UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended JanuaryJuly 31, 20182021

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

 

vl01.jpg

VALUE LINE, INC.

(Exact name of registrant as specified in its charter)

 

New York

13-3139843

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

551 Fifth Avenue, New York, New York

10176-0001

(Address of principal executive offices)

(Zip Code)

 

(212) 907-1500

(Registrant's telephone number, including area code)

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

Title of each class

Trading symbol

Name of each Exchange on which registered

Common stock, $0.10 par value per share

VALU

The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

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

 

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

 

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

Smaller reporting company [  ] Emerging growth company [  ]

 (Do not check if a smaller reporting company)☐          

 

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

 

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

Yes [  ] No [X]

 

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

 

Class

Outstanding at March 12, 2018

August 31, 2021

Common stock, $0.10 par value

per share

9,698,1599,557,141 shares

                                             


 

 

 

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VALUE LINE INC.

TABLE OF CONTENTSCONTENTS

 

PageNo.

PART I. FINANCIAL INFORMATION

   

Item1.

Consolidated Condensed Financial Statements

 
   
 

Consolidated Condensed Balance Sheets as of JanuaryJuly 31, 20182021 and April 30, 20172021

3

   
 

Consolidated Condensed Statements of Income for the three and nine months ended JanuaryJuly 31, 20182021 and JanuaryJuly 31, 20172020

4

   
 

Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended JanuaryJuly 31, 20182021 and JanuaryJuly 31, 20172020

5

   
 

Consolidated Condensed Statements of Cash Flows for the ninethree months ended JanuaryJuly 31, 20182021 and JanuaryJuly 31, 20172020

6

   
 

Consolidated Condensed Statement of Changes in ShareholdersShareholders’ Equity for the ninethree months ended JanuaryJuly 31, 20182021

7

   
 

Consolidated Condensed Statement of Changes in ShareholdersShareholders’ Equity for the ninethree months ended JanuaryJuly 31, 20172020

8

   
 

Notes to Consolidated Condensed Financial Statements

9

   

Item 2.

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

2120

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3330

 

 

 

Item 4.

Controls and Procedures

3532

   

PART II. OTHER INFORMATION

   

Item 1.

Legal Proceedings

3532

   

Item1A.

Risk Factors

3532

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3633

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

3633

Item 6.

Exhibits

3734

 Signatures38

Signatures

35

 


 

 

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Balance Sheets

(in thousands, except share amounts)

 

  

July 31,

  

April 30,

 
  

2021

  

2021

 
  

(unaudited)

     

Assets

        

Current Assets:

        

Cash and cash equivalents (including short term investments of $24,382 and $18,209, respectively)

 $25,035  $19,171 

Equity securities

  25,282   23,582 

Available-for-sale Fixed Income securities

  597   2,600 

Accounts receivable, net of allowance for doubtful accounts of $36 and $36, respectively

  1,467   3,985 

Prepaid and refundable income taxes

  540   616 

Prepaid expenses and other current assets

  1,187   1,282 

Total current assets

  54,108   51,236 
         

Long term assets:

        

Investment in EAM Trust

  60,905   60,977 

Restricted money market investments

  469   469 

Property and equipment, net

  7,999   8,311 

Capitalized software and other intangible assets, net

  122   143 

Total long term assets

  69,495   69,900 
         

Total assets

 $123,603  $121,136 
         

Liabilities and Shareholders' Equity

        

Current Liabilities:

        

Accounts payable and accrued liabilities

 $1,380  $2,077 

Accrued salaries

  1,319   1,163 

Dividends payable

  2,103   2,104 

Accrued taxes on income

  942   0 

Loan obligation-short term

  2,331   2,331 

Operating lease obligation-short term

  1,087   1,087 

Unearned revenue

  18,202   19,162 

Total current liabilities

  27,364   27,924 
         

Long term liabilities:

        

Unearned revenue

  5,111   5,926 

Operating lease obligation-long term

  7,114   7,368 

Deferred income taxes

  13,374   12,905 

Total long term liabilities

  25,599   26,199 

Total liabilities

  52,963   54,123 
         

Shareholders' Equity:

        

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

  1,000   1,000 

Additional paid-in capital

  991   991 

Retained earnings

  76,296   72,502 

Treasury stock, at cost (442,239 shares and 436,830 shares, respectively)

  (7,646)  (7,483)

Accumulated other comprehensive income, net of tax

  (1)  3 

Total shareholders' equity

  70,640   67,013 
         

Total liabilities and shareholders' equity

 $123,603  $121,136 

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

3

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Balance SheetsStatements of Income

(in thousands, except share & per share amounts)

(unaudited)

 

  

January 31,

  

April 30,

 
  

2018

  

2017

 
  

(unaudited)

     

Assets

        

Current Assets:

        

Cash and cash equivalents (including short term investments of $3,716 and $6,066, respectively)

 $4,218  $6,557 

Securities available-for-sale

  18,404   16,576 

Accounts receivable, net of allowance for doubtful accounts of $15 and $20, respectively

  2,803   1,018 

Prepaid and refundable income taxes

  606   72 

Prepaid expenses and other current assets

  1,161   1,567 

Total current assets

  27,192   25,790 
         

Long-term assets:

        

Investment in EAM Trust

  58,350   58,223 

Restricted money market investment

  469   469 

Property and equipment, net

  1,433   1,239 

Capitalized software and other intangible assets, net

  392   1,003 

Total long-term assets

  60,644   60,934 
         

Total assets

 $87,836  $86,724 
         

Liabilities and Shareholders' Equity

        

Current Liabilities:

        

Accounts payable and accrued liabilities

 $1,270  $1,257 

Accrued salaries

  1,380   1,285 

Dividends payable

  3,686   1,748 

Accrued taxes on income

  22   112 

Unearned revenue

  18,361   20,188 

Total current liabilities

  24,719   24,590 
         

Long-term liabilities:

        

Unearned revenue

  5,751   5,471 

Deferred charges

  876   432 

Deferred income taxes

  11,972   18,377 

Total long-term liabilities

  18,599   24,280 

Total liabilities

  43,318   48,870 
         

Shareholders' Equity:

        

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

  1,000   1,000 

Additional paid-in capital

  991   991 

Retained earnings

  45,288   39,186 

Treasury stock, at cost (299,485 and 288,335 shares, respectively)

  (3,972)  (3,781)

Accumulated other comprehensive income, net of tax

  1,211   458 

Total shareholders' equity

  44,518   37,854 
         

Total liabilities and shareholders' equity

 $87,836  $86,724 
  

For the Three Months Ended

 
  

July 31,

 
  

2021

  

2020

 
         

Revenues:

        

Investment periodicals and related publications

 $6,947  $7,092 

Copyright fees

  3,219   3,236 

Total publishing revenues

  10,166   10,328 
         

Expenses:

        

Advertising and promotion

  1,047   1,055 

Salaries and employee benefits

  4,657   4,508 

Production and distribution

  1,216   1,273 

Office and administration

  981   1,266 

Total expenses

  7,901   8,102 

Income from operations

  2,265   2,226 
         

Revenues and profits interests in EAM Trust

  4,805   3,644 

Investment gains

  394   1,171 

Income before income taxes

  7,464   7,041 

Income tax provision

  1,567   1,767 

Net income

 $5,897  $5,274 
         

Earnings per share, basic & fully diluted

 $0.62  $0.55 
         
         

Weighted average number of common shares

  9,559,992   9,616,721 

 

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

4

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statements of Comprehensive Income

(in thousands)

(unaudited)

  

For the Three Months Ended

 
  

July 31,

 
  

2021

  

2020

 
         
         

Net income

 $5,897  $5,274 
         

Other comprehensive income/(loss), net of tax:

        

Change in unrealized gains on Fixed Income securities, net of tax

  (4)  (37)

Other comprehensive income/(loss)

  (4)  (37)

Comprehensive income

 $5,893  $5,237 

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

5

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statements of Cash Flows

(in thousands)

(unaudited)

  

For the Three Months Ended

 
  

July 31,

 
  

2021

  

2020

 

Cash flows from operating activities:

        

Net income

 $5,897  $5,274 
         

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

        

Depreciation and amortization

  333   314 

Investment (gains)/losses

  (198)  (995)

Non-voting revenues interest in EAM Trust

  (4,149)  (3,280)

Non-voting profits interest in EAM Trust

  (656)  (364)

Distributions received from EAM Trust

  4,877   3,065 

Deferred income taxes

  (168)  100 

Deferred rent

  (254)  (234)

Changes in operating assets and liabilities:

        

Unearned revenue

  (1,775)  (1,394)

Accounts payable & accrued expenses

  (697)  (566)

Accrued salaries

  156   (86)

Accrued taxes on income

  1,580   725 

Prepaid and refundable income taxes

  76   0 

Prepaid expenses and other current assets

  95   8 

Accounts receivable

  2,518   2,859 

Total adjustments

  1,738   152 

Net cash provided by operating activities

  7,635   5,426 
         

Cash flows from investing activities:

        

Proceeds from sales of equity securities

  34   4,637 

Purchase of equity securities

  (1,536)  (6,127)

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

  (498)  (2,496)

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

  2,496   3,464 

Acquisition of property and equipment

  0   (7)

Expenditures for capitalized software

  0   (82)

Net cash provided by/(used in) investing activities

  496   (611)
         

Cash flows from financing activities:

        

Purchase of treasury stock at cost

  (163)  0 

Receivable from clearing broker

  0   608 

Payable to clearing broker

  0   (588)

Dividends paid

  (2,104)  (2,020)

Net cash used in financing activities

  (2,267)  (2,000)

Net change in cash and cash equivalents

  5,864   2,815 

Cash, cash equivalents and restricted cash at beginning of period

  19,640   5,423 

Cash, cash equivalents and restricted cash at end of period

 $25,504  $8,238 

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

6

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Three Months Ended July 31, 2021

(in thousands, except share amounts)

(unaudited)

  

Common stock

  

Additional paid-in-

  

Treasury stock

  

Retained

  

Accumulated other comprehensive

     
  

Shares

  

Amount

  

capital

  

Shares

  

Amount

  

earnings

  

income

  

Total

 

Balance at April 30, 2021

  10,000,000  $1,000  $991   (436,830) $(7,483) $72,502  $3  $67,013 
                                 

Net income

      0   0       0   5,897   0   5,897 

Change in unrealized gains on Fixed Income securities, net of taxes

      0   0       0   0   (4)  (4)

Purchase of treasury stock

  0   0   0   (5,409)  (163)  0   0   (163)

Dividends declared

      0   0       0   (2,103)  0   (2,103)

Balance at July 31, 2021

  10,000,000  $1,000  $991   (442,239) $(7,646) $76,296  $(1) $70,640 

Dividends declared per common share were $0.22 for the three months ending July 31, 2021.

 

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

 


7

 

Part I - Financial Information

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed StatementsStatement of IncomeChanges in Shareholders' Equity

(in For the Three Months Ended July 31, 2020

 (in thousands, except share & per share amounts)

(unaudited)

 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

January 31,

  

January 31,

 
  

2018

  

2017

  

2018

  

2017

 
                 

Revenues:

                

Investment periodicals and related publications

 $7,391  $7,468  $22,257  $22,747 

Copyright data fees

  1,703   1,179   4,740   3,071 

Total publishing revenues

  9,094   8,647   26,997   25,818 

Gain on sale of operating facility

  -   -   -   8,123 

Total revenues

  9,094   8,647   26,997   33,941 
                 

Expenses:

                

Advertising and promotion

  1,096   908   2,718   2,436 

Salaries and employee benefits

  4,739   4,621   13,813   12,830 

Production and distribution

  1,524   2,134   4,322   6,958 

Office and administration

  948   1,196   3,384   3,769 

Total expenses

  8,307   8,859   24,237   25,993 

Income from operations

  787   (212)  2,760   7,948 
                 

Revenues and profits interests in EAM Trust

  2,284   1,934   6,657   5,782 

Income from securities transactions, net

  258   132   445   226 

Income before income taxes

  3,329   1,854   9,862   13,956 
                 

Income tax provision

  (5,667)  409   (3,421)  4,673 

Net income

 $8,996  $1,445  $13,283  $9,283 
                 

Earnings per share, basic & fully diluted

 $0.93  $0.15  $1.37  $0.96 
                 
                 

Weighted average number of common shares

  9,700,896   9,715,128   9,705,347   9,724,377 
  

Common stock

  

Additional paid-in-

  

Treasury stock

  

Retained

  

Accumulated other comprehensive

     
  

Shares

  

Amount

  

capital

  

Shares

  

Amount

  

earnings

  

income

  

Total

 

Balance at April 30, 2020

  10,000,000  $1,000  $991   (383,279) $(5,957) $57,374  $131  $53,539 
                                 

Net income

      0   0       0   5,274   0   5,274 

Change in unrealized gains on Fixed Income securities, net of taxes

      0   0       0   0   (37)  (37)

Dividends declared

      0   0       0   (2,020)  0   (2,020)

Balance at July 31, 2020

  10,000,000  $1,000  $991   (383,279) $(5,957) $60,628  $94  $56,756 

 

Dividends declared per common share were $0.21 for the three months ending July 31, 2020.

 

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

 


8

 

 

Part I - Financial Information

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2021

(Unaudited)

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statements of Comprehensive Income

(in thousands)

(unaudited)

 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

January 31,

  

January 31,

 
  

2018

  

2017

  

2018

  

2017

 
                 
                 

Net income

 $8,996  $1,445  $13,283  $9,283 
                 

Other comprehensive income, net of tax:

                

Change in unrealized gains on securities, net of taxes

  496   290   753   150 

Other comprehensive income

  496   290   753   150 

Comprehensive income

 $9,492  $1,735  $14,036  $9,433 

Note 1 - Organization and Summary of Significant Accounting Policies:

Value Line, Inc. ("Value Line" or "VLI", and collectively with its subsidiaries, the “Company”) is incorporated in the State of New York.  The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company.  The Company's core business is producing investment periodicals and their underlying research and making available certain Value Line copyrights, Value Line trademarks and Value Line Proprietary Ranks and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products and for other purposes.  The Company maintains a significant investment in Eulav Asset Management LLC ("EAM")  from which it receives a non-voting revenues interest  and a non-voting profits interest.  Pursuant to the EAM Declaration of Trust dated as of December 23, 2010 (the "EAM Trust Agreement"), VLI granted EAM the right to use the Value Line name for all existing Value Line Funds and agreed to supply, without charge or expense, the Value Line Proprietary Ranking System information to EAM for use in managing the Value Line Funds.  EAM was established to provide investment management services to the Value Line Mutual Funds ("Value Line Funds" or the "Funds").   

 

The Consolidated Condensed Balance Sheets as of July 31, 2021 and April 30, 2021, which have been derived from the unaudited interim Consolidated Condensed Financial Statements and the audited Consolidated Financial Statements, respectively,  were prepared following the interim reporting requirements of the Securities and Exchange Commission (“SEC”).  In the opinion of management, the accompanying notesUnaudited Interim Consolidated Condensed Financial Statements contain all adjustments (consisting of normal recurring accruals except as noted below) considered necessary for a fair presentation.  This report should be read in conjunction with the audited financial statements and footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021 filed with the SEC on July 29, 2021    (the “Form 10-K”).   Results of operations covered by this report may not be indicative of the results of operations for the entire year.

Use of Estimates: 

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

Principles of Consolidation:  

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

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

Revenue Recognition: 

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

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

Investment in Unconsolidated Entities:  

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

9

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

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

Valuation of Securities: 

The Company's securities classified as cash equivalents, equity securities and available-for-sale fixed income securities consist of shares of money market funds that invest primarily in short-term U.S. Government securities and investments in equities including ETFs and are valued in accordance with the requirements of the Fair Value Measurements Topic of the FASB's ASC 820.  The securities classified as equity securities reflected in the Consolidated Condensed Balance Sheets are valued at market and unrealized gains and losses are recorded in the Consolidated Condensed Statements of Income per FASB Accounting Standards Update No.2016-01 ("ASU 2016-01").  The securities classified as available-for-sale  fixed income securities reflected in the Consolidated Condensed Balance Sheets are valued at market and unrealized gains and losses, net of applicable taxes, are reported as a separate component of shareholders' equity. Investment gains and losses on sales of the equity securities are the difference between proceeds from sales and the fair value of the equity securities sold at the beginning of the period or the purchase date, if later.  Investment gains and losses on sales of the available-for-sale fixed income securities are the difference between proceeds from sales and the cost of the securities.  Investment gains and losses on sales of the securities are recorded in earnings as of the trade date and are determined on the identified cost method.  

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

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

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

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

Level 1 – quoted prices in active markets for identical investments

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

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

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

  

As of July 31, 2021

     

($ in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash and cash equivalents

 $24,382  $0  $0  $24,382 

Equity securities

  25,282   0   0   25,282 

Available-for-sale fixed income securities

  597   0   0   597 
  $50,261  $0  $0  $50,261 

  

As of April 30, 2021

     

($ in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash and cash equivalents

 $18,209  $0  $0  $18,209 

Equity securities

  23,582   0   0   23,582 

Available-for-sale fixed income securities

  2,600   0   0   2,600 
  $44,391  $0  $0  $44,391 

10

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

The Company had no other financial instruments such as futures, forwards and swap contracts. For the periods ended July 31, 2021 and April 30, 2021, there were no Level 2 nor Level 3 investments. The Company does not have any liabilities that are subject to fair value measurement.

Advertising expenses:  

The Company expenses advertising costs as incurred.

Income Taxes:

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

The Income Tax Topic of the FASB's ASC establishes for all entities, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures.  As of July 31, 2021, management has reviewed the tax positions for the years still subject to tax audit under the statute of limitations, evaluated the implications, and determined that there is no material impact to the Company's financial statements.

 

Earnings per share:

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

Cash and Cash Equivalents:  

For purposes of the Consolidated Condensed Statements of Cash Flows, the Company considers all cash held at banks and short term liquid investments with an original maturity of less than three months to be cash and cash equivalents. As of July 31, 2021 and April 30, 2021, cash equivalents included $24,382,000 and $18,209,000, respectively, for amounts invested in money market mutual funds that invest in short term U.S. government securities.

Note 2 - Investments:

Investments held by the Company and its subsidiaries are classified as  equity securities and available-for-sale fixed income securities in accordance with FASB's ASC 321, Investments - Equity Securities and with FASB's ASC 320, Investments - Debt Securities.  All of the Company's securities were readily marketable or had a maturity of twelve months or less and are classified as current assets  on the Consolidated Condensed Balance Sheets.

Equity Securities:

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

As of July 31, 2021 and April 30, 2021, the aggregate cost of the equity securities, which consist of investments in the SPDR Series Trust S&P Dividend ETF (SDY), First Trust Value Line Dividend Index ETF (FVD), Invesco Financial Preferred ETF (PGF), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL), iShares Preferred & Income Securities ETF (PFF), and other Exchange Traded Funds and common stock equity securities was a combined total $20,609,000 and $19,105,000, respectively, and the fair value was $25,282,000 and $23,582,000, respectively.  

Proceeds from sales of equity securities during the three months ended July 31, 2021 and July 31, 2020, were $34,000 and $4,637,000, respectively.     

The carrying value and fair value of equity securities at July 31, 2021 were as follows:

($ in thousands)

 

Cost

  

Gross Unrealized

Gains

  

Gross Unrealized

Losses

  

Fair Value

 

ETFs - equities

 $20,609  $4,793  $(120) $25,282 

The carrying value and fair value of equity securities at April 30, 2021 were as follows:

($ in thousands)

 

Cost

  

Gross Unrealized

Gains

  

Gross Unrealized

Losses

  

Fair Value

 

ETFs - equities

 $19,105  $4,532  $(55) $23,582 


11

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

Government Debt Securities (Fixed Income Securities):

Fixed income securities consist of certificates of deposits and securities issued by federal, state and local governments within the United States.  

Proceeds from maturities and sales of government debt securities classified as available-for-sale during the three months ended July 31, 2021 and July 31, 2020, were $2,496,000 and $3,464,000, respectively.  As of July, 2021, Accumulated Other Comprehensive Income included unrealized  losses of $500, net of deferred tax benefit of $100.  As of April 30, 2021, Accumulated Other Comprehensive Income included unrealized  gains of $4,000, net of deferred taxes of $1,000. 

The aggregate cost and fair value at July 31, 2021 of fixed income securities classified as available-for-sale were as follows:

  

Amortized

  

Gross Unrealized

     

($ in thousands)

 

Historical Cost

  

Holding Gains

  

Fair Value

 

Maturity

            

Due within 1 year

 $597  $0  $597 

Total investment in government debt securities

 $597  $0  $597 

The increase in gross unrealized  losses of $4,000 on fixed income securities classified as available-for-sale net of deferred income taxes of $1,000, was included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet as of July 31, 2021.

The aggregate cost and fair value at April 30, 2021 of fixed income securities classified as available-for-sale were as follows:

  

Amortized

  

Gross Unrealized

     

($ in thousands)

 

Historical Cost

  

Holding Gains

  

Fair Value

 

Maturity

            

Due within 1 year

 $2,596  $4  $2,600 

Total investment in government debt securities

 $2,596  $4  $2,600 

The decrease in gross unrealized  gains of $173,000 on fixed income securities classified as available-for-sale net of deferred income taxes of $45,000, was included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet as of April 30, 2021.

The average yield on the Government debt securities classified as available-for-sale at July 31, 2021 and April 30, 2021 was 0.32% and 1.4%, respectively.

Investment Gains/(Losses):

Investment gains/(losses) were comprised of the following:

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

 

Dividend income

 $196  $121 

Interest income

  1   56 

Investment gains recognized on sales of equity securities during the period

  -   300 

Unrealized gains recognized on equity securities held at the end of the period

  198   695 

Other

  (1)  (1)

Total investment gains/(losses)

 $394  $1,171 

Taxable realized gains on equity securities sold during fiscal years 2022 and 2021, which are generally the difference between the proceeds from sales and our original cost, were gains of $2,000 in fiscal 2022 and gains of $783,000 in fiscal 2021.

Investment in Unconsolidated Entities:

Equity Method Investment:

As of July 31, 2021 and April 30, 2021, the Company's investment in EAM Trust on the Consolidated Condensed Balance Sheets was $60,905,000 and $60,977,000, respectively.

The value of VLI’s investment in EAM at July 31, 2021 and April 30, 2021 reflects the fair value of contributed capital of $55,805,000 at inception which included $5,820,000 of cash and liquid securities in excess of working capital requirements contributed to EAM’s capital account by VLI, plus VLI's share of non-voting revenues and non-voting profits from EAM less distributions, made quarterly to VLI by EAM, during the period subsequent to its initial investment through the dates of the Consolidated Condensed Balance Sheets.

12

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

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

The Company monitors its Investment in EAM Trust for impairment to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment.  Impairment indicators include, but are not limited to the following: (a) a significant deterioration in the earnings performance, asset quality, or business prospects of the investee, (b) a significant adverse change in the regulatory, economic, or technological environment of the investee, (c) a significant adverse change in the general market condition of the industry in which the investee operates, or (d) factors that raise significant concerns about the investee’s ability to continue as a going concern such as negative cash flows, working capital deficiencies, or noncompliance with statutory capital and regulatory requirements.  EAM did not record any impairment losses for its assets during the fiscal years 2022 or 2021.

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

  

Three Months Ended July 31,

 

($ in thousands) (unaudited)

 

2021

  

2020

 

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

 $7,757  $6,310 

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

 $2,454  $2,301 

Other income

 $72  $110 

Investment management fee waivers and reimbursements

 $107  $43 

12b-1 fee waivers

 $171  $157 

Value Line’s non-voting revenues interest

 $4,149  $3,280 

EAM's net income (1)

 $1,312  $728 

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

  

July 31,

  

April 30,

 

($ in thousands)

 

2021

  

2021

 
  

(unaudited)

     

EAM's total assets

 $64,048  $64,197 

EAM's total liabilities (1)

  (7,085)  (6,870)

EAM's total equity

 $56,963  $57,327 

(1) At July 31, 2021 and April 30, 2021, EAM's total liabilities included a payable to VLI for its accrued non-voting revenues interest and non-voting profits interest of $4,739,000 and $4,664,000, respectively.

Note 3 - Variable Interest Entity

The Company holds a  non-voting revenues interest and a 50% non-voting profits interest in EAM, the adviser to the Value Line asset management and mutual fund distribution businesses.  EAM is considered to be a VIE in relation to the Company.  The Company makes its determination for consolidation of EAM as a VIE based on a qualitative assessment of the purpose and design of EAM, the terms and characteristics of the variable interests in EAM, and the risks EAM is designed to originate and pass through to holders of variable interests.  Other than EAM, the Company does not have an interest in any other VIEs.

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

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

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

13

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)
 
      

Value Line

 

($ in thousands)

 

VIE Assets

  

Investment in EAM

Trust (1)

  

Liabilities

  

Maximum

Exposure to Loss

 

As of July 31, 2021 (unaudited)

 $64,048  $60,905  $0  $60,905 

As of April 30, 2021

 $64,197  $60,977  $0  $60,977 

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

Note 4 - Supplementary Cash Flows Information:

Reconciliation of Cash, Cash Equivalents, and Restricted Cash:

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

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

 

Cash and cash equivalents

 $25,035  $7,769 

Restricted cash

  469   469 

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

 $25,504  $8,238 

Income Tax Payments:

The Company made income tax payments as follows:

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

 

State and local income tax payments

 $5  $243 

Federal income tax payments to the Parent

  0   700 

Note 5 - Employees' Profit Sharing and Savings Plan:

Substantially all employees of the Company and its subsidiaries are members of the Value Line, Inc. Profit Sharing and Savings Plan (the "Plan").  In general, this is a qualified, contributory plan which provides for a discretionary annual Company contribution. For the three months ended July 31, 2021 and July 31, 2020, the estimated profit sharing plan contributions, which are included as expenses in salaries and employee benefits in the Consolidated Condensed Statements of Income, were $188,000 each year in both fiscal 2022 and fiscal 2021.

Note 6 - Comprehensive Income:

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

As of July 31, 2021 and July 31, 2020 the Company held fixed income securities consisting of certificates of deposits and securities issued by federal, state, and local governments within the United States that are classified as securities available-for-sale on the Consolidated Condensed Balance Sheets. The change in valuation of fixed income securities, net of deferred income taxes, has been recorded in Accumulated Other Comprehensive Income in the Company's Consolidated Condensed Balance Sheets. 

The components of comprehensive income included in the Consolidated  Condensed Statements of Income and Changes in Shareholders' Equity for the three months ended July 31, 2021 are as follows:

($ in thousands)

 

Amount Before Tax

  

Tax (Expense) /

Benefit

  

Amount Net of

Tax

 

Change in unrealized losses on available-for-sale fixed income securities

 $(4) $0  $(4)
  $(4) $0  $(4)

The components of comprehensive income included in the Consolidated  Condensed Statements of Income and Changes in Shareholders' Equity for the three months ended July 31, 2020 are as follows:

($ in thousands)

 

Amount Before Tax

  

Tax (Expense) /

Benefit

  

Amount Net of

Tax

 

Change in unrealized gains on available-for-sale fixed income securities

 $(49) $12  $(37)
  $(49) $12  $(37)

14

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

 

 

Part I - Financial Information

Note 7 - Related Party Transactions:

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statements of Cash Flows

(in thousands)

(unaudited)

  

For the Nine Months Ended

 
  

January 31,

 
  

2018

  

2017

 

Cash flows from operating activities:

        

Net income

 $13,283  $9,283 
         

Adjustments to reconcile net income to net cash used in operating activities:

        

Depreciation and amortization

  815   3,728 

Non-voting revenues interest in EAM Trust

  (6,074)  (5,389)

Non-voting profits interest in EAM Trust

  (583)  (393)

Realized gain on sale of operating facility

  -   (8,123)

Realized gains on sale of equity securities

  (152)  - 

Deferred rent

  444   (167)

Deferred income taxes

  (6,405)  (1,257)

Other, net

  (45)  (45)

Changes in operating assets and liabilities:

        

Unearned revenue

  (1,547)  (1,203)

Accounts payable & accrued expenses

  13   (748)

Accrued salaries

  95   (13)

Accrued taxes on income

  (211)  65 

Prepaid and refundable income taxes

  (486)  61 

Prepaid expenses and other current assets

  406   (272)

Accounts receivable

  (1,785)  (768)

Total adjustments

  (15,515)  (14,524)

Net cash used in operating activities

  (2,232)  (5,241)
         

Cash flows from investing activities:

        

Purchases of equity securities classified as available-for-sale

  -   (4,954)

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

  (2,636)  (6,135)

Proceeds from sales of equity securities classified as available-for-sale

  152   14 

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

  1,634   - 

Distributions received from EAM Trust

  6,575   5,572 

Proceeds from sale of operating facility

  -   11,555 

Restricted money market investment

  -   (469)

Acquisition of property and equipment

  (398)  (879)

Expenditures for capitalized software

  -   (411)

Net cash provided by investing activities

  5,327   4,293 
         

Cash flows from financing activities:

        

Purchase of treasury stock at cost

  (191)  (681)

Dividends paid

  (5,243)  (4,965)

Net cash used in financing activities

  (5,434)  (5,646)

Net change in cash and cash equivalents

  (2,339)  (6,594)

Cash and cash equivalents at beginning of year

  6,557   13,122 

Cash and cash equivalents at end of period

 $4,218  $6,528 

Investment Management (overview):

 

The accompanying notes areCompany has 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 receives non-voting revenues and non-voting profits interests, as discussed below. 

Total assets in the Value Line Funds managed and/or distributed by EAM at July 31, 2021, were $5.0 billion, 16.0% above total assets of $4.3 billion in the Value Line Funds managed and/or distributed  by EAM at July 31, 2020.  

The Company’s non-voting revenues and non-voting profits interests in EAM entitle it to receive quarterly distributions in a range of 41% to 55% of EAM’s revenues (excluding distribution revenues) from EAM’s mutual fund and separate account business and 50% of the residual profits of EAM (subject to temporary increase in certain limited circumstances).  The Voting Profits Interest Holders receive the other 50% of residual profits of EAM.  Distribution is not less than 90% of EAM’s profits payable each fiscal quarter under the provisions of the EAM Trust Agreement.   Value Line’s percent share of EAM’s revenues is calculated each fiscal quarter.  The applicable recent non-voting revenues interest percentage for the first quarter of fiscal 2022 was 53.51%.

EAM Trust - VLI's non-voting revenues and non-voting profits interests:

The Company holds non-voting revenues and non-voting profits interests in EAM which entitle the Company to receive from EAM an integral partamount ranging from 41% to 55% of these consolidated condensed financial statements.EAM's investment management fee revenues from its mutual fund and separate accounts business.  EAM currently has no separately managed account fees.  The Company recorded income from its non-voting revenues interest and its non-voting profits interests in EAM as follows: 

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

 

Non-voting revenues interest in EAM

 $4,149  $3,280 

Non-voting profits interest in EAM

  656   364 
  $4,805  $3,644 

At July 31, 2021, the Company's investment in EAM includes a receivable of $4,739,000 representing the quarterly distribution of the non-voting revenues share and non-voting profits share.  That amount was subsequently paid to the Company.

Transactions with Parent:

During the three months ended July 31, 2021 and July 31, 2020, the Company was reimbursed $64,000 and $95,000,  respectively, for payments it made on behalf of and for services the Company provided to the Parent Company, Arnold Bernhard and Co., Inc. ("Parent").  There were no receivables from the Parent on the Consolidated Condensed Balance Sheets at July 31, 2021 and April 30, 2021.  

The Company is a party to a tax-sharing arrangement with the Parent which allocates the tax liabilities of the two Companies between them.  The Company did not make federal tax payments to the Parent  during the three months ended July 31, 2021.  The Company made federal tax payments of $700,000 to the Parent during the three months ended July 31, 2020.

As of July 31, 2021, the Parent owned 90.33% of the outstanding shares of common stock of the Company.

Note 8 - Federal, State and Local Income Taxes:

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

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

 

Current tax expense:

        

Federal

 $1,466  $1,313 

State and local

  269   353 

Current tax expense

  1,735   1,666 

Deferred tax expense (benefit):

        

Federal

  41   89 

State and local

  (209)  12 

Deferred tax expense (benefit):

  (168)  101 

Income tax provision

 $1,567  $1,767 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act (the "Tax Act"), was enacted.  The Tax Act lowered the U.S. federal income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018.  Accordingly, the Company computes Federal income tax expense using the Federal Tax Rate of 21% in fiscal year 2019 and each year thereafter.

 


15

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the three months ended July 31, 2021 and July 31, 2020 were 20.99% and 25.10%, respectively.  The decrease in the effective tax rate during three months ended July 31, 2021 as compared to July 31, 2020, is primarily a result of a decrease in the state and local income taxes from 4.35% to .32% as a result of changes in state and local income tax allocations, such as the effect of the reduction in the New York State and New York City tax allocation factors, on deferred taxes in fiscal 2022.  The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to changes in tax law, including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-income tax, the Company's geographic profit mix between tax jurisdictions, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.   

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

  

July 31,

  

April 30,

 

($ in thousands)

 

2021

  

2021

 

Federal tax liability (benefit):

        

Deferred gain on deconsolidation of EAM

 $10,670  $10,669 

Deferred non-cash post-employment compensation

  (372)  (372)

Depreciation and amortization

  98   108 

Unrealized gain on equity securities

  981   941 

Right of Use Asset

  (198)  (196)

Deferred charges

  (187)  (186)

Other

  (110)  (218)

Total federal tax liability

  10,882   10,746 
         

State and local tax liabilities (benefits):

        

Deferred gain on deconsolidation of EAM

  1,798   1,807 

Deferred non-cash post-employment compensation

  (61)  (63)

Depreciation and amortization

  17   18 

Unrealized gain on equity securities

  121   159 

Other

  617   238 

Total state and local tax liabilities

  2,492   2,159 

Deferred tax liability, long-term

 $13,374  $12,905 

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

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

  

Three Months Ended July 31,

 
  

2021

  

2020

 

U.S. statutory federal tax rate

  21.00%  21.00%

Increase (decrease) in tax rate from:

        

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

  0.32%  4.35%

Effect of dividends received deductions

  (0.38)%  (0.26)%

Other, net

  0.05%  0.01%

Effective income tax rate

  20.99%  25.10%

The Company believes that, as of July 31, 2021, there were no material uncertain tax positions that would require disclosure under GAAP. 

The Company is included in the consolidated federal income tax return of the Parent.  The Company has a tax sharing agreement which requires it to make tax payments to the Parent equal to the Company's liability/(benefit) as if it filed a separate return.  Beginning with the fiscal year ended April 30, 2017, the Company files combined income tax returns with the Parent on a unitary basis in certain states.  

The Company’s federal income tax returns (included in the Parent’s consolidated returns) and state and city tax returns for fiscal years ended 2018 through 2020, are subject to examination by the tax authorities, generally for three years after they are filed with the tax authorities. The Company is presently engaged in a New York City tax audit for the fiscal years ended April 30, 2017 through 2019 and does not expect it to have a material effect on the financial statements.  

16

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

 

 

Part I - Financial Information

Note 9 - Property and Equipment:

Item 1. Financial Statements

 

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Nine Months Ended January 31, 2018

(in thousands, except share amounts)

(unaudited)

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

  

July 31,

  

April 30,

 

($ in thousands)

 

2021

  

2021

 
         

Building and leasehold improvements

 $1,013  $1,013 

Operating lease - right-of-use asset

  7,257   7,522 

Furniture and equipment

  4,080   4,080 
   12,350   12,615 

Accumulated depreciation and amortization

  (4,351)  (4,304)

Total property and equipment, net

 $7,999  $8,311 

 

  

Common stock

  

Additional paid-

in

  

Treasury Stock

  

Retained

  

Accumulated

Other

Comprehensive

     
  

Shares

  

Amount

  

capital

  

Shares

  

Amount

  

earnings

  

income

  

Total

 

Balance at April 30, 2017

  10,000,000  $1,000  $991   (288,335) $(3,781) $39,186  $458  $37,854 
                                 

Net income

                      13,283       13,283 

Change in unrealized gains on securities, net of taxes

                          753   753 

Purchase of treasury stock

              (11,150)  (191)          (191)

Dividends declared

                      (7,181)      (7,181)

Balance at January 31, 2018

  10,000,000  $1,000  $991   (299,485) $(3,972) $45,288  $1,211  $44,518 

Dividends declared per share were $0.18 for each of the three months ending July 31, 2017, October 31, 2017 and January 31, 2018.  In addition, a special dividend of $0.20 per share was declared on January 19, 2018.

The accompanying notes are an integral partNote 10 - Accounting for the Costs of these consolidated condensed financial statements.


Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Nine Months Ended January 31, 2017

(in thousands, except share amounts)

(unaudited)

  

Common stock

  

Additional paid-

in

  

Treasury Stock

  

Retained

  

Accumulated

Other

Comprehensive

     
  

Shares

  

Amount

  

capital

  

Shares

  

Amount

  

earnings

  

income

  

Total

 

Balance at April 30, 2016

  10,000,000  $1,000  $991   (243,411) $(3,040) $35,524  $125  $34,600 
                                 

Net income

                      9,283       9,283 

Change in unrealized gains on securities, net of taxes

                          150   150 

Purchase of treasury stock

              (41,461)  (681)          (681)

Dividends declared

                      (4,957)      (4,957)

Balance at January 31, 2017

  10,000,000  $1,000  $991   (284,872) $(3,721) $39,850  $275  $38,395 

Dividends declared per share were $0.17 for each of the three months ending July 31, 2016, October 31, 2016 and January 31, 2017.

Computer Software Developed for Internal Use:

 

The accompanying notesCompany has adopted the provisions of the Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer Software Developed for Internal Use".  SOP 98-1 requires companies to capitalize as long-lived assets many of the costs associated with developing or purchasing software for internal use and amortize those costs over the software's estimated useful life in a systematic and rational manner.  Such costs, when incurred, are capitalized and amortized over the expected useful life of the asset, normally 3 to 5 years.  Total amortization expenses during the three months ended July 31, 2021 and July 31, 2020, were $21,000 and $13,000, respectively.  

During the three months ended July 31, 2021, the Company did not incur and did not capitalize expenditures related to third party programmers' costs or to the development of software for internal use.  The Company, capitalized  $82,000 third party programmers' costs, during the three months ended July 31, 2020.  The Company  did not incur and did not capitalize expenditures related to the development of software for internal use during the three months ended July 31, 2020.    

Note 11 - Treasury Stock and Repurchase Program:

On July 16, 2021, 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 integral partaggregate purchase price of these consolidated condensed$2,000,000.  The repurchases may be made from time to time on the open market at prevailing market prices, in negotiated transactions off the market, in block purchases or otherwise. The repurchase program may be suspended or discontinued at any time at the Company’s discretion and has no set expiration date. 

Treasury stock, at cost, consists of the following:

(in thousands except for shares and cost per share)

 

Shares

  

Cost Assigned

  

Average Cost per

Share

  

Aggregate Purchase Price

Remaining Under the Program

 

Balance as of April 30, 2021

  436,830  $7,483  $17.13  $474 

Purchases effected in open market during the months ended:

                

May 31, 2021

  1,339   39   29.30   435 

June 30, 2021

  3,963   120   30.29   315 

July 31, 2021

  107   4   31.34   2,000 

Balance as of July 31, 2021

  442,239  $7,646  $17.29  $2,000 

Note 12 - Lease Commitments:

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

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

 


17

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

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

 

Value Line, Inc.

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

On May 1, 2019, the Company recorded a right-of-use asset in the amount of $9,575,000, which represents the lease liability of $10,340,000 adjusted for previously recorded unamortized lease incentives in the amount of $765,000. The right-of-use asset is amortized over the remaining lease term in the amount equal to the difference between the calculated straight-line expense of the total lease payments less the monthly interest calculated on the remaining lease liability. As of July 31, 2021, the Company had a long-term lease asset of $7,257,000 recorded in property and equipment in its Consolidated Condensed Balance Sheets.

The Company recognizes lease expense, calculated as the remaining cost of the lease allocated over the remaining lease term on a straight-line basis. Lease expense is presented as part of continuing operations in the consolidated condensed statements of income. The Company recognized $375,000 in lease expenses in both fiscal years 2022 and 2021 during the three months ended July 31, 2021 and July 31, 2020, respectively.

For the three months ended July 31, 2021, the Company paid $364,000 in rent relating to the leases. As a payment arising from an operating lease, the $364,000 is classified within operating activities in the consolidated condensed statements of cash flows.

The Company’s leases generally do not provide an implicit interest rate, and therefore the Company estimated an incremental borrowing rate, or IBR, as of the commencement date, to determine the present value of its operating lease liabilities. The IBR is defined under ASC 842 as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the Consolidated  Condensed Balance Sheet as of July 31, 2021:

Fiscal years ended April 30,

 

($ in thousands)

 

2022*

 $1,142 

2023

  1,597 

2024

  1,634 

2025

  1,428 

2026

  1,461 

Thereafter

  2,375 

Total undiscounted future minimum lease payments

  9,637 

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

  1,436 

Total operating lease liabilities

 $8,201 

* Excludes the three months ended July 31, 2021

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

 

 

Note 13 - Restricted Cash and Deposits:

Restricted Money Market Investment in the noncurrent assets on the Consolidated Condensed Balance Sheet at July 31, 2021, includes $469,000, which represents cash invested in a bank money market fund securing a letter of credit ("LOC") in the amount of $469,000 issued to the sublandlord as a security deposit for the Company's New York City leased corporate office facility.  Effective October 3, 2021, the LOC and restricted cash  will be reduced to $305,000 according to the lease agreement.

Note 14 - Concentration:

 

During the  three months ended July 31, 2021, 31.7% of total publishing revenues of $10,166,000 were derived from a single customer.

Note 15 - Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of July 31, 2021 and July 31, 2020, the Company had $3,462,000 and $1,935,000, respectively, in excess of the FDIC insured limit.  Management has concluded the excess does not represent a material risk, based on the creditworthiness  of the counter parties.

Note 1 - Organization and Summary of Significant Accounting Policies:

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

The Consolidated Condensed Balance Sheets as of January 31, 2018 and April 30, 2017, which have been derived from the unaudited interim Consolidated Condensed Financial Statements and the audited Consolidated Financial Statements, respectively, were prepared following the interim reporting requirements of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying Unaudited Interim Consolidated Condensed Financial Statements contain all adjustments (consisting of normal recurring accruals except as noted below) considered necessary for a fair presentation. This report should be read in conjunction with the audited financial statements and footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2017 filed with the SEC on July 26, 2017 (the “Form 10-K”). Results of operations covered by this report may not be indicative of the results of operations for the entire year.

Use of Estimates:

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

Principles of Consolidation:

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

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

Revenue Recognition:

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

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

 


18

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

Investment in Unconsolidated Entities:

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

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

Recent Accounting Pronouncements:

In November 2015, the FASB issued ASU 2015-17, Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Under existing standards, deferred taxes for each tax-paying jurisdiction are presented as a net current asset or liability and net long-term asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with related valuation allowances, be classified as long-term on the balance sheet. As a result, each tax-paying jurisdiction will now only have one net long-term asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, which is our fiscal year 2018 beginning May 1, 2017. The Company implemented ASU 2015-17 in the first quarter of fiscal 2018 retroactively to include the results as of April 30, 2017 for comparative purposes. The adoption of ASU 2015-17 does not have a material impact on our consolidated condensed financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02"). The core principle of Topic 842 requires that a lessee should recognize the assets and liabilities on the balance sheet and disclose key information about leasing arrangements. The amendments in ASU 2016-2 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The adoption of ASU 2016-02 will not have a material impact on our consolidated condensed financial statements and related disclosures.

In August 2016, the FASB issued Accounting Standards Update No.2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The adoption of ASU 2016-15 will not have a material impact on our consolidated condensed financial statements and related disclosures. Cash flow change will not be significant.

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

Valuation of Securities:

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



Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

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

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

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

Level 1– quoted prices in active markets for identical investments

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

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

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

  

As of January 31, 2018

 

($ in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash equivalents

 $3,716  $-  $-  $3,716 

Securities available-for-sale

  18,404   -   -   18,404 
  $22,120  $-  $-  $22,120 
                 

  As of April 30, 2017        

($ in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash equivalents

 $6,066  $-  $-  $6,066 

Securities available-for-sale

  16,576   -   -   16,576 
  $22,642  $-  $-  $22,642 

The Company had no other financial instruments such as futures, forwards and swap contracts. For the periods ended January 31, 2018 and April 30, 2017, there were no Level 2 nor Level 3 investments. The Company does not have any liabilities subject to fair value measurement.

Advertising expenses:

The Company expenses advertising costs as incurred.

Income Taxes:

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

The Income Tax Topic of the FASB's ASC establishes for all entities, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. As of January 31, 2018, management has reviewed the tax positions for the years still subject to tax audit under the statutes of limitations, evaluated the implications, and determined that there is no material impact to the Company's financial statements.

Earnings per share:

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

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

Cash and Cash Equivalents:

For purposes of the Consolidated Condensed Statements of Cash Flows, the Company considers all cash held at banks and short term liquid investments with an original maturity of less than three months to be cash and cash equivalents. As of January 31, 2018 and April 30, 2017, cash equivalents included $3,716,000 and $6,066,000, respectively, for amounts invested in money market mutual funds that invest in short term U.S. government securities.

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
July 31, 2021
(Unaudited)

 

 

Note 2 - Investments:

Note 16 - Paycheck Protection Program Loan:

Securities Available-for-Sale:

Investments held by the Company and its subsidiaries are classified as securities available-for-sale in accordance with FASB's ASC 320, Investments - Debt and Equity Securities. All of the Company's securities classified as available-for-sale were readily marketable as of January 31,2018 or had a maturity of twelve months or less and are classified as current assets on the Consolidated Condensed Balance Sheets.

Equity Securities:

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

As of January 31, 2018 and April 30, 2017, 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), PowerShares Financial Preferred ETF (PGF), Select Utilities Select Sector SPDR ETF (XLU), First Trust Value Line 100 ETF (FVL) and Proshares Trust S&P 500 Dividend Aristocrats ETF (NOBL) was $8,385,000, and the fair value was $9,926,000 and $9,097,000, respectively.

Proceeds from equity securities classified as available-for-sale were $152,000 and $14,000 during the nine months ended January 31, 2018 or January 31, 2017, respectively. The increase in gross unrealized gains on equity securities classified as available-for-sale of $829,000, net of deferred taxes of $73,000 was included in Shareholders' Equity at January 31, 2018. The increase in gross unrealized gains on equity securities classified as available-for-sale of $520,000, net of deferred taxes of $183,000 was included in Shareholders' Equity at April 30, 2017. The increase in gross unrealized gains on equity securities classified as available-for-sale of $238,000, net of deferred taxes of $84,000 was included in Shareholders' Equity at January 31, 2017.

The changes in the value of equity securities investments are recorded in Other Comprehensive Income in the Consolidated Condensed Financial Statements. Realized gains and losses are recorded as of the trade date in the Consolidated Condensed Statements of Income when securities are sold, mature or are redeemed. As of January 31, 2018 and April 30, 2017, accumulated other comprehensive income included unrealized gains of $1,541,000 and $712,000, net of deferred taxes of $324,000 and $251,000, respectively.

The carrying value and fair value of securities available-for-sale at January 31, 2018 were as follows:

($ in thousands)

 

Cost

  

Gross Unrealized

Gains

  

Fair Value

 
             

ETFs - equities

 $8,385  $1,541  $9,926 

The carrying value and fair value of securities available-for-sale at April 30, 2017 were as follows:

($ in thousands)

 

Cost

  

Gross Unrealized

Gains

  

Fair Value

 

ETFs - equities

 $8,385  $712  $9,097 

Government Debt Securities (Fixed Income Securities):

Fixed income securities consist of certificates of deposits and securities issued by federal, state, and local governments within the United States. The aggregate cost and fair value at January 31, 2018 of fixed income securities classified as available-for-sale were as follows:

  

Amortized

  

Gross Unrealized

  

Gross Unrealized

     

($ in thousands)

 

Historical Cost

  

Holding Gains

  

Holding Losses

  

Fair Value

 

Maturity

                

Due within 1 year

 $7,136  $5  $(8) $7,133 

Due 1 year through 5 years

  1,350   -   (5)  1,345 

Total investment in government debt securities

 $8,486  $5  $(13) $8,478 


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

 

Shortly after declaration of the COVID-19 pandemic and "lockdowns" of numerous non-essential businesses, the Company in April of 2020 executed a note and received a loan (the "PPP Loan") from JP Morgan Chase Bank under the Paycheck Protection Program ("PPP") which was established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration ("SBA").  In April 2020, the Company received the PPP Loan of $2,331,365.  The proceeds from the PPP Loan were used in accordance with the terms of the CARES Act program, as described further below.

The aggregate cost and fair value at April 30, 2017 of fixed income securities classified as available-for-sale were as follows:

  

Amortized

  

Gross Unrealized

  

Gross Unrealized

     

($ in thousands)

 

Historical Cost

  

Holding Gains

  

Holding Losses

  

Fair Value

 

Maturity

                

Due within 1 year

 $4,384  $4  $(3) $4,385 

Due 1 year through 5 years

  3,100   -   (6)  3,094 

Total investment in government debt securities

 $7,484  $4  $(9) $7,479 

Proceeds from maturities and sales of government debt securities classified as available-for-sale during the nine months ended January 31, 2018 were $1,634,000. There were no sales or proceeds from sales of government debt securities in fiscal 2017. The increase in gross unrealized losses of $2,000 on fixed income securities classified as available-for-sale net of deferred income tax of $240, was included in Shareholders' Equity at January 31, 2018. The increase in gross unrealized losses of $5,000 on fixed income securities classified as available-for-sale net of deferred income tax of $1,000, was included in Shareholders' Equity at April 30, 2017. The increase in gross unrealized losses of $6,000 on fixed income securities classified as available-for-sale net of deferred income tax of $2,000, was included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet as of January 31, 2017.

The changes in the value of government debt securities investments are recorded in Other Comprehensive Income in the Consolidated Condensed Financial Statements. Realized gains and losses are recorded as of the trade date in the Consolidated Condensed Statements of Income when securities are sold, matured or are redeemed. As of January 31, 2018 and April 30, 2017, accumulated other comprehensive income included unrealized losses of $8,000 and $5,000, net of deferred taxes of $2,000 and $2,000, respectively.

The average yield on the Government debt securities classified as available-for-sale at January 31, 2018 and April 30, 2017 was 1.19% and 0.69%, respectively.

Income from Securities Transactions:

Income from securities transactions was comprised of the following:

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands)

 

2018

  

2017

  

2018

  

2017

 

Dividend income

 $66  $74  $170  $147 

Interest income

  25   4   75   6 

Capital gain distributions

  152   39   152   39 

Other

  15   15   48   34 

Total income from securities transactions, net

 $258  $132  $445  $226 

Investment in Unconsolidated Entities:

Equity Method Investment:

As of January 31, 2018 and April 30, 2017, the Company's investment in EAM Trust, on the Consolidated Condensed Balance Sheets was $58,350,000 and $58,223,000, respectively.

The value of VLI’s investment in EAM at January 31, 2018 and April 30, 2017 reflects the fair value of contributed capital of $55,805,000 at inception which included $5,820,000 of cash and liquid securities in excess of working capital requirements contributed to EAM’s capital account by VLI, plus VLI's share of non-voting revenues and non-voting profits from EAM less distributions, made quarterly to VLI by EAM, during the period subsequent to its initial investment through the dates of the Consolidated Condensed Balance Sheets.

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

The Company monitors its Investment in EAM Trust for impairment to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. Impairment indicators include, but are not limited to the following: (a) a significant deterioration in the earnings performance, asset quality, or business prospects of the investee, (b) a significant adverse change in the regulatory, economic, or technological environment of the investee, (c) a significant adverse change in the general market condition of the industry in which the investee operates, or (d) factors that raise significant concerns about the investee’s ability to continue as a going concern such as negative cash flows, working capital deficiencies, or noncompliance with statutory capital and regulatory requirements. EAM did not record any impairment losses for its assets during the fiscal years 2018 or 2017.


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

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

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands) (unaudited)

 

2018

  

2017

  

2018

  

2017

 

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

 $4,070  $3,674  $12,096  $10,991 

12b-1 fees and other fees, net of fee waivers

 $1,676  $1,438  $4,844  $4,357 

Other income

 $52  $57  $156  $136 

Investment management fee waivers

 $131  $132  $392  $308 

12b-1 fee waivers

 $169  $235  $583  $700 

Value Line’s non-voting revenues interest

 $2,057  $1,803  $6,074  $5,389 

EAM's net income (1)

 $514  $262  $1,166  $786 

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

 

The term of the PPP Loan is two years.  The interest rate on the PPP Loan is 1.00%.  Payments of principal and interest are deferred until ten months after the loan covered period (twenty-four weeks after receipt of the loan).  Pursuant to the terms of the CARES Act, the proceeds of the PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs.  The promissory note evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note.  The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under such PPP Loan, collection of all amounts owing from the respective Borrower, filing suit and obtaining judgment against the respective Borrower.

  

January 31,

  

April 30,

 

($ in thousands)

 

2018

  

2017

 
  

(unaudited)

     

EAM's total assets

 $60,666  $60,432 

EAM's total liabilities (1)

  (3,655)  (2,931)

EAM's total equity

 $57,011  $57,501 

(1) At January 31, 2018 and April 30, 2017, EAM's total liabilities included a payable to VLI for its accrued non-voting revenues interest and the 90% distributable share of its non-voting profits interests of $2,261,000 and $1,919,000, respectively.

Note3 - Variable Interest Entity

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

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

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

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

      

Value Line

 

($ in thousands)

 

VIE Assets

  

Investment in EAM

Trust (1)

  

Liabilities

  

Maximum

Exposure to Loss

 

As of January 31, 2018 (unaudited)

 $60,666  $58,350  $-  $58,350 

As of April 30, 2017

 $60,432  $58,223  $-  $58,223 

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


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

Note 4 - Supplementary Cash Flow Information:

  

Nine months ended January 31,

 

($ in thousands)

 

2018

  

2017

 

State and local income tax payments

 $232  $552 

Federal income tax payments to the Parent

 $3,450  $5,250 

Note 5 - Employees' Profit Sharing and Savings Plan:

Substantially all employees of the Company and its subsidiaries are members of the Value Line, Inc. Profit Sharing and Savings Plan (the "Plan"). In general, this is a qualified, contributory plan which provides for a discretionary annual Company contribution which is determined by a formula based on the salaries of eligible employees and the amount of consolidated net operating income as defined in the Plan. For the nine months ended January 31, 2018 and January 31, 2017, the estimated profit sharing plan contributions, which are included as expenses in salaries and employee benefits in the Consolidated Condensed Statements of Income, were $345,000 and 321,000, respectively.

Note 6 - Comprehensive Income:

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

As of January 31, 2018 and January 31, 2017, the Company held equity securities consisting primarily of ETFs with high relative dividend yields that are classified as securities available-for-sale on the Consolidated Condensed Balance Sheets. The change in valuation of these securities, net of deferred income taxes, has been recorded in accumulated other comprehensive income in the Company's Consolidated Condensed Balance Sheets.

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

($ in thousands)

 

Amount Before

Tax

  

Tax Expense

  

Amount Net of

Tax

 

Change in unrealized gains on securities

 $978  $(105) $873 

Less: Gains realized in net income

 $(152) $32  $(120)
  $826  $(73) $753 

The components of comprehensive income included in the Consolidated Condensed Statements of Income and Changes in Shareholders' Equity for the nine months ended January 31, 2017 are as follows:

($ in thousands)

 

Amount Before

Tax

  

Tax Expense

  

Amount Net of

Tax

 

Change in unrealized gains on securities

 $271  $(96) $175 

Less: Gains realized in net income

  (39)  14   (25)
  $232  $(82) $150 

Note 7 - Related Party Transactions:

Investment Management (overview):

The Company has substantial non-voting revenues and non-voting profits interests in EAM, the asset manager to the Value Line Mutual Funds. Accordingly, the Company 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 January 31, 2018, were $2.6 billion, 13% above total assets of $2.3 billion in the Value Line Funds managed and/or distributed by EAM at January 31, 2017.

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 49.73%,50.28% and 50.88% during the first, second and third quarters of fiscal 2018, respectively, and 49.45%,49.14% and 49.19% during the first, second and third quarters of fiscal 2017, respectively.


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

 

Under the terms of the CARES Act, Borrowers can apply for and be granted forgiveness for all or a portion of the PPP Loan.  Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act, as described above, during a period not to exceed a twenty-four week period after loan origination and the maintenance or achievement of certain employee levels.  No assurance is provided that a Borrower will obtain forgiveness under any relevant PPP Loan in whole or in part.

EAM Trust - VLI's non-voting revenues and non-voting profits interests:

The Company holds non-voting revenues and non-voting profits interests in EAM which entitle the Company to receive from EAM an amount ranging from 41% to 55% of EAM's investment management fee revenues from its mutual fund and separate accounts business. EAM currently has no separately managed account clients. The Company recorded income from its non-voting revenues interest and its non-voting profits interest in EAM as follows:

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands)

 

2018

  

2017

  

2018

  

2017

 

Non-voting revenues interest in EAM

 $2,057  $1,803  $6,074  $5,389 

Non-voting profits interest in EAM

  227   131   583   393 
  $2,284  $1,934  $6,657  $5,782 

At January 31, 2018, the Company's investment in EAM includes a receivable of $2,261,000 representing the quarterly distribution of 100% of the non-voting revenues share and 90% of its non-voting profits share. Such amount was timely paid subsequent to January 31, 2018.

Transactions with Parent:

During the nine months ended January 31, 2018 and January 31, 2017, the Company was reimbursed $242,000 and $252,000, respectively, for payments it made on behalf of and for services the Company provided to the Parent Company, Arnold Bernhard and Co., Inc. ("Parent"). There were no receivables from the Parent on the Consolidated Condensed Balance Sheets at January 31, 2018 and April 30, 2017.

The Company is a party to a tax-sharing arrangement with the Parent which allocates the tax liabilities of the two Companies between them. The Company made federal tax payments of $3,450,000 and $5,250,000 to the Parent during the nine months ended January 31, 2018 and January 31, 2017, respectively.

From time to time, the Parent has purchased additional shares of common stock of the Company in the market when and as the Parent has determined it to be appropriate. The Parent may make additional purchases of common stock of the Company from time to time in the future. As of January 31, 2018, the Parent owned 89.0% of the outstanding shares of common stock of the Company.

Note 8 - Federal, State and Local Income Taxes:

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

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands)

 

2018

  

2017

  

2018

  

2017

 

Current tax expense:

                

Federal

 $222  $851  $2,681  $5,424 

State and local

  55   166   303   506 

Current tax expense

  277   1,017   2,984   5,930 

Deferred tax expense (benefit):

                

Federal

  (6,014)  (282)  (6,326)  (870)

State and local

  70   (326)  (79)  (387)

Deferred tax expense (benefit):

  (5,944)  (608)  (6,405)  (1,257)

Income tax provision

 $(5,667) $409  $(3,421) $4,673 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted.  The Tax Act lowers the U.S. federal income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018.  Accordingly, the Company computes its income tax expense for the fiscal year ending April 30, 2018 using a blended Federal Tax Rate of 30.33%.  The 21% Federal Tax Rate will apply to fiscal year ending April 30, 2019 and each year thereafter.

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the nine months ended January 31, 2018 and January 31, 2017 were (34.69%) and 33.48%, respectively. The aforementioned reduction in the income tax rate results in a tax benefit of 65.87% of pre-tax income for the nine months ended January 31, 2018, primarily attributable to the effect on the long-term deferred tax liability.  The Company re-calculated its net deferred tax assets and liabilities using the Federal Tax Rate under the Tax Act.  The effect of the re-calculation is reflected entirely in the third quarter ended January 31, 2018 (the period that includes the enactment date) and is allocated directly to both current and deferred income tax expenses from continuing operations.  The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to the new tax law, including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-tax income, the Company's geographic profit mix between tax jurisdictions, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.   


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

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

  

January 31,

  

April 30,

 

($ in thousands)

 

2018

  

2017

 

Federal tax liability (benefit):

        

Deferred gain on deconsolidation of EAM

 $10,655  $17,742 

Deferred non-cash post-employment compensation

  (372)  (619)

Depreciation and amortization

  179   454 

Unrealized loss (gain) on securities held for sale

  322   (366)

Other

  (42)  - 

Total federal tax liability

  10,742   17,211 
         

State and local tax liabilities (benefits):

        

Deferred gain on deconsolidation of EAM

  1,298   1,206 

Deferred non-cash post-employment compensation

  (45)  (42)

Depreciation and amortization

  22   31 

Other

  (45)  (29)

Total state and local tax liabilities

  1,230   1,166 

Deferred tax liability, long-term

 $11,972  $18,377 

In November 2015, the FASB issued ASU 2015-17, Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes which requires that all deferred tax assets and liabilities, along with related valuation allowances, be classified as long-term on the balance sheet. As a result, each tax-paying jurisdiction will now only have one net long-term asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The Company implemented ASU 2015-17 in the first quarter of fiscal 2018 retroactively to include the results as of April 30, 2017 for comparative purposes. The adoption of ASU 2015-17 does not have a material impact on our consolidated condensed financial statements and related disclosures.

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


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

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

  

Nine Months Ended January 31,

 
  

2018

  

2017

 

U.S. statutory federal tax rate

  30.33%  35.00%

Increase (decrease) in tax rate from:

     

Effect on deferred tax liabilities from federal tax rate reduction to 21%

  -65.87%  - 

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

  1.27%  -0.39%

Effect of dividends received deductions

  -0.47%  -0.29%

Domestic production tax credit

  -0.13%  -0.19%

Other, net

  0.18%  -0.65%

Effective income tax rate

  -34.69%  33.48%

The Company believes that, as of January 31, 2018, there were no material uncertain tax positions that would require disclosure under GAAP.

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

The Company’s federal income tax returns (included in the Parent’s consolidated returns) and state and city tax returns for fiscal years ended 2014 through 2017, are subject to examination by the tax authorities, generally for three years after they are filed with the tax authorities. The Company is presently engaged in a federal tax audit for the fiscal year ended April 30, 2015 and does not expect it to have a material effect on the financial statements.

Note 9 - Property and Equipment:

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

  

January 31,

  

April 30,

 

($ in thousands)

 

2018

  

2017

 

Building and leasehold improvements

 $1,013  $789 

Furniture and equipment

  4,021   3,865 
   5,034   4,654 

Accumulated depreciation and amortization

  (3,601)  (3,415)

Total property and equipment, net

 $1,433  $1,239 

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

The Company has adopted the provisions of the Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer Software Developed for Internal Use". SOP 98-1 requires companies to capitalize as long-lived assets many of the costs associated with developing or obtaining software for internal use and amortize those costs over the software's estimated useful life in a systematic and rational manner.

The Company did not incur and did not capitalize expenditures related to the development of software for internal use during the nine months ended January 31, 2018. The Company capitalized $411,000 related to the development of software for internal use during the nine months ended January 31, 2017. Capitalized software included $215,000 of internal costs to develop software and $196,000 of third party programmers' costs during the nine months ended January 31, 2017. Such costs were capitalized and amortized over the expected useful life of the asset which is 3 to 5 years. Total amortization expenses during the nine months ended January 31, 2018 and January 31, 2017, were $610,000 and $3,558,000, respectively. Additional amortization expense in fiscal 2017 was primarily attributable to the re-evaluation of the useful life of internally developed software costs related to digital security and product production software.

Note 11 - Treasury Stock and Repurchase Program:

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 may be made from time to time on the open market at prevailing market prices, in negotiated transactions off the market, in block purchases or otherwise. The repurchase program may be suspended or discontinued at any time at the Company’s discretion and has no set expiration date.


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

Treasury stock, at cost, consists of the following:

(in thousands except for shares and cost

per share)

 

Shares

  

Total Average

Cost Assigned

  

Average Cost

per Share

  

Aggregate Purchase Price

Remaining Under the Program

 

Balance as of April 30, 2017 (1)(2)

  288,335  $3,781  $13.11  $609 

Purchases effected in open market during the quarters ended:

                

July 31, 2017

  2,353   40   17.29   569 

October 31, 2017

  6,512   110   16.90   459 

January 31, 2018

  2,285   41   17.99   418 

Balance as of January 31, 2018

  299,485  $3,972  $13.26  $418 

(1) Includes 85,219 shares with a total average cost of $1,036,000 that were acquired during the former repurchase program, which was authorized in January 2011 and expired in January 2012; 18,400 shares were acquired prior to January 2011.

(2) Were acquired during the $3 million repurchase program authorized in September 2012.

Note 12 - Lease Commitments:

In February 2017 the Company's headquarters and offices moved to a new location. On November 30, 2016, Value Line, Inc., received consent from the landlord at 551 Fifth Avenue, New York, NY to the terms of a new sublease agreement between Value Line, Inc. and ABM Industries, Incorporated (“ABM” or the “Sublandlord”) commencing on December 1, 2016. Pursuant to the agreement Value Line leased from ABM 24,726 square feet of office space located on the second and third floors at 551 Fifth Avenue, New York, NY (“Building” or “Premises”) beginning on December 1, 2016 and ending on November 29, 2027. Base rent under the sublease agreement is $1,126,000 per annum during the first year with an annual increase in base rent of 2.25% scheduled for each subsequent year, 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 utility costs and real estate taxes over the base year. The Company provided a security deposit represented by a letter of credit in the amount of $469,000 in October 2016, which is scheduled to be reduced to $305,000 on September 30, 2021 and fully refunded after the sublease ends. This Building became the Company’s new corporate office facility. 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 (23% initially) in the Company’s annual rental expenditure taking into account free rent for the firstsix months of the sublease. Sublandlord provided Value Line a work allowance of $417,000 which accompanied with the six months free rent worth $563,000 was applied against the Company’s obligation to pay rent at our NYC headquarters, delaying the actual rent payments until November 2017.

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 has leased 24,110 square feet of warehouse and appurtenant office space located at 205 Chubb Ave., Lyndhurst, NJ (“Warehouse”) beginning on May 1, 2016 and ending on April 30, 2024 (“Lease”). Base rent under the Lease is $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 Warehouse as well as utilities supplied to the Warehouse.

The total amount of the base rent payments is being charged to expense on the straight-line method over the term of the lease.

Future minimum payments, exclusive of potential increases in real estate taxes and operating cost escalations, under operating leases for office space, with remaining terms of one year or more, are as follows:

Fiscal Years Ended April 30,

 

($ in thousands)

 
     

2019

 $1,366 

2020

  1,399 

2021

  1,432 

2022

  1,506 

2023 and thereafter

  8,496 
  $14,199 

For the nine months ended January 31, 2018 and 2017, rental expenses were $931,000 and $1,252,000, respectively.

Note 13 - Restricted Cash and Deposits:

Restricted Money Market Investment in the noncurrent assets on the Consolidated Condensed Balance Sheet at January 31, 2018, includes $469,000, which represents cash invested in a bank money market fund securing a letter of credit ("LOC") in the amount of $469,000 issued to the sublandlord as a security deposit for the Company's NYC leased corporate office facility.


Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

January 31, 2018

(Unaudited)

 

The Company has been informed that its lender under the PPP authorization reviewed an application for full forgiveness of the PPP loan and submitted it for SBA review in August 2021. The application is pending.

 

Note 14 - Gain on Sale of Operating Facility:

On July 29, 2016, Value Line closed the sale of its 85,000 sq. ft. distribution, fulfillment and warehouse operating facility located at 125 East Union Avenue, East Rutherford, NJ, received net proceeds of $11,555,000 and reported an increment to net profits after tax during the first quarter of fiscal 2017 of approximately $5.28 million. The distribution, fulfillment and warehouse operations were relocated to an alternative 24,110 sq. ft. leased facility (See Note 12).

Note 15 - Concentration:

During the nine months ended January 31, 2018, 17% of total publishing revenues of $26,997,000 were derived from a single customer.


 

 

19

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

 

Cautionary Statement Regarding Forward-Looking Information

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

 

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”)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;

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

 

changes in marketinvestment trends and economic conditions, including global financial issues;

 

protection ofprotecting intellectual property rights;rights in Company methods and trademarks;

 

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;

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

 

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

possible changes may have onin the valuation of EAM’s intangible assets;assets from time to time;

 

generating future revenues or collection of receivables from significant customers;

 

dependence on key executive and specialist personnel;

 

competition in the fields of publishing, copyright data and investment management;management, along with associated effects on the level and structure of prices and fees, and the mix of services delivered;

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;

 

the impact of government regulationcoronavirus pandemic, which has drastically affected markets, employment, and other economic conditions, and may have additional unpredictable impacts on the Company’semployees, suppliers, customers, and EAM’s businesses;operations;

 

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

 

terrorist attacks, cyber attackschanges in prices of materials and natural disasters;other inputs and services, such as freight and postage, required by the Company;

 

other risks and uncertainties, including but not limited to the risks described in Item 1A, “Risk“Risk Factors” of the Company’sCompany’s Annual Report on Form 10-K for the year ended April 30, 20172021 and in Part II, Item 1A of this Quarterly Report on Form 10-Q for the period ended JanuaryJuly 31, 2018;2021; 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,applicable law, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking information contained herein.

 

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


20

 

Executive Summary of the Business

 

The Company's core business is producing investment periodicals and their underlying research and making available copyright data, including certain proprietary Ranking SystemValue Line copyrights, Value Line trademarks and Value Line Proprietary Ranks 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™Investing and The Most Trusted Name in Investment Research®. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. Effective December 23, 2010, EULAV Asset Management Trust (“EAM”) was established to provide the investment management services to the Value Line Funds, institutional and individual accounts and provide distribution, marketing, and administrative services to the Value Line® Mutual Funds ("Value Line Funds"). The Company maintains a significant investment in EAM from which it receives payments in respect of its non-voting revenues and non-voting profits interests.

 

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

 

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

 

The investment periodicals and related publications (retail and institutional) and fees from copyright data including the proprietary Ranking System informationValue Line copyrights and Value Line Proprietary Ranks and other proprietary information consolidate into one segment called Publishing. The Publishing segment constitutes the Company’s only reportable business segment.

 

The Company’s move to new headquarters in February 2017 resulted in lower rent expense over the term of the sublease.

AssetAsset Management and Mutual Fund Distribution Businesses

Pursuant to the EAM Declaration of Trust, the Company maintains 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 or control of its business.

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’sCompany’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

21

Business Environment

The nation's economy, which had suffered the most severe business downturn since the Great Depression of EAM’s revenues calculated each fiscal quarter was 49.73%, 50.28% and 50.88%the 1930s, during the first secondhalf of 2020, as the COVID-19 pandemic raced across the globe, recovered strongly in the recent year's final six months and thirdthen continued to press ahead in the initial two quarters of fiscal 2018,this year.

In all, the economic expansion is proceeding at a stellar pace so far this year, with U.S. GDP gaining 6.3% and 6.6%, respectively, and 49.45%, 49.14% and 49.19% duringin the first and second quarters. Underpinning these back-to-back impressive interim performances were increases in consumer expenditures, nonresidential fixed investment, and third quartersexports, the reopening of fiscal 2017, respectively.earlier shuttered establishments, and continuing government assistance payments in the form of loans and grants.

 

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 long business expansion, which is now approachingLooking ahead, we see growth continuing, albeit perhaps at a decade in duration, continues to press ahead. On point, after a trio of solid quarterly increasessomewhat more restrained pace, in the gross domestic product to close out the final nine months of 2017, recent trends in employment, wage growth, personal income and spending, and the leading indicators suggest that the opening three monthshomestretch of this year, will bring additionalas rising COVID-19 infection rates, the gradual tapering of Federal Reserve asset purchases, and other monetary support measures likely lead to a more subdued pace of improvement. All told, GDP growth could average 5%, or slightly more in the third and fourth quarters.

 

Encouragingly,All in all, this latest buildupis a rather supportive backdrop for equities, with the largest risks being a series of missteps by the Federal Reserve or serious turmoil on the global front, where the situation in economic momentum seems likely to continue this year. True, there could be some early-year choppiness, as there often is during the seasonally low  opening period, although weather-related  issues have been less numerous thanAfghanistan has deteriorated notably in recent years. Meanwhile, once spring arrives, GDP should kick into somewhat higher gear, with growth moving back up into the 3% range that was in place during the middle quarters of last year. The likely improvement should be driven by increases in infrastructure spending, gains in industrial activity, additional durability in housing, and solid levels of consumer spending by a public that, for the most part, has seen its wealth expand due to the historic bull market, increasing pay checks and rising real estate values.weeks.

 

Of course, few up cycles continue without interruption, and this one figures to be no exception. And although we do not see a recession on the horizon--with the current expansion likely to last into the early years of the next decade given the absence of growth or inflation excesses to date--there are risks that should not be dismissed. Chief among these would be the failure of fiscal initiative and monetary policy adjustments to keep the economic ball rolling without inviting major overheating. Other risks would be serious political headwinds at home or damaging flare-ups overseas.

For now, though, the business outlook continues to be bright and this is helping to keep the stock market at a high level, albeit with a few high-profile reversals along the way, as P/E ratios remain at the upper end of their historic range. 

Results of Operations for the Three and Nine Months Ended JanuaryJuly 31, 20182021 and JanuaryJuly 31, 20172020

 

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

 

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands, except earnings per share)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Income from operations including gain on sale of operating facility in fiscal 2017

 $787  $(212) 

#N/A

  $2,760  $7,948   -65.3%

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

 $2,284  $1,934   18.1%  6,657   5,782   15.1%

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

 $3,071  $1,722   78.3% $9,417  $13,730   -31.4%

Operating expenses

 $8,307  $8,859   -6.2% $24,237  $25,993   -6.8%

Income from securities transactions, net

 $258  $132   95.5% $445  $226   96.9%

Income before income taxes

 $3,329  $1,854   79.6% $9,862  $13,956   -29.3%

Net income

 $8,996  $1,445   522.6% $13,283  $9,283   43.1%

Earnings per share

 $0.93  $0.15   520.0% $1.37  $0.96   42.7%


  

Three Months Ended July 31,

 

($ in thousands, except earnings per share)

 

2021

  

2020

  

Change

 

Income from operations

 $2,265  $2,226   1.8%

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

  4,805   3,644   31.9%

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

 $7,070  $5,870   20.4%

Operating expenses

 $7,901  $8,102   -2.5%

Investment gains

 $394  $1,171   -66.4%

Income before income taxes

 $7,464  $7,041   6.0%

Net income

 $5,897  $5,274   11.8%

Earnings per share

 $0.62  $0.55   12.7%

 

During the ninethree months ended JanuaryJuly 31, 2018,2021, the Company’sCompany’s net income of $13,283,000,$5,897,000, or $1.37$0.62 per share, was $4,000,000 or 43.1%11.8% above net income of $9,283,000,$5,274,000, or $0.96$0.55 per share, for the ninethree months ended JanuaryJuly 31, 2017.2020. During the ninethree months ended JanuaryJuly 31, 20182021, the Company’s income from operations of $2,265,000 was 1.8% above income from operations of $2,226,000 during the three months ended July 31, 2020. For the three months ended July 31, 2021, operating expenses decreased 2.5% below those during the three months ended July 31, 2020. The largest factor in the increase in net income during the three months ended July 31, 2021, compared to the prior fiscal year, was an increase from revenues and profits interests in EAM Trust and well controlled expenses including state taxes on income.

During the three months ended July 31, 2021, there were 9,705,3479,559,992 average common shares outstanding as compared to 9,724,3779,616,721 average common shares outstanding during the nine months ended January 31, 2017.  Income from operations of $2,760,000 during the nine months ended January 31, 2018 was $5,188,000 below income from operations of $7,948,000, which included a pre-tax gain of $8,123,000 from the sale of the Company's operating facility during the nine months ended January 31, 2017 for which it received net proceeds of $11,555,000 on July 29, 2016.  During the three months ended JanuaryJuly 31, 2018, the Company’s net income of $8,996,000, or $0.93 per share, was $7,551,000 above net income of $1,445,000, or $0.15 per share, for the three months ended January 31, 2017 due to the fiscal 2018 reduction in the U.S. statutory federal corporate income tax rate from 35% to 21% on the Company’s long-term deferred tax liabilities, resulting in a tax benefit of 65.87% of pre-tax income for the nine months ended January 31, 2018.  The Company re-calculated its net deferred tax assets and liabilities using the Federal Tax Rate under the Tax Act.  The effect of the re-calculation is reflected entirely in the third quarter ended January 31, 2018 (the period that includes the enactment date) and is allocated directly to both current and deferred income tax expenses from continuing operations.  The decrease in income from operations during the nine months ended January 31, 2018, was partially offset by a $2,913,000 decrease in depreciation and amortization expense in fiscal year 2018.2020.

 

22

Total operating revenues

 

  

Three Months Ended January 31,

  

Nine Months Ended January 31,

 

($ in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Investment periodicals and related publications:

                        

Print

 $3,479  $3,446   1.0% $10,405  $10,601   -1.8%

Digital

  3,912   4,022   -2.7%  11,852   12,146   -2.4%

Total investment periodicals and related publications

  7,391   7,468   -1.0%  22,257   22,747   -2.2%

Copyright data fees

  1,703   1,179   44.4%  4,740   3,071   54.3%

Total publishing revenues

  9,094   8,647   5.2%  26,997   25,818   4.6%

Gain on sale of operating facility

  -   -   n/a   -   8,123   n/a 

Total revenues

 $9,094  $8,647   5.2% $26,997  $33,941   -20.5%

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

  

Change

 

Investment periodicals and related publications:

            

Print

 $2,986  $3,194   -6.5%

Digital

  3,961   3,898   1.6%

Total investment periodicals and related publications

  6,947   7,092   -2.0%

Copyright fees

  3,219   3,236   -0.5%

Total publishing revenues

 $10,166  $10,328   -1.6%

 

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

 

Sources of subscription sales

 

 

Three Months Ended January 31,

  

Nine Months Ended January 31,

  

Three Months Ended July 31,

 
 

2018

      

2017

      

2018

      

2017

      

2021

 

2020

 
 

Print

  

Digital

  

Print

  

Digital

  

Print

  

Digital

  

Print

  

Digital

  

Print

 

Digital

 

Print

 

Digital

 

New Sales

  15.3%  14.2%  10.3%  13.4%  16.1%  15.2%  12.7%  16.2% 16.44% 16.74% 17.07% 14.79%

Conversion and Renewal Sales

  84.7%  85.8%  89.7%  86.6%  83.9%  84.8%  87.3%  83.8%

Renewal Sales

  83.56% 83.26% 82.93% 85.21%

Total Gross Sales

  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%  100.0% 100.0% 100.0% 100.0%

 

During the ninethree months ended JanuaryJuly 31, 20182021 new sales of print publications increaseddecreased as a percent of the total gross print sales as a result of an increase in new print retail sales orders while conversion and renewal sales of print orders decreased fromversus the prior fiscal year.  New During the three months ended July 31, 2021 new sales of digital publications decreased as a percent of the total gross digital sales as a result of a decrease in new digital retail sales orders, related to a two-year trend of lower advertising expenditures.  Conversion and renewal sales of digital services slightly increased as a percent of the total gross digital sales overversus the prior fiscal year as a result of a slower decline than the decline in new sales duecustomer migration to efforts by our in-house Retail and Institutional Sales departments.digital services continues gradually.

 


 

As of

January 31,

  

As of

April 30,

  

As of

January 31,

  

Change

  

As of July 31,

 

As of April 30,

 

As of July 31,

 

Change

 

($ in thousands)

 

2018

  

2017

  

2017

  

Jan-18 vs.

Apr-17

  

Jan-18 vs.

Jan-17

  

2021

 

2021

 

2020

 

July-21 vs.

Apr-21

 

July-21 vs.

July-20

 

Unearned subscription revenue (current and long-term liabilities)

 $24,112  $25,659  $24,239   -6.0%  -0.5% $23,313  $25,088  $23,344  -7.1% -0.1%

 

Unearned subscription revenue as of JanuaryJuly 31, 20182021 is comparable to JanuaryJuly 31, 20172020 and is 6.0%7.1% below April 30, 2017. The decline from April 30, 2017, reflects both the timing of advertising for order generation and the fact that April 30th is the usual annual peak.2021. 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 large Institutional Sales orders.

 

23

Investment periodicals and related publications revenues

 

Investment periodicals and related publications revenues of $22,257,000 decreased $490,000, or 2.2%, for$6,947,000 (excluding copyright fees) during the ninethree months ended JanuaryJuly 31, 2018, as compared to2021, were 2.0% below publishing revenues in the prior fiscal year. The Company continued its effortsactivity to attract new subscribers, primarily digital subscriptions through various marketing channels, primarily direct mail, e-mail, and by the efforts of our sales personnel. Total product line circulation at JanuaryJuly 31, 20182021, was 3.7% below3.6% above total product line circulation at JanuaryJuly 31, 2017. The Company has been successful in growing revenues from digitally-delivered investment periodicals within2020. During the institutional market.three months ended July 31, 2021, Institutional Sales department generated total sales orders of $9,789,000 for$2,424,000 and the nine months ended January 31, 2018 which were 1.1%, above comparable total sales orders of $9,687,000 for the nine months ended January 31, 2017. Revenues from institutional subscribers increased 1.6% above the prior fiscal year. This revenue 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 the ability to realize modest price increases as well as “converting” an increased volume of customers from lower cost retail to the more robust professional priced services. The retail telemarketing sales team generated total sales orders of $6,102,000 for the nine months ended January 31, 2018 which compares to $6,661,000 in the prior fiscal year.     $1,804,000.

 

Print publication revenues of $10,405,000 decreased $196,000 or 1.8% for the nine months ended January 31, 2018 as compared to the prior fiscal year. Revenues from institutional print publications increased $146,000 or 8.6% while print publications revenues from retail subscribers decreased $342,000 or 3.8% for the nine months ended January 31, 2018, as compared to the prior fiscal year. Total print circulation at JanuaryJuly 31, 20182021 was 3.1%3.2% above the total print circulation at JanuaryJuly 31, 2017. Digital publications2020. Print publication revenues of $11,852,000 during the nine months ended January 31, 2018 were $294,000 or 2.4%$2,986,000 decreased 6.5% below the prior fiscal year. Revenues from institutional digital publications increased less than 1% as compared to the prior fiscal year. Digital publications revenues from retail subscribers decreased $315,000 or 9.5% as compared to the prior fiscal year. Total digital circulation at JanuaryJuly 31, 20182021 was 12.6% below4.2% above total digital circulation at JanuaryJuly 31, 2017.           2020. Digital revenues of $3,961,000 were up 1.6% as compared to the prior fiscal year.


 

Value Line serves primarily individual and professional investors in stocks, who pay primarilymostly 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 periodsintroduce publications and packages at a range of intensive promotion of “starter”price points. Further, new services and publications.new features for existing services are regularly under consideration. Prominently introduced in fiscal 2020 and 2021 were new features in the Value Line Research Center, which are The New Value Line ETFs Service, new monthly publication Value Line Information You Should Know Wealth Newsletter, The Value Line M & A Service, and our Value Line Climate Change Investing Service.

 

Copyright data fees

The Value Line proprietary Ranking System informationProprietary Ranks (the “Ranking System”), a component of the Company’sCompany’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. ForDuring the six month period ended JanuaryJuly 31, 2018,2021, the combined Ranking System “Rank 1 & 2” stocks’ increase of 13.2%16.2% outperformed the Russell 2000 index’sIndex’s increase of 10.5%7.4% during the comparable period. ForDuring the twelve month period ended JanuaryJuly 31, 2018,2021, the combined Ranking System “Rank 1 & 2” stocks’ increase of 16.0% outperformed32.1% underperformed the Russell 2000 index’sIndex’s increase of 15.7%50.4% during the comparable period.

Copyright fees

 

During the three and nine months ended JanuaryJuly 31, 2018,2021, copyright data fees of $1,703,000 and $4,740,000, respectively,$3,219,000 were 44.4% and 54.3%, respectively, above0.5% below those during the corresponding period in the prior fiscal year. AsThe Company negotiated in fiscal 2020 with the sponsor of January 31, 2018, total third party sponsored assets were attributable to three contracts for copyright data representing $4.4 billionthe largest exchange traded fund (“ETF”) in various products, as compared to three contracts for copyright data representing $3.2 billionthe program, the restructuring of the Company’s asset based fees and overall fees of the ETF in assets at January 31, 2017.light of the competitive market.

 

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. Our quantitative specialists are seeking to develop and confirm reliable models for additional copyright data products.

Gain on sale of operating facility

On July 29, 2016, Value Line closed the sale of its 85,000 sq. ft. distribution, fulfillment and warehouse operating facility located at 125 East Union Avenue, East Rutherford, NJ, received net proceeds of $11,555,000 and reported an increment to net profits after tax during the first quarter of fiscal 2017 of approximately $5.2 million. The distribution, fulfillment and warehouse operations were relocated to an alternative 24,110 sq. ft. leased facility.

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 JanuaryJuly 31, 2018,2021, were $2.6$5.0 billion, which is $300$700 million, or 13%16.0%, above total assets of $2.2$4.3 billion in the Value Line Funds managed and/or distributed by EAM at JanuaryJuly 31, 2017.2020. The increase reflects successful investment selection capturing market appreciation and positive net flows for the Value Line Funds, partially offset by net redemptions in nine of the eleven Value Lineten Funds overduring the twelve month period ended JanuaryJuly 31, 2018.2021.


 

Shares of Value Line Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund (“Centurion”) are only distributed within certain variable annuity and variable life insurance contracts issuedoffered by The Guardian Insurance & Annuity Company Inc. (“GIAC”); new contracts of this type are no longer sold..

 

24

Value Line Mutual Funds

 

  

As of January 31,

 

($ in millions)

 

2018

  

2017

  

Change

 

Variable annuity assets ("GIAC")

 $418  $419   -0.2%

All other open end equity and hybrid fund assets

  2,078   1,754   18.5%

Total equity and hybrid funds

  2,496   2,173   14.9%

Fixed income funds

  116   129   -10.1%

Total EAM managed net assets

 $2,612  $2,302   13.5%

The Daily Income Fund managed by Reich & Tang Asset Management LLC was liquidated on July 29, 2015. Since then the Value Line Fund shareholders have been provided a money market fund alternative investment managed by Federated Government Obligations Fund.

EAM has successfully broadened distribution, particularly within the Adviser/Independent Broker Dealer (“IBD”) channel. Assets in that channel are up $105 million or 17% year over year as a result of market appreciation. The channel accounts for approximately 61% of gross sales for the year.   Due to stronger gross annual sales than that of the prior year, the Advisor/IBD channel continues to be positive and the leading channel for net sales for the period. The marketing efforts have led to clients of over 4,000 financial advisers (individual reps or RIAs) owning a Value Line fund as of January 31, 2018. 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.

  

As of July 31,

 

($ in millions)

 

2021

  

2020

  

Change

 

Variable annuity assets (GIAC)

 $448  $410   9.3%

All other open end equity and hybrid fund assets

  4,455   3,800   17.2%

Total equity and hybrid funds

  4,903   4,210   16.5%

Fixed income funds

  101   106   -4.7%

Total EAM managed net assets

 $5,004  $4,316   15.9%

 

As of JanuaryJuly 31, 2018,2021 four of six Value Line equity and hybrid mutual funds, excluding SAM and Centurion, held an overall four or five star rating by Morningstar, Inc. AsThe Advisor/Independent Broker Dealer channel has successfully become the largest channel for sales and distribution of January 31, 2018, three of the six equity and hybrid funds were in the top quintile of their respective peer groups for the one year period, and three of the six funds were in the top quintile for the three year period according to Morningstar.

Several of the Value Line Funds have received national recognition. The Value Line Mid-Cap Focused Fund, the Value Line Small Cap Opportunities Fund and the Value Line Income and Growth Fund have been named “Category Kings” in The Wall Street Journal in multiple months in calendar 2017.Funds. This is a growing channel as EAM continues to add more advisers each year.

 

EAM Trust - Results of operations before distribution to interest holders

The overall resultsgross fees and net income of EAM’sEAM’s investment management operations during the ninethree months ended JanuaryJuly 31, 2018,2021, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $12,096,000,$7,757,000, 12b-1 fees and other fees of $4,844,000$2,454,000 and other net income of $156,000 which included dividend, interest and licensing fees income.$72,000. For the same period, total investment management fee waivers were $392,000$107,000 and 12b-1 fee waivers for fourthree Value Line Funds were $583,000.$171,000. During the ninethree months ended JanuaryJuly 31, 2018,2021, EAM's net income was $1,166,000$1,312,000 after giving effect to Value Line’s non-voting revenues interest of $6,074,000,$4,149,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.


 

The overall resultsgross fees and net income of EAM’sEAM’s investment management operations during the ninethree months ended JanuaryJuly 31, 2017,2020, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $10,991,000,$6,310,000, 12b-1 fees and other fees of $4,357,000$2,301,000 and other income of $136,000 which includes, dividend, interest and licensing fees income.$110,000. For the same period, total investment management fee waivers were $308,000$43,000 and 12b-1 fee waivers for fourthree Value Line Funds were $700,000.$157,000. During the ninethree months ended JanuaryJuly 31, 2017,2020, EAM's net income was $786,000$728,000 after giving effect to Value Line’s non-voting revenues interest of $5,389,000,$3,280,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.

 

As of JanuaryJuly 31, 2018,2021 and July 31, 2020, three of the Value Line Funds have all or a portion of the 12b-1 fees being waived, and one fund has partial investment management fee waivers in place. Although, under the terms of the EAM Declaration of Trust, the Company no longer receivesdoes not receive or sharesshare 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 fundsfunds’ assets represent 79.6%89.0%, variable annuity funds issued by GIAC represent 16.0%9.0%, and fixed income fund assets represent 4.4%2.0%, respectively, of total fund assets under management (“AUM”) as of JanuaryJuly 31, 2018.2021. At JanuaryJuly 31, 2018,2021, equity, hybrid and GIAC variable annuities AUM increased by 14.9%16.5% and fixed income AUM decreased by 10.1%4.7% as compared to the prior fiscal year.

 

EAM - The Company’ss 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, andand 50% of EAM’s net profits, not less than 90% of which is distributed in cash every fiscal quarter. The applicable recent non-voting revenues interest percentage for the first quarter of fiscal 2022, that is, the fiscal quarter ended July 31, 2021, was 53.51%.

25

 

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

 

 

Three Months Ended January 31,

  

Nine Months Ended January 31,

  

Three Months Ended July 31,

 

($ in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2021

 

2020

 

Change

 

Non-voting revenues interest

 $2,057  $1,803   14.1% $6,074  $5,389   12.7% $4,149  $3,280  26.5%

Non-voting profits interest

  227   131   73.3%  583   393   48.3%  656  364  80.2%
 $2,284  $1,934   18.1% $6,657  $5,782   15.1% $4,805  $3,644  31.9%

 

During the nine months ended January 31, 2018 and January 31, 2017, the Company recorded revenues of $6,657,000 and $5,782,000, respectively, consisting of $6,074,000 and $5,389,000, from its non-voting revenues interest in EAM and $583,000 and $393,000, from its non-voting profits interest in EAM without incurring any directly related expenses.Operating expenses

 


Operating expenses

 

Three Months Ended January 31,

  

Nine Months Ended January 31,

  

Three Months Ended July 31,

 

($ in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2021

 

2020

 

Change

 

Advertising and promotion

 $1,096  $908   20.7% $2,718  $2,436   11.6% $1,047  $1,055  -0.8%

Salaries and employee benefits

  4,739   4,621   2.6%  13,813   12,830   7.7% 4,657  4,508  3.3%

Production and distribution

  1,524   2,134   -28.6%  4,322   6,958   -37.9% 1,216  1,273  -4.5%

Office and administration

  948   1,196   -20.7%  3,384   3,769   -10.2%  981  1,266  -22.5%

Total expenses

 $8,307  $8,859   -6.2% $24,237  $25,993   -6.8% $7,901  $8,102  -2.5%

 

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

 

Operating expenses of $24,237,000 for the nine months ended January 31, 2018 decreased $1,756,000, or 6.8%, as compared to the nine months ended January 31, 2017 primarily due to a $2,913,000 decrease in depreciationAdvertising and amortization expense partially offset by a $282,000 increase in advertising expenses and a $983,000 increase in salaries and employee benefits in fiscal 2018. promotion

During the three months ended JanuaryJuly 31, 2018 operating expenses of $8,307,000 decreased $552,000, or 6.2%, as compared to the three months ended January 31, 2017 primarily due to a $619,000 decrease in depreciation and amortization expense partially offset by a $188,000 increase in advertising expenses and a $118,000 increase in salaries and employee benefits during the third quarter of fiscal 2018 as compared to the third quarter of the prior fiscal year.

Advertising and promotion

During the three and nine months ended January 31, 2018,2021, advertising and promotion expenses of $1,096,000 and $2,718,000, respectively, increased $188,000 and $282,000, respectively,$1,047,000 decreased 0.8% as compared to the prior fiscal year, primarily due to a decrease in direct mail campaigns costs partially offset by an 8.7% increase in media advertising expense. Direct marketing expenses of $889,000 during the nine months ended January 31, 2018 increased $170,000 as compared to the prior fiscal year due to the increases in expenses for TheValue Line Investment Survey and The Value Line Special Situations in fiscal 2018institutional sales commissions.

 

Salaries and employee benefits

 

During the three and nine months ended JanuaryJuly 31, 20182021, salaries and employee benefits of $4,739,000 and $13,813,000, respectively,$4,657,000 increased $118,000 and $983,000, respectively,3.3% above those of the prior fiscal year’s which includedyear, primarily due to an increases in Research department compensation.

Production and distribution

During the effect of a decrease of $215,000 in the capitalization of internal salaries and benefits expenses for digital project development during the ninethree months ended JanuaryJuly 31, 2018, as compared to2021, production and distribution expenses of $1,216,000 decreased 4.5% below the prior fiscal year. The remaining increases in salaries and employee benefits, primarily in the Information Technology department (“IT”) related to the Company’s digital infrastructure and production processes, and Research and Quantitative Research departments. 


Production and distribution

During the three and nine months ended January 31, 2018 production and distribution expenses of $1,524,000 and $4,322,000, respectively, decreased $610,000 and $2,636,000, respectively, as compared to the prior fiscal year. During the nine months ended January 31, 2018 a decrease of $2,945,000 was attributable to a decline in amortization of internally developed software costs related to digital security and product production software. During the nine months ended January 31, 2018 the decrease in production costs was partially offset by a $280,000 increase in production support of the Company’s website, maintenance of the Company’s publishing and application software and operating systems and web “framework”.

Office and administration

During the three and nine months ended January 31, 2018 office and administration expenses of $948,000 and $3,384,000, respectively, decreased $248,000 and $385,000, respectively, as compared to the prior fiscal year. During the nine months ended January 31, 2018 a decrease in office and administration expenses was primarily as a result of a $321,000 decrease in the cost of space rental due to lower rent payments resulting fromservice mailers and distribution in fiscal 2022 was the sub-lease agreement with ABM Industries, Incorporated (“ABM” or the “Sublandlord”). In accordance with GAAP, we allocated the benefit of the free rent period and other concessions over the term of our new NYC sublease, commenced on December 1, 2016. In fact, however, the Company did not pay cash rentprimary reason for the new New York City office facility from December 2016 through October 2017. Additional decreases include $109,000 savingsdecline in real estate taxes due to the relocation of VLDC operations to a new leased NJ facility upon the sale of the operating facility in July 2016 and relocation of the NYC office to a new smaller facility at 551 Fifth Ave., NY in February 2017.expenses.

 

ConcentrationOffice and administration

 

During the ninethree months ended JanuaryJuly 31, 2018, 17%2021, office and administrative expenses of $981,000 decreased 22.5% below the prior fiscal year, primarily due to a favorable settlement of a disputed fee with a contractor.

Concentration

During the three months ended July 31, 2021, 31.7% of total publishing revenues of $26,997,000$10,166,000 were derived from a single customer.customer.

 

26

Income from Securities Transactions, netInvestment gains / (losses)

  

Three Months Ended July 31,

 

($ in thousands)

 

2021

  

2020

  

Change

 

Dividend income

 $196  $121   62.0%

Interest income

  1   56   -98.0%

Investment gains recognized on sale of equity securities during the period

  -   300   -100%

Unrealized gains recognized on equity securities held at the end of the period

  198   695   -71.5%

Other

  (1)  (1)  0%

Total investment gains/(losses)

 $394  $1,171   -66.4%

 

During the three months ended JanuaryJuly 31, 2018 and January 31, 20172021, the Company’s income from securities transactions, net,investment gains, primarily derived from dividend and interest income, was $258,000 and $132,000, respectively. During the nine months ended January 31, 2018 and January 31, 2017 the Company’s income from securities transactions, net, primarily derived from dividend income, was $445,000 and $226,000, respectively. There were no sales, orinvestment gains or losses fromrecognized on sales of equity securities during the nineperiod and unrealized gains recognized on equity securities held at the end of the period in fiscal 2022, were $394,000. During the three months ended JanuaryJuly 31, 2018.2020, the Company’s investment gains, primarily derived from dividend and interest income, investment gains recognized on sales of equity securities during the period and unrealized gains recognized on equity securities held at the end of the period in fiscal 2021, were $1,171,000. Proceeds from maturities and sales of government debt securities classified as available-for-sale during the ninethree months ended JanuaryJuly 31, 20182021 and July 31, 2020, were $1,634,000.$2,496,000 and $3,464,000, respectively. Proceeds from the sales of equity securities classified as available-for-sale were $152,000 and $14,000 during the ninethree months ended JanuaryJuly 31, 20182021 and JanuaryJuly 31, 2017,2020 were $34,000 and $4,637,000, respectively. There were no sales or proceeds from sales of government debt securities in fiscal 2017. In fiscal 2018 income from securities transactions, net, included capital gain distribution from ETFs of $152,000 which compares to capital gain distribution from ETFs of $39,000 in fiscal 2017.

 

Lease CommitmentsEffective income tax rate

 

In February 2017The overall effective income tax rates, as a percentage of pre-tax ordinary income for the three months ended July 31, 2021 and July 31, 2020, were 20.99% and 25.10%, respectively. The decrease in the effective tax rate during the three months ended July 31, 2021 is primarily a result of a decrease in the state and local income taxes from 4.35% to 0.32% as a result of changes in state and local income tax allocations, such as the effect of the reduction in the New York State and New York City tax allocation factors on deferred taxes in fiscal 2022. The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to changes in tax law, including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-income tax, the Company's headquartersgeographic profit mix between tax jurisdictions, taxation method adopted by each locality, new interpretations of existing tax laws and offices moved to a new location. rulings and settlements with tax authorities.

Lease Commitments

On November 30, 2016, Value Line, Inc., received consent from the landlord at 551 Fifth Avenue, New York, NY to the terms of a new sublease agreement between Value Line, Inc. and ABM Industries, Incorporated commencing on December 1, 2016. Pursuant to the agreement Value Line leased from ABM 24,726 square feet of office space located on the second and third floors at 551 Fifth Avenue, New York, NY (“Building” or “Premises”) beginning on December 1, 2016 and ending on November 29, 2027. Base rent under the sublease agreement is $1,126,000 per annum during the first year with an annual increase in base rent of 2.25% scheduled for each subsequent year, 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 utility costs and real estate taxes over the base year. The Company provided a security deposit represented by a letter of credit in the amount of $469,000 in October 2016, which is scheduled to be reduced to $305,000 on September 30,October 3, 2021 and fully refunded after the sublease ends. This Building became the Company’s new corporate office facility. 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 (23% initially) in the Company’s annual rental expenditure taking into account free rent for the first six months of the sublease. Sublandlord provided Value Line a work allowance of $417,000 which accompanied with the six months free rent worth $563,000 was applied against the Company’s obligation to pay rent at our NYC headquarters, delaying the actual rent payments until November 2017.

 


27

 

On February 29, 2016, the Company’sCompany’s subsidiary Value Line Distribution Center (“VLDC”)VLDC and Seagis Property Group LP (the “Landlord”) entered into a lease agreement, pursuant to which VLDC has leased 24,110 square feet of warehouse and appurtenant office space located at 205 Chubb Ave., Lyndhurst, NJ (“Warehouse”) beginning on May 1, 2016 and ending on April 30, 2024 (“Lease”). Base rent under the Lease is $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 Warehouse as well as utilities supplied to the Warehouse.

Effective income tax rate

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the nine months ended January 31, 2018 and January 31, 2017 were (34.69%) and 33.48%, respectively. The aforementioned reduction in the income tax rate results in a tax benefit of 65.87% of pre-tax income for the nine months ended January 31, 2018, primarily attributable to the effect on the long-term deferred tax liability.  The Company re-calculated its net deferred tax assets and liabilities using the Federal Tax Rate under the Tax Act.  The effect of the re-calculation is reflected entirely in the third quarter ended January 31, 2018 (the period that includes the enactment date) and is allocated directly to both current and deferred income tax expenses from continuing operations.  The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to the new tax law, including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-tax income, the Company's geographic profit mix between tax jurisdictions, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.  

 

Liquidity and Capital Resources

 

The Company had working capital, defined as current assets less current liabilities, of $2,008,000$26,744,000 as of JanuaryJuly 31, 20182021 and working capital of $1,200,000$23,312,000 as of April 30, 2017.2021. These amounts include short termshort-term unearned revenue of $18,361,000$18,202,000 and $20,188,000$19,162,000 reflected in total current liabilities at JanuaryJuly 31, 20182021 and April 30, 2017,2021, respectively. Cash and short termshort-term securities were $22,622,000$50,914,000 and $23,133,000$45,353,000 as of JanuaryJuly 31, 20182021 and April 30, 2017,2021, respectively.

 

The Company’sCompany’s cash and cash equivalents include $3,716,000$24,382,000 and $6,066,000$18,209,000 at JanuaryJuly 31, 20182021 and April 30, 2017,2021, respectively, invested primarily in commercial banks and in Money Market Funds at brokers, which operate under Rule 2a-7 of the 1940 Securities and Exchange Act and invest primarily in short termshort-term U.S. government securities.

 

Cash from operating activities

The Company had cash outflowsinflows from operating activities of $2,232,000$7,635,000 during the ninethree months ended JanuaryJuly 31, 20182021, compared to cash outflowsinflows from operations of $5,241,000$5,426,000 during the ninethree months ended JanuaryJuly 31, 2017.2020, respectively. The decreaseincrease in cash outflowsflows from fiscal 20172021 to fiscal 2018 was2022 is primarily attributable to the payment of federal statehigher net income and local income taxes on the sale of the Company’s operating facilityan increase in fiscal 2017, partially offset by the timing ofcash receipts from accounts receivable, payments of invoices to relocate the Company’s operating facilities and the timing of prepaid expenses. EAM.

 

Cash from investing activities

The Company’s had cash inflows from investing activities of $5,327,000$496,000 during the ninethree months ended JanuaryJuly 31, 2018,2021, compared to cash inflowsoutflows from investing activities of $4,293,000$611,000 for the ninethree months ended JanuaryJuly 31, 2017. During2020, respectively. Cash outflows for the three months ended July 31, 2021, were lower than in fiscal 2018,2021 primarily due to the Company continuedCompany’s decision not to investreinvest proceeds in fixed income securities. During the nine months ended January 31, 2017, the Company invested $11,089,000securities in fixed income and equity securities from the net proceeds of $11,555,000 received from sale of the Company’s operating facility and invested $469,000 in a bank money market fund and pledged this investment to represent cash securing a Bank Letter of Credit issued to the sublandlord as a security deposit for the Company's new leased corporate office facility.fiscal 2022.


 

Cash from financing activities

 

During the ninethree months ended JanuaryJuly 31, 2018,2021, the Company’s cash outflows from financing activities were $5,434,000 and$2,267,000, compared to cash outflows from financing activities of $5,646,000$2,000,000 for the ninethree months ended JanuaryJuly 31, 2017.2020. Cash outflows for financing activities included $191,000 and $681,000$163,000 for the repurchase of 11,150 and 41,4615,409 shares of the Company’s common stock under the September 19, 2012April 2020 board approved common stock repurchase programs, during the three months ended July 31, 2021. The share repurchase program was renewed by the board on July 16, 2021 with an authorization to purchase up to $2,000,000 of the Company’s common stock with no set price limit and no expiration date. There were no repurchases of the Company’s common stock during the fiscal years 2018 and 2017, respectively.quarter ended July 31, 2020. Quarterly dividend payments of $0.18$0.22 per share during the nine months ended January 31, 2018fiscal 2022 aggregated $5,243,000 as compared to $4,965,000 aggregated quarterly$2,104,000. Quarterly regular dividend payments of $0.17$0.21 per share during the nine months ended January 31, 2017.fiscal 2021 aggregated $2,020,000.

 

On January 19, 2018, the Board of Directors of Value Line declared a quarterly dividend of $0.18 per share and a special dividend of $0.20 per share. At JanuaryJuly 31, 20182021 there were 9,700,5159,557,761 common shares outstanding as compared to 9,715,1289,616,721 common shares outstanding at JanuaryJuly 31, 2017.2020. The Company expects financing activities to continue to include use of cash for dividend payments and common share repurchases for the foreseeable future.

28

Debt and Liquid Assets

 

Management believes that the Company’sCompany’s cash and other liquid asset resources used in its business together with the proceeds from the SBA loan and 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 additional borrowings during the next twelve months. As of JanuaryJuly 31, 2018,2021, retained earnings and liquid assets were $45,288,000$76,296,000 and $22,622,000,$50,914,000, respectively. As of April 30, 2021, retained earnings and liquid assets were $72,502,000 and $45,353,000, respectively. There are no off-balance-sheet arrangements, so none affect the interpretations of reported assets, liquidity, and debt.

 

Seasonality

 

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

Off-balance sheet arrangements

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

Recent Accounting Pronouncements

In November 2015, the FASB issued ASU 2015-17, Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Under existing standards, deferred taxes for each tax-paying jurisdiction are presented as a net current asset or liability and net long-term asset or liability. To simplify presentation, the new guidance will require that all deferred tax assets and liabilities, along with related valuation allowances, be classified as long-term on the balance sheet. As a result, each tax-paying jurisdiction will now only have one net long-term asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, which will be our fiscal year 2018 beginning May 1, 2017. Due to the full valuation allowance on our U.S. deferred tax assets, we do not expect the adoption of ASU 2015-17 to have a material impact on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02").  The core principle of Topic 842 requires that a lessee should recognize the assets and liabilities on the balance sheet and disclose key information about leasing arrangements.  The amendments in ASU 2016-2 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The guidance is required to be adopted at the earliest period presented using a modified retrospective approach.  The Company is in the process of evaluating the impact of this standard on the consolidated financial statements.

In August, 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments ( a consensus of the Emerging Issues Task Force) ( “ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The Company is in the process of evaluating the impact of this standard on the consolidated financial statements.

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

 

Critical Accounting Estimates and Policies

 

The Company prepares its Consolidated Condensed Financial Statements in accordance with accepted accounting principlesGenerally 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 followingOur disclosures of critical accounting policies reflect the significant judgments and estimates usedare reported in the preparation of its Consolidated Condensed Financial Statements.Company’s Annual Report on Form 10-K for fiscal year ended April 30, 2021.

 


29

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market Risk Disclosures

 

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

 

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

 

Fixed income securities consist of bank certificates of deposits and securitiessecurities issued by federal, state and local governments within the United States. As of JanuaryJuly 31, 2018 and April 30, 20172021 both the aggregate cost and fair value of fixed income securities classified as available-for-sale were $8,486,000 and $7,484,000, respectively,$597,000. As of April 30, 2021 the aggregate cost and fair value was $8,478,000of fixed income securities classified as available-for-sale were $2,596,000 and $7,479,000,$2,600,000, respectively.

 

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

 

Fixed Income Securities

 

     

Estimated Fair Value after

Hypothetical Change in Interest Rates

    Estimated Fair Value after 
   (in thousands)    Hypothetical Change in Interest Rates 
                       (in thousands) 
     

(bp = basis points)

    (bp = basis points) 
                               
     

6 mos.

  

6 mos.

  

1 yr.

  

1 yr.

    1 year 1 year 1 year 1 year 
                      
 

Fair

  

50bp

  

50bp

  

100bp

  

100bp

  Fair 50 bp  

50 bp

  100 bp  

100 bp

 
 

Value

  

increase

  

decrease

  

increase

  

decrease

  Value  increase  decrease  increase  decrease 
                    
                    

As of January 31, 2018

                    

As of July 31, 2021

           

Investments in securities with fixed maturities

 $8,478  $8,550  $8,548  $8,673  $8,583  $597  n/a  n/a  n/a  n/a 
                               

As of April 30, 2017

                    

As of April 30, 2021

           

Investments in securities with fixed maturities

 $7,479  $7,473  $7,504  $7,473  $7,500  $2,600  n/a  n/a  n/a  n/a 

 

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

 


30

 

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 diversediversity of industry group.groups. The portfolio consists of ETFs held for dividend yield that attempt to replicate the performance of certain equity indexes and ETFs that hold preferred shares primarily of ETFs and select common stock holdings of blue chip companies with a concentration on large capitalization companies with high relative dividend yields.financial institutions. 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 JanuaryJuly 31, 20182021 and April 30, 2017,2021, 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), PowerSharesInvesco Financial Preferred ETF (PGF), Select Utilities Select Sector SPDR ETF (XLU), First Trust Value Line 100 ETF (FVL) and ProsharesProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL), iShares Preferred & Income Securities ETF (PFF), and other Exchange Traded Funds and common stock equity securities was $8,385,000a combined total $2,609,000 and $19,105,000, respectively, and the fair value was $9,926,000$25,282,000 and $9,097,000,$23,582,000, respectively.

 

 

 

Equity Securities

       

 

Estimated Fair

Value after

  

 

Hypothetical

Percentage

 
      

 

Hypothetical

 

Hypothetical

  

Increase

(Decrease) in

 

($ in thousands)

  

Fair Value

 

Price Change

 

Change in Prices

  

Shareholders

Equity

 

As of January 31, 2018

Equity Securities and ETFs held for dividend yield

 $9,926 

30% increase

 $12,904   4.39%
      

30% decrease

 $6,948   -4.39%

Equity Securities

 


($ in thousands)

  

Fair Value

 

Hypothetical

Price Change

 

Estimated Fair

Value after

Hypothetical

Change in Prices

  

Hypothetical

Percentage

Increase

(Decrease) in

Shareholders’

Equity

 

As of July 31, 2021

Equity Securities and ETFs held for dividend yield

 $25,282 

30% increase

 $32,867   7.95%
      

30% decrease

 $17,697   -7.95%

 

 

Equity Securities

       

 

Estimated Fair

Value after

  

 

Hypothetical

Percentage

 
      

 

Hypothetical

 

Hypothetical

  

Increase

(Decrease) in

 

($ in thousands)

  

Fair Value

 

Price Change

 

Change in Prices

  

Shareholders

Equity

 

As of April 30, 2017

Equity Securities and ETFs held for dividend yield

 $9,097 

30% increase

 $11,826   4.69%
      

30% decrease

 $6,368   -4.69%

Equity Securities


($ in thousands)

  

Fair Value

 

Hypothetical

Price Change

 

Estimated Fair

Value after

Hypothetical

Change in Prices

  

Hypothetical

Percentage

Increase

(Decrease) in

Shareholders’

Equity

 

As of April 30, 2021

Equity Securities and ETFs held for dividend yield

 $23,582 

30% increase

 $30,657   7.81%
      

30% decrease

 $16,507   -7.81%

 


31

 

Item 4. CONTROLS AND PROCEDURES

 

 

(a)

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) 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 Company’s reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

 

The Company’s

The Company’s management has evaluated, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)

The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)

The registrant’s Principal Executive Officer and Principal Financial Officer have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Part II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors disclosed in Item 1A – Risk Factors in the Company’s Annual Report on Form 10-K for the year ended April 30, 20172021 filed with the SEC on July 26, 2017.29, 2021.

 


32

 

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

 

(a)

(c) Purchases of Equity Securities by the Company

 

The following table provides information with respect to all repurchases of common stock made by or on behalf of the Company during the fiscal quarter ended JanuaryJuly 31, 2018.2021. All purchases listed below were made in the open market at prevailing market prices.

 

  

ISSUER PURCHASES OF EQUITY SECURITIES

 
  

(a) Total Number of

Shares (or Units)

Purchased

  

(b) Average Price

Paid per Share (or

Unit)

  

(c) Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

  

(d) Maximum Number

(or Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs

 

November 1 - 30, 2017

  2,285  $18   2,285  $418,000 
                 

December 1 - 31, 2017

  -   -   -   418,000 
                 

January 1 - 31, 2018

  -   -   -   418,000 

Total

  2,285  $18   2,285  $418,000 

  

ISSUER PURCHASES OF EQUITY SECURITIES

 
  

(a) Total Number of

Shares (or Units)

Purchased

  

(b) Average Price

Paid per Share (or

Unit)

  

(c) Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

  

(d) Maximum Number

(or Approximate Dollar

Value) of Shares (or

Units) that May Yet Be Purchased Under the

Plans or Programs

 

May 1 - 31, 2021

  1,339  $29.30   1,339  $435,000 

June 1 - 30, 2021

  3,963   30.29   3,963   315,000 

July 1 - 31, 2021

  107   31.34   107   2,000,000 

Total

  5,409  $17.29   5,409  $2,000,000 

 

All shares represent shareswere repurchased pursuant to authorization of the Board ofof Directors.

On September 19, 2012,July 16, 2021, the Company’sCompany's Board of Directors authorizedapproved a share repurchase program authorizing the repurchase of shares of the Company’s common stock at such times and prices as management determined to be advisable, up to an aggregate purchase price of $3,000,000.$2,000,000. The repurchases may be made from time to time on the open market at prevailing market prices, in negotiated transactions off the market, in block purchases or otherwise. No purchases were made under this new program through the date of this report. The repurchase program may be suspended or discontinued at any time at the Company’s discretion and has no set expiration date.

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

 

None.

 


33

 

Item 6. Exhibits

 

31.1

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

31.2

31.2Certificate of Principal Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

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

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

101.INSInline XBRL Instance Document

101.SCHInline XBRL Taxonomy Extension Schema Document

101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

101.LABInline XBRL Taxonomy Extension Label Linkbase Document

101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page of this Quarterly Report on Form 10-Q, formatted in inline XBRL (including Exhibit 101).

 


34

 

VALUE LINE, INC.

 

Signatures

 

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

 

Value Line, Inc.

(Registrant)

 

 

 

By:

/s/ Howard A. Brecher

Howard A. Brecher

Chief Executive Officer

  (Principal Executive Officer) 

By:

By:

/s/ Stephen R. Anastasio

Stephen R. Anastasio

Vice President & Treasurer

  (Principal Financial Officer)

 

Date: March 14, 2018September 13, 2021

 

38

35