UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2019

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________________________________ to __________________________________

 

Commission File Number: 0-11306

 

 

VALUE LINE, INC.

(Exact name of registrant as specified in its charter)

                    

New York     13-3139843
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification No.)
     
 551 Fifth Avenue, New York, New York   10176-0001
(Address of principal executive offices)   (Zip Code)
     
(212) 907-1500
(Registrant's telephone number, including area code)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.10 par value per share

VALU 

The Nasdaq Capital Market 

 

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 [X] No [  ]

 

        Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [X]

 

Smaller reporting company [  ] Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

      Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class    Outstanding at August 30, 2019
     
Common stock, $0.10 par value per share   9,658,740 shares

 

 

 

 

 

VALUE LINE INC.

TABLE OF CONTENTS

 

         

 

  

 

  

Page No.

 

  

PART I. FINANCIAL INFORMATION

  

 
     

Item 1.

  

Consolidated Condensed Financial Statements

  

 
     
 

  

Consolidated Condensed Balance Sheets as of July 31, 2019 and April 30, 2019

  

3

     
 

  

Consolidated Condensed Statements of Income for the three months ended July 31, 2019 and July 31, 2018

  

4

     
 

  

Consolidated Condensed Statements of Comprehensive Income for the three months ended July 31, 2019 and July 31, 2018

  

5

     
 

  

Consolidated Condensed Statements of Cash Flows for the three months ended July 31, 2019 and July 31, 2018

  

6

     
   

Consolidated Condensed Statement of Changes in Shareholders’ Equity for the three months ended July 31, 2019

 

7

         
   

Consolidated Condensed Statement of Changes in Shareholders’ Equity for the three months ended July 31, 2018

 

8

         
 

  

Notes to Consolidated Condensed Financial Statements

  

9

     

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

20

     

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

30

 

 

 

Item 4.

  

Controls and Procedures

  

32

     
 

  

PART II. OTHER INFORMATION

  

 
     

Item 1.

  

Legal Proceedings

  

33

     

Item 1A.

  

Risk Factors

  

33

     

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

33

Item 5.

 

Other Information 

 

33

Item 6.

  

Exhibits

  

34

 

 

Signatures

  

35

 

 

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Balance Sheets

(in thousands, except share amounts)

 

   

July 31,

   

April 30,

 
   

2019

   

2019

 
   

(unaudited)

         

Assets

               

Current Assets:

               

Cash and cash equivalents (including short term investments of $3,080 and $5,617, respectively)

  $ 3,718     $ 6,493  

Securities available-for-sale

    22,585       21,828  

Accounts receivable, net of allowance for doubtful accounts of $24 and $22, respectively

    3,750       1,504  

Prepaid and refundable income taxes

    -       254  

Prepaid expenses and other current assets

    1,258       1,335  

Total current assets

    31,311       31,414  
                 

Long term assets:

               

Investment in EAM Trust

    58,971       58,625  

Restricted money market investment

    469       469  

Property and equipment, net

    10,383       1,146  

Capitalized software and other intangible assets, net

    115       134  

Total long term assets

    69,938       60,374  
                 

Total assets

  $ 101,249     $ 91,788  
                 

Liabilities and Shareholders' Equity

               

Current Liabilities:

               

Accounts payable and accrued liabilities

  $ 1,466     $ 2,068  

Accrued salaries

    1,136       1,211  

Dividends payable

    1,932       1,933  

Accrued taxes on income

    1,141       180  

Operating lease obligation

    925       -  

Unearned revenue

    18,593       20,008  

Total current liabilities

    25,193       25,400  
                 

Long term liabilities:

               

Unearned revenue

    4,901       5,475  

Operating lease obligation

    9,157       -  

Deferred charges

    -       765  

Deferred income taxes

    12,722       12,624  

Total long term liabilities

    26,780       18,864  

Total liabilities

    51,973       44,264  
                 

Shareholders' Equity:

               

Common stock, $0.10 par value; authorized 30,000,000 shares; issued 10,000,000 shares

    1,000       1,000  

Additional paid-in capital

    991       991  

Retained earnings

    50,356       48,598  

Treasury stock, at cost (340,296 and 336,439 shares, respectively)

    (4,835 )     (4,743 )

Accumulated other comprehensive income, net of tax

    1,764       1,678  

Total shareholders' equity

    49,276       47,524  
                 

Total liabilities and shareholders' equity

  $ 101,249     $ 91,788  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

3

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statements of Income

(in thousands, except share & per share amounts)

(unaudited)

 

   

For the Three Months Ended

 
   

July 31,

 
   

2019

   

2018

 
                 

Revenues:

               

Investment periodicals and related publications

  $ 7,033     $ 7,292  

Copyright fees

    2,584       1,679  

Total publishing revenues

    9,617       8,971  
                 

Expenses:

               

Advertising and promotion

    943       920  

Salaries and employee benefits

    4,385       4,479  

Production and distribution

    1,165       1,315  

Office and administration

    1,099       987  

Total expenses

    7,592       7,701  

Income from operations

    2,025       1,270  
                 

Revenues and profits interests in EAM Trust

    2,871       2,271  

Income from securities transactions, net

    141       114  

Income before income taxes

    5,037       3,655  

Income tax provision

    1,347       551  

Net income

  $ 3,690     $ 3,104  
                 

Earnings per share, basic & fully diluted

  $ 0.38     $ 0.32  
                 
                 

Weighted average number of common shares

    9,660,631       9,689,442  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

4

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statements of Comprehensive Income

(in thousands)

(unaudited)

 

   

For the Three Months Ended

 
   

July 31,

 
   

2019

   

2018

 
                 
                 

Net income

  $ 3,690     $ 3,104  
                 

Other comprehensive income, net of tax:

               

Change in unrealized gains on securities, net of taxes

    86       426  

Other comprehensive income

    86       426  

Comprehensive income

  $ 3,776     $ 3,530  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

5

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statements of Cash Flows

(in thousands)

(unaudited)

 

   

For the Three Months Ended

 
   

July 31,

 
   

2019

   

2018

 

Cash flows from operating activities:

               

Net income

  $ 3,690     $ 3,104  
                 

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    71       108  

Non-voting revenues interest in EAM Trust

    (2,588 )     (1,968 )

Non-voting profits interest in EAM Trust

    (283 )     (303 )

Distributions received from EAM Trust

    2,525       2,188  

Deferred income taxes

    61       (271 )

Deferred rent

    28       (23 )

Other, net

    -       (15 )

Changes in operating assets and liabilities:

               

Unearned revenue

    (1,989 )     (1,396 )

Accounts payable & accrued expenses

    (602 )     (706 )

Accrued salaries

    (75 )     (94 )

Accrued taxes on income

    975       344  

Prepaid and refundable income taxes

    254       437  

Prepaid expenses and other current assets

    77       50  

Accounts receivable

    (2,246 )     (26 )

Total adjustments

    (3,792 )     (1,675 )

Net cash (used in)/provided by operating activities

    (102 )     1,429  
                 

Cash flows from investing activities:

               

Purchase of equity securities

    (399 )     -  

Purchases of fixed income securities classified as available-for-sale

    (3,222 )     (2,123 )

Proceeds from sales of fixed income securities classified as available-for-sale

    2,973       1,637  

Acquisition of property and equipment

    -       (5 )

Net cash used in investing activities

    (648 )     (491 )
                 

Cash flows from financing activities:

               

Purchase of treasury stock at cost

    (92 )     (46 )

Dividends paid

    (1,933 )     (1,841 )

Net cash used in financing activities

    (2,025 )     (1,887 )

Net change in cash and cash equivalents

    (2,775 )     (949 )

Cash, cash equivalents and restricted cash at beginning of period

    6,962       6,410  

Cash, cash equivalents and restricted cash at end of period

  $ 4,187     $ 5,461  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

6

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Three Months Ended July 31, 2019

(in thousands, except share amounts)

(unaudited)

 

   

Common stock

   

Additional paid-in-

   

Treasury stock

   

Retained

   

Accumulated other comprehensive

         
   

Shares

   

Amount

   

capital

   

Shares

   

Amount

   

earnings

   

income

   

Total

 

Balance at April 30, 2019

    10,000,000     $ 1,000     $ 991       (336,439 )   $ (4,743 )   $ 48,598     $ 1,678     $ 47,524  
                                                                 

Net income

                                            3,690               3,690  

Change in unrealized gains on securities, net of taxes

                                                    86       86  

Purchase of treasury stock

                            (3,857 )     (92 )                     (92 )

Dividends declared

                                            (1,932 )             (1,932 )

Balance at July 31, 2019

    10,000,000     $ 1,000     $ 991       (340,296 )   $ (4,835 )   $ 50,356     $ 1,764     $ 49,276  

 

Dividends declared per common share were $0.20 for the three months ending July 31, 2019.

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

7

 

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Three Months Ended July 31, 2018

(in thousands, except share amounts)

(unaudited)

 

   

Common stock

   

Additional

paid-in-

   

Treasury stock

   

Retained

   

Accumulated

other

comprehensive

         
   

Shares

   

Amount

   

capital

   

Shares

   

Amount

   

earnings

   

income

   

Total

 

Balance at April 30, 2018

    10,000,000     $ 1,000     $ 991       (308,380 )   $ (4,135 )   $ 44,902     $ 783     $ 43,541  
                                                                 

Net income

                                            3,104               3,104  

Change in unrealized gains on securities, net of taxes

                                                    426       426  

Purchase of treasury stock

                            (2,286 )     (46 )                     (46 )

Dividends declared

                                            (1,841 )             (1,841 )

Balance at July 31, 2018

    10,000,000     $ 1,000     $ 991       (310,666 )   $ (4,181 )   $ 46,165     $ 1,209     $ 45,184  

 

Dividends declared per common share were $0.19 for the three months ending July 31, 2018.

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

8

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

 

Note 1 - Organization and Summary of Significant Accounting Policies:

 

Value Line, Inc. ("Value Line" or "VLI", and collectively with its subsidiaries, the “Company”) is incorporated in the State of New York. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. The Company's core business is producing investment periodicals and their underlying research and making available certain Value Line copyrights, Value Line trademarks and Value Line Proprietary Ranking System results and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products and for other purposes. The Company maintains a significant investment in the EULAV Asset Management LLC ("EAM") from which it received a non-voting revenues interest and a non-voting profits interest. EAM was established to provide investment management services to the Value Line Mutual Funds ("Value Line Funds" or the "Funds").

 

The Consolidated Condensed Balance Sheets as of July 31, 2019 and April 30, 2019, which have been derived from the unaudited interim Consolidated Condensed Financial Statements and the audited Consolidated Financial Statements, respectively, were prepared following the interim reporting requirements of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying Unaudited Interim Consolidated Condensed Financial Statements contain all adjustments (consisting of normal recurring accruals except as noted below) considered necessary for a fair presentation. This report should be read in conjunction with the audited financial statements and footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2019 filed with the SEC on July 25, 2019 (the “Form 10-K”). Results of operations covered by this report may not be indicative of the results of operations for the entire year.

 

Use of Estimates:

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

 

Principles of Consolidation:

 

The Company follows the guidance in the Financial Accounting Standards Board's ("FASB") Topic 810 “Consolidation” to determine if it should consolidate its investment in a variable interest entity ("VIE"). A VIE is a legal entity in which either (i) equity investors do not have sufficient equity investment at risk to enable the entity to finance its activities independently or (ii) the equity holders at risk lack the obligation to absorb losses, the right to receive residual returns or the right to make decisions about the entity’s activities that most significantly affect the entity's economic performance. A holder of a variable interest in a VIE is required to consolidate the entity if it is determined that it has a controlling financial interest in the VIE and is therefore the primary beneficiary. The determination of a controlling financial interest in a VIE is based on a qualitative assessment to identify the variable interest holder, if any, that has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) either the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The accounting guidance requires the Company to perform an ongoing assessment of whether the Company is the primary beneficiary of a VIE and the Company has determined it is not the primary beneficiary of a VIE (see Note 3).

 

In accordance with FASB's Topic 810, the assets, liabilities, and results of operations of subsidiaries in which the Company has a controlling interest have been consolidated. All significant intercompany accounts and transactions have been eliminated in consolidation. On December 23, 2010, the Company completed the Restructuring Transaction and deconsolidated the related affiliates in accordance with FASB's Topic 810. As part of the Restructuring Transaction, the Company received a significant non-voting revenues interest (excluding distribution revenues) and a significant non-voting profits interest in the new entity, EULAV Asset Management, a Delaware statutory trust (“EAM” or “EAM Trust”). The Company relied on the guidance in FASB's ASC Topics 323 and 810 in its determination not to consolidate its investment in EAM and to account for such investment under the equity method of accounting. The Company reports the amount it receives for its non-voting revenues and non-voting profits interests as a separate line item below operating income in the Consolidated Condensed Statements of Income.

 

Revenue Recognition:

 

Depending upon the product, subscription fulfillment for Value Line periodicals and related publications is available in print or digitally, via internet access. The length of a subscription varies by product and offer received by the subscriber. Generally, subscriptions are offered as annual subscriptions. Subscription revenues, net of discounts, are recognized ratably on a straight line basis when the product is served to the client over the life of the subscription. Accordingly, the amount of subscription fees to be earned by fulfilling subscriptions after the date of the balance sheets are shown as unearned revenue within current and long-term liabilities.

 

Copyright fees are derived from providing certain Value Line trademarks and the Value Line Proprietary Ranking System results to third parties under written agreements for use in selecting securities for third party marketed products, including unit investment trusts, annuities and exchange traded funds ("ETFs"). The Company earns asset-based copyright fees as specified in the individual agreements. Revenue is recognized monthly over the term of the agreement and, because it is asset-based, will fluctuate as the market value of the underlying portfolio increases or decreases in value.

 

Investment in Unconsolidated Entities:

 

The Company accounts for its investment in its unconsolidated entity, EAM, using the equity method of accounting in accordance with FASB’s ASC 323. The equity method is an appropriate means of recognizing increases or decreases measured by GAAP in the economic resources underlying the investments. Under the equity method, an investor recognizes its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend or distribution. An investor adjusts the carrying amount of an investment for its share of the earnings or losses recognized by the investee.

 

9

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

The Company’s “interests” in EAM, the investment adviser to and the sole member of the distributor of the Value Line Funds, consist of a "non-voting revenues interest" and a "non-voting profits interest" in EAM as defined in the EAM Trust Agreement. The non-voting revenues interest entitles the Company to receive a range of 41% to 55%, based on the amount of EAM’s adjusted gross revenues, excluding EULAV Securities' distribution revenues (“Revenues Interest”). The non-voting profits interest entitles the Company to receive 50% of EAM's profits, subject to certain limited adjustments as defined in the EAM Trust Agreement (“Profits Interest”). The Revenues Interest and at least 90% of the Profits Interest are to be distributed each quarter to all interest holders of EAM, including Value Line. Subsequent to the Restructuring Date, the Company's Revenues Interest in EAM excludes participation in the service and distribution fees of EAM's subsidiary EULAV Securities. The Company reflects its non-voting revenues and non-voting profits interests in EAM as non-operating income under the equity method of accounting subsequent to the Restructuring Transaction. Although the Company does not have control over the operating and financial policies of EAM, pursuant to the EAM Trust Agreement, the Company has a contractual right to receive its share of EAM's revenues and profits.

 

Recent Accounting Pronouncements:

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”.  This ASU requires that, for leases longer than one year, a lessee recognize in the statements of financial position a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. It also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. The firm adopted this ASU in May 2019 under a modified retrospective approach (see Note 12).

 

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows.  The Company has adopted ASU 2016-15 in the first quarter of fiscal 2019.  

 

The FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09 requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective or cumulative effect transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. The Company has adopted ASU No. 2014-09 in the first quarter of fiscal 2019, which does not have a material impact on the Company's consolidated condensed financial statements and related disclosures.

 

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)", effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. This ASU requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company has adopted ASU No. 2016-18 in the first quarter of fiscal 2019, which does not have a material impact on the Company's consolidated condensed financial statements and related disclosures.

 

On June 21, 2018, the United States Supreme Court reversed the 1992 ruling in Quill, which protected firms delivering items by common carrier into a state where it had no physical presence from having to collect sales tax in such state. The Company is complying with applicable state laws and is continuing to evaluate aspects of the impact of the 2018 ruling (South Dakota vs. Wayfair) on its operations.

 

Valuation of Securities:

 

The Company's securities classified as cash equivalents and available-for-sale consist of shares of money market funds that invest primarily in short-term U.S. Government securities and investments in equities including ETFs and are valued in accordance with the requirements of the Fair Value Measurements Topic of the FASB's ASC 820. The securities classified as available-for-sale reflected in the Consolidated Balance Sheets are valued at market and unrealized gains and losses, net of applicable taxes, are reported as a separate component of shareholders' equity. Realized gains and losses on sales of the securities classified as available-for-sale are recorded in earnings as of the trade date and are determined on the identified cost method.

 

The Company classifies its securities available-for-sale as current assets to properly reflect its liquidity and to recognize the fact that it has liquid assets available-for-sale should the need arise.

 

Market valuations of securities listed on a securities exchange and ETF shares are based on the closing sales prices on the last business day of each month. The market value of the Company's fixed maturity U.S. Government debt securities is determined utilizing publicly quoted market prices. Cash equivalents consist of investments in money market funds that invest primarily in U.S. Government securities valued in accordance with rule 2a-7 under the 1940 Act.

 

10

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

The Fair Value Measurements Topic of FASB's ASC defines fair value as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. The Fair Value Measurements Topic established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the information that market participants would use in pricing the asset or liability, including assumptions about risk. Examples of risks include those inherent in a particular valuation technique used to measure fair value such as the risk inherent in the inputs to the valuation technique. Inputs are classified as observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the factors market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

 

The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

 

The following summarizes the levels of fair value measurements of the Company’s investments:

 

   

As of July 31, 2019

 

($ in thousands)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Cash equivalents

  $ 3,080     $ -     $ -     $ 3,080  

Securities available-for-sale

    22,585       -       -       22,585  
    $ 25,665     $ -     $ -     $ 25,665  

 

   

As of April 30, 2019

 

($ in thousands)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Cash equivalents

  $ 5,617     $ -     $ -     $ 5,617  

Securities available-for-sale

    21,828       -       -       21,828  
    $ 27,445     $ -     $ -     $ 27,445  

 

The Company had no other financial instruments such as futures, forwards and swap contracts. For the periods ended July 31, 2019 and April 30, 2019, there were no Level 2 nor Level 3 investments. The Company does not have any liabilities that are subject to fair value measurement.

 

Advertising expenses: 

 

The Company expenses advertising costs as incurred.

 

Income Taxes:

 

The Company computes its income tax provision in accordance with the Income Tax Topic of the FASB's ASC.  Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected in the Consolidated Condensed  Financial Statements. Deferred tax liabilities and assets are determined based on the differences between the book values and the tax bases of particular assets and liabilities, using tax rates currently in effect for the years in which the differences are expected to reverse.  The Company adopted the provisions of ASU 2015-17, Income taxes (Topic 740) during the first quarter of fiscal 2018 and now classifies all deferred taxes as long-term liabilities on the Consolidated Condensed Balance Sheets.

 

The Income Tax Topic of the FASB's ASC establishes for all entities, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures.  As of April 30, 2019, management has reviewed the tax positions for the years still subject to tax audit under the statute of limitations, evaluated the implications, and determined that there is no material impact to the Company's financial statements.

 

Earnings per share:  

 

Earnings per share are based on the weighted average number of shares of common stock and common stock equivalents outstanding during each period. Any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding.  The Company does not have any potentially dilutive common shares from outstanding stock options, warrants, restricted stock, or restricted stock units.

 

Cash and Cash Equivalents:

 

For purposes of the Consolidated Condensed Statements of Cash Flows, the Company considers all cash held at banks and short term liquid investments with an original maturity of less than three months to be cash and cash equivalents. As of July 31, 2019 and April 30, 2019, cash equivalents included $3,080,000 and $5,617,000, respectively, for amounts invested in money market mutual funds that invest in short term U.S. government securities.

 

11

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

 

Note 2 - Investments:

 

Securities Available-for-Sale:

 

Investments held by the Company and its subsidiaries are classified as securities available-for-sale in accordance with FASB's ASC 320, Investments - Debt and Equity Securities.  All of the Company's securities classified as available-for-sale were readily marketable or had a maturity of twelve months or less and are classified as current assets on the Consolidated Condensed Balance Sheets.

 

Equity Securities:

 

Equity securities classified as available-for-sale on the Consolidated Condensed Balance Sheets, consist of ETFs held for dividend yield that attempt to replicate the performance of certain equity indexes and ETFs that hold preferred shares primarily of financial institutions.  

 

As of July 31, 2019 and April 30, 2019, the aggregate cost of the equity securities classified as available-for-sale, which consist of investments in the SPDR Series Trust S&P Dividend ETF (SDY), First Trust Value Line Dividend Index ETF (FVD), INVESCO Financial Preferred ETF (PGF), Select Utilities Select Sector SPDR ETF (XLU), First Trust Value Line 100 ETF (FVL), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL) and iShares Select Dividend ETF (DVY) was  $8,940,000 and $8,541,000, respectively, and the fair value was $11,112,000 and $10,622,000, respectively.   

 

There were no sales or proceeds from sales of equity securities during the three months ended July 31, 2019 or July 31, 2018.  The increase in gross unrealized gains on equity securities classified as available-for-sale of $90,000, net of deferred  taxes of $19,000 was included in Shareholders' Equity on the Consolidated Condensed Balance Sheet at July 31, 2019.  The increase in gross unrealized gains on equity securities classified as available-for-sale of $538,000, net of deferred  taxes of $113,000 was included in Shareholders' Equity on the Consolidated Condensed Balance Sheet at July 31, 2018.

 

The changes in the value of equity securities investments are recorded in Other Comprehensive Income in the Consolidated Condensed Financial Statements.  Realized gains and losses are recorded as of the trade date in the Consolidated Condensed Statements of Income when securities are sold, mature or are redeemed.  As of July 31, 2019 and April 30, 2019, accumulated other comprehensive income included unrealized  gains of $2,172,000 and $2,082,000, net of deferred taxes of $456,000 and $437,000, respectively.

 

The carrying value and fair value of securities available-for-sale at July 31, 2019 were as follows:

 

           

Gross Unrealized

         

($ in thousands)

 

Cost

   

Holding Gains

   

Fair Value

 

ETFs - equities

  $ 8,940     $ 2,172     $ 11,112  

 

The carrying value and fair value of securities available-for-sale at April 30, 2019 were as follows:

 

           

Gross Unrealized

         

($ in thousands)

 

Cost

   

Holding Gains

   

Fair Value

 

ETFs - equities

  $ 8,541     $ 2,081     $ 10,622  

 

Government Debt Securities (Fixed Income Securities):

 

Fixed income securities consist of certificates of deposits and securities issued by federal, state and local governments within the United States.  The aggregate cost and fair value at July 31, 2019 of fixed income securities classified as available-for-sale were as follows:

 

   

Amortized

   

Gross Unrealized

         

($ in thousands)

 

Historical Cost

   

Holding Gains

   

Fair Value

 

Maturity

                       

Due within 1 year

  $ 6,411     $ 35     $ 6,446  

Due 1 year through 5 years

    5,000       27       5,027  

Total investment in government debt securities

  $ 11,411     $ 62     $ 11,473  

 

The aggregate cost and fair value at April 30, 2019 of fixed income securities classified as available-for-sale were as follows:

 

   

Amortized

   

Gross Unrealized

         

($ in thousands)

 

Historical Cost

   

Holding Gains

   

Fair Value

 

Maturity

                       

Due within 1 year

  $ 6,913     $ 33     $ 6,946  

Due 1 year through 5 years

    4,250       10       4,260  

Total investment in government debt securities

  $ 11,163     $ 43     $ 11,206  

 

12

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

Proceeds from maturities and sales of government debt securities classified as available-for-sale during the three months ended July 31, 2019 and July 31, 2018, were $2,973,000 and $1,637,000, respectively.  The increase in gross unrealized gains of $18,000 on fixed income securities classified as available-for-sale net of deferred income tax of $4,000, was included in Shareholders' Equity on the Consolidated Condensed Balance Sheet as of July 31, 2019.  The decrease in gross unrealized  losses of $2,000 on fixed income securities classified as available-for-sale net of deferred income tax of $1,000, was included in Shareholders' Equity on the Consolidated Condensed Balance Sheet as of July 31, 2018.   As of July 31, 2019 and April 30, 2019, accumulated other comprehensive income included unrealized  gains of $61,000 and $43,000, net of deferred taxes of $13,000  and $9,000, respectively. 

 

The average yield on the Government debt securities classified as available-for-sale at July 31, 2019 and April 30, 2019 was 2.41% and 2.09%, respectively.

 

Income from Securities Transactions:

 

Income from securities transactions was comprised of the following:

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

 

Dividend income

  $ 70     $ 67  

Interest income

    71       35  

Other

    -       12  

Total income from securities transactions, net

  $ 141     $ 114  

 

Investment in Unconsolidated Entities:

Equity Method Investment:

 

As of July 31, 2019 and April 30, 2019, the Company's investment in EAM Trust on the Consolidated Condensed Balance Sheets was $58,971,000 and $58,625,000, respectively.

 

The value of VLI’s investment in EAM at July 31, 2019 and April 30, 2019 reflects the fair value of contributed capital of $55,805,000 at inception which included $5,820,000 of cash and liquid securities in excess of working capital requirements contributed to EAM’s capital account by VLI, plus VLI's share of non-voting revenues and non-voting profits from EAM less distributions, made quarterly to VLI by EAM, during the period subsequent to its initial investment through the dates of the Consolidated Condensed Balance Sheets.

 

It is anticipated that EAM will have sufficient liquidity and earn enough profit to conduct its current and future operations so the management of EAM will not need additional funding. 

 

The Company monitors its Investment in EAM Trust for impairment to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment.  Impairment indicators include, but are not limited to the following: (a) a significant deterioration in the earnings performance, asset quality, or business prospects of the investee, (b) a significant adverse change in the regulatory, economic, or technological environment of the investee, (c) a significant adverse change in the general market condition of the industry in which the investee operates, or (d) factors that raise significant concerns about the investee’s ability to continue as a going concern such as negative cash flows, working capital deficiencies, or noncompliance with statutory capital and regulatory requirements.  EAM did not record any impairment losses for its assets during the fiscal years 2020 or 2019.

 

The components of EAM’s investment management operations, provided to the Company by EAM, were as follows:

 

   

Three Months Ended July 31,

 

($ in thousands) (unaudited)

 

2019

   

2018

 

Investment management fees earned from the Value Line Funds, net of waivers shown below

  $ 5,147     $ 4,109  

12b-1 fees and other fees, net of waivers shown below

  $ 1,979     $ 1,704  

Other income

  $ 53     $ 71  

Investment management fee waivers and reimbursements

  $ 109     $ 111  

12b-1 fee waivers

  $ 173     $ 159  

Value Line’s non-voting revenues interest

  $ 2,588     $ 1,968  

EAM's net income (1)

  $ 566     $ 606  

 

(1) Represents EAM's net income, after giving effect to Value Line’s non-voting revenues interest, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest. 

 

13

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

   

July 31,

   

April 30,

 

($ in thousands)

 

2019

   

2019

 
   

(unaudited)

         

EAM's total assets

  $ 61,366     $ 60,683  

EAM's total liabilities (1)

    (4,478 )     (3,547 )

EAM's total equity

  $ 56,888     $ 57,136  

 

(1) At July 31, 2019 and April 30, 2019, EAM's total liabilities included a payable to VLI for its accrued non-voting revenues interest and non-voting profits interest of $2,843,000 and $2,420,000, respectively.

 

 

Note 3 - Variable Interest Entity

 

The Company retained a  non-voting revenues interest and a 50% non-voting profits interest in EAM, which was formed, as a result of the Restructuring Transaction on December 23, 2010, to carry on the asset management and mutual fund distribution businesses formerly conducted by the Company.  EAM is considered to be a VIE in relation to the Company.  The Company makes its determination for consolidation of EAM as a VIE based on a qualitative assessment of the purpose and design of EAM, the terms and characteristics of the variable interests in EAM, and the risks EAM is designed to originate and pass through to holders of variable interests.  Other than EAM, the Company does not have an interest in any other VIEs.

 

The Company has determined that it does not have a controlling financial interest in EAM because it does not have the power to direct the activities of EAM that most significantly impact its economic performance.  Value Line does not hold any voting stock of EAM and it does not have any involvement in the day-to-day activities or operations of EAM.  Although the EAM Trust Agreement provides Value Line with certain consent rights and contains certain restrictive covenants related to the activities of EAM, these are considered to be protective rights and therefore Value Line does not maintain control over EAM.

 

In addition, although EAM is expected to be profitable, there is a risk that it could operate at a loss.   While all of the profit interest shareholders in EAM are subject to variability based on EAM’s operations risk, Value Line’s non-voting revenues interest in EAM is a preferred interest in the revenues of EAM, rather than a profits interest in EAM, and Value Line accordingly believes it is subject to proportionately less risk than other holders of the profits interests.

 

The Company has not provided any explicit or implicit financial or other support to EAM other than what was contractually agreed to in the EAM Trust Agreement.  Value Line has no obligation to fund EAM in the future and, as a result, has no exposure to loss beyond its initial investment and any undistributed revenues and profits interests retained in EAM.  The following table presents the total assets of EAM, the maximum exposure to loss due to involvement with EAM, as well as the value of the assets and liabilities the Company has recorded on its Consolidated Condensed Balance Sheets for its interest in EAM.

 

           

Value Line

 

($ in thousands)

 

VIE Assets

   

Investment in

EAM Trust (1)

   

Liabilities

   

Maximum

Exposure to Loss

 

As of July 31, 2019 (unaudited)

  $ 61,366     $ 58,971     $ -     $ 58,971  

As of April 30, 2019

  $ 60,683     $ 58,625     $ -     $ 58,625  

 

(1)  Reported within Long-Term Assets on the Consolidated Condensed Balance Sheets.

 

 

Note 4 - Supplementary Cash Flows Information:

 

Reconciliation of Cash, Cash Equivalents, and Restricted Cash:

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Condensed Statement of Cash Flows that sum to the total of the same such amounts shown in the Consolidated Condensed Statement of Cash Flows.

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

 

Cash and cash equivalents

  $ 3,718     $ 4,992  

Restricted cash

    469       469  

Total cash, cash equivalents, and restricted cash shown in the Consolidated Condensed Statement of Cash Flows

  $ 4,187     $ 5,461  

 

Income Tax Payments:

 

The Company made income tax payments as follows:

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

 

State and local income tax payments

  $ 49     $ 102  

Federal income tax payments to the Parent

    -       -  

 

14

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

 

 

Note 5 - Employees' Profit Sharing and Savings Plan:

 

Substantially all employees of the Company and its subsidiaries are members of the Value Line, Inc. Profit Sharing and Savings Plan (the "Plan").  In general, this is a qualified, contributory plan which provides for a discretionary annual Company contribution which is determined by a formula based on the salaries of eligible employees and the amount of consolidated net operating income as defined in the Plan. For the three months ended July 31, 2019 and July 31, 2018, the estimated profit sharing plan contributions, which are included as expenses in salaries and employee benefits in the Consolidated Condensed Statements of Income, were $132,000 and $107,000, respectively. 

 

 

Note 6 - Comprehensive Income:

 

The FASB's ASC Comprehensive Income topic requires the reporting of comprehensive income in addition to net income from operations.  Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that otherwise would not be recognized in the calculation of net income.

 

As of July 31, 2019 and July 31, 2018, the Company held equity securities consisting primarily of ETFs with high relative dividend yields that are classified as securities available-for-sale on the Consolidated Condensed Balance Sheets.  The change in valuation of these securities, net of deferred income taxes, has been recorded in accumulated other comprehensive income in the Company's Consolidated Condensed Balance Sheets. 

 

 

 

 

The components of comprehensive income included in the Consolidated  Condensed Statements of Income and Changes in Shareholders' Equity for the three months ended July 31, 2019 are as follows:

 

($ in thousands)

 

Amount Before

Tax

   

Tax Expense

   

Amount Net of Tax

 

Change in unrealized gains on securities

  $ 109     $ (23 )   $ 86  
    $ 109     $ (23 )   $ 86  

 

The components of comprehensive income included in the Consolidated  Condensed Statements of Income and Changes in Shareholders' Equity for the three months ended July 31, 2018 are as follows:

 

($ in thousands)

 

Amount Before

Tax

   

Tax Expense

   

Amount Net of Tax

 

Change in unrealized gains on securities

  $ 539     $ (113 )   $ 426  
    $ 539     $ (113 )   $ 426  

 

 

Note 7 - Related Party Transactions:

 

Investment Management (overview):

 

The Company has substantial non-voting revenues and non-voting profits interests in EAM, the asset manager to the Value Line Mutual Funds.  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 receive 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 July 31, 2019, were $3.42 billion, 28.6% above total assets of $2.66 billion in the Value Line Funds managed and/or distributed  by EAM at July 31, 2018.  

 

The Company’s non-voting revenues and non-voting profits interests in EAM entitle it to receive quarterly distributions in 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.  Distribution is not less than 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 is calculated each fiscal quarter.  The applicable recent non-voting revenues interest percentage for the first quarter of fiscal 2020 was 50.71%.

 

EAM Trust - VLI'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.  EAM currently has no separately managed account fees.  The Company recorded income from its non-voting revenues interest and its non-voting profits interests in EAM as follows:   

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

 

Non-voting revenues interest in EAM

  $ 2,588     $ 1,968  

Non-voting profits interest in EAM

    283       303  
    $ 2,871     $ 2,271  

 

At July 31, 2019, the Company's investment in EAM includes a receivable of $2,843,000 representing the quarterly distribution of the non-voting revenues share and non-voting profits share.  That sum was subsequently paid.

 

15

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

Transactions with Parent:

 

During the three months ended July 31, 2019 and July 31, 2018, the Company was reimbursed $75,000 and $73,000,  respectively, for payments it made on behalf of and for services the Company provided to the Parent Company, Arnold Bernhard and Co., Inc. ("Parent").  There were no receivables from the Parent on the Consolidated Condensed Balance Sheets at July 31, 2019 and April 30, 2019.

 

The Company is a party to a tax-sharing arrangement with the Parent which allocates the tax liabilities of the two Companies between them.  The Company didn't make any federal tax payments to the Parent during the three months ended July 31, 2019 or July 31, 2018.

 

As of July 31, 2019, the Parent owned 89.38% of the outstanding shares of common stock of the Company.

 

 

Note 8 - Federal, State and Local Income Taxes:

 

In accordance with the requirements of the Income Tax Topic of the FASB's ASC, the Company's provision for income taxes includes the following:

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

 

Current tax expense:

               

Federal

  $ 990     $ 734  

State and local

    296       88  

Current tax expense

    1,286       822  

Deferred tax expense (benefit):

               

Federal

    (16 )     -  

State and local

    77       (271 )

Deferred tax expense (benefit):

    61       (271 )

Income tax provision

  $ 1,347     $ 551  

 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act (the "Tax Act"), was enacted.  The Tax Act lowered the U.S. federal income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018.  Accordingly, the Company computes Federal income tax expense using the Federal Tax Rate of 21% in fiscal year 2020 and each year thereafter.

 

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the three months ended July 31, 2019 and July 31, 2018 were 26.74% and 15.07%, respectively.  The increase in the effective Federal tax rate during the quarter ended July 31, 2019 is primarily a result of an increase in the state and local income taxes as a result of changes in state and local tax legislation and the offset of a lowering of NYC tax allocation factor on deferred taxes in fiscal 2019.  The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to changes in tax law, 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, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.   

 

Deferred income taxes, a liability, are provided for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities.  The tax effect of temporary differences giving rise to the Company's long-term deferred tax liability are as follows:

 

   

July 31,

   

April 30,

 

($ in thousands)

 

2019

   

2019

 

Federal tax liability (benefit):

               

Deferred gain on deconsolidation of EAM

  $ 10,669     $ 10,669  

Deferred non-cash post-employment compensation

    (372 )     (372 )

Depreciation and amortization

    122       130  

Unrealized gain on securities held for sale

    469       446  

Deferred charges

    (343 )     (354 )

Other

    (296 )     (279 )

Total federal tax liability

    10,249       10,240  
                 

State and local tax liabilities (benefits):

               

Deferred gain on deconsolidation of EAM

    2,619       2,530  

Deferred non-cash post-employment compensation

    (91 )     (74 )

Depreciation and amortization

    31       40  

Other

    (86 )     (112 )

Total state and local tax liabilities

    2,473       2,384  

Deferred tax liability, long-term

  $ 12,722     $ 12,624  

 

At the end of each interim reporting period, the Company estimates the effective income tax rate to apply for the full fiscal year. The Company uses the effective income tax rate determined to provide for income taxes on a year-to-date basis and reflects the tax effect of any tax law changes and certain other discrete events in the period in which they occur.

 

16

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory income tax rate to pretax income as a result of the following:

 

   

Three Months Ended July 31,

 
   

2019

   

2018

 

U.S. statutory federal tax rate

    21.00 %     21.00 %

Increase (decrease) in tax rate from:

               

State and local income taxes, net of federal income tax benefit

    5.84 %     (5.70 )%

Effect of dividends received deductions

    (0.20 )%     (0.27 )%

Other, net

    0.10 %     0.04 %

Effective income tax rate

    26.74 %     15.07 %

 

The Company believes that, as of July 31, 2019, there were no material uncertain tax positions that would require disclosure under GAAP. 

 

The Company is included in the consolidated federal income tax return of the Parent.  The Company has a tax sharing agreement which requires it to make tax payments to the Parent equal to the Company's liability/(benefit) as if it filed a separate return.  Beginning with the fiscal year ended April 30, 2017, the Company files combined income tax returns with the Parent on a unitary basis in certain states as a result of changes in state tax regulations.  The Company does not anticipate any significant tax implications from the change to unitary state tax filing.   

 

The Company’s federal income tax returns (included in the Parent’s consolidated returns) and state and city tax returns for fiscal years ended 2016 through 2018, are subject to examination by the tax authorities, generally for three years after they are filed with the tax authorities. The Company is presently engaged in a federal tax audit for the fiscal year ended April 30, 2015 and does not expect it to have a material effect on the financial statements.  

 

 

Note 9 - Property and Equipment:

 

Property and equipment are carried at cost.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, over the remaining terms of the leases.  For income tax purposes, depreciation of furniture and equipment is computed using accelerated methods and buildings and leasehold improvements are depreciated over prescribed extended tax lives. Property and equipment, net, on the Consolidated Condensed Balance Sheets was comprised of the following:

 

   

July 31,

   

April 30,

 

($ in thousands)

 

2019

   

2019

 

Building and leasehold improvements

  $ 1,013     $ 1,013  

Operating Lease - Right-of use Asset

    9,289       -  

Furniture and equipment

    4,042       4,042  
      14,344       5,055  

Accumulated depreciation and amortization

    (3,961 )     (3,909 )

Total property and equipment, net

  $ 10,383     $ 1,146  

 

 

Note 10 - Accounting for the Costs of Computer Software Developed for Internal Use:

 

The Company has adopted the provisions of the Statement of Position 98-1 (SOP 98-1), “Accounting for the Costs of Computer Software Developed for Internal Use”.  SOP 98-1 requires companies to capitalize as long-lived assets many of the costs associated with developing or purchasing software for internal use and amortize those costs over the software’s estimated useful life in a systematic and rational manner.  Such costs, when incurred, are capitalized and amortized over the expected useful life of the asset, normally 3 to 5 years.  Total amortization expenses during the three months ended July 31, 2019 and July 31, 2018, were $19,000 and $44,000, respectively.  

 

The Company did not incur and did not capitalize expenditures related to third party programmers' costs or to the development of software for internal use during the three months ended July 31, 2019 or July 31, 2018.    

 

 

Note 11 - Treasury Stock and Repurchase Program:

 

On October 19, 2018, the Company's Board of Directors approved a share repurchase program authorizing the repurchase of shares of the Company’s common stock up to an aggregate purchase price of $2,000,000.  The repurchases may be made from time to time on the open market at prevailing market prices, in negotiated transactions off the market, in block purchases or otherwise. The repurchase program may be suspended or discontinued at any time at the Company’s discretion and has no set expiration date.

 

17

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

Treasury stock, at cost, consists of the following:

 

(in thousands except for shares and cost per share)

 

Shares

   

Total Average

Cost Assigned

   

Average Cost per

Share

   

Aggregate Purchase Price Remaining Under the Program

 

Balance as of April 30, 2019 (1), (2), (3)

    336,439     $ 4,743     $ 14.10     $ 1,438  

Purchases effected in open market during the quarters ended (2):

                               
                                 

May 31, 2019

    2,409       56       23.21       1,382  

June 30, 2019

    1,448       36       24.98       1,346  

July 31, 2019

    -       -       -       1,346  

Balance as of July 31, 2019 (2) (3)

    340,296     $ 4,835     $ 14.21     $ 1,346  

 

(1) Includes 85,219 shares that were acquired during the former repurchase program which was authorized in January 2011 and expired in January 2012;  18,400 shares were acquired prior to January 2011.  

 

(2) Includes 207,047 shares that were acquired during the $3 million repurchase program which was authorized in September 2012 and expired in October 2018.

 

(3) Includes 25,773 shares that were acquired during the $2 million repurchase program which was authorized in  October 2018.

 

 

Note 12 - Leases :

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This ASU requires that, for leases longer than one year, a lessee recognize in the statements of financial position a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. It also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. The firm adopted this ASU in May 2019 under a modified retrospective approach. 

 

The Company adopted ASU 2016-02 using a modified retrospective transition approach as of the Effective Date as permitted by the amendments in ASU 2018-11, which provides an alternative modified retrospective transition method. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. May 1, 2019). The Company has elected to employ the transitionary relief offered by the FASB and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized.  

 

The Company leases office space in New York, NY and a warehouse and appurtenant office space in Lyndhurst, NJ. The Company has evaluated these leases and determined that they are operating leases under the definitions of the guidance of ASU 2016-02.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.

 

On May 1, 2019, the Company recorded a right-of-use asset in the amount of $9,575,000, which represents the lease liability of $10,340,000 adjusted for previously recorded unamortized lease incentives in the amount of $765,000. The right-of-use asset will be amortized over the remaining lease term in the amount equal to the difference between the calculated straight-line expense of the total lease payments less the monthly interest calculated on the remaining lease liability. As of July 31, 2019, the Company had a long-term lease asset of $9,289,000 recorded in property and equipment in its consolidated condensed balance sheets.

 

The Company will recognize lease expense, calculated as the remaining cost of the lease allocated over the remaining lease term on a straight-line basis. Lease expense will be presented as part of continuing operations in the consolidated condensed statements of income. For the three months ended July 31, 2019, the Company recognized $397,000 in lease expense.

 

For the three months ended July 31, 2019, the Company paid $347,000 in rent relating to the leases. As a payment arising from an operating lease, the $347,000 will be classified within operating activities in the consolidated condensed statements of cash flows.

 

18

 

 

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2019

(Unaudited)

 

The Company’s leases generally do not provide an implicit interest rate, and therefore the Company estimated an incremental borrowing rate, or IBR, as of the commencement date, to determine the present value of its operating lease liabilities. The IBR is defined under ASC 842 as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the condensed consolidated balance sheet as of July 31, 2019:

 

Fiscal years ended April 30,

 

(in thousands)

 

 2020 *

  $ 1,052  

 2021

    1,432  

 2022

    1,506  

 2023

    1,597  

 2024

    1,634  

Thereafter

    5,265  

Total undiscounted future minimum lease payments

    12,486  

Less: difference between undiscounted lease payments & the present value of future lease payments

    2,404  

Total operating lease liabilities

  $ 10,082  

 

* Excludes the three months ended July 31, 2019

 

 

Note 13 - Restricted Cash and Deposits:

 
Restricted Money Market Investment in the noncurrent assets on the Consolidated Condensed Balance Sheet at July 31, 2019, includes $469,000, which represents cash invested in a bank money market fund securing a letter of credit (“LOC”) in the amount of $469,000 issued to the sublandlord as a security deposit for the Company’s New York City leased corporate office facility. 

 

 

Note 14 - Concentration:

 

During the three months ended July 31, 2019, 26.9% of total publishing revenues of $9,617,000 were derived from a single customer. 

 

 

Note 15 - Concentration of Credit Risk:

 
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of July 31, 2019 and July 31, 2018, the Company had $737,000 and $899,000, respectively, in excess of the FDIC insured limit.  Management has concluded the excess does not represent a material risk, based on the creditworthiness  of the counter parties.

 

19

 

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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:

 

  maintaining revenue from subscriptions for the Company’s digital and print published products;
 

changes in market and economic conditions, including global financial issues;

 

protection of intellectual property rights;

 

dependence on non-voting revenues and non-voting profits interests in EULAV Asset Management, a Delaware statutory trust (“EAM” or “EAM Trust”), which serves as the investment advisor to the Value Line Funds and engages in related distribution, marketing and administrative services;

 

fluctuations in EAM’s and third party copyright assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors;

 

the valuation of EAM’s intangible assets from time to time;

 

generating future revenues or collection of receivables from significant customers;

 

dependence on key personnel;

 

competition in the fields of publishing, copyright and investment management;

 

the impact of government regulation on the Company’s and EAM’s businesses;

 

availability of free or low cost investment data through discount brokers or generally over the internet;

 

terrorist attacks, cyber attacks and natural disasters;

 

other risks and uncertainties, including but not limited to the risks described in Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended April 30, 2019 and in Part II, Item 1A of this Quarterly Report on Form 10-Q for the period ended July 31, 2019; and other risks and uncertainties arising from time to time.

 

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.

 

In this report, “Value Line,” “we,” “us,” “our” refers to Value Line, Inc. and “the Company” refers to Value Line and its subsidiaries unless the context otherwise requires.

 

20

 

 

Executive Summary of the Business

 

The Company's core business is producing investment periodicals and their underlying research and making available certain Value Line copyrights, Value Line trademarks and Value Line Proprietary Ranking System results 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. Effective December 23, 2010, EULAV Asset Management Trust (“EAM”) was established to provide the investment management services to the Value Line Funds, institutional and individual accounts and provide distribution, marketing, and administrative services to the Value Line® Mutual Funds ("Value Line Funds"). The Company maintains a significant investment in EAM from which it receives payments in respect of its non-voting revenues and non-voting profits interests.

 

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 investment periodicals and related publications (retail and institutional) and Value Line copyrights and Value Line Proprietary Ranking System results and other proprietary information consolidate into one segment called Publishing.

 

Asset Management and Mutual Fund Distribution Businesses

 

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. Distribution is not less than 90% of EAM’s profits payable each fiscal quarter under the provisions of the EAM Trust Agreement.

 

21

 

 

Business Environment

 

The long business expansion still appears to be rather securely in place as summer ends and fall begins. However, the acceleration in economic activity experienced last year, when the benefits of the Administration's major tax cut effected earlier were peaking, has run its course, and growth has moved onto a slower track. This moderating trend was seen in the second quarter of this year when growth slowed to 2.0%. Now, even with retail activity still reasonably strong, GDP growth is likely to move along at a pedestrian 2%, or so, during the next several quarters.       

 

Behind this more deliberate pace of activity lie sharp declines in business and consumer sentiment and the first contraction in manufacturing activity in three years. Much of this latter shortfall is a consequence of the trade impasse between the United States and China. The recent imposition of additional tariffs on each country by the other will not lessen the conflict for certain. Although a diminution in trade tensions still seems possible eventually, the situation likely will remain unresolved for some time.

 

Through it all, it seems quite possible that we will muddle though without a business downturn for a year or two yet. Still, the margin for error is getting smaller, and a notable deterioration on the trade front, or a sustained downturn in sentiment could bring about such a reversal. For now, though, our thinking is that the economy will continue to amble forward in unimposing fashion into 2020.  

 

Looking at the investment situation, it was negative trade talk on the one hand and the prospect of additional interest rate reductions by the Federal Reserve on the other that have contributed to a sharp back-and-forth pattern in the stock market in the past several months. Given the apparent sustainability of these two trends, we would expect further market choppiness to evolve before Wall Street presses forward strongly again.   

  

Results of Operations for the Three Months Ended July 31, 2019 and July 31, 2018

 

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

 

   

Three Months Ended July 31,

 

($ in thousands, except earnings per share)

 

2019

   

2018

   

Change

 

Income from operations

  $ 2,025     $ 1,270       59.4 %

Non-voting revenues and non-voting profits interests from EAM Trust

    2,871       2,271       26.4 %

Income from operations plus non-voting revenues and non-voting profits interests from EAM Trust

  $ 4,896     $ 3,541       38.3 %

Operating expenses

  $ 7,592     $ 7,701       -1.4 %

Income from securities transactions, net

  $ 141     $ 114       23.7 %

Income before income taxes

  $ 5,037     $ 3,655       37.8 %

Net income

  $ 3,690     $ 3,104       18.9 %

Earnings per share

  $ 0.38     $ 0.32       18.8 %

 

During the three months ended July 31, 2019, the Company’s income from operations of $2,025,000 was 59.4% above income from operations of $1,270,000 during the three months ended July 31, 2018. During the three months ended July 31, 2019, there were 9,660,631 average common shares outstanding as compared to 9,689,334 average common shares outstanding during the three months ended July 31, 2018. For the three months ended July 31, 2019, operating expenses were well controlled and decreased 1.4% below those during the three months ended July 31, 2018. During the three months ended July 31, 2019, the Company’s net income of $3,690,000, or $0.38 per share, was 18.9% above net income of $3,104,000, or $0.32 per share, for the three months ended July 31, 2018. The largest factors in the increase in net income during the three months ended July 31, 2019, compared to the prior fiscal year were an increase in copyright fees, an increase from revenues and profits interests in EAM Trust and well controlled overall expenses.

 

22

 

 

Total operating revenues

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

   

Change

 

Investment periodicals and related publications:

                       

Print

  $ 3,181     $ 3,393       -6.2 %

Digital

    3,852       3,899       -1.2 %

Total investment periodicals and related publications

    7,033       7,292       -3.6 %

Copyright fees

    2,584       1,679       53.9 %

Total publishing revenues

  $ 9,617     $ 8,971       7.2 %

 

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

 

   

Three Months Ended July 31,

 
   

2019

   

2018

 
   

Print

   

Digital

   

Print

   

Digital

 

New Sales

    12.1 %     21.0 %     15.8 %     14.9 %

Conversion and Renewal Sales

    87.9 %     79.0 %     84.2 %     85.1 %

Total Gross Sales

    100.0 %     100.0 %     100.0 %     100.0 %

 

During the three months ended July 31, 2019 new sales of digital publications increased as a percent of the total gross digital sales versus the prior fiscal year due to an increase in new Institutional gross sales of digital publications. During the three months ended July 31, 2019 new sales of print publications decreased as a percent of the total gross print sales versus the prior fiscal year due to a decrease in new gross sales of print publications.

 

   

As of July 31,

   

As of April 30,

   

As of July 31,

   

Change

 

($ in thousands)

 

2019

   

2019

   

2018

   

July-19 vs.

Apr-19

   

July-19 vs.

July-18

 

Unearned subscription revenue (current and long-term liabilities)

  $ 23,494     $ 25,483     $ 24,129       -7.8 %     -2.6 %

 

Unearned subscription revenue as of July 31, 2019 is 2.6% below July 31, 2018 and is 7.8% below April 30, 2019. A certain amount of variation is to be expected due to the level and timing of advertising for order generation, the volume of new orders and timing of renewal orders, direct mail campaigns and large Institutional Sales orders.

 

23

 

 

Investment periodicals and related publications revenues

 

Investment periodicals and related publications revenues of $7,033,000 decreased 3.6%, during the three months ended July 31, 2019, as compared to the prior fiscal year. The Company continued activity 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 July 31, 2019 was 4.6% below total product line circulation at July 31, 2018. During the three months ended July 31, 2019 Institutional Sales department generated total sales orders of $2,420,000 and the retail telemarketing sales team generated total sales orders of $1,738,000.

 

Total print circulation at July 31, 2019 was 5.1% below the total print circulation at July 31, 2018. Print publication revenues of $3,181,000 decreased 6.2% during the three months ended July 31, 2019 as compared to the prior fiscal year. Total digital circulation at July 31, 2019 was 3.7% below total digital circulation at July 31, 2018 and digital publications revenues of $3,852,000 during the three months ended July 31, 2019 were 1.2% below the prior fiscal year.

 

Value Line serves primarily individual and professional investors in stocks, who pay generally on annual subscription plans, for basic services or as much as $100,000 or more annually for comprehensive 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 including periods of intensive promotion of “starter” services and publications. Further, new services and new features for existing services are regularly under consideration and development.

 

The Value Line proprietary Ranking System results (the “Ranking System”), a component of the Company’s flagship product, The Value Line Investment Survey, is also utilized in the Company’s copyright 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. During the six month period ended July 31, 2019, the combined Ranking System “Rank 1 & 2” stocks’ increase of 10.7% outperformed the Russell 2000 Index’s increase of 5.0% during the comparable period. During the twelve month period ended July 31, 2019, the combined Ranking System “Rank 1 & 2” stocks’ decrease of 0.1% compared to the Russell 2000 Index’s decrease of 5.8% during the comparable period.

 

Copyright fees

 

During the three months ended July 31, 2019, copyright fees of $2,584,000 were 53.9% above those during the corresponding period in the prior fiscal year.  The largest of the individual ETFs active under Value Line’s copyright program has again earned a five star overall Morningstar rating and a five star Lipper rating.

 

Investment management fees and services – (unconsolidated)

 

The Company has substantial non-voting revenues and non-voting profits interests in EAM, the asset manager to the Value Line Mutual Funds.  Since the Company’s interest is non-controlling and non-voting, 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 July 31, 2019, were $3.42 billion, which is $760 million, or 28.6%, above total assets of $2.66 billion in the Value Line Funds managed and/or distributed by EAM at July 31, 2018. The increase reflects successful investment selection capturing market appreciation and positive net flows for the Value Line Funds, partially offset by net redemptions in eight of the eleven Funds over the twelve month period ended July 31, 2019.

 

24

 

 

Shares of Value Line Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund (“Centurion”) are only distributed within certain variable annuity and variable life insurance contracts issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”).

 

Value Line Mutual Funds

 

   

As of July 31,

 

($ in millions)

 

2019

   

2018

   

Change

 

Variable annuity assets ("GIAC")

  $ 416     $ 396       5.1 %

All other open end equity and hybrid fund assets

    2,898       2,154       34.5 %

Total equity and hybrid funds

    3,314       2,550       30.0 %

Fixed income funds

    107       110       -2.7 %

Total EAM managed net assets

  $ 3,421     $ 2,660       28.6 %

 

The Value Line Fund shareholders are provided a money market fund investment managed by Federated Government Obligations Fund.

 

As of July 31, 2019, five of six Value Line equity and hybrid mutual funds, excluding SAM and Centurion, held an overall four or five star rating by Morningstar, Inc. As of July 31, 2018, four of six Value Line equity and hybrid mutual funds, excluding SAM and Centurion, held an overall four or five star rating by Morningstar, Inc.

 

Several of the Value Line Funds have received national recognition. The Value Line Asset Allocation Fund had the best performance for 2018 of any allocation fund in Morningstar’s allocation categories. The Value Line Mid-Cap Focused Fund, the Value Line Small Cap Opportunities Fund and the Value Line Capital Appreciation Fund have been named “Category Kings” in The Wall Street Journal in multiple months in recent years. In 2019 the Value Line Mid-Cap Focused Fund reached the Journal’s Winner’s Circle for U.S. equity funds.

 

EAM Trust - Results of operations before distribution to interest holders

 

The overall results of EAM’s investment management operations during the three months ended July 31, 2019, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $5,147,000, 12b-1 fees and other fees of $1,979,000 and other income of $53,000. For the same period, total investment management fee waivers were $109,000 and 12b-1 fee waivers for three Value Line Funds were $173,000. During the three months ended July 31, 2019, EAM's net income was $566,000 after giving effect to Value Line’s non-voting revenues interest of $2,588,000, 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 three months ended July 31, 2018, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $4,109,000, 12b-1 fees and other fees of $1,704,000 and other income of $71,000 which included dividend, interest and licensing fees income. For the same period, total investment management fee waivers were $111,000 and 12b-1 fee waivers for four Value Line Funds were $159,000. During the three months ended July 31, 2018, EAM's net income was $606,000 after giving effect to Value Line’s non-voting revenues interest of $1,968,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.

 

As of July 31, 2019, three 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 waivers in place. 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.

 

25

 

 

The Value Line equity and hybrid funds assets represent 84.7%, variable annuity funds issued by GIAC represent 12.2%, and fixed income fund assets represent 3.1%, respectively, of total fund assets under management (“AUM”) as of July 31, 2019. At July 31, 2019, equity, hybrid and GIAC variable annuities AUM increased by 30.0% and fixed income AUM decreased by 2.7% as compared to fiscal 2019.

 

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, not less than 90% of which is distributed in cash every fiscal quarter. The applicable recent non-voting revenues interest percentage for the first quarter of fiscal 2020 was 50.71%.

 

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

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

   

Change

 

Non-voting revenues interest

  $ 2,588     $ 1,968       31.5 %

Non-voting profits interest

    283       303       -6.6 %
    $ 2,871     $ 2,271       26.4 %

 

Operating expenses

 

   

Three Months Ended July 31,

 

($ in thousands)

 

2019

   

2018

   

Change

 

Advertising and promotion

  $ 943     $ 920       2.5 %

Salaries and employee benefits

    4,385       4,479       -2.1 %

Production and distribution

    1,165       1,315       -11.4 %

Office and administration

    1,099       987       11.3 %

Total expenses

  $ 7,592     $ 7,701       -1.4 %

 

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

 

Operating expenses of $7,592,000 during the three months ended July 31, 2019 were 1.4% below those during the three months ended July 31, 2018. Production and distribution expense categories decreased 11.4% as a result of cost controls and a decline in amortization of internally developed software during the three months ended July 31, 2019.

 

Advertising and promotion

 

During the three months ended July 31, 2019, advertising and promotion expenses of $943,000 increased 2.5% as compared to the prior fiscal year. During the three months ended July 31, 2019, a $47,000 increase in media marketing expenses and institutional sales promotion was offset by a $40,000 decrease in direct mail expenses. During the three months ended July 31, 2019 sales commissions increased 4.4% as compared to fiscal 2019.

 

26

 

 

Salaries and employee benefits

 

During the three months ended July 31, 2019, salaries and employee benefits of $4,385,000 decreased 2.1% below the prior fiscal year primarily due to decreases in salaries and employee benefits in the Information Technology department (“IT”), reflecting completion of certain initiatives to upgrade operating systems.

 

Production and distribution

 

During the three months ended July 31, 2019, production and distribution expenses of $1,165,000 decreased 11.4% below the prior fiscal year. During the three months ended July 31, 2019, a decrease of $86,000 was attributable to a decline in amortization of internally developed software costs related to digital security and publication production software as compared to fiscal 2019. In fiscal 2020 printing and distribution costs decreased $53,000 due to a 5.1% decrease in print circulation during the three months ended July 31, 2019.

 

Office and administration

 

During the three months ended July 31, 2019, office and administrative expenses of $1,099,000 increased 11.3% above the prior fiscal year. The increase during the three months ended July 31, 2019 was primarily a result of an increase in professional fees and an increase in operating lease amortization expense in fiscal 2020.

 

Concentration

 

During the three months ended July 31, 2019, 26.9% of total publishing revenues of $9,617,000 were derived from a single customer.

 

Income from Securities Transactions, net

 

During the three months ended July 31, 2019 and July 31, 2018, the Company’s income from securities transactions, net, primarily derived from dividend and interest income, was $141,000 and $114,000, respectively. Proceeds from maturities and sales of government debt securities classified as available-for-sale during the three months ended July 31, 2019 and July 31, 2018, were $2,973,000 and $1,637,000, respectively. There were no sales or proceeds from sales of equity securities during the three months ended July 31, 2019 or July 31, 2018.

 

Effective income tax rate 

 

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the three months ended July 31, 2019 and July 31, 2018 were 26.74% and 15.07%, respectively. The increase in the overall change in the effective Federal tax rate during the quarter ended July 31, 2019 is primarily a result of an increase in the state and local income taxes as a result of changes in state and local tax legislation and the offset of a lowering of NYC tax allocation factor on deferred taxes in fiscal 2019. The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to changes in tax law, 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, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.

 

Leases

 

The FASB issued ASU 2016-02, “Leases (Topic 842)”, in February 2016. ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also requires certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases.

                                   

27

 

 

The Company adopted ASU 2016-02 using a modified retrospective transition approach as of the Effective Date as permitted by the amendments in ASU 2018-11, which provides an alternative modified retrospective transition method. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. May 1, 2019). The Company has elected to employ the transitionary relief offered by the FASB and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized.

                                   

The Company leases office space in New York, NY and a warehouse and appurtenant office space in Lyndhurst, NJ. The Company has evaluated these leases and determined that they are operating leases under the definitions of the guidance of ASU 2016-02.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.                                   

 

Liquidity and Capital Resources

 

The Company had working capital, defined as current assets less current liabilities, of $6,118,000 as of July 31, 2019 and $6,014,000 as of April 30, 2019. These amounts include short-term unearned revenue of $18,593,000 and $20,008,000 reflected in total current liabilities at July 31, 2019 and April 30, 2019, respectively. Cash and short-term securities were $26,303,000 and $28,321,000 as of July 31, 2019 and April 30, 2019, respectively.

 

The Company’s cash and cash equivalents include $3,080,000 and $5,617,000 at July 31, 2019 and April 30, 2019, respectively, invested primarily in 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 outflows from operating activities of $102,000 during the three months ended July 31, 2019 compared to cash inflows from operating activities of $1,429,000 during the three months ended July 31, 2018.  The decrease in cash inflows from fiscal 2019 to fiscal 2020 is primarily attributable to timing of the receipt of copyright fees as compared to the prior fiscal year and the decline in unearned publishing subscriber orders.

 

Cash from investing activities

 

The Company’s cash outflows from investing activities of $648,000 during the three months ended July 31, 2019 compared to cash outflows from investing activities of $491,000 for the three months ended July 31, 2018.  Cash outflows for the three months ended July 31, 2019 were higher than in fiscal 2019 primarily due to the additional equity securities investments in fiscal 2020. 

 

Cash from financing activities

 

During the three months ended July 31, 2019, the Company’s cash outflows from financing activities were $2,025,000 and compared to cash outflows from financing activities of $1,887,000 for the three months ended July 31, 2018. Cash outflows for financing activities included $92,000 and $46,000 for the repurchase of 3,857 shares and 2,286 shares of the Company’s common stock under the October 19, 2018 and the September 19, 2012 board approved common stock repurchase programs, during fiscal years 2020 and 2019, respectively. Quarterly dividend payments of $0.20 per share during fiscal 2020 aggregated $1,933,000 and compared to quarterly dividend payments of $0.19 per share during fiscal 2019 which aggregated $1,841,000.

 

28

 

 

At July 31, 2019 there were 9,659,704 common shares outstanding as compared to 9,689,442 common shares outstanding at July 31, 2018. 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 July 31, 2019, and April 30, 2019, retained earnings were $50,356,000 and $48,598,000, respectively, and liquid assets were $26,303,000 and $28,321,000, 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.

 

Off-balance sheet arrangements

 

We are not a party to any off-balance sheet arrangements, other than operating leases entered into in the ordinary course of business.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This ASU requires that, for leases longer than one year, a lessee recognize in the statements of financial position a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. It also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. The firm adopted this ASU in May 2019 under a modified retrospective approach (see Note 12).

 

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows.  The Company has adopted ASU 2016-15 in the first quarter of fiscal 2019. 

 

The FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09 requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective or cumulative effect transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. The Company has adopted ASU No. 2014-09 in the first quarter of fiscal 2019, which does not have a material impact on the Company's consolidated condensed financial statements and related disclosures.

 

29

 

 

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)", effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. This ASU requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company has adopted ASU No. 2016-18 in the first quarter of fiscal 2019, which does not have a material impact on the Company's consolidated condensed financial statements and related disclosures.

 

On June 21, 2018, the United States Supreme Court reversed the 1992 ruling in Quill, which protected firms delivering items by common carrier into a state where it had no physical presence from having to collect sales tax in such state. The Company is complying with applicable state laws.

 

Critical Accounting Estimates and Policies

 

The Company prepares its Consolidated Condensed financial statements in accordance with Generally 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 Condensed Financial Statements.

 

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market Risk Disclosures

 

The Company’s Consolidated Condensed Balance Sheet includes a substantial amount of assets the fair values of which 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 been to acquire debt securities with low credit risk. Despite this strategy management recognizes and accepts the possibility that losses may occur. To limit the price fluctuation in these securities from interest rate changes, the Company’s management invests primarily in short-term obligations maturing within one year.

 

The fair values of the Company’s fixed maturity investments will fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases in fair values of those instruments. Additionally, fair values of interest rate sensitive instruments may be affected by prepayment options, relative values of alternative investments, and other general market conditions.

 

Fixed income securities consist of certificates of deposits and securities issued by federal, state and local governments within the United States. As of July 31, 2019 and April 30, 2019 the aggregate cost of fixed income securities classified as available-for-sale were $11,411,000 and $11,163,000, respectively, and fair value was $11,473,000 and $11,206,000, respectively.

 

30

 

 

The following table summarizes the estimated effects of hypothetical increases and decreases in interest rates on assets that are subject to interest rate risk. It is assumed that the changes occur immediately and uniformly to each category of instrument containing interest rate risks. The hypothetical changes in market interest rates do not reflect what could be deemed best or worst case scenarios. Variations in market interest rates could produce significant changes in the timing of repayments due to prepayment options available. For these reasons, actual results might differ from those reflected in the table.

 

Fixed Income Securities

 

      Estimated Fair Value after  
      Hypothetical Change in Interest Rates  
      (in thousands)  
                                         
      (bp = basis points)  
                                         
              6 mos.       6 mos.       1 yr.       1 yr.  
                                         
      Fair        50bp       50bp       100bp       100bp  
      Value       increase       decrease       increase       decrease  
                                         
As of July 31, 2019                                        
Investments in securities with fixed maturities   $ 11,473     $ 11,568     $ 11,600     $ 11,721     $ 11,676  
                                         
As of April 30, 2019                                        
Investments in securities with fixed maturities   $ 11,206     $ 11,476     $ 11,446     $ 11,493     $ 11,451  

 

Management regularly monitors the maturity structure of the Company’s investments in debt securities in order to maintain an acceptable price risk associated with changes in interest rates.

 

Equity Price Risk

 

The carrying values of investments subject to equity price risks are based on quoted market prices 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 of blue chip companies with a concentration on large capitalization companies with high relative dividend yields. 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 July 31, 2019 and April 30, 2019, the aggregate cost of the equity securities classified as available-for-sale, which consist of investments in the SPDR Series Trust S&P Dividend ETF (SDY), First Trust Value Line Dividend Index ETF (FVD), INVESCO Financial Preferred ETF (PGF), Select Utilities Select Sector SPDR ETF (XLU), First Trust Value Line 100 ETF (FVL), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL) and iShares Select Dividend ETF (DVY) was $8,940,000 and $8,541,000, respectively, and the fair value was $11,112,000 and $10,622,000, respectively.

 

31

 

 

Equity Securities

 

                      Hypothetical    
               

 

    Percentage  
                Estimated Fair     Increase  
           

 

  Value after     (Decrease) in  
            Hypothetical   Hypothetical     Shareholders  

($ in thousands)

   

Fair Value

 

Price Change

 

Change in Prices

    Equity  

As of July 31, 2019

Equity Securities and ETFs held for dividend yield

  $ 11,112  

30% increase

  $ 14,446       5.34 %
           

30% decrease

  $ 7,778       -5.34 %
                             

 

Equity Securities                       Hypothetical    
               

 

    Percentage  
                Estimated Fair     Increase  
           

 

  Value after     (Decrease) in  
            Hypothetical   Hypothetical     Shareholders  

($ in thousands)

   

Fair Value

 

Price Change

 

Change in Prices

    Equity  
As of April 30, 2019

Equity Securities and ETFs held for dividend yield

  $ 10,622  

30% increase

  $ 13,809       5.30 %
           

30% decrease

  $ 7,436       -5.30 %
                             

 

 

Item 4. CONTROLS AND PROCEDURES

 

 

(a)

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

     
    The Company’s management has evaluated, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
     
  (b) The registrant’s Principal Executive Officer and Principal Financial Officer have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

32

 

 

Part II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors disclosed in Item 1A – Risk Factors in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019 filed with the SEC on July 25, 2019.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

 

(c)

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 July 31, 2019. All purchases listed below were made in the open market at prevailing market prices.

 

   

ISSUER PURCHASES OF EQUITY SECURITIES

 
   

(a) Total Number of Shares (or Units) Purchased

   

(b) Average Price

Paid per Share (or

Unit)

   

(c) Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

   

(d) Maximum Number

(or Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs

 

May 1 - 31, 2019

    2,409     $ 23.21       2,409     $ 1,382,000  

June 1 - 30, 2019

    1,448       24.98       1,448       1,346,000  

July 1 - 31, 2019

    -       -       -       1,346,000  

Total

    3,857     $ 23.88       3,857     $ 1,346,000  

 

All shares were repurchased pursuant to authorization of the Board of Directors. On October 19, 2018, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock, at such times and prices as management determined to be advisable, up to an aggregate purchase price of $2,000,000.

 

Item 5. Other Information

 

None.

 

33

 

 

Item 6. Exhibits

 

31.1

Certificate of Principal Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

Certificate of Principal Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

Joint Principal Executive Officer/Principal Financial Officer Certificate Required Under Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

34

 

 

VALUE LINE, INC.

 

Signatures

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Value Line, Inc. 

 

 

(Registrant) 

 

       

 

 

 

 

       

 

By:

/s/ Howard A. Brecher

 

 

 

 Howard A. Brecher 

 

 

 

 Chief Executive Officer 

 

     (Principal Executive Officer)  
       
       
       
  By: /s/ Stephen R. Anastasio  
     Stephen R. Anastasio  
     Vice President & Treasurer  
   

 (Principal Financial Officer)

 

 

 

 

Date: September 13, 2019

 

 

35

 

ex_157503.htm

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Howard A. Brecher, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of Value Line, Inc. for the quarter ended July 31, 2019;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

Date: September 13, 2019

By:

/s/ Howard A. Brecher

 

 

 

 Howard A. Brecher

 

 

 

 Chairman and Chief Executive Officer

 (Principal Executive Officer)

 

 

ex_157504.htm

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Stephen R. Anastasio, certify that:

 

1.

I have reviewed this report on Form 10-Q of Value Line, Inc. for the quarter ended July 31, 2019;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: September 13, 2019

By:

/s/ Stephen R. Anastasio

 

 

 

 Stephen R. Anastasio

 

 

 

 Vice President & Treasurer

 (Principal Financial Officer)

 

 

ex_157505.htm

 

Exhibit 32.1

 

 

 

 

Certification Pursuant to 18 U.S.C. Section 1350

 

 

 

In accordance with 18 U.S.C. Section 1350, the undersigned hereby certify, in the indicated capacities with respect to Value Line, Inc. (the “Issuer”), that the report on Form 10-Q for the quarter ended July 31, 2019 of the Issuer fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the quarterly report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the quarterly report on Form 10-Q of the Issuer accompanying this certification.

 

 

 

By:

/s/ Howard A. Brecher

 

 

 

 Howard A. Brecher

 Chairman and Chief Executive Officer

 (Principal Executive Officer)

 

 

 

 

 

By:

/s/ Stephen R. Anastasio

 

 

 

 Stephen R. Anastasio

 

 

 

 Vice President & Treasurer

 (Principal Financial Officer)

 

 

 

Date: September 13, 2019

 

v3.19.2
Note 3 - Variable Interest Entity (Details Textual)
3 Months Ended
Jul. 31, 2019
EAM Trust [Member]  
Non Voting Profits Interest Percent 50.00%
v3.19.2
Note 6 - Comprehensive Income - Components of Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended
Jul. 31, 2019
Jul. 31, 2018
Change in unrealized gains (losses) on securities, amount before tax $ 109 $ 539
Change in unrealized gains (losses) on securities, tax expense (23) (113)
Change in unrealized gains (losses) on securities, amount net of tax 86 426
Other comprehensive income (loss), available-for-sale securities adjustment, amount before tax 109 539
Other comprehensive income (loss), available-for-sale securities, tax expense (23) (113)
Other comprehensive income (loss), available-for-sale securities adjustment, amount net of tax $ 86 $ 426
v3.19.2
Note 15 - Concentration of Credit Risk (Details Textual) - USD ($)
Jul. 31, 2019
Jul. 31, 2018
Cash, Uninsured Amount $ 737,000 $ 899,000
v3.19.2
Note 3 - Variable Interest Entity (Tables)
3 Months Ended
Jul. 31, 2019
Notes Tables  
Schedule of Variable Interest Entities [Table Text Block]
           
Value Line
 
($ in thousands)
 
VIE Assets
   
Investment in
EAM Trust (1)
   
Liabilities
   
Maximum
Exposure to Loss
 
As of July 31, 2019 (unaudited)
  $
61,366
    $
58,971
    $
-
    $
58,971
 
As of April 30, 2019
  $
60,683
    $
58,625
    $
-
    $
58,625
 
v3.19.2
Note 15 - Concentration of Credit Risk
3 Months Ended
Jul. 31, 2019
Notes to Financial Statements  
Concentration of Credit Risk [Text Block]
Note
15
- Concentration of Credit Risk:
 
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to
$250,000.
As of
July 31, 2019
and
July 31, 2018,
the Company had
$737,000
and
$899,000,
respectively, in excess of the FDIC insured limit.  Management has concluded the excess does
not
represent a material risk, based on the creditworthiness  of the counter parties.
v3.19.2
Note 11 - Treasury Stock and Repurchase Program
3 Months Ended
Jul. 31, 2019
Notes to Financial Statements  
Treasury Stock [Text Block]
Note
11
- Treasury Stock and Repurchase Program:
 
On
October 19, 2018,
the Company's Board of Directors approved a share repurchase program authorizing the repurchase of shares of the Company’s common stock up to an aggregate purchase price of
$2,000,000.
  The repurchases
may
be made from time to time on the open market at prevailing market prices, in negotiated transactions off the market, in block purchases or otherwise. The repurchase program
may
be suspended or discontinued at any time at the Company’s discretion and has
no
set expiration date.
 
Treasury stock, at cost, consists of the following:
 
(in thousands except for shares and cost per share)
 
Shares
   
Total Average
Cost Assigned
   
Average Cost per
Share
   
Aggregate Purchase Price Remaining Under the Program
 
Balance as of April 30, 2019 (1), (2), (3)
   
336,439
    $
4,743
    $
14.10
    $
1,438
 
Purchases effected in open market during the quarters ended (2):
                               
                                 
May 31, 2019
   
2,409
     
56
     
23.21
     
1,382
 
June 30, 2019
   
1,448
     
36
     
24.98
     
1,346
 
July 31, 2019
   
-
     
-
     
-
     
1,346
 
Balance as of July 31, 2019 (2) (3)
   
340,296
    $
4,835
    $
14.21
    $
1,346