UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

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

 

For the fiscal year ended April 30, 2016

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.)
485 Lexington Avenue, New York, New York	10017-2630
(Address of principal executive offices)	(Zip Code)

 

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

 

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

Common Stock, $0.10 par value	The NASDAQ Capital Market
(Title of class)	(Name of each exchange on which registered)

                                       

Securities registered pursuant to Section 12 (g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                               [X] Yes [ ] No

 

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).            [X] Yes [ ] No

 

       Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.             [X]

 

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

 

Large accelerated filer [ ]            Accelerated filer [ ]        Non-accelerated filer [X ]               Smaller reporting company [ ]

 

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

 

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates at October 31, 2015 was $18,491,789.

 

There were 9,729,230 shares of the registrant’s Common Stock outstanding at June 30, 2016.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s Proxy Statement relating to the registrant’s 2016 Annual Meeting of Shareholders, to be held on

September 29, 2016, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

 

 

  

 

TABLE OF CONTENTS

 

 

PART I
Item 1	Business	5
Item 1A	Risk Factors	15
Item 1B	Unresolved Staff Comments	18
Item 2	Properties	18
Item 3	Legal Proceedings	19
Item 4	Mine Safety Disclosures	19
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6	Selected Financial Data	21
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8	Financial Statements and Supplementary Data	41
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	42
Item 9A	Controls and Procedures	43
Item 9B	Other Information	44
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	45
Item 11	Executive Compensation	46
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13	Certain Relationships and Related Transactions and Director Independence	47
Item 14	Principal Accounting Fees and Services	48
PART IV
Item 15	Exhibits and Financial Statement Schedules	49

 

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

 

 

Cautionary Statement Regarding Forward-Looking Information

 

This report contains statements that are predictive in nature, depend upon or refer to future events or conditions (including certain projections and business trends) accompanied by such phrases as “believe”, “estimate”, “expect”, “anticipate”, “will”, “intend” and other similar or negative expressions, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended. Actual results for Value Line, Inc. (“Value Line” or “the Company”) may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the following:

 

●

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 assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors, and the effect these changes may have on the valuation of EAM’s intangible assets;

●

dependence on key personnel;

●

competition in the fields of publishing, copyright data 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;

●

locating suitable office space before expiration of the Company’s current lease term;

●

moving to a new leased warehouse and appurtenant office space for the Company’s subsidiary in NJ;

●

other risks and uncertainties, including but not limited to the risks described in Item 1A, “Risk Factors” herein; 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.

 

 

 

Explanatory Notes

  

References in this Annual Report on Form 10-K for the fiscal year ending April 30, 2016, to “the Company”, “Value Line”, “we”, “us” and “our” refer to Value Line, Inc. and its consolidated subsidiaries, unless the context otherwise requires. In addition, unless the context otherwise requires, references to:

 

“fiscal 2016” are to the twelve month period from May 1, 2015 to April 30, 2016;

 

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

 

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

  

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

Part I

Item 1. BUSINESS.

 

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

 

The Company is the successor to substantially all of the operations of Arnold Bernhard & Company, Inc. ("AB&Co."). AB&Co. is the controlling shareholder of the Company and, as of April 30, 2016, owns 88.5% of the outstanding shares of the common stock of the Company.

 

Asset Management and Mutual Fund Distribution Businesses

 

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

 

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

 

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

 

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

 

 

  

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

 

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

 

A. Investment Related Periodicals & Publications

 

The investment periodicals and related publications offered by Value Line Publishing LLC (“VLP”), a wholly-owned entity of the Company, cover a broad spectrum of investments including stocks, mutual funds, ETFs, options and convertible securities. The Company’s periodicals and related publications and services are of interest to individual and professional investors, as well as to institutions including municipal and university libraries and investment firms.

       The services generally fall into four categories:

 

●

Comprehensive reference periodical publications

●

Targeted, niche periodical newsletters

●

Investment analysis software

●

Current and historical financial databases

 

The comprehensive research services (The Value Line Investment Survey, The Value Line Investment Survey - Small and Mid-Cap, The Value Line 600, The Value Line Small & Mid-Cap 300, and The Value Line Fund Advisor Plus) provide both statistical and text coverage of a large number of investment securities, with an emphasis placed on Value Line’s proprietary research, analysis and statistical ranks. The Value Line Investment Survey is the Company’s flagship service, published each week in print and daily on the web, and covering approximately 1,700 stocks.        

 

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

   

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

 

 

 

Investment analysis software (The Value Line Investment Analyzer and The Value Line Mutual Fund Survey for Windows®) includes data sorting and filtering tools. In addition, for institutional and professional subscribers, VLP offers current and historical financial databases (DataFile, Estimates & Projections, Convertibles and Mutual Funds) via online.

 

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

 

The Value Line Investment Survey

 

The Value Line Investment Survey is an investment periodical research service providing both timely articles on economic, financial and investment matters and analysis and ranks for equity securities. Two of the evaluations for covered equity securities are "Timeliness™" and "Safety™.” “Timeliness” Ranks relate to the probable relative price performance of one stock over the next six to twelve months, as compared to the rest of the approximately 1,700 stocks covered. Ranks are updated each week and range from Rank 1 for the expected best performing stocks to Rank 5 for the expected poorest performers. "Safety" Ranks are a measure of risk and are based on the issuer's relative Financial Strength and its stock's Price Stability. "Safety" ranges from Rank 1 for the least risky stocks to Rank 5 for the riskiest. VLP employs analysts and statisticians who prepare articles of interest for each periodical and who evaluate stock performance and provide future earnings estimates and quarterly written evaluations with more frequent updates when relevant. The Value Line Investment Survey is comprised of three parts: The "Summary & Index" provides updated Timeliness and Safety Ranks, selected financial data, and "screens" of key financial measures; the "Ratings & Reports" section contains updated reports on about 130 stocks each week; and the “Selection & Opinion” section provides economic commentary and data, general interest articles, and four model portfolios managed by analysts covering a range of investment approaches.

 

The Value Line Investment Survey - Small and Mid-Cap

 

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

 

The Value Line Fund Advisor

 

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

 

 

 

The Value Line Special Situations Service

 

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

 

The Value Line Options Survey

 

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

 

The Value Line Convertibles Survey

 

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

 

Value Line Select

 

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

 

Value Line Select: Dividend Income & Growth

 

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

 

The Value Line 600

 

The Value Line 600 is a monthly publication, which contains full-page research reports on approximately 600 equity securities. Its reports provide information on many actively traded, larger capitalization issues as well as some smaller growth stocks. As a lower priced service, it offers investors who want the same type of analysis provided in The Value Line Investment Survey, but who do not want or need coverage of the approximately 1,700 companies covered by that product a suitable alternative. In fiscal 2016, most retail marketing and new orders in terms of numbers were accounted for by The Value Line 600 service. Readers also receive supplemental reports as well as a monthly Index, which includes updated statistics, including proprietary ranks and ratings. A model portfolio, delivered via a weekly email newsletter, was added to this service in January 2015.

 

The Value Line Small & Mid-Cap 300 and Investor 900

 

In January 2016, we launched The Value Line Small & Mid-Cap 300. It is a monthly publication and details a select group of about 300 of the approximately 1,700 companies that comprise The Value Line Investment Survey. The 300 company reports included in this service are a smaller selection of the same full-page reports that are published in The Value Line Investment Survey. The 300 stocks all have market capitalizations of under $5.0 billion, and most industries are represented by at least two stocks.

 

 

 

Although the 300 can be purchased separately, our main goal is to provide this service to current Value Line 600 subscribers, who are predominantly receiving research on only larger cap stocks. Thus, the 300 is a companion service to the 600. When 600 subscribers add the 300 service, they are then subscribed to the print Value Line 900 or on the web The Value Line Investment Survey - Investor 900. In addition to the stock reports, 900 subscribers receive monthly Summary & Index sections, which include updated company statistics, screens, and Supplementary Reports. The online 900 service provides many of our updates on a more timely basis, and two model portfolios are delivered via weekly email newsletters.    

 

 Value Line Investment Analyzer

 

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

 

The Value Line Mutual Fund Survey for Windows®

 

Value Line Mutual Fund Survey for Windows is a monthly Internet product with weekly updates. The program features powerful sorting and filtering analysis tools. It includes features such as style attribution analysis, a portfolio stress tester, portfolio rebalancing, correlation of fund returns and hypothetical assets. “Windows” is a registered trademark of Microsoft Corp. Value Line and Microsoft Corp. are not affiliated companies.

 

Value Line DataFile Products

 

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

 

Fundamental DataFile I and II

 

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

 

Estimates and Projections DataFile

 

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

 

 

 

Mutual Fund DataFile

 

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

ETF DataFile

 

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

 

Convertible DataFile

 

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

 

Value Line Research Center

 

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

 

Digital Services:

 

On July 10, 2014, Value Line updated its digital services. These services include:

 

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

 

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

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

B. Copyright Data Fees Programs

 

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

 

Value Line’s primary copyright data products are structured as ETFs, Unit Investment Trusts, variable annuity products and separately managed accounts, all of which have in common some degree of reliance on the Value Line Ranking System for their portfolio creation. These products are offered and distributed by independent sponsors.

 

 

 

C. Investment Management Services

 

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

 

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

 

On December 23, 2010, the Company deconsolidated its asset management and mutual fund distribution businesses and its interests in these businesses were restructured as non-voting revenues and non-voting profits interests in EAM. Accordingly, the Company no longer reports this operation as a separate business segment, although it still maintains a significant interest in the cash flows generated by this business and will continue to receive ongoing payments in respect of its non-voting revenues and non-voting profits interests, as discussed below. Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2016, were $2.2 billion, which is $128 million, or 5.4%, below total assets of $2.4 billion in the Value Line Funds managed and/or distributed by EAM at April 30, 2015.

  

Total net assets of the Value Line Funds at April 30, 2016, were:

 

		($ in thousands)
Value Line Small Cap Opportunities		$	386,769
Value Line Income & Growth Fund			318,828
Value Line Premier Growth Fund			316,315
Value Line Asset Allocation Fund			313,167
Value Line Strategic Asset Management Fund			265,551
Value Line Larger Companies Focused Fund			218,847
Value Line Centurion Fund			132,934
Value Line Mid Cap Focused Fund			124,612
Value Line Core Bond Fund			72,342
Value Line Tax Exempt Fund			69,121
Worthington Value Line Dynamic Opportunity Fund			2,631
Value Line VIP Equity Advantage Fund			1,227
Total EAM managed net assets		$	2,222,344

  

In June 2015, EAM added a new money market option, the Federated Government Obligations Fund, for the direct Value Line Funds’ shareholders to exchange into in place of the Daily Income Fund. In July 2015, Reich & Tang liquidated the Daily Income Fund.

 

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

 

 

 

D. Wholly-Owned Operating Subsidiaries

 

Wholly-owned operating subsidiaries of the Company as of April 30, 2016 include the following:

 

1.	Value Line Publishing LLC (“VLP”) is the publishing unit for the investment related periodical publications and copyright data.

 

2.	Vanderbilt Advertising Agency, Inc. places advertising on behalf of the Company's publications.

 

3.	Value Line Distribution Center, Inc. (“VLDC”) is the successor to Compupower Corporation. It provides subscription fulfillment services and subscriber relations services for Value Line’s publications and continues to distribute Value Line’s print publications.

 

E. Trademarks

 

The Company holds trademark and service mark registrations for various names and logos in multiple countries. Value Line believes that these trademarks and service marks provide significant value to the Company and are an important factor in the marketing of its products and services, as well as in the marketing of the Value Line Funds, now managed by EAM. The Company is utilizing all of its trademarks and service marks, and properly maintaining all registrations.

 

F. Investments

 

As of April 30, 2016 and April 30, 2015, the Company held total investment assets (excluding its interests in EAM) with a fair market value of $3,637,000 and $9,632,000, respectively, including equity securities classified as available-for-sale on the Consolidated Balance Sheets. As of April 30, 2016, the Company held 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) and PowerShares Financial Preferred ETF (PGF). As of April 30, 2015, the Company held equity securities classified as available-for-sale, which consisted of investments in the iShares Dow Jones Select Dividend Index (DVY), SPDR S&P Dividend (SDY), First Trust Value Line Dividend Index (FVD), PowerShares Financial Preferred (PGF), certain common shares of equity securities and inverse equity index ETFs. The Company did not hold any fixed income securities at April 30, 2016 or April 30, 2015.

 

G. Employees

 

At April 30, 2016, the Company and its subsidiaries employed 178 people.

 

The Company and its affiliates, officers, directors and employees may from time to time own securities which are also held in the portfolios of the Value Line Funds or recommended in the Company's publications. Value Line analysts are not permitted to own securities of the companies they cover. The Company has adopted rules requiring reports of securities transactions by employees for their respective accounts. The Company has also established policies restricting trading in securities whose ranks are about to change in order to avoid possible conflicts of interest.

 

 

     

H. Principal Business Segments

 

The information with respect to revenues from external customers and profit and loss of the Company's identifiable principal business segments is incorporated herein by reference to Note 15 of the Notes to the Company's Consolidated Financial Statements included in this Form 10-K.

 

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

 

I. Competition

 

The investment information and publishing business conducted by the Company and the investment management business conducted by EAM are very competitive. There are many competing firms and a wide variety of product offerings. Some of the firms in these industries are substantially larger and have greater financial resources than the Company and EAM. The Internet continues to increase the amount of competition in the form of free and paid online investment research. With regard to the investment management business conducted by EAM, the prevalence of broker supermarkets or platforms permitting easy transfer of assets among mutual funds, mutual fund families, and other investment vehicles tends to increase the speed with which shareholders can leave or enter the Value Line Funds based, among other things, on short term fluctuations in performance.

 

J. Executive Officers of the Registrant

 

The following table lists the names, ages (at June 30, 2016), and principal occupations and employment during the past five years of the Company's Executive Officers. All officers are elected to terms of office for one year. Except as noted, each of the following has held an executive position with the companies indicated for at least five years.

 

Name	Age	Principal Occupation or Employment
Howard A. Brecher	62	Chairman and Chief Executive Officer since October 2011; Acting Chairman and Acting Chief Executive Officer from November 2009 to October 2011; Chief Legal Officer; Vice President and Secretary until January 2010; Vice President and Secretary of each of the Value Line Funds from June 2008 to December 2010; Secretary of EAM LLC from February 2009 until December 2010; Director and General Counsel of AB&Co. Mr. Brecher has been an officer of the Company for more than 20 years.
Stephen R. Anastasio	57	Vice President since December 2010; Director since February 2010; Treasurer since 2005. Mr. Anastasio has been an officer of the Company for more than 10 years.

 

 

 

WEBSITE ACCESS TO SEC REPORTS

 

The Company’s Internet site address is www.valueline.com. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are made available on the “Corporate Filings” page under the “About Value Line” tab on the Company’s website @www.valueline.com/About/corporate_filings.aspx. free of charge as soon as reasonably practicable after the reports are filed electronically with the SEC. All of the Company’s SEC reports are also available on the SEC Internet site, www.sec.gov.

 

ITEM 1A. RISK FACTORS

 

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

 

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

 

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

 

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

 

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

 

EAM’s assets under management, which impact EAM’s revenue, and consequently the amount of the cash flow that the Company receives from EAM, are subject to fluctuations based on market conditions and individual fund performance.

 

Financial market declines and/or adverse changes in interest rates would generally negatively impact the level of EAM’s assets under management and consequently its revenue and net income. Major sources of investment management revenue for EAM (i.e., investment management and service and distribution fees) are calculated as percentages of assets under management. A decline in securities prices or in the sale of investment products or an increase in fund redemptions would reduce fee income. A prolonged recession or other economic or political events could also adversely impact EAM’s revenue if it led to decreased demand for products, a higher redemption rate, or a decline in securities prices. Good performance of managed assets relative to both competing products and benchmark indices generally assists in both retention and growth of assets, and may result in additional revenues. Conversely, poor performance of managed assets relative to competing products or benchmark indices tends to result in decreased sales and increased redemptions with corresponding decreases in revenues to EAM. Poor performance could therefore reduce the amount of cash flow that the Company receives from EAM, which reduction could adversely affect the Company’s financial condition.

 

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

 

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

 

 

 

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

 

A substantial portion of the Company’s revenue is generated from print and digital subscriptions, which are paid in advance by subscribers. Unearned revenues are accounted for on the Consolidated Balance Sheets of the Company within current and long term liabilities. The backlog of orders is primarily generated through renewals and new subscription marketing efforts as the Company deems appropriate. Future results will depend on the renewal of existing subscribers and obtaining new subscriptions for the investment periodicals and related publications. The availability of competitive information on the Internet at low or no cost has had and may continue have a negative impact on the demand for our products.

 

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

 

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

 

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

 

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

 

 

Failure to protect its intellectual property rights and proprietary information could harm the Company’s ability to compete effectively and could negatively affect operating results.

 

The Company’s trademarks are important assets to the Company. Although its trademarks are registered in the United States and in certain foreign countries, the Company may not always be successful in asserting global trademark protection. In the event that other parties infringe on its intellectual property rights and it is not successful in defending its intellectual property rights, the result may be a dilution in the value of the Company’s brands in the marketplace. If the value of the Company’s brands becomes diluted, such developments could adversely affect the value that its customers associate with its brands, and thereby negatively impact its sales. Any infringement of our intellectual property rights would also likely result in a commitment of Company resources to protect these rights through litigation or otherwise. In addition, third parties may assert claims against our intellectual property rights and we may not be able successfully to resolve such claims. The Company is utilizing all of its trademarks and properly maintaining registrations for them.

 

Adverse changes in market and economic conditions could lower demand for the Company’s and EAM’s products and services. 

 

The Company provides its products and services to individual investors, financial advisors, and institutional clients. Adverse conditions in the financial and securities markets may have an impact on the Company’s subscription revenues, securities income, and copyright data fees which could adversely affect the Company’s results of operations and financial condition. Adverse conditions in the financial and securities markets could also have an adverse effect on EAM’s investment management revenues and reduce the amount of cash flow that the Company receives from EAM, which reduction could adversely affect the Company’s financial condition.

 

 

   

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

 

Both the investment information and publishing business conducted by the Company and the investment management business conducted by EAM are very competitive. There are many competing firms and a wide variety of product offerings. Some of the firms in these industries are substantially larger and have greater financial resources than the Company and EAM. With regard to the investment information and publishing business, barriers to entry have been reduced by the minimal cost structure of the Internet and other technologies. With regard to the investment management business, the absence of significant barriers to entry by new investment management firms in the mutual fund industry increases competitive pressure. Competition in the investment management business is based on various factors, including business reputation, investment performance, quality of service, marketing, distribution services offered, the range of products offered and fees charged. Access to mutual fund distribution channels has also become increasingly competitive.

 

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

 

Changes in legal, regulatory, accounting, tax and compliance requirements could have an effect on EAM’s operations and results, including but not limited to increased expenses and restraints on marketing certain funds and other investment products. EAM is registered with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, operational and disclosure obligations. ES is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, also known as “FINRA”. Each Value Line Fund is a registered investment company under the 1940 Act. The 1940 Act requires numerous compliance measures, which must be observed, and involves regulation by the SEC. Each fund and its shareholders may face adverse tax consequences if the Value Line Funds are unable to maintain qualification as registered investment companies under the Internal Revenue Code of 1986, as amended. Those laws and regulations generally grant broad administrative powers to regulatory agencies and bodies such as the SEC and FINRA. If these agencies and bodies believe that EAM, ES or the Value Line Funds have failed to comply with their laws and regulations, these agencies and bodies have the power to impose sanctions. EAM, ES and the Value Line Funds, like other companies, can also face lawsuits by private parties. Regulatory proceedings and lawsuits are subject to uncertainties, and the outcomes are difficult to predict. Changes in laws, regulations or governmental policies, and the costs associated with compliance, could adversely affect the business and operations of the EAM, ES and the Value Line Funds. An adverse resolution of any regulatory proceeding or lawsuit against the EAM or ES could result in substantial costs or reputational harm to them or to the Value Line Funds and have an adverse effect on their respective business and operations. An adverse effect on the business and operations of EAM, ES and/or the Value Line Funds could reduce the amount of cash flow that the Company receives in respect of its non-voting revenues and non-voting profits interests in EAM and, consequently, could adversely affect the Company’s cash flows, results of operations and financial condition.

 

Terrorist attacks could adversely affect the Company and EAM.

 

A terrorist attack, including biological or chemical weapons attacks, and the response to such terrorist attacks, could have a significant impact on the New York City area, the local economy, the United States economy, the global economy, and U.S. and/or global financial markets, and could also have a material adverse effect on the Company’s business and on the investment management business conducted by EAM.

 

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

 

As of April 30, 2016, AB&Co., Inc. beneficially owned 88.5% of the outstanding shares of the Company’s voting stock. AB&Co. is therefore able to exercise voting control with respect to all matters requiring stockholder approval, including the election or removal from office of all of our directors.

 

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

 

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

 

 

 

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

 

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

 

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

 

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

 

Item 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

Item 2. PROPERTIES.

 

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

 

On February 7, 2013, the Company and Citibank, N.A. (the “Sublandlord”) entered into a sublease agreement, pursuant to which Value Line has leased 44,493 square feet of office space located on the ninth floor at 485 Lexington Ave., New York, NY (“Building” or “Premises”) beginning on July 1, 2013 and ending on February 27, 2017 ("Sublease"). On August 16, 2013, the Company moved to the Building which became its new corporate office facility. Base rent under the Sublease is $1,468,269 per annum, subject to customary concessions in the Company’s favor and pass-through of certain increases in operating costs and real estate taxes. The Company provided a security deposit in cash in the amount of $489,423, which is to be partially returned over the course of the sublease term. The Company received $122,355 each year from sublandlord in March 2015 and in March 2016. The Company is required to pay for certain operating expenses associated with the Premises as well as utilities supplied to the Premises. The Sublease terms have provided for a significant decrease in the Company’s annual rental expenses. The Company recorded a deferred charge on its Consolidated Balance Sheets to reflect the excess of annual rental expense over cash payments since inception of the lease due to free rent for the first six months of the sublease.

 

 

 

On February 29, 2016, the Company’s subsidiary Value Line Distribution Center (“VLDC”) and Seagis Property Group LP (the “Landlord”) entered into a lease agreement, pursuant to which VLDC will lease approximately 24,110 square feet of warehouse and appurtenant office space located at 205 Chubb Ave., Lyndhurst, NJ (“Building” or “Premises”) beginning on or about May 1, 2016 and ending on April 30, 2024 (“Lease”). Base rent under the Lease will be $192,880 per annum payable in equal monthly installments on the first day of each month, in advance during fiscal 2017 and will gradually increase to $237,218 in fiscal 2024, subject to customary increases based on operating costs and real estate taxes. The Company provided a security deposit in cash in the amount of $32,146, which will be fully refunded after the Lease term expires. The lease is a net lease requiring the Company to pay for certain operating expenses associated with the Premises as well as utilities supplied to the Premises. The Company believes the capacity of these facilities is sufficient to meet the Company's current requirements. On April 29, 2016, the VLDC entered into a contract for the sale of the current East Rutherford, New Jersey, warehouse property. While there is no assurance that the sale will actually occur, it is anticipated to close in the summer of 2016.

 

Item 3. LEGAL PROCEEDINGS.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Part II

 

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

The Registrant's Common Stock is traded on NASDAQ under the symbol “VALU”. The approximate number of record holders of the Registrant's Common Stock at April 30, 2016 was 39. As of June 23, 2016, the closing stock price was $16.83.

 

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

 

Quarter Ended		High				Low				Dividend Declared Per Share
April 30, 2016		$	16.39			$	16.00			$	0.17
January 31, 2016		$	19.72			$	15.61			$	0.16
October 31, 2015		$	16.60			$	16.24			$	0.16
July 31, 2015		$	13.63			$	13.63			$	0.16
April 30, 2015		$	14.59			$	14.48			$	0.15
January 31, 2015		$	15.09			$	14.95			$	0.15
October 31, 2014		$	16.15			$	15.60			$	0.15
July 31, 2014		$	17.14			$	16.34			$	0.15

 

On July 14, 2016, the Board of Directors of Value Line declared a quarterly dividend of $0.17 per share to shareholders of record as of July 26, 2016 to be paid on August 11, 2016 and re-affirmed the Company’s Common Stock Repurchase program of up to an aggregate of $3 million of Value Line, Inc.’s common stock adopted on September 19, 2012.

 

There are no securities of the Company authorized for issuance under equity compensation plans. The Company did not sell any unregistered shares of common stock during the fiscal year ended April 30, 2016.

 

 

 

Purchases of Equity Securities by the Company

 

The following table provides information with respect to all repurchases of common stock made by or on behalf of the Company during the fiscal quarter ended April 30, 2016. All purchases listed below were made in the open market at prevailing market prices.

  

ISSUER PURCHASES OF EQUITY SECURITIES
Period		(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 (1)
February 1, 2016 through February 29, 2016			1,200				15.73				1,200			$	1,518,000
March 1, 2016 through March 31, 2016			5,400				16.18				5,400				1,430,000
April 1, 2016 through April 30, 2016			4,854				16.50				4,854				1,350,000
Total			11,454			$	16.27				11,454			$	1,350,000

 

(1)

On September 19, 2012, 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 $3,000,000. The repurchases will 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. During fiscal 2016, the Company repurchased an aggregate of 52,907 shares of the Company's common stock for $796,000 at an average price of $15.03 per share under the repurchase program. During fiscal 2015, the Company repurchased an aggregate of 8,433 shares of the Company's common stock for $122,000 at an average price of $14.47 per share under the repurchase program. During fiscal 2014, the Company repurchased an aggregate of 58,499 shares of the Company's common stock for $550,621 at an average price of $9.41 per share under the repurchase program.

 

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

 

 

 

Item 6. SELECTED FINANCIAL DATA.

  

Fiscal Years Ended April 30,

 

($ in thousands, except number of shares and earnings per share amounts)		2016				2015				2014				2013				2012
Revenues:
Investment periodicals and related publications		$	31,925			$	32,676			$	33,598			$	31,940			$	33,018
Copyright data fees			2,621				2,847				2,733				3,900				3,591
Total investment periodicals and related publications			34,546				35,523				36,331				35,840				36,609
Income from operations		$	1,880			$	2,399			$	2,501			$	4,120			$	5,338
Revenues and profits interests from EAM Trust		$	7,651			$	7,970			$	7,499			$	6,260			$	5,890
Income from securities transactions, net		$	477			$	126			$	178			$	126			$	70
Net income		$	7,291			$	7,292			$	6,768			$	6,619			$	6,925
Earnings per share, basic and fully diluted		$	0.75			$	0.74			$	0.69			$	0.67			$	0.70
Total assets		$	86,507			$	87,421			$	86,875			$	84,341			$	84,369
Long term liabilities		$	25,293			$	26,768			$	26,521			$	23,962			$	24,871
Weighted average number of common shares outstanding			9,781,495				9,813,623				9,839,155				9,888,774				9,921,925
Cumulative cash dividends declared per share during the fiscal year		$	0.65			$	0.60			$	0.60			$	0.60			$	0.70

  

(1)

See Item 1, Business - “Asset Management and Mutual Fund Distribution Businesses” and Item 7, “Management’s Discussion and Analysis”.

 

 

 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help a reader understand Value Line, its operations and business factors. The MD&A should be read in conjunction with Item 1, “Business”, Item 1A, “Risk Factors”, and in conjunction with the consolidated financial statements and the accompanying notes contained in Item 8 of this report.

 

The MD&A includes the following subsections:

 

●

Executive Summary of the Business

●

Results of Operations

●

Liquidity and Capital Resources

●

Recent Accounting Pronouncements

●

Critical Accounting Estimates and Policies

 

Executive Summary of the Business

 

The Company's core business is producing investment periodicals and their underlying research and making available copyright data, including certain proprietary Ranking System and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products and for other purposes. Value Line markets under well-known brands including Value Line®, the Value Line logo®, The Value Line Investment Survey®, Smart Research. Smarter Investing™ and The Most Trusted Name in Investment Research®. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. Prior to December 23, 2010, (see “Asset Management and Mutual Fund Distribution Businesses” below), the Company provided investment management services to the Value Line® Mutual Funds ("Value Line Funds"), institutional and individual accounts and provided distribution, marketing, and administrative services to the Value Line Funds. Since December 23, 2010, EULAV Asset Management Trust (“EAM”) 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 non-voting revenues and non-voting profits interests. Pursuant to the EAM Declaration of Trust, the Company granted EAM the right to use the Value Line name for all existing Value Line Funds and agreed to supply the Value Line proprietary Ranking System information to EAM without charge or expense.

 

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

 

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

 

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

 

 

  

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

 

Asset Management and Mutual Fund Distribution Businesses

 

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

 

The business of EAM is managed by its trustees each owning 20% of the voting profits interest in EAM and by its officers subject to the direction of the trustees. The Company’s non-voting revenues and non-voting profits interests in EAM entitle it to receive a range of 41% to 55% of EAM’s revenues (excluding distribution revenues) from EAM’s mutual fund and separate account business and 50% of the residual profits of EAM (subject to temporary increase in certain limited circumstances). The Voting Profits Interest Holders will receive the other 50% of residual profits of EAM. 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 calculated each fiscal quarter was 50.05%, 50.16%, 50.14% and 49.97% during the first, second, third and fourth quarters of fiscal 2016, respectively, and 49.18%, 49.63%, 49.80% and 49.87% during the first, second, third and fourth quarters of fiscal 2015, respectively.

 

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

 

Business Environment

 

The nation's economy slowed during the fourth quarter of calendar 2015, and then proceeded to grow even a little more anemically during the opening three months of calendar 2016, with the U.S. gross domestic product increasing just tepidly during the latest span. Setbacks in nonresidential fixed investment (in part from declining energy sector capital spending), in federal government spending, and in exports were the principal drags on growth. Such weakness was offset to a degree by modest improvement in residential construction and consumer spending.

 

Meanwhile, the second quarter of calendar 2016 likely saw some notable improvement, underpinned by a strengthening in housing, further increases in consumer spending, and some emerging stability on the manufacturing  and non-manufacturing fronts. To be sure, GDP growth may still have been hampered by a weak export market, excessive inventories, and the aforementioned decline in the energy-sector capital spending. But there should have been enough offsetting strength for the nation's gross domestic product to have pushed forward solidly in the just-concluded three months.

 

Thereafter, some working down in inventories, further strength in the housing and consumer spending areas  (aided by a presumptive acceleration in employment growth), and a less-ominous outlook in the energy markets, should help generate reasonable levels of growth in the second half of this year. Such a prospect would likely enable the Federal Reserve to pursue slightly tighter monetary policies later in 2016 or thereafter.

 

Meanwhile, the global outlook is still unsettled, with slowing business growth in China, the apparent British break from the European Union, continuing economic ills and ongoing terrorist threats and actions across parts of Europe, and periodic crises in the Middle East (including intermittent terrorism in that region) headlining the problems offshore as we head toward the latter stages of 2016. To date, the U.S. economy has remained quite well insulated from these global headwinds. In all, and assuming the ailing commodities markets are now stabilizing on a long-term basis, our country's gradual economic improvement should continue. 

 

 

  

Results of Operations for Fiscal Years 2016, 2015 and 2014

 

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

 

		Fiscal Years Ended April 30,
		2016				2015				2014				Change
($ in thousands, except earnings per share)														'16 vs. '15				'15 vs. '14
Income from operations		$	1,880			$	2,399			$	2,501				-21.6	%			-4.1	%
Revenues and profits interests from EAM Trust		$	7,651			$	7,970			$	7,499				-4.0	%			6.3	%
Income from operations plus non-voting revenues and non-voting profits interests from EAM Trust		$	9,531			$	10,369			$	10,000				-8.1	%			3.7	%
Operating expenses		$	32,666			$	33,124			$	33,830				-1.4	%			-2.1	%
Income from securities transactions, net		$	477			$	126			$	178				278.6	%			-29.2	%
Income before income taxes		$	10,008			$	10,495			$	10,178				-4.6	%			3.1	%
Net income		$	7,291			$	7,292			$	6,768				0.0	%			7.7	%
Earnings per share		$	0.75			$	0.74			$	0.69				1.4	%			7.2	%

  

During the twelve months ended April 30, 2016, the Company’s net income of $7,291,000, or $0.75 per share, was comparable to net income of $7,292,000, or $0.74 per share, for the twelve months ended April 30, 2015. During the twelve months ended April 30, 2016 there were 9,781,495 average common shares outstanding as compared to 9,813,623 average common shares outstanding during the twelve months ended April 30, 2015. Income from operations of $1,880,000 for the twelve months ended April 30, 2016 which included additional depreciation and amortization expense of $1,102,000 was $519,000 below income from operations of $2,399,000 for the twelve months ended April 30, 2015. During the fourth quarter ended April 30, 2016, the Company’s reported loss from operations of $462,000 was the result of the accelerated amortization of the capitalized software development costs.

 

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

 

Income from operations for the twelve months ended April 30, 2014 of $2,501,000 included additional depreciation and amortization expense of $533,000 and one time overlapping rent expense of $771,000 for the previously occupied office facilities during the short term lease extension that ended September 15, 2013.

 

 

 

Total operating revenues  

  

		Fiscal Years Ended April 30,												Change
($ in thousands)		2016				2015				2014				'16 vs. '15				'15 vs. '14
Investment periodicals and related publications:
Print		$	15,659			$	16,553			$	18,346				-5.4	%			-9.8	%
Digital			16,266				16,123				15,252				0.9	%			5.7	%
Total investment periodicals and related publications			31,925				32,676				33,598				-2.3	%			-2.7	%
Copyright data fees			2,621				2,847				2,733				-7.9	%			4.2	%
Total publishing revenues		$	34,546			$	35,523			$	36,331				-2.8	%			-2.2	%

 

During the twelve months ended April 30, 2016 total publishing revenues from investment periodicals and related publications excluding copyright data fees were $31,925,000, which is 2.3% below the total publishing revenues excluding copyright data fees of $32,676,000 during the twelve months ended April 30, 2015. Total publishing revenues from investment periodicals and related publications excluding copyright data fees were $33,598,000 during the twelve months ended April 30, 2014.

 

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

 

		Fiscal Years Ended April 30,
		2016								2015								2014
		Print				Digital				Print				Digital				Print				Digital
New Sales			12.0	%			24.7	%			12.4	%			28.6	%			19.0	%			24.3	%
Conversion and Renewal Sales			88.0	%			75.3	%			87.6	%			71.4	%			81.0	%			75.7	%
Total Gross Sales			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

  

During the twelve months ended April 30, 2016 new sales of print and digital publications decreased as a percent of the total gross print and digital sales as a result of less aggressive promotion to first-time customers at introductory prices. Conversion and renewal sales orders increased over fiscal 2015 outpacing the decrease in new sales orders as a result of increased success by our in-house Retail and Institutional Sales departments.

 

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

 

 

  

		As of April 30,												Change
($ in thousands)		2016				2015				2014				'16 vs. '15				'15 vs. '14
Unearned subscription revenue (current and long term liabilities)		$	25,442			$	26,047			$	25,124				-2.3	%			3.7	%

  

Unearned subscription revenue as of April 30, 2016 is 2.3% below April 30, 2015 and is 3.7% above April 30, 2014. The decline from April 30, 2015, reflects curtailed advertising for order generation. Further, a certain amount of variation is to be expected due to the volume of new orders and timing of renewal orders, direct mail campaigns and higher priced Institutional Sales orders.

  

Investment periodicals and related publications revenues

  

Investment periodicals and related publications revenues decreased $751,000, or 2.3%, for the twelve months ended April 30, 2016, as compared to fiscal 2015. The Company continued its efforts to attract new subscribers through various marketing channels, primarily direct mail, e-mail, and by the efforts of our sales personnel. Total product line circulation at April 30, 2016 was 3.7% below total product line circulation at April 30, 2015. The Company has been successful in growing revenues from digitally-delivered investment periodicals within the institutional market. Institutional Sales generated total sales orders of $14,240,000 for the twelve months ended April 30, 2016 which were $915,000 or 6.9%, above comparable total sales orders of $13,325,000, for the twelve months ended April 30, 2015. This growth continues a positive trend for Institutional Sales, but is not sufficient to wholly offset the lost revenues from retail subscribers. We have also benefited from “converting” some customers from lower cost retail to the more robust professional priced services.

  

Digital publications revenues during the twelve months ended April 30, 2016 were $143,000 above fiscal 2015. Revenues from institutional digital publications increased $749,000 or 6.9% as compared to fiscal 2015. Digital publications revenues from retail subscribers decreased $606,000 or 11.6% with circulation decreasing by 7.2% for the twelve months ended April 30, 2016, as compared to fiscal 2015. During the twelve months ended April 30, 2016, $191,000 of retail digital revenues were converted to higher priced Institutional Sales orders generating $159,000 additional revenues.

 

Print publication revenues decreased $894,000 or 5.4% for the twelve months ended April 30, 2016 as compared to fiscal 2015. Revenues from institutional print publications increased $165,000 or 8.4% while print publications revenues from retail subscribers decreased $1,059,000 or 7.3% for the twelve months ended April 30, 2016, as compared to fiscal 2015. Total print circulation at April 30, 2016 was 2.4% below total print circulation at April 30, 2015 including an increase in the introductory lower-priced Value Line 600 print product. The VL 600 was utilized during fiscal 2016 and the latter part of 2015 as a retail lead-generation product. Though revenue from expiring full-price subscriptions has not been matched by the initial revenue from new promotional retail orders, our retail sales and marketing personnel have made an effort to renew and upgrade the new customers.      

  

The Company has marketed The Value Line 600 and digital Investor 600 services as “starter” products to familiarize new customers with our services at attractive prices. The Company seeks to expand familiarity with our brand through this means, exposing our offerings to new customers who heretofore may not have been familiar with our services.  Our goal is to introduce these investors to Value Line and ultimately to attract many to additional, premium-priced services targeted at their specific needs for investment research on various classes of equities including mutual funds and ETFs. Such a step-up strategy has been seen in the faster-than-expected acceptance of The Value Line 900 service, featuring an expanded mix of established and newer/smaller companies, by a number of new-to-the-Company Investor 600 and The Value Line 600 subscribers.  Moreover, by growing our active customer base, the retail sales team and marketing staff have thousands more subscribers to whom they offer our more sophisticated services. The brand exposure philosophy is additionally reinforced by our selective efforts to join forces with other well respected financial industry participants through our copyright data and other distribution efforts under our Institutional Services umbrella.

 

 

  

Investment periodicals and related publications revenues decreased $922,000, or 2.7%, for the twelve months ended April 30, 2015, as compared to fiscal 2014. Total product line circulation at April 30, 2015 was 5.8% above total product line circulation at April 30, 2014, continuing a positive trend of increased subscribers at modestly lower average prices. Institutional Sales generated total sales orders of $13,325,000 for the twelve months ended April 30, 2015 which were $481,000 or 3.7%, above comparable total sales orders of $12,844,000, for the twelve months ended April 30, 2014.

 

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

   

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

  

The Company has relied more on its personnel selling efforts in both the institutional segment and retail retention and sales, as the ability to obtain orders profitably through traditional direct marketing plateaus. The majority of the Company’s subscribers have traditionally been individual investors who generally receive printed publications via U.S. Mail on a weekly basis. Individual investors interested in digitally-delivered investment information have access to both free and subscription equity research from many sources. Continuing factors that have contributed to the decline in the retail digital investment periodicals and related publications revenues include competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no direct cost to their clients. Further, there appears to be a relative decline in individuals’ interest in holding specific stocks as compared with ETFs, mutual funds and participation in retirement plans. In order to address competition the Company has emphasized its lower-priced “starter” levels of service in attracting new customers. Also many of the professional subscribers to the Company’s digital and print retail products have been successfully converted to a higher priced Institutional product, with the peak impact of such movement behind us. The Company offers quality publications on mutual funds and Exchange Traded Funds, but they have achieved only modest market share.

   

Value Line serves primarily individual and professional investors in stocks, who pay, primarily 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 a period of intensive promotion of “starter” services and publications.

  

Copyright data fees

 

The Value Line proprietary Ranking System information (the “Ranking System”), a component of the Company’s flagship product, The Value Line Investment Survey, is also utilized in the Company’s copyright data business. The Ranking System is made available to EAM for specific uses without charge. The Ranking System is designed to be predictive over a six to twelve month period. For the six month periods ended April 30, 2016, the combined Ranking System “Rank 1 & 2” stocks’ decrease of 1.3% was better than the Russell 2000 index decrease of 2.5%. For the twelve month period ended April 30, 2016, the combined Ranking System “Rank 1 & 2” stocks’ decrease of 6.1% was much narrower than the Russell 2000 index decrease of 9.7% during the comparable period.

 

 

 

 

During the twelve months ended April 30, 2016, copyright data fees of $2,621,000 were 7.9% below fiscal 2015. As of April 30, 2016, total third party sponsored assets were attributable to three contracts for copyright data representing $1.8 billion in various products, as compared to four contracts for copyright data representing $2.3 billion in assets at April 30, 2015. The value of assets managed by third party sponsors was affected by reassigning assets in their portfolios to a management approach independent of Value Line’s copyright data program effective April 2015. The Company has retained our highest-fee client. During the twelve months ended April 30, 2014, copyright data fees were $2,733,000 and total third party sponsored assets were attributable to four contracts for copyright data representing $2.3 billion in various products, in assets at April 30, 2014.

   

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

  

Investment management fees and services – (unconsolidated)

 

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

 

Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2016, were $2.2 billion, which is $128 million, or 5.4%, below total assets of $2.4 billion in the Value Line Funds managed and/or distributed by EAM at April 30, 2015, reflecting market depreciation and the net redemptions all over the past twelve months ended April 30, 2016.

 

The largest decline of approximately $60 million is in the Guardian channel. Shares of Value Line Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund (“Centurion”) are within certain variable annuity and variable life insurance contracts issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”); new contracts of this type are no longer sold. The two funds consequently continue to experience net redemptions. Starting January 2015, the Value Line VIP Equity Advantage Fund was added to the Guardian Pro Series Variable Annuities. The fund is an open end fund that invests primarily in a basket of closed-end funds. 

 

Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2014, were $2.3 billion. Although sales and inflows for the Value Line Equity Funds are up 57% during fiscal 2016 and 3% during fiscal 2015, the Value Line Funds continue to experience net redemptions and the associated net asset outflows (redemptions less new sales) for the last three fiscal years.

  

The following table shows the change in assets for the past three fiscal years including sales (inflows), redemptions (outflows), dividends and capital gain distributions, and market value changes. Inflows for sales, and outflows for redemptions reflect decisions of individual investors. The table also illustrates the assets within the Value Line Funds broken down into equity funds, variable annuity funds and fixed income funds as of April 30, 2016, 2015 and 2014.

 

 

  

Value Line Mutual Funds

  

Total Net Assets

 

For the Years Ended April 30,		2016				2015				2014				2016				2015
														vs.				vs.
														2015				2014
Value Line equity fund assets (excludes variable annuity)— beginning		$	1,737,521,140			$	1,647,890,976			$	1,456,552,464				5.4	%			13.1	%
Sales/inflows			441,634,248				314,912,210				268,425,995				40.2	%			17.3	%
Redemptions/outflows			(350,894,662	)			(249,287,083	)			(234,450,194	)			40.8	%			6.3	%
Dividend and Capital Gain Distributions			(142,675,717	)			(127,174,928	)			(76,752,906	)			12.2	%			65.7	%
Market value change			(3,886,961	)			151,179,966				234,115,616				-102.6	%			-35.4	%
Value Line equity fund assets (non-variable annuity)— ending			1,681,698,049				1,737,521,140				1,647,890,976				-3.2	%			5.4	%
Variable annuity fund assets — beginning		$	459,820,828			$	488,317,714			$	476,317,362				-5.8	%			2.5	%
Sales/inflows			26,337,080				45,535,001				36,154,523				-42.2	%			25.9	%
Redemptions/outflows			(70,599,332	)			(74,772,515	)			(64,466,768	)			-5.6	%			16.0	%
Dividend and Capital Gain Distributions			(18,508,679	)			(37,531,133	)			(27,786,179	)			-50.7	%			35.1	%
Market value change			2,516,423				38,271,762				68,098,777				-93.4	%			-43.8	%
Variable annuity fund assets — ending			399,566,320				459,820,828				488,317,714				-13.1	%			-5.8	%
Fixed income fund assets — beginning		$	153,016,581			$	161,786,294			$	191,488,529				-5.4	%			-15.5	%
Sales/inflows			6,109,851				8,609,157				5,866,401				-29.0	%			46.8	%
Redemptions/outflows			(19,121,358	)			(20,089,197	)			(28,722,304	)			-4.8	%			-30.1	%
Dividend and Capital Gain Distributions			202,957				197,218				54,008				2.9	%			265.2	%
Market value change			1,222,774				2,513,110				(6,900,341	)			-51.3	%			-136.4	%
Fixed income fund assets — ending			141,430,806				153,016,581				161,786,294				-7.6	%			-5.4	%
Assets under management — ending		$	2,222,695,176			$	2,350,358,550			$	2,297,994,984				-5.4	%			2.3	%

   

At April 30, 2015 and April 30, 2014, respectively, $45 million and $52 million of total assets were held in the Daily Income Fund managed by Reich & Tang Asset Management LLC which was liquidated on July 29, 2015.

 

 

 

EAM has successfully broadened distribution, particularly within the Adviser/IBD channel.  Over the past year, more than 500 financial advisers purchased Value Line Funds’ shares for their clients for the first time, with over 3,000 advisers now owning a Value Line Fund.

 

Starting July 2015 the Core Bond Fund was modified to no longer waive 12b-1 fees, but to cap the overall fund’s expense ratio. Starting August 2015 12b-1 fee waivers were removed on the Asset Allocation Fund, and also a portion of the 12b-1 waivers were removed on the SAM and Centurion Funds.

 

In November 2015 four funds: the Small Cap Opportunities Fund, the Larger Companies Focused Fund, the Asset Allocation Fund, and the Income and Growth Fund launched a new Institutional Class of shares. With the creation of institutional shares EAM has the opportunity to place the Value Line Mutual Funds on distribution platforms that offer exclusively those funds shares that have eliminated all 12b-1 fees from their fee structure. The Small Cap Opportunities Fund and the Mid Cap Focused Fund were named “Category Kings” in The Wall Street Journal in February, 2016.

  

EAM Trust - Results of operations before distribution to interest holders

  

The overall results of EAM’s investment management operations during the twelve months ended April 30, 2016, before interest holder distributions, include total investment management fees earned from the Value Line Funds of $14,548,000, 12b-1 fees and other fees of $5,669,000 and net loss of $14,000 on the investments. For the same period, total investment management fee waivers were $262,000 and 12b-1 fee waivers for four Value Line Funds were $1,071,000. Removing management fee waivers on Asset Allocation Fund and the Core Bond Fund resulted in $30,000 in increased management fees per month. During the twelve months ended April 30, 2016, EAM's net income was $880,000 after giving effect to Value Line’s non-voting revenues interest of $7,211,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest. During the twelve months ended April 30, 2016 EAM compensation and employee benefits expenses increased $173,000 above fiscal 2015 primarily due to the addition of an equity analyst in March 2015 and an increase in incentive compensation and the cost of employee benefits year over year. The equity analyst provides coverage and support to the equity funds and the portfolio managers.

 

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

 

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

 

As of April 30, 2016, four of the Value Line Funds have all or a portion of the 12b-1 fees being waived and expense caps on three funds. 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.

 

 

 

The Value Line equity and hybrid funds assets represent 75.7%, variable annuity funds issued by GIAC represent 18.0%, and fixed income fund assets represent 6.3%, respectively, of total fund assets under management (“AUM”) as of April 30, 2016. At April 30, 2016, equity, hybrid and GIAC variable annuities AUM decreased by 5.3% and fixed income AUM decreased by 7.8% as compared to fiscal 2015.

 

As of April 30, 2016, four of the six Value Line equity mutual funds, excluding SAM and Centurion, had an overall four star rating by Morningstar, Inc. The largest distribution channel for the Value Line Funds remains the fund supermarket platforms such as Charles Schwab & Co., Inc., Fidelity, Pershing and E-Trade.

 

At April 30, 2016 five of the six equity and hybrid funds are in the top quartile of their respective peer groups for one year and four of the six are in the top quartile for the three year period according to Lipper. At April 30, 2015 two of the six equity and hybrid funds were in the top quartile of their respective peer groups for one year and two of the six were in the top quartile for the three year period according to Lipper.

 

Overall, the Value Line equity funds continue to be recognized for both their strong long-run performance and lower-risk profile. The Value Line Small Cap Opportunities Fund is recognized on a select list at Lincoln Financial. Since June 30, 2015 Fidelity has added the Value Line Small Cap Opportunities Fund as a Fidelity Fund Pick. As of September 30, 2015 the Value Line Asset Allocation Fund is in the top quartile of its category for 1, 3, 5, and 10 year periods according to Lipper. The Value Line Mid-Cap Focused Fund and the Value Line Small Cap Opportunities Fund were both “Category Kings” in the Wall Street Journal in February 2016 and both have above average returns and low risk ratings according to Morningstar.

  

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

   

		Fiscal Years Ended April 30,												Change
($ in thousands)		2016				2015				2014				'16 vs. '15				'15 vs. '14
Non-voting revenues interest		$	7,211			$	7,346			$	6,767				-1.8	%			8.6	%
Non-voting profits interest			440				624				732				-29.5	%			-14.8	%
		$	7,651			$	7,970			$	7,499				-4.0	%			6.3	%

   

During the twelve months ended April 30, 2016 and April 30, 2015, the Company recorded revenues of $7,651,000 and $7,970,000, respectively, consisting of $7,211,000 and $7,346,000, from its non-voting revenues interest in EAM and $440,000 and $624,000, from its non-voting profits interest in EAM without incurring any directly related expenses. During the twelve months ended April 30, 2014, the Company recorded revenues of $7,499,000, consisting of $6,767,000, from its non-voting revenues interest in EAM and $732,000, from its non-voting profits interest in EAM.

 

 

   

Operating expenses

  

		Fiscal Years Ended April 30,												Change
($ in thousands)		2016				2015				2014				'16 vs. '15				'15 vs. '14
Advertising and promotion		$	3,685			$	4,984			$	4,223				-26.1	%			18.0	%
Salaries and employee benefits			15,702				15,935				16,335				-1.5	%			-2.4	%
Production and distribution			8,725				7,081				6,402				23.2	%			10.6	%
Office and administration			4,554				5,124				6,870				-11.1	%			-25.4	%
Total expenses		$	32,666			$	33,124			$	33,830				-1.4	%			-2.1	%

  

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

 

Operating expenses of $32,666,000 for the twelve months ended April 30, 2016, decreased $458,000, or 1.4%, as compared to the twelve months ended April 30, 2015. The decrease in expenses in fiscal 2016 resulted primarily from a $1,445,000 decrease in direct mail expense partially offset by the additional depreciation and amortization of $1,102,000 related to software development costs previously incurred.

 

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

 

Advertising and promotion

 

Advertising and promotion expenses of $3,685,000 during the twelve months ended April 30, 2016 decreased $1,299,000 or 26.1%, as compared to fiscal 2015. The decreases in direct mail expenses of $1,445,000 for the twelve months ended April 30, 2016, are mainly attributable to a reduction in the number of pieces mailed to prospects for The Value Line Investment Survey and The Value Line 600, as compared to fiscal 2015 partially offset by an increase in direct marketing for Value Line Select and Value Line Select: Dividend Income & Growth in fiscal 2016. There were five direct mail campaigns for The Value Line Investment Survey during the twelve months ended April 30, 2016 as compared to ten direct mail campaigns in fiscal 2015. The Company also negotiated vendor savings resulting in a $157,000 reduction in expenses related to third party inbound telemarketing services and eliminated third party product support, bringing the operations in house. During the twelve months ended April 30, 2016 sales commissions increased $296,000 and were associated with a $1,949,000 increase in retail sales orders and a $915,000 increase in Institutional sales orders as compared to fiscal 2015. Commissions vary based on the type of customer, size of sale, and whether a sale is new or renewal.

 

Advertising and promotion expenses of $4,984,000 during the twelve months ended April 30, 2015 increased $761,000 or 18.0%, as compared to advertising and promotion expenses of $4,223,000 in fiscal 2014, principally due to a $305,000 increase in direct mail costs. The increase in direct mail expenses is attributable to an increase in list costs of 10% resulting from the purchase of more prospect names and the timing of mailing for The Value Line 600 and The Value Line Investment Survey with more campaigns in fiscal 2015 than in fiscal 2014. Other increases include a $51,000 increase in third-party client support expenses and a $277,000 increase in sales commissions. In fiscal 2015 in-house telemarketing expenses increased $249,000 and were associated with a $1.7 million increase in retail sales orders during the twelve months ended April 30, 2015. An increase of $144,000 in media and general advertising primarily related to expenses to improve services in retail marketing and brand awareness promotions through newspapers, radio and the internet.

 

 

 

Salaries and employee benefits

 

Salaries and employee benefits of $15,702,000 during the twelve months ended April 30, 2016 were $233,000 or 1.5% below fiscal 2015’s primarily as a result of a decrease in salary and employee benefits in Institutional Sales, Information Technology (“IT”), Advertising and Value Line Distribution Center (“VLDC”) and a restructuring of the incentive compensation program which were partially offset by an increase in Executive, Quantitative Research and Research departments. The capitalization of internal salaries and employee benefits expenses of $1,250,000 for digital project development decreased $442,000 during the twelve months ended April 30, 2016, as compared to fiscal 2015.

 

Salaries and employee benefits of $15,935,000 during the twelve months ended April 30, 2015 were $400,000 or 2.4% below fiscal 2014’s salaries and employee benefits of $16,335,000 primarily as a result of a decrease in administrative and support personnel (in IT, Accounting, Advertising and the IT support at VLDC, the fulfillment operation) partially offset by an increase in the internal Telemarketing, Research and Institutional Sales departments. The capitalization of internal salaries and employee benefits expenses of $1,692,000 for digital project development increased $96,000 during the twelve months ended April 30, 2015, as compared to fiscal 2014.

 

During the twelve months ended April 30, 2016, 2015 and 2014, the Company recorded profit sharing expenses of $473,000, $422,000 and $373,000, respectively.

 

Production and distribution

   

Production and distribution expenses of $8,725,000 during the twelve months ended April 30, 2016 increased $1,644,000 or 23.2% as compared to fiscal 2015. During the twelve months ended April 30, 2016, an increase of $1,239,000 of production expenses was attributable to additional accelerated amortization of internally developed software costs related to the cessation of software development for certain data galleries. In addition, the Company continues to amortize capitalized software costs attributable to the upgrade of our fulfillment system, single sign on, website development and new service oriented database production architecture. Third party production and hosting expenses for Company’s print and digital product files for internal use and delivery to the Company’s third party that hosts our digital and mobile version of our equity based product offerings, that began on July 9, 2014 (ten months in fiscal year 2015 and twelve months in fiscal 2016) increased $376,000 during fiscal 2016. Increase in expenses included a cost of $159,000 to host tandem moved to cloud, $163,000 of overlapping costs as the Company transitioned to equity data provided by an alternative vendor effective January 1, 2016 offset by $151,000 savings. Distribution expenses decreased $90,000 in fiscal 2016 due to switching to United States Postal Service delivery from a private carrier.

   

Production and distribution expenses of $7,081,000 during the twelve months ended April 30, 2015 increased $679,000 or 10.6% as compared to production and distribution expenses of $6,402,000 in fiscal 2014. During the twelve months ended April 30, 2015, an increase of $470,000 was attributable to additional amortization of internally developed software costs for the upgrade of our fulfillment system, single sign on, concurrent user software, product and website development and new service oriented production architecture and a $488,000 increase in third party expenses for hosting the Company’s digital version of our equity based product offerings and mobile devices. The increase in expenses was partially offset by a $159,000 decrease in service mailers cost and a $116,000 decrease in paper, printing and mailing costs since the Company renegotiated printing, binder and paper prices with various vendors.

  

Office and administration

 

Total office and administration expenses of $4,554,000, during the twelve months ended April 30, 2016 decreased $570,000 or 11.1% as compared to fiscal 2015. For the twelve months ended April 30, 2016, office and administration expenses included a decrease of $423,000 in disaster recovery site hosting fees that resulted from changing the third party vendor. Additionally, a decrease of $192,000 related to a decline in the cost of maintenance, utilities, insurance expenses, bank fees and Directors’ fees offset by an increase of $201,000 attributable to professional fees, telephone communication costs (primarily sales), and real estate taxes primarily for our NYC office facility.

 

 

   

Total office and administration expenses of $5,124,000, during the twelve months ended April 30, 2015 decreased $1,746,000 or 25.4% as compared to office and administration expenses of $6,870,000 in fiscal 2014. For the twelve months ended April 30, 2015, office and administration expenses included a $945,000 decrease in rental expense at our New York City facility including an additional one time overlapping rent of $771,000 for the previously occupied office facilities during the short term lease extension which ended September 15, 2013, a decline of $109,000 in telephone, utilities and equipment rental expenses, an accelerated write-off of $138,000 of obsolete software and a decrease of $272,000 in website hosting fees that resulted from the termination of a third party vendor. During fiscal 2015 restructuring and settlement costs decreased $205,000 or 73.2%.

   

Lease Commitments

  

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

   

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

   

On March 31, 2016, the Company’s subsidiary Value Line Distribution Center (“VLDC”) and Seagis Property Group LP (the “Landlord”) entered into a lease agreement, pursuant to which VLDC will lease approximately 24,110 square feet of warehouse and appurtenant office space located at 205 Chubb Ave., Lyndhurst, NJ (“Building” or “Premises”) beginning on or about May 1, 2016 and ending on April 30, 2024 (“Lease”). Base rent under the Lease will be $192,880 per annum payable in equal monthly installments on the first day of each month, in advance during fiscal 2017 and will gradually increase to $237,218 in fiscal 2024, subject to customary increases based on operating costs and real estate taxes. The Company provided a security deposit in cash in the amount of $32,146, which will be fully refunded after the Lease term expires. The lease is a net lease requiring the Company to pay for certain operating expenses associated with the Premises as well as utilities supplied to the Premises. On April 29, 2016, the VLDC entered into a contract for the sale of the current East Rutherford, New Jersey, warehouse property. While there is no assurance that the sale will actually occur, it is anticipated to close in the summer of 2016.

 

 

 

Income from Securities Transactions, net

  

		Fiscal Years Ended April 30,												Change
($ in thousands)		2016				2015				2014				'16 vs. '15				'15 vs. '14
Dividend income		$	142			$	157			$	147				-9.6	%			6.8	%
Interest income			-				3				5				-100.0	%			-40.0	%
Capital gain distribution from ETFs			105				57				36				84.2	%			n/a
Realized capital gain			224				-				-				n/a				n/a
Exchange gain			(2	)			(16	)			-				-87.5	%			n/a
Interest expense			-				-				(5	)			n/a				n/a
Other			8				(75	)			(5	)			n/a				n/a
Total income from securities transactions and other, net		$	477			$	126			$	178				278.6	%			-29.2	%

  

During the twelve months ended April 30, 2016 and April 30, 2015 the Company’s income from securities transactions, net, primarily derived from dividend income, realized capital gains from sales of equity securities and capital gain distributions from ETFs was $477,000 and $126,000, respectively. In fiscal 2016 income from securities transactions, net, included capital gain distributions from ETFs of $105,000 which compares to capital gain distributions from ETFs of $57,000 in fiscal 2015. During the twelve months ended April 30, 2016 sales of equity securities resulted in a $224,000 gain. The Company’s income from securities transactions, net, which included primarily dividend income, was $178,000 during the twelve months ended April 30, 2014. Income from securities transactions, net, included capital gain distributions from ETFs of $36,000 during the twelve months ended April 30, 2014. There were no sales, or gains or losses from sales, of equity securities during the twelve months ended April 30, 2015 and April 30, 2014.

 

Effective income tax rate

 

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the twelve months ended April 30, 2016, 2015 and 2014 were 27.15%, 30.52% and 33.50%, respectively. The Company's annual effective tax rate will change due to a number of factors including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-tax income, the Company's geographic profit mix between tax jurisdictions, new tax laws, new interpretations of existing tax laws and rulings and settlements with tax authorities. The fluctuation in the effective income tax rate during fiscal 2016 is primarily attributable to effect of the reduction in the allocation factors on the state and local deferred tax liability (primarily the gain on deconsolidation of EAM), reversal of excess income tax accruals established in past years that were resolved upon completion of the prior NYC and IRS audits and an increase in the domestic production tax credits. The fluctuation in the effective income tax rate during fiscal 2015 is primarily attributable to the write-off of the tax bases of goodwill. The decrease in the effective income tax rate during fiscal 2014 is attributable to the lower percentage of income subject to state and local income taxes and a favorable settlement of a local income tax audit.

 

Liquidity and Capital Resources

 

The Company had negative working capital, defined as current assets less current liabilities, of $6,662,000 and $7,369,000 as of April 30, 2016 and April 30, 2015, respectively. These amounts include short term unearned revenue of $20,516,000 and $21,510,000 reflected in total current liabilities at April 30, 2016 and April 30, 2015, respectively. Cash and short term securities were $16,759,000 and $15,506,000 as of April 30, 2016 and April 30, 2015, respectively.

 

 

 

The Company’s cash and cash equivalents include $12,037,000 and $5,272,000 at April 30, 2016 and April 30, 2015, 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 inflows from operating activities of $2,004,000 during the twelve months ended April 30, 2016 compared to cash inflows from operations of $1,407,000 and $3,487,000 during the twelve months ended April 30, 2015 and 2014, respectively. The increase in cash flows from fiscal 2015 to fiscal 2016 was primarily attributable to the timing of vendor payments, an increase in earnings before non-cash items that resulted from cost controls offset by a decrease in unearned income from the receipt of prepaid subscription orders in fiscal 2016. The decrease in cash flows from fiscal 2014 to fiscal 2015 was primarily attributable to the timing of income tax payments, receipt of accounts receivable, and payments of operating expenses partially offset by an increase in unearned income from the receipt of prepaid subscription orders.

 

Cash from investing activities

 

The Company’s cash inflows from investing activities of $12,207,000 during the twelve months ended April 30, 2016 compared to cash inflows from investing activities of $4,689,000 and $1,920,000 for the twelve months ended April 30, 2015 and April 30, 2014, respectively. Cash inflows for the twelve months ended April 30, 2016 were higher than in fiscal 2015 and fiscal 2014 due to the Company’s decision to sell its inverse equity ETF securities and lower its overall equity securities investment position and the decrease in the capitalized software project costs.

 

Cash from financing activities

 

During the twelve months ended April 30, 2016, the Company’s cash outflows from financing activities were $6,963,000 and compared to cash outflows from financing activities of $6,010,000 and $6,459,000 for the twelve months ended April 30, 2015 and 2014, respectively. Cash outflows for financing activities included $796,000, $122,000 and $550,000 for the repurchase of 52,907 shares, 8,433 shares and 58,499 shares of the Company’s common stock under the September 19, 2012 board approved common stock repurchase program, during fiscal years 2016, 2015 and 2014, respectively. Quarterly dividend payments of $0.15 per share during the first quarter and $0.16 per share during the latter three quarters in fiscal 2016 aggregated $6,167,000 as compared to quarterly dividend payments of $0.15 per share totaling $5,888,000 in fiscal 2015.

 

At April 30, 2016 there were 9,756,589 common shares outstanding as compared to 9,809,496 common shares outstanding at April 30, 2015. The Company expects financing activities to continue to include use of cash for dividend payments for the foreseeable future.    

 

Management believes that the Company’s cash and other liquid asset resources used in its business together with the future cash flows from operations and from the Company’s non-voting revenues and non-voting profits interests in EAM will be sufficient to finance current and forecasted liquidity needs for the next twelve months. Management does not anticipate making any borrowings during the next twelve months. As of April 30, 2016, retained earnings and liquid assets were $35,524,000 and $16,759,000, 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.

 

 

 

Recent Accounting Pronouncements

 

None.

 

Critical Accounting Estimates and Policies

 

The Company prepares its consolidated financial statements in accordance with accepted accounting principles as in effect in the United States (U.S. “GAAP”). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent, and the Company evaluates its estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies reflect the significant judgments and estimates used in the preparation of its Consolidated Financial Statements:

 

●

Revenue recognition

●

Income taxes

●

Valuation of EAM

 

Revenue Recognition

 

The majority of the Company’s revenues come from the sale of print and digital subscriptions and fees for copyright proprietary information. The Company recognizes subscription revenue, net of discounts, in equal amounts over the term of the subscription, which generally ranges from three months to one year or longer, varying based on the product or service. Copyright data fees are calculated monthly based on market fluctuation and billed quarterly. The Company believes that the estimates related to revenue recognition are critical accounting estimates, and to the extent that there are material differences between its determination of revenues and actual results, its financial condition or results of operations may be affected.

 

Income Taxes

 

The Company’s effective annual income tax expense rate is based on the U.S. federal and state and local jurisdiction tax rates on income and losses that are part of its Consolidated Financial Statements. Tax-planning opportunities, non-taxable income, expenses that are not deductible in the Company’s tax returns, and the blend of business income, including income derived from the Company’s non-voting revenue and non-voting profits interests in EAM and income from securities transactions, will impact the effective tax rate in the jurisdictions in which the Company operates. Significant judgment is required in evaluating the Company’s tax positions.

 

Tax law requires items to be included in the tax return at different times from when these items are reflected in the Company’s Consolidated Financial Statements. As a result, the effective tax rate reflected in the Company’s Consolidated Financial Statements is different from the tax rate reported on the Company’s tax returns (the Company’s cash tax rate). These differences reverse over time, such as depreciation and amortization expenses. These timing differences create deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax basis of assets and liabilities.

 

As of April 30, 2016 and 2015, the Company had $432,000 and $356,000, respectively, of deferred tax assets. In assessing the Company’s deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilized in the Company’s tax filings.

 

 

 

In assessing the need for a valuation allowance, the Company considers both positive and negative evidence, including tax-planning strategies, projected future taxable income, and recent financial performance. If after future assessments of the realizability of the deferred tax assets the Company determines a lesser allowance is required, the Company would record a reduction to the income tax expense and to the valuation allowance in the period this determination was made. This would cause the Company’s income tax expense, effective tax rate, and net income to fluctuate.

 

In addition, the Company establishes reserves at the time that it determines that it is more likely than not that it will need to pay additional taxes related to certain matters. The Company adjusts these reserves, including any impact of the related interest and penalties, in light of changing facts and circumstances such as the progress of a tax audit. A number of years may elapse before a particular matter for which the Company has established a reserve is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. Such liabilities are recorded as income taxes payable in the Company’s Consolidated Balance Sheets. The settlement of any particular issue would usually require the use of cash. Favorable resolutions of tax matters for which the Company has previously established reserves are recognized as a reduction to the Company’s income tax expense when the amounts involved become known.

 

Assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns requires judgment. Variations in the actual outcome of these future tax consequences could materially impact the Company’s financial position, results of operations, or cash flows.

 

Investment in EAM Trust

 

The Company accounts for its investment in EAM using the equity method of accounting. The value of its investment in EAM is the fair value of the contributed capital at inception, plus the Company’s share of non-voting revenues and non-voting profits from EAM, less distributions received from EAM. The Company evaluates its investment in EAM on a regular basis for other-than-temporary impairment, which requires significant judgment and includes quantitative and qualitative analysis of identified events or circumstances that impact the fair value of the investment.

 

Should the fair value of the investment fall below its carrying value, the Company will determine whether the investment is other-than-temporarily impaired, which includes assessing the severity and duration of the impairment and the likelihood of recovery. If the investment is considered to be other-than-temporarily impaired, the Company will write down the investment to its fair value. Since the inception of EAM, the Company has not recognized any other-than-temporary impairment in the investment.

  

Off-Balance Sheet Arrangements

 

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

  

 

 

Contractual Obligations

 

Below is a summary of certain contractual obligations of the Company as of April 30, 2016 ($ in thousands):

 

		Payments due by period
Contractual Obligations		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
Long Term Debt Obligations		$	-			$	-			$	-			$	-			$	-
Capital Lease Obligations			-				-				-				-				-
Operating Lease Obligations			2,939				1,417				614				217				691
Purchase Obligations			-				-				-				-				-
Total		$	2,939			$	1,417			$	614			$	217			$	691

   

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market Risk Disclosures

 

The Company’s Consolidated Balance Sheet includes a substantial amount of assets whose fair values are subject to market risks. The Company’s market risks are primarily associated with interest rates and equity price risk. The following sections address the significant market risks associated with the Company’s investment activities.

 

Interest Rate Risk

 

The Company’s strategy has historically been to acquire debt securities with low credit risk and low price risk. Despite this objective, management recognizes and accepts the possibility that losses may occur. To limit the price fluctuation in these securities from interest rate changes, the Company’s management historically invested primarily in short term obligations maturing in less than one year. At April 30, 2015 and April 30, 2014, the Company did not have investments in securities with fixed maturities and therefore does not have any interest rate risk.    

 

Equity Price Risk

 

The carrying values of investments subject to equity price risks are based on quoted market prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the issuer, the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular security may be affected by the relative quantity of the security being sold.

 

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

 

As of April 30, 2016 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) and PowerShares Financial Preferred ETF (PGF) was $3,445,000 and the fair value was $3,637,000. During the second quarter ended January 31, 2016, the Company made a decision to reduce its dividend paying ETF position and liquidate its non dividend paying inverse ETF positions. As of April 30, 2015 the aggregate cost of the equity securities classified as available-for-sale, which consist of investments in the iShares Dow Jones Select Dividend Index (DVY), SPDR S&P Dividend (SDY), First Trust Value Line Dividend Index (FVD), PowerShares Financial Preferred (PGF), certain common shares of equity securities and inverse equity index ETFs, was $9,470,000 and the fair value was $9,632,000.

 

 

  

Estimated Fair

Hypothetical

Equity Securities

Value after

Percentage Increase

Hypothetical

Hypothetical

(Decrease) in

($ in thousands)

Fair Value

Price Change

Change in Prices

Shareholders’ Equity

As of April 30, 2016

Equity Securities and ETFs held for dividend yield

$

3,637

30% increase

$

4,728

2.05

%

30% decrease

$

2,546

-2.05

%

 

								Estimated Fair				Hypothetical
Equity Securities								Value after				Percentage Increase
						Hypothetical		Hypothetical				(Decrease) in
($ in thousands)			Fair Value			Price Change		Change in Prices				Shareholders’ Equity
As of April 30, 2015	Equity Securities and ETFs held for dividend yield		$	5,583		30% increase		$	7,258				3.16	%
						30% decrease		$	3,908				-3.16	%
As of April 30, 2015	Inverse ETF Holdings		$	4,049		30% increase		$	2,834				-2.29	%
						30% decrease		$	5,264				2.29	%
As of April 30, 2015	Total		$	9,632		30% increase		$	10,092				0.87	%
						30% decrease		$	9,172				-0.87	%

   

 

 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The following consolidated financial statements of the registrant and its subsidiaries are included as a part of this Form 10-K:

 

	Page Number
Report of independent auditors	F-1
Consolidated balance sheets at April 30, 2016 and 2015	F-2
Consolidated statements of income for the fiscal years ended April 30, 2016, 2015 and 2014	F-3
Consolidated Statements of Comprehensive Income for the fiscal years ended April 30, 2016, 2015 and 2014	F-4
Consolidated statements of cash flows for the fiscal years ended April 30, 2016, 2015 and 2014	F-5
Consolidated statement of changes in shareholders’ equity for the fiscal years ended April 30, 2016, 2015 and 2014	F-6
Notes to the consolidated financial statements	F-7

                                                                                                          

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and
Stockholders of Value Line, Inc.

  

 

We have audited the accompanying consolidated balance sheets of Value Line, Inc. (the “Company”) as of April 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended April 30, 2016. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Value Line, Inc. as of April 30, 2016, and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Horowitz & Ullmann, P.C.

 

  

New York, NY

July 15, 2016

 

 

 

F-1 

---

 

  

Value Line, Inc.

Consolidated Balance Sheets

(in thousands, except share amounts)

 

 

See independent auditor's report and accompanying notes to the consolidated financial statements.

 

 

  

Value Line, Inc.

Consolidated Statements of Income

(in thousands, except share & per share amounts)

 

 

See independent auditor's report and accompanying notes to the consolidated financial statements.

 

 

 

Value Line, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

 

 

See independent auditor's report and accompanying notes to the consolidated financial statements.

 

 

  

Value Line, Inc.

Consolidated Statements of Cash Flows

(in thousands)

 

 

See independent auditor's report and accompanying notes to the consolidated financial statements.

 

 

 

Value Line, Inc.

Consolidated Statements of Changes in Shareholders' Equity

For the Fiscal Years Ended April 30, 2016, 2015 and 2014

(in thousands, except share amounts)

 

 

Dividends declared per share were $0.15 for each of the three months ending July 31, 2013, October 31, 2013, January 31, 2014 and April 30, 2014.

 

 

Dividends declared per share were $0.15 for each of the three months ending July 31, 2014, October 31, 2014, January 31, 2015 and April 30, 2015.

 

 

Dividends declared per share were $0.16 for each of the three months ending July 31, 2015, October 31, 2015 and January 31, 2016 and $0.17 for the three months ended April 30, 2016.

 

See independent auditor's report and accompanying notes to the consolidated financial statements.

 

  

Value Line, Inc.

Notes to Consolidated Financial Statements

 

 

 

Value Line, Inc.

Notes to Consolidated Financial Statements

 

 

 

 

 

Value Line, Inc.

Notes to Consolidated Financial Statements

 

 

 

Value Line, Inc.

Notes to Consolidated Financial Statements

 

 

 

Value Line, Inc.

Notes to Consolidated Financial Statements

 

 

 

 

        

 

 

Value Line, Inc.

Notes to Consolidated Financial Statements

  

 

 

 

 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

       None.

 

 

  

Item 9A. CONTROLS AND PROCEDURES.

 

(a)

Evaluation of Disclosure Controls and Procedures.

 

The Company's Chief Executive Officer and Vice President & Treasurer carried out an evaluation of the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of April 30, 2016, as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15. The Company’s Chief Executive Officer and Vice President & Treasurer are engaged in a comprehensive effort to review, evaluate and improve the Company's controls; however, management does not expect that the Company's disclosure controls or its internal controls over financial reporting can prevent all possible errors and fraud.

 

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

 

The Company’s management has evaluated, with the participation of the Company’s Chief Executive Officer and, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Vice President & Treasurer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

This Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding the Company’s internal control over financial reporting. Under applicable SEC rules, no such attestation report by the Company's registered public accounting firm is required.

 

Changes in Internal Controls

 

In the course of the evaluation of disclosure controls and procedures, the Chief Executive Officer and Vice President & Treasurer considered certain internal control areas in which the Company has made and is continuing to make changes to improve and enhance controls. Based upon that evaluation, the Chief Executive Officer and Vice President & Treasurer of the Company concluded that there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter of fiscal 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

(b)

Management’s Annual Report on Internal Control over Financial Reporting.

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

 

Under the supervision and with the participation of management, including the Chief Executive Officer and the Vice President & Treasurer, acting as Principal Financial Officer, the Company has assessed the effectiveness of its internal control over financial reporting as of April 30, 2016. In making this assessment, management used the criteria described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management concluded that the Company did maintain effective internal control over financial reporting as of April 30, 2016.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

Item 9B. OTHER INFORMATION.

 

None.

 

 

 

Part III

 

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 

(a) Names of Directors, Age as of June 30, 2016 and Principal Occupation	Director Since
Howard A. Brecher* (62). Chairman and Chief Executive Officer of the Company since October 2011; Acting Chairman and Acting Chief Executive Officer of the Company from November 2009 until October 2011; Chief Legal Officer; Vice President and Secretary of the Company from prior to 2005 until January 2010; Vice President and Secretary of the Value Line Funds from June 2008 until December 2010; Secretary of EAM LLC from February 2009 until December 2010; Director and General Counsel of AB&Co., Inc. since prior to 2005. Mr. Brecher has been an officer of the Company for more than 20 years. In addition to his current roles with the Company, he has also served as Secretary of the Company and as a senior officer of significant affiliates of the Company. Mr. Brecher is a graduate of Harvard College, Harvard Business School and Harvard Law School. He also holds a Master’s Degree in tax law from New York University.	1992
Stephen P. Davis (64). Deputy Commissioner, New York City Police Department (“NYPD”), since January, 2014. Managing Member, Davis Investigative Group, LLC from 2001 to 2013. Mr. Davis serves as a senior appointed official in the NYPD from which he retired in 1992 as a uniformed senior officer. He successfully managed his own business servicing the financial services industry and other clients for more than 11 years.	2010
Alfred R. Fiore (60). Retired Chief of Police, Westport, CT. Mr. Fiore served as the senior official of a municipal department with both executive and budget responsibilities. He was Chief of Police, Westport, CT from 2004 to 2011 and was a member of that Police Department for more than 33 years.	2010
Glenn J. Muenzer (59). Special Agent (Retired), Federal Bureau of Investigation (the “FBI”) from 1991 to 2012. Mr. Muenzer is an accomplished law enforcement professional with extensive law enforcement and financial investigative experience. Prior to joining the FBI, Mr. Muenzer was Vice President and Manager of Internal Audit at Thomson McKinnon Securities, Inc.; Assistant Vice President of Internal Audit at EF Hutton; Senior Auditor with Deloitte. Mr. Muenzer is a Certified Public Accountant and Certified in Financial Forensics.	2012
Stephen R. Anastasio* (57). Vice President of the Company since December 2010; Treasurer since September 2005 and Director since February 2010. Mr. Anastasio has been employed by Value Line, Inc. for more than 25 years. In addition to his current roles with the Company, he has served as Chief Financial Officer, Treasurer, Chief Accounting Officer and Corporate Controller of the Company. Mr. Anastasio is a graduate of Fairleigh Dickinson University and is a Certified Public Accountant.	2010
Mary Bernstein* (66). Director of Accounting of the Company since 2010; Accounting Manager of the Company from 2000 to 2010. Mrs. Bernstein holds an MBA Degree in accounting from Baruch College of CUNY and is a Certified Public Accountant. Mrs. Bernstein has been employed by Value Line, Inc. for more than 20 years.	2010

 

* Member of the Executive Committee of the Board of Directors.

Except as noted, the directors have held their respective positions for at least five years. Information about the experience, qualifications, attributes and skills of the directors is incorporated by reference from the section entitled "Director Qualifications" in the Company's Proxy Statement for the 2016 Annual Meeting of Shareholders.

 

(b)

The information pertaining to executive officers of the Company is set forth in Part I, Item I, subsection J under the caption "Executive Officers of the Registrant" of this Form 10-K.

 

Audit Committee

 

The Company has a standing Audit Committee performing the functions described in Section 3(a) (58) (A) of the Securities Exchange Act of 1934, the members of which are: Mr. Glenn Muenzer, Mr. Stephen Davis, and Mr. Alfred Fiore. Mr. Muenzer, a qualified financial expert, was elected Chairman of the Audit Committee in 2012. The Board of Directors have determined that Mr. Muenzer is an “audit committee financial expert” (as defined in the rules and regulations of the SEC). The Board of Directors believes that the experience and financial sophistication of the members of the Audit Committee are sufficient to permit the members of the Audit Committee to fulfill the duties and responsibilities of the Audit Committee. All members of the Audit Committee meet the NASDAQ’s financial sophistication requirements for audit committee members.

 

 

 

Code of Ethics

 

The Company’s Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, all other officers, and all other employees is available on the Company’s website at www.valueline.com/About/Code of Ethics.aspx.

 

Procedures for Shareholders to Nominate Directors

 

There have been no material changes to the procedures by which shareholders of the Company may recommend nominees to the Company's Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC on Forms 3, 4 and 5. Executive officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file.

 

Based on the Company's review of the copies of such forms that it has received and written representations from certain reporting persons confirming that they were not required to file Forms 5 for the fiscal year ended April 30, 2016, the Company believes that all its executive officers, directors and greater than ten percent shareholders complied with applicable SEC filing requirements during fiscal 2016.

  

Item 11. EXECUTIVE COMPENSATION.

 

The information required in response to this Item 11, Executive Compensation, is incorporated by reference from the section entitled “Compensation of Directors and Executive Officers” in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders.

   

 

 

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth information as of April 30, 2016 as to shares of the Company's Common Stock held by persons known to the Company to be the beneficial owners of more than 5% of the Company's Common Stock.

  

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned				Percentage of Shares Beneficially Owned
Arnold Bernhard & Co., Inc.*			8,633,733				88.5	%
485 Lexington Avenue
New York, NY 10017

 

*All of the outstanding voting stock of Arnold Bernhard & Co., Inc. is owned by Jean B. Buttner.

 

The following table sets forth information as of April 30, 2016, with respect to shares of the Company's Common Stock owned by each director of the Company, by each executive officer listed in the Summary Compensation Table and by all executive officers and directors as a group.

  

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned				Percentage of Shares Beneficially Owned
Howard A. Brecher			1,200				*
Stephen R. Anastasio			500				*
Glenn J. Muenzer			200				*
Stephen P. Davis			200				*
Alfred R. Fiore			300				*
Mary Bernstein			200				*
All directors and executive officers as a group (6 persons)			2,600				*

 

* Less than one percent

  

Securities Authorized for Issuance under Equity Compensation Plans

 

There are no securities of the Company authorized for issuance under equity compensation plans.

  

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 

AB&Co., which owns 88.5% of the outstanding shares of the Company’s common stock as of April 30, 2016, utilizes the services of officers and employees of the Company to the extent necessary to conduct its business. The Company and AB&Co. allocate costs for office space, equipment and supplies and shared staff pursuant to a servicing and reimbursement agreement. During the fiscal years ended April 30, 2016 and April 30, 2015, the Company was reimbursed $164,000 and $171,000, respectively for payments it made on behalf of and services it provided to AB&Co. There were no receivables due from the Parent at April 30, 2016 or April 30, 2015. In addition, a tax-sharing arrangement allocates the tax liabilities of the two companies between them. The Company is included in the consolidated federal income tax return filed by AB&Co. The Company pays to AB&Co. an amount equal to the Company's liability as if it filed a separate federal income tax return. For the years ended April 30, 2015 and 2014, the Company made payments to AB&Co. for federal income taxes amounting to $3,545,000 and $3,366,000, respectively.

 

 

 

As a result of the completion of the Restructuring Transaction on December 23, 2010, the Company no longer receives investment management or distribution services revenues from the Value Line Mutual Funds.

 

Since December 23, 2010, the Company no longer engages, through subsidiaries, in the investment management or mutual fund distribution businesses. The Company does hold 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. EAM currently has no separately managed account clients.

   

During the twelve months ended April 30, 2016 and April 30, 2015, the Company recorded revenues of $7,651,000 and $7,970,000, respectively, consisting of $7,211,000 and $7,346,000, from its non-voting revenues interest in EAM and $440,000 and $624,000, from its non-voting profits interest in EAM without incurring any directly related expenses. During the twelve months ended April 30, 2014, the Company recorded revenues of $7,499,000, consisting of $6,767,000, from its non-voting revenues interest in EAM and $732,000, from its non-voting profits interest in EAM.

 

Included in the Company’s Investment in EAM Trust are receivables due from EAM of $1,750,000 and $1,951,000 at April 30, 2016 and April 30, 2015, respectively, for the unpaid portion of Value Line’s non-voting revenues and profits interests. The non-voting revenues interest due from EAM are payable to Value Line quarterly under the provisions of the EAM Declaration of Trust.

  

The Company has adopted a written Related Party Transactions Policy as part of its Code of Business Conduct and Ethics.  This policy requires that any related party transaction which would be required to be disclosed under Item 404(a) of Regulation S-K must be approved or ratified by the Audit Committee of the Board of Directors.  Transactions covered for the fiscal year ended April 30, 2016 include the matters described in the preceding paragraphs of this Item 13.

  

Director Independence

 

The information required with respect to director independence and related matters are incorporated by reference from the section entitled “Compensation of Directors and Executive Officers” in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders.

  

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Audit and Non-Audit Fees

 

The following table illustrates the fees paid to the Company’s independent auditor, Horowitz & Ullmann P.C., for services provided:         

 

		Fiscal Years Ended April 30,
		2016				2015
Audit fees		$	148,000			$	144,850
Audit-related fees			31,700				6,625
Tax-related fees			137,395				105,568
Total		$	317,095			$	257,043

 

In the above table, in accordance with the SEC's definitions and rules, “audit fees” are fees the Company paid Horowitz & Ullmann, P.C. for professional services for the audit of the Company's consolidated financial statements for the fiscal years ended April 30, 2016 and 2015 included in Form 10-K and the review of consolidated condensed financial statements and included in Form 10-Qs and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements; and “tax fees” are fees for tax compliance, tax advice and tax planning.

 

 

 

Audit Committee Pre-Approval Policies and Procedures

 

The Audit Committee of the Company's Board of Directors approves all services provided by Horowitz & Ullmann, P.C., prior to the provision of those services. The Audit Committee has not adopted any specific pre-approval policies and procedures.

  

Part IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

    (a) (1)      Financial Statements- See Part II Item 8.

 

All other Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

   (b)     Exhibits

 

3.1

Certificate of Incorporation of the Company, as amended through April 7, 1983, is incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Value Line, Inc. filed with the SEC on April 7, 1983.

 

3.2

Certificate of Amendment of Certificate of Incorporation dated October 24, 1989 is incorporated by reference to Exhibit 3.2 to the Amended Annual Report on Form 10-K/A for the year ended April 30, 2008 filed with the SEC on June 5, 2009.

 

3.3

By-laws of the Company, as amended through January 18, 1996, are incorporated by reference to Exhibit 3.1 to the Amended Quarterly Report on Form 10-Q/A for the quarter ended January 31, 1996 filed with the SEC on March 19, 1996.

 

10.1

Form of tax allocation arrangement between the Company and AB&Co. is incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 of Value Line, Inc. filed with the SEC on April 7, 1983.

 

10.2

Form of Servicing and Reimbursement Agreement between the Company and AB&Co., dated as of November 1, 1982, is incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 of Value Line, Inc. filed with the SEC on April 7, 1983.

 

10.3(a)

Lease, dated as of June 4, 1993, for the Company’s premises at 220 East 42nd Street, New York, NY, is incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the year ended April 30, 1994 filed with the SEC on June 17, 1994.

 

10.3(b)

Amendment to Lease, dated September 14, 2000, is incorporated by reference to Exhibit 10.14 to the Amended Annual Report on Form 10-K/A for the year ended April 30, 2001 filed with the SEC on August 17, 2001.

 

10.3(c)

Amendment to Lease, dated April 23, 2007, is incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended April 30, 2007 filed with the SEC on July 20, 2007.

 

 

   

	10.3(d)	Lease Modification, dated as of February 7, 2013, is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed with the SEC on March 13, 2013.
	10.4	Form of indemnification agreement, dated July 13, 2010, by and between the Company and each of Howard A. Brecher, Stephen Davis, Alfred Fiore, William E. Reed, Mitchell E. Appel, Stephen R. Anastasio and Thomas T. Sarkany is incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended April 30, 2010 filed with the SEC on July 16, 2010.

 

10.5

EULAV Asset Management Declaration of Trust dated as of December 23, 2010 is incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2011 filed with the SEC on March 24, 2011.

 

	10.6	Agreement of Sublease, dated as of February 7, 2013, for the Company’s premises at 485 Lexington Ave., New York, NY, is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed with the SEC on March 13, 2013.
	10.6(a)	Agreement of Lease, dated as of February 29, 2016, between the Company’s subsidiary, VLDC and SPG 205 Chubb Ave., Lyndhurst, NJ, is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2016 filed with the SEC on March 11, 2016.

   

14.1

Code of Business Conduct and Ethics is incorporated by reference to Exhibit 14.1 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2011 filed with the SEC on March 24, 2011.

 

21

List of subsidiaries of Value Line, Inc.*

 

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

31.2

Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed “filed” as a part of this Annual Report on Form 10-K.*

 

32.2

Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed “filed” as a part of this Annual Report on Form 10-K.*

 

99.1

EULAV Asset Management Audited Consolidated Financial Statements as of April 30, 2016. Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.*

 

* Filed herewith.

 

 

  

101.INS   101.SCH   101.CAL   101.DEF   101.LAB   101.PRE

XBRL Instance Document   XBRL Taxonomy Extension Schema Document   XBRL Taxonomy Extension Calculation Linkbase Document   XBRL Taxonomy Extension Definition Linkbase Document   XBRL Taxonomy Extension Label Linkbase Document   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

SIGNATURES

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	VALUE LINE, INC.
	(Registrant)
	By:	/s/ Howard A. Brecher
		Howard A. Brecher
		Chairman & Chief Executive Officer
		(Principal Executive Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

	By:	/s/ Howard A. Brecher
		Howard A. Brecher
		Chairman & Chief Executive Officer and Director
		(Principal Executive Officer)

 

 

	By:	/s/ Stephen R. Anastasio
		Stephen R. Anastasio
		Vice President & Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)

 

Dated: July 15, 2016

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned on behalf of the Registrant as Directors of the Registrant.

   

 

/s/ Glenn J. Muenzer             

Glenn Muenzer

Director

 

 

/s/ Stephen P. Davis             

Stephen Davis                      

Director                

 

 

/s/ Alfred R. Fiore                          

Alfred Fiore

Director

 

 

/s/ Mary Bernstein                

Mary Bernstein      

Director

 

 

Dated: July 15, 2016

 

 

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