UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
VALUE LINE, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 |
| | | The |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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 November 30, 2022 |
| Common stock, $0.10 par value per share |
VALUE LINE, INC.
TABLE OF CONTENTS
| Page No. |
||
| PART I. FINANCIAL INFORMATION |
||
| Item 1. |
Consolidated Condensed Financial Statements |
|
| Consolidated Condensed Balance Sheets as of October 31, 2022 and April 30, 2022 |
3 |
|
| Consolidated Condensed Statements of Income for the three and six months ended October 31, 2022 and October 31, 2021 |
4 |
|
| Consolidated Condensed Statements of Comprehensive Income for the three and six months ended October 31, 2022 and October 31, 2021 |
5 |
|
| Consolidated Condensed Statements of Cash Flows for the six months ended October 31, 2022 and October 31, 2021 |
6 |
|
| Consolidated Condensed Statement of Changes in Shareholders’ Equity for the six months ended October 31, 2022 |
7 |
|
| Consolidated Condensed Statement of Changes in Shareholders’ Equity for the six months ended October 31, 2021 |
7 |
|
| Notes to Consolidated Condensed Financial Statements |
8 |
|
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
33 |
| Item 4. |
Controls and Procedures |
35 |
| PART II. OTHER INFORMATION |
||
| Item 1. |
Legal Proceedings |
35 |
| Item 1A. |
Risk Factors |
35 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
36 |
| Item 4. |
Mine Safety Disclosures |
36 |
| Item 5. |
Other Information |
36 |
| Item 6. |
Exhibits |
37 |
| Signatures |
38 |
|
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Balance Sheets
(in thousands, except share amounts)
| October 31, | April 30, | |||||||
| 2022 | 2022 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents (including short term investments of $ and $, respectively) | $ | $ | ||||||
| Equity securities | ||||||||
| Available-for-sale fixed income securities | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ and $, respectively | ||||||||
| Prepaid and refundable income taxes | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Long term assets: | ||||||||
| Investment in EAM Trust | ||||||||
| Restricted money market investments | ||||||||
| Property and equipment, net | ||||||||
| Capitalized software and other intangible assets, net | ||||||||
| Total long term assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders' Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued salaries | ||||||||
| Dividends payable | ||||||||
| Accrued taxes on income | ||||||||
| Operating lease obligation-short term | ||||||||
| Unearned revenue | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Unearned revenue | ||||||||
| Operating lease obligation-long term | ||||||||
| Deferred income taxes | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders' Equity: | ||||||||
| Common stock, $ par value; authorized shares; issued shares | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, at cost ( shares and shares, respectively) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income, net of tax | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated condensed financial statements.
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Statements of Income
(in thousands, except share & per share amounts)
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| October 31, | October 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues: | ||||||||||||||||
| Investment periodicals and related publications | $ | $ | $ | $ | ||||||||||||
| Copyright fees | ||||||||||||||||
| Total publishing revenues | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Salaries and employee benefits | ||||||||||||||||
| Production and distribution | ||||||||||||||||
| Office and administration | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Gain on forgiveness of PPP loan (see note 16) | ||||||||||||||||
| Revenues and profits interests in EAM Trust | ||||||||||||||||
| Investment gains/(losses) | ( | ) | ||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax provision | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Earnings per share, basic & fully diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number of common shares | ||||||||||||||||
The accompanying notes are an integral part of these consolidated condensed financial statements.
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 | For the Six Months Ended | |||||||||||||||
| October 31, | October 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income/(loss), net of tax: | ||||||||||||||||
| Change in unrealized gains/(losses) on fixed income securities, net of taxes | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income/(loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated condensed financial statements.
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Statements of Cash Flows
(in thousands)
(unaudited)
| For the Six Months Ended |
||||||||
| October 31, |
||||||||
| 2022 |
2021 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Investment (gains)/losses |
( |
) | ||||||
| Non-voting revenues interest in EAM Trust |
( |
) | ( |
) | ||||
| Non-voting profits interest in EAM Trust |
( |
) | ( |
) | ||||
| Distributions received from EAM Trust |
||||||||
| Gain on forgiveness of PPP loan (see note 16) |
( |
) | ||||||
| Deferred income taxes |
( |
) | ( |
) | ||||
| Deferred rent |
( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: |
||||||||
| Unearned revenue |
( |
) | ( |
) | ||||
| Accounts payable & accrued expenses |
( |
) | ||||||
| Accrued salaries |
( |
) | ||||||
| Accrued taxes on income |
( |
) | ||||||
| Prepaid and refundable income taxes |
( |
) | ||||||
| Prepaid expenses and other current assets |
( |
) | ||||||
| Accounts receivable |
||||||||
| Total adjustments |
( |
) | ( |
) | ||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Proceeds from sales of equity securities |
||||||||
| Purchases of equity securities |
( |
) | ( |
) | ||||
| Purchases of fixed income securities classified as available-for-sale |
( |
) | ( |
) | ||||
| Proceeds from sales of fixed income securities classified as available-for-sale |
||||||||
| Acquisition of property and equipment |
( |
) | ||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Purchase of treasury stock at cost |
( |
) | ( |
) | ||||
| Dividends paid |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net change in cash and cash equivalents |
( |
) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period |
||||||||
| Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
The accompanying notes are an integral part 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 Six Months Ended October 31, 2022
(in thousands, except share amounts)
(unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||||||||||
| Common stock |
paid-in- |
Treasury stock |
Retained |
comprehensive |
||||||||||||||||||||||||||||
| Shares |
Amount |
capital |
Shares |
Amount |
earnings |
income |
Total |
|||||||||||||||||||||||||
| Balance at April 30, 2022 |
$ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Change in unrealized gains on Fixed Income securities, net of taxes |
||||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Dividends declared |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Balance at October 31, 2022 |
$ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||
Dividends declared per common share were $0.50 for the six months ending October 31, 2022.
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Statement of Changes in Shareholders' Equity
For the Six Months Ended October 31, 2021
(in thousands, except share amounts)
(unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||||||||||
| Common stock |
paid-in- |
Treasury stock |
Retained |
comprehensive |
||||||||||||||||||||||||||||
| Shares |
Amount |
capital |
Shares |
Amount |
earnings |
income |
Total |
|||||||||||||||||||||||||
| Balance at April 30, 2021 |
$ | $ | ( |
) | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Change in unrealized gains on Fixed Income securities, net of taxes |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Dividends declared |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Balance at October 31, 2021 |
$ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||
Dividends declared per common share were $0.44 for the six months ending October 31, 2021.
The accompanying notes are an integral part of these consolidated condensed financial statements.
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies:
Value Line, Inc. ("Value Line" or "VLI", and collectively with its subsidiaries, the “Company”) is incorporated in the State of New York. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. The Company's core business is producing investment periodicals and their underlying research and making available certain Value Line copyrights, Value Line trademarks and Value Line Proprietary 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 October 31, 2022 and April 30, 2022, 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, 2022 filed with the SEC on July 26, 2022 (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.
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(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
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.
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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 October 31, 2022 | ||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| Equity securities | ||||||||||||||||
| Available-for-sale fixed income securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| As of April 30, 2022 | ||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| Equity securities | ||||||||||||||||
| Available-for-sale fixed income securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company had no other financial instruments such as futures, forwards and swap contracts. For the periods ended October 31, 2022 and April 30, 2022, 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) and 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 October 31, 2022, 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 October 31, 2022 and April 30, 2022, cash equivalents included $
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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 October 31, 2022 and April 30, 2022, 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), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL), IShares DJ Select Dividend ETF (DVY) and other Exchange Traded Funds and common stock equity securities was a combined total $
Proceeds from sales of equity securities during the six months ended October 31, 2022 and October 31, 2021, were $
The carrying value and fair value of equity securities at October 31, 2022 were as follows:
| ($ in thousands) | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| ETFs - equities | $ | $ | $ | ( | ) | $ | ||||||||||
The carrying value and fair value of equity securities at April 30, 2022 were as follows:
| ($ in thousands) | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| ETFs - equities | $ | $ | $ | ( | ) | $ | ||||||||||
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(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 six months ended October 31, 2022 and October 31, 2021, were $
The aggregate cost and fair value at October 31, 2022 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 | $ | $ | ( | ) | $ | |||||||||||
| Due 1 year through 5 years | - | ( | ) | |||||||||||||
| Total investment in government debt securities | $ | $ | $ | ( | ) | $ | ||||||||||
The decrease in gross unrealized losses of $
The aggregate cost and fair value at April 30, 2022 of fixed income securities classified as available-for-sale were as follows:
| Amortized | Gross Unrealized | |||||||||||
| ($ in thousands) | Historical Cost | Holding Losses | Fair Value | |||||||||
| Maturity | ||||||||||||
| Due within 1 year | $ | $ | ( | ) | $ | |||||||
| Total investment in government debt securities | $ | $ | ( | ) | $ | |||||||
The increase in gross unrealized losses of $
The average yield on the Government debt securities classified as available-for-sale at October 31, 2022 and April 30, 2022 was
Investment Gains/(Losses):
Investment gains/(losses) were comprised of the following:
| Three Months Ended October 31, | Six Months Ended October 31, | |||||||||||||||
| ($ in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Dividend income | $ | $ | $ | $ | ||||||||||||
| Interest income | ||||||||||||||||
| Investment gains/(losses) recognized on sales of equity securities during the period | $ | $ | ||||||||||||||
| Unrealized gains/(losses) recognized on equity securities held at the end of the period | $ | ( | ) | $ | ( | ) | ||||||||||
| Other | ( | ) | ||||||||||||||
| Total investment gains/(losses) | $ | ( | ) | $ | $ | $ | ||||||||||
Taxable realized gains/(losses) on equity securities sold during fiscal years 2023 and 2022, which are generally the difference between the proceeds from sales and our original cost, were losses of $
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
Investment in Unconsolidated Entities:
Equity Method Investment:
As of October 31, 2022 and April 30, 2022, the Company's investment in EAM Trust on the Consolidated Condensed Balance Sheets was $
The value of VLI’s investment in EAM at October 31, 2022 and April 30, 2022 reflects the fair value of contributed capital of $
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 record any impairment losses for its assets during the fiscal years 2023 or 2022.
The components of EAM’s investment management operations, provided to the Company by EAM, were as follows:
| Three Months Ended October 31, | Six Months Ended October 31, | |||||||||||||||
| ($ in thousands) (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Investment management fees earned from the Value Line Funds, net of waivers shown below | $ | $ | $ | $ | ||||||||||||
| 12b-1 fees and other fees, net of waivers shown below | $ | $ | $ | $ | ||||||||||||
| Other income | $ | ( | ) | $ | $ | $ | ||||||||||
| Investment management fee waivers and reimbursements | $ | $ | $ | $ | ||||||||||||
| 12b-1 fee waivers | $ | $ | $ | $ | ||||||||||||
| Value Line’s non-voting revenues interest | $ | $ | $ | $ | ||||||||||||
| EAM's net income (1) | $ | $ | $ | $ | ||||||||||||
(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
| October 31, | April 30, | |||||||
| ($ in thousands) | 2022 | 2022 | ||||||
| (unaudited) | ||||||||
| EAM's total assets | $ | $ | ||||||
| EAM's total liabilities (1) | ( | ) | ( | ) | ||||
| EAM's total equity | $ | $ | ||||||
(1) At October 31, 2022 and April 30, 2022, EAM's total liabilities included a payable to VLI for its accrued non-voting revenues interest and non-voting profits interest of $
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
Note 3 - Variable Interest Entity
The Company holds a non-voting revenues interest and a
The Company has determined that it does not have a controlling financial interest in EAM because it does not have the power to direct the activities of EAM that most significantly impact its economic performance. Value Line does not hold any voting stock of EAM and it does not have any involvement in the day-to-day activities or operations of EAM. Although the EAM Trust Agreement provides Value Line with certain consent rights and contains certain restrictive covenants related to the activities of EAM, these are considered to be protective rights and therefore Value Line does not maintain control over EAM.
In addition, although EAM is expected to be profitable, there is a risk that it could operate at a loss. While all of the profit interest shareholders in EAM are subject to variability based on EAM’s operations risk, Value Line’s non-voting revenues interest in EAM is a preferred interest in the revenues of EAM, rather than a profits interest in EAM, and Value Line accordingly believes it is subject to proportionately less risk than other holders of the profits interests.
The Company has not provided any explicit or implicit financial or other support to EAM other than what was contractually agreed to in the EAM Trust Agreement. Value Line has no obligation to fund EAM in the future and, as a result, has no exposure to loss beyond its initial investment and any undistributed revenues and profits interests retained in EAM. The following table presents the total assets of EAM, the maximum exposure to loss due to involvement with EAM, as well as the value of the assets and liabilities the Company has recorded on its Consolidated Condensed Balance Sheets for its interest in EAM.
| Value Line |
||||||||||||||||
| ($ in thousands) |
VIE Assets |
Investment in EAM Trust (1) |
Liabilities |
Maximum Exposure to Loss |
||||||||||||
| As of October 31, 2022 (unaudited) |
$ | $ | $ | $ | ||||||||||||
| As of April 30, 2022 |
$ | $ | $ | $ | ||||||||||||
(1) Reported within Long-Term Assets on the Consolidated Condensed Balance Sheets.
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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.
| Six Months Ended October 31, |
||||||||
| ($ in thousands) |
2022 |
2021 |
||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
||||||||
| Total cash, cash equivalents, and restricted cash shown in the Consolidated Condensed Statement of Cash Flows |
$ | $ | ||||||
Income Tax Payments:
The Company made income tax payments as follows:
| Six Months Ended October 31, |
||||||||
| ($ in thousands) |
2022 |
2021 |
||||||
| State and local income tax payments |
$ | $ | ||||||
| Federal income tax payments to the Parent |
||||||||
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 six months ended October 31, 2022 and October 31, 2021, the estimated profit sharing plan contributions, which are included as expenses in salaries and employee benefits in the Consolidated Condensed Statements of Income, were $
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 October 31, 2022 and October 31, 2021 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 six months ended October 31, 2022 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 |
$ | $ | ( |
) | $ | |||||||
| $ | $ | ( |
) | $ | ||||||||
The components of comprehensive income included in the Consolidated Condensed Statements of Income and Changes in Shareholders' Equity for the six months ended October 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 |
$ | ( |
) | $ | $ | ( |
) | |||||
| $ | ( |
) | $ | $ | ( |
) | ||||||
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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 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 October 31, 2022, were $
The Company’s non-voting revenues and non-voting profits interests in EAM entitle it to receive quarterly distributions in a range of
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
| Three Months Ended October 31, | Six Months Ended October 31, | |||||||||||||||
| ($ in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Non-voting revenues interest in EAM | $ | $ | $ | $ | ||||||||||||
| Non-voting profits interest in EAM | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
At October 31, 2022, the Company's investment in EAM includes a receivable of $
Transactions with Parent:
During the six months ended October 31, 2022 and October 31, 2021, the Company was reimbursed $
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 $
As of October 31, 2022, the Parent owned
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 October 31, | Six Months Ended October 31, | |||||||||||||||
| ($ in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Current tax expense: | ||||||||||||||||
| Federal | $ | $ | $ | $ | ||||||||||||
| State and local | ||||||||||||||||
| Current tax expense | ||||||||||||||||
| Deferred tax expense (benefit): | ||||||||||||||||
| Federal | ( | ) | ( | ) | ||||||||||||
| State and local | ( | ) | ( | ) | ||||||||||||
| Deferred tax expense (benefit): | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax provision | $ | $ | $ | $ | ||||||||||||
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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
The overall effective income tax rates, as a percentage of pre-tax ordinary income for the six months ended October 31, 2022 and October 31, 2021 were
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:
| October 31, | April 30, | |||||||
| ($ in thousands) | 2022 | 2022 | ||||||
| Federal tax liability (benefit): | ||||||||
| Deferred gain on deconsolidation of EAM | $ | $ | ||||||
| Deferred non-cash post-employment compensation | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Unrealized gain on securities held for sale | ||||||||
| Right of Use Asset | ( | ) | ( | ) | ||||
| Deferred charges | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Total federal tax liability | ||||||||
| State and local tax liabilities (benefits): | ||||||||
| Deferred gain on deconsolidation of EAM | ||||||||
| Deferred non-cash post-employment compensation | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Unrealized gain on securities held for sale | ||||||||
| Other | ||||||||
| Total state and local tax liabilities | ||||||||
| Deferred tax liability, long-term | $ | $ | ||||||
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:
| Six Months Ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| U.S. statutory federal tax rate | % | % | ||||||
| Increase (decrease) in tax rate from: | ||||||||
| State and local income taxes, net of federal income tax benefit | % | % | ||||||
| Non-taxable SBA loan forgiveness | ( | )% | ||||||
| Effect of dividends received deductions | ( | )% | ( | )% | ||||
| Other, net | % | % | ||||||
| Effective income tax rate | % | % | ||||||
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
The Company believes that, as of October 31, 2022, 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 2019 through 2021, are subject to examination by the tax authorities, generally for three years after they are filed with the tax authorities.
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:
| October 31, | April 30, | |||||||
| ($ in thousands) | 2022 | 2022 | ||||||
| Building and leasehold improvements | $ | $ | ||||||
| Operating lease - right-of-use asset | ||||||||
| Furniture and equipment | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Note 10 - Accounting for the Costs of Computer Software Developed for Internal Use:
The Company has adopted the provisions of the Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer Software Developed for Internal Use". SOP 98-1 requires companies to capitalize as long-lived assets many of the costs associated with developing or purchasing software for internal use and amortize those costs over the software's estimated useful life in a systematic and rational manner. Such costs, when incurred, are capitalized and amortized over the expected useful life of the asset, normally
During the six months ended October 31, 2022 and October 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.
Note 11 - Treasury Stock and Repurchase Program:
During October 2022, the Company's Board of Directors approved a renewal of a share repurchase program authorizing the repurchase of shares of the Company’s common stock up to an aggregate purchase price of $
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 | ||||||||
| Balance as of July 31, 2022 | $ | $ | $ | |||||||||
| Purchases effected in open market during the months ended: | ||||||||||||
| August 31, 2022 | ||||||||||||
| September 30, 2022 | ||||||||||||
| Authorized October 21, 2022 | ||||||||||||
| October 31, 2022 | ||||||||||||
| Balance as of October 31, 2022 | $ | $ | $ | |||||||||
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
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 recognizes in the statements of financial position a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. It also requires that for finance leases, a lessee recognizes interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. The firm adopted this ASU in May 2019 under a modified retrospective approach.
The Company adopted ASU 2016-02 using a modified retrospective transition approach as of the Effective Date as permitted by the amendments in ASU 2018-11, which provides an alternative modified retrospective transition method. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. May 1, 2019). The Company has elected to employ the transitionary relief offered by the FASB and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized.
The Company leases office space in New York, NY and a warehouse and appurtenant office space in Lyndhurst, NJ. The Company has evaluated these leases and determined that they are operating leases under the definitions of the guidance of ASU 2016-02.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.
On May 1, 2019, the Company recorded a right-of-use asset in the amount of $
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 $
For the six months ended October 31, 2022, the Company paid $
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 October 31, 2022:
| Fiscal years ended April 30, | ($ in thousands) | |||
| 2023 * | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total undiscounted future minimum lease payments | ||||
| Less: difference between undiscounted lease payments & the present value of future lease payments | ||||
| Total operating lease liabilities | $ | |||
* Excludes the six months ended October 31, 2022
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
October 31, 2022
(Unaudited)
Note 13 - Restricted Cash and Deposits:
Restricted Money Market Investment in the noncurrent assets on the Consolidated Condensed Balance Sheet at October 31, 2022, includes $
Note 14 - Concentration:
During the six months ended October 31, 2022,
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 October 31, 2022 and October 31, 2021, the Company had $
Note 16 - Paycheck Protection Program Loan:
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 was administered by the U.S. Small Business Administration ("SBA"). The proceeds from the PPP Loan were used in accordance with the terms of the CARES Act program.
Under the terms of the CARES Act, Borrowers could apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness is determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act. The Company was granted total loan forgiveness of $
Item 2. MANAGEMENT’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 the Company may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the following:
| ● |
maintaining revenue from subscriptions for the Company’s digital and print published products; |
| ● |
changes in investment trends and economic conditions, including global financial issues; |
| ● |
protecting intellectual property rights in Company methods and trademarks; |
| ● |
protecting confidential information including customer confidential or personal information that we may possess; |
| ● |
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; |
| ● |
possible changes in the valuation of EAM’s intangible assets from time to time; |
| ● |
generating future revenues or collection of receivables from significant customers; |
| ● |
dependence on key executive and specialist personnel; |
| ● |
risks associated with the outsourcing of certain functions, technical facilities, and operations, including in some instances outside the U.S.; |
| ● |
competition in the fields of publishing, copyright and investment 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; |
| ● |
military conflicts, civil unrest, and associated travel and supply disruptions and other effects; |
| ● |
Russia’s invasion of Ukraine and the impact on inflation; |
| ● |
continued availability of generally dependable energy supplies in the geographic areas in which the company and certain suppliers operate; |
| ● |
terrorist attacks, cyber attacks and natural disasters; |
| ● |
insufficiency in our business continuity plans or systems in the event of anticipated or unpredictable disruption; |
| ● |
the coronavirus pandemic, which has drastically affected markets, employment, and other economic conditions, and may have additional unpredictable impacts on employees, suppliers, customers, and operations; |
| ● |
other possible epidemics; |
| ● |
changes in prices of materials and 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 Factors” of the Company’s Annual Report on Form 10-K for the year ended April 30, 2022 and in Part II, Item 1A of this Quarterly Report on Form 10-Q for the period ended October 31, 2022; 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 by 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.
Executive Summary of the Business
The Company's core business is producing investment periodicals and their underlying research and making available certain Value Line copyrights, Value Line trademarks and Value Line Proprietary 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™ 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. EULAV Asset Management Trust (“EAM”) was established to provide the investment management services to the Value Line Funds, institutional and individual accounts and provide distribution, marketing, and administrative services to the Value Line® Mutual Funds ("Value Line Funds"). The Company maintains a significant investment in EAM from which it receives payments in respect of its non-voting revenues and non-voting profits interests.
The Company’s target audiences within the investment research field are individual investors, colleges, libraries, and investment management professionals. Individuals come to Value Line for complete research in one package. Institutional licensees consist of corporations, financial professionals, colleges, and municipal libraries. Libraries and universities offer the Company’s detailed research to their patrons and students. Investment management professionals use the research and historical information in their day-to-day businesses. The Company has a dedicated department that solicits institutional subscriptions.
Payments received for new and renewal subscriptions and the value of receivables for amounts billed to retail and institutional customers are recorded as unearned revenue until the order is fulfilled. As the orders are fulfilled, the Company recognizes revenue in equal installments over the life of the particular subscription. Accordingly, the subscription fees to be earned by fulfilling subscriptions after the date of a particular balance sheet are shown on that balance sheet as unearned revenue within current and long-term liabilities.
The investment periodicals and related publications (retail and institutional) and Value Line copyrights and Value Line Proprietary Ranks and other proprietary information consolidate into one segment called Publishing. The Publishing segment constitutes the Company’s only reportable business segment.
Asset 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’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.
Business Environment
The U.S. economy rebounded in the third quarter, with the gross domestic product (GDP) expanding by an annualized rate of 2.9%. This followed two quarterly contractions to start 2022, with output in the first half of the year hurt by the spread of the COVID-19 Omicron variant at the turn of the calendar and the fact that inventory buildups were pulled forward (into the fourth quarter of 2021), as manufacturers worried about supply-chain disruptions. GDP measures economic output, not demand; accordingly, inventory accumulation in late 2021 added to fourth-quarter GDP growth, while retarding early 2022 GDP. The third-quarter GDP reading did have some worrisome signs, including slowing growth in the consumer sector (from the second to third quarter) and a sharp drop in residential construction, but still solid jobs creation in November and strong retail sales data in October were positive signs as the year winds down.
Meantime, the central bank remains aggressive in raising interest rates. The Federal Reserve at its early November Federal Open Market Committee (FOMC) meeting increased the benchmark short-term interest rate by 0.75%, to the range of 3.75% to 4.00%. It marked the fourth consecutive three-quarter-point hike. The increasingly restrictive monetary policy decision from the Federal Reserve was followed by commentary from Chairman Jerome Powell, in which he stated that the federal funds rate may need to reach 5.00% by mid-2023 and stay at that level for a longer duration to reduce demand for goods and services enough to drive prices significantly lower. A half-point increase to the federal funds rate was expected at the December FOMC meeting, the final central bank get-together of 2022.
The Federal Reserve’s efforts to slow demand are starting to work, but the real impact of the increasingly restrictive monetary policies implemented earlier this year were not expected to be realized until late-2022 and early 2023. U.S. households are now changing their spending habits, focusing on essential items (i.e., food and energy) and showing a willingness to wait for sales (i.e., lower prices) on more-discretionary big-ticket and luxury items. Meanwhile, the pace of both new and existing home sales, as well as residential construction (the biggest contributor to GDP after the consumer sector), has fallen sharply during the late summer and early fall months, with significantly higher borrowing costs leading to a drop in housing affordability. These higher borrowing costs—and resultant elevated rates on increasing credit card debt—are likely to put pressure on the consumer and result in a drop in prices, even if the supply-side shortages were to linger. The moderation in both the October Consumer and Producer Price Indexes suggests that the Fed’s efforts to reduce inflation are gaining some traction.
In conclusion, the aggressive monetary policy tightening stance by the Federal Reserve may ultimately push the U.S. economy into a recession. The continued inversion of the Treasury market yield curve (occurs when rates on longer-term obligations are lower than those of shorter-tern durations), the decline in crude oil prices during the late fall season, and the rash of layoffs in the technology sector may be indications of some economic pain ahead. This would make for a tougher near-term operating environment for both businesses and consumers, and may be reflected in next few quarters of corporate earnings results.
Results of Operations for the Three and Six Months Ended October 31, 2022 and October 31, 2021
The following table illustrates the Company’s key components of revenues and expenses.
| Three Months Ended October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||
| ($ in thousands, except earnings per share) |
2022 |
2021 |
Change |
2022 |
2021 |
Change |
||||||||||||||||||
| Income from operations |
$ | 3,173 | $ | 2,737 | 15.9 | % | $ | 5,729 | $ | 5,002 | 14.5 | % | ||||||||||||
| Gain on forgiveness of SBA loan |
- | 2,331 | N/A | - | 2,331 | N/A | ||||||||||||||||||
| Non-voting revenues and non-voting profits interests from EAM Trust |
2,816 | 4,892 | -42.4 | % | 5,831 | 9,697 | -39.9 | % | ||||||||||||||||
| Income from operations plus non-voting revenues and non-voting profits interests from EAM Trust and gain on SBA loan forgiveness |
$ | 5,989 | $ | 9,960 | -39.9 | % | $ | 11,560 | $ | 17,030 | -32.1 | % | ||||||||||||
| Operating expenses |
$ | 6,893 | $ | 7,236 | -4.7 | % | $ | 14,281 | $ | 15,137 | -5.7 | % | ||||||||||||
| Investment gains/(losses) |
$ | (268 | ) | $ | 368 | -172.8 | % | $ | 26 | $ | 762 | -96.6 | % | |||||||||||
| Income before income taxes |
$ | 5,721 | $ | 10,328 | -44.6 | % | $ | 11,586 | $ | 17,792 | -34.9 | % | ||||||||||||
| Net income |
$ | 4,330 | $ | 8,504 | -49.1 | % | $ | 8,788 | $ | 14,401 | -39.0 | % | ||||||||||||
| Earnings per share |
$ | 0.46 | $ | 0.89 | -48.3 | % | $ | 0.93 | $ | 1.51 | -38.4 | % | ||||||||||||
During the six months ended October 31, 2022, the Company’s net income of $8,788,000, or $0.93 per share, was 39.0% below net income of $14,401,000, or $1.51 per share, for the six months ended October 31, 2021. During the six months ended October 31, 2022, the Company’s income from operations of $5,729,000 was 14.5% above income from operations of $5,002,000 during the six months ended October 31, 2021. For the six months ended October 31, 2022, operating expenses decreased 5.7% below those during the six months ended October 31, 2021.
During the three months ended October 31, 2022, the Company’s net income of $4,330,000, or $0.46 per share, was 49.1% below net income of $8,504,000, or $0.89 per share, for the three months ended October 31, 2021. During the three months ended October 31, 2022, the Company’s income from operations of $3,173,000 was 15.9% above income from operations of $2,737,000 during the three months ended October 31, 2021. For the three months ended October 31, 2022, operating expenses decreased 4.7% below those during the three months ended October 31, 2021.
During the six months ended October 31, 2022, there were 9,475,960 average common shares outstanding as compared to 9,557,333 average common shares outstanding during the six months ended October 31, 2021.
| Three Months Ended October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||
| ($ in thousands) |
2022 |
2021 |
Change |
2022 |
2021 |
Change |
||||||||||||||||||
| Investment periodicals and related publications: |
||||||||||||||||||||||||
| |
$ | 2,513 | $ | 2,634 | -4.6 | % | $ | 5,071 | $ | 5,620 | -9.8 | % | ||||||||||||
| Digital |
4,099 | 4,001 | 2.4 | % | 8,132 | 7,962 | 2.1 | % | ||||||||||||||||
| Total investment periodicals and related publications |
6,612 | 6,635 | -0.3 | % | 13,203 | 13,582 | -2.8 | % | ||||||||||||||||
| Copyright fees |
3,454 | 3,338 | 3.5 | % | 6,807 | 6,557 | 3.8 | % | ||||||||||||||||
| Total publishing revenues |
$ | 10,066 | $ | 9,973 | 0.9 | % | $ | 20,010 | $ | 20,139 | -0.6 | % | ||||||||||||
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 October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||||||||||
| 2022 |
2021 |
2022 |
2021 |
|||||||||||||||||||||||||||||
| |
Digital |
|
Digital |
|
Digital |
|
Digital |
|||||||||||||||||||||||||
| New Sales |
8.1 | % | 13.9 | % | 14.1 | % | 13.2 | % | 10.3 | % | 13.7 | % | 15.2 | % | 14.8 | % | ||||||||||||||||
| Renewal Sales |
91.9 | % | 86.1 | % | 85.9 | % | 86.8 | % | 89.7 | % | 86.3 | % | 84.8 | % | 85.2 | % | ||||||||||||||||
| Total Gross Sales |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||
During the six months ended October 31, 2022, new sales of print and digital publications decreased as a percent of the total gross sales versus the prior fiscal year as a result of weakened sentiment among prospective customers in a period of market volatility. During the six months ended October 31, 2022, renewal sales of print and digital publications increased as a percent of the total gross sales versus the prior fiscal year.
| As of October 31, |
As of April 30, |
As of October 31, |
Change |
|||||||||||||||||
| ($ in thousands) |
2022 |
2022 |
2021 |
October-22 vs. Apr-22 |
October-22 vs. October-21 |
|||||||||||||||
| Unearned subscription revenue (current and long-term liabilities) |
$ | 22,890 | $ | 23,773 | $ | 22,600 | -3.7 | % | 1.3 | % | ||||||||||
Unearned subscription revenue as of October 31, 2022, is 3.7% below April 30, 2022 and 1.3% above October 31, 2021. A certain amount of variation is to be expected due to the volume of new orders and timing of long-term renewal contracts, direct mail campaigns and large Institutional Sales orders.
Investment periodicals and related publications revenues
Investment periodicals and related publications revenues of $13,203,000 (excluding copyright fees) during the six months ended October 31, 2022 were 2.8% below publishing revenues of $13,582,000, as compared to the prior fiscal year. The Company continued activity 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 October 31, 2022, was 10.9% below total product line circulation at October 31, 2021. During the six months ended October 31, 2022, Institutional Sales department generated total sales orders of $7,170,000 or 27.8% above the prior fiscal year. The retail telemarketing sales team generated total sales orders of $3,666,000, approximately equal to last fiscal year.
Total print circulation at October 31, 2022 was 16.9% below the total print circulation at October 31, 2021. During the six months ended October 31, 2022, print publication revenues of $5,071,000, decreased 9.8%, below print publication revenues of $5,620,000 during October of 2021 because we deferred advertising in light of negative sentiment among prospective customers in a bear market environment. Total digital circulation at October 31, 2022 was 2.3% below total digital circulation at October 31, 2021. During the six months ended October 31, 2022, digital revenues of $8,132,000 were up 2.1% as compared to the prior fiscal year. These figures reflect weak investor sentiment, likely temporary, and the ongoing shift from our print services to digital counterparts. Further, publishing revenue is fairly steady, despite the dip in print circulation. Sales of our higher-price, higher-profit, publications have been stronger than sales of low price “starter” products.
Value Line serves primarily individual and professional investors in stocks, who pay mostly 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 introduce publications and packages at a range of price points.
The Value Line Proprietary Ranks (the “Ranking System”), a component of the Company’s flagship product, The Value Line Investment Survey, are also utilized in the Company’s copyright business. The Ranking System is made available to EAM for specific uses without charge. During the twelve month period ended October 31, 2022, the combined Ranking System “Rank 1 & 2” stocks’ decrease of 20.8% compared to the Russell 2000 Index’s decrease of 19.6% during the comparable period.
Copyright fees
During the six months ended October 31, 2022, copyright fees of $6,807,000 were 3.8% above those during the corresponding period in the prior fiscal year.
Investment management fees and services – (unconsolidated)
The Company has substantial non-voting revenues and non-voting profits interests in EAM, the asset manager to the Value Line Mutual Funds. 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 October 31, 2022, were $2.9 billion, which is $2.1 billion, or 42.0%, below total assets of $5.0 billion in the Value Line Funds managed and/or distributed by EAM at October 31, 2021. The decrease in net assets was primarily due to fund shareholder redemptions, closing of two variable annuity funds, and significant declines during the 2022 bear market.
Value Line Mutual Funds
| As of October 31, |
||||||||||||
| ($ in millions) |
2022 |
2021 |
Change |
|||||||||
| Equity and hybrid funds |
$ | 2,851 | $ | 4,971 | -42.6 | % | ||||||
| Fixed income funds |
40 | 50 | -20.0 | % | ||||||||
| Total EAM managed net assets |
$ | 2,891 | $ | 5,021 | -42.4 | % | ||||||
EAM Trust - Results of operations before distribution to interest holders
The gross fees and net income of EAM’s investment management operations during the six months ended October 31, 2022, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $10,142,000, 12b-1 fees and other fees of $3,050,000 and other net gains of $4,000. For the same period, total investment management fee waivers were $31,000 and 12b-1 fee waivers were $54,000. During the six months ended October 31, 2022, EAM's net income was $852,000 after giving effect to Value Line’s non-voting revenues interest of $5,405,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.
The gross fees and net income of EAM’s investment management operations during the six months ended October 31, 2021, before interest holder distributions, included total investment management fees earned from the Value Line Funds of $15,679,000, 12b-1 fees and other fees of $4,941,000 and other net income of $119,000. For the same period, total investment management fee waivers were $218,000 and 12b-1 fee waivers for three Value Line Funds were $342,000. During the six months ended October 31, 2021, EAM's net income was $2.570,000 after giving effect to Value Line’s non-voting revenues interest of $8,412,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.
As of October 31, 2022, one of the Value Line Funds has full 12b-1 fees waivers in place, and six funds have partial investment management fee waivers in place. Although, under the terms of the EAM Declaration of Trust, the Company does not receive or share in the revenues from 12b-1 distribution fees, the Company could benefit from the fee waivers to the extent that the resulting reduction of expense ratios and enhancement of the performance of the Value Line Funds attracts new assets.
The Value Line equity and hybrid funds’ assets represent 98.6% and fixed income fund assets represent 1.4%, respectively, of total fund assets under management (“AUM”) as of October 31, 2022. At October 31, 2022, equity and hybrid AUM decreased by 43.0% and fixed income AUM decreased by 20.0% as compared to last year at October 31, 2021.
EAM - The Company’s non-voting revenues and non-voting profits interests
The Company holds non-voting revenues and non-voting profits interests in EAM which entitle the Company to receive from EAM an amount ranging from 41% to 55% of EAM's investment management fee revenues from its mutual fund and separate accounts business, and 50% of EAM’s net profits, not less than 90% of which is distributed in cash every fiscal quarter. The applicable recent non-voting revenues interest percentage for the second quarter of fiscal 2023 was 53.01% but will decline somewhat under the agreed formula as lower invested assets result in lower investment management fee revenue.
The Company recorded income from its non-voting revenues interest and its non-voting profits interest in EAM as follows:
| Three Months Ended October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||
| ($ in thousands) |
2022 |
2021 |
Change |
2022 |
2021 |
Change |
||||||||||||||||||
| Non-voting revenues interest |
$ | 2,623 | $ | 4,263 | -38.5 | % | $ | 5,405 | $ | 8,412 | -35.7 | % | ||||||||||||
| Non-voting profits interest |
193 | 629 | -69.3 | % | 426 | 1,285 | -66.8 | % | ||||||||||||||||
| $ | 2,816 | $ | 4,892 | -42.4 | % | $ | 5,831 | $ | 9,697 | -39.9 | % | |||||||||||||
Operating expenses
| Three Months Ended October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||
| ($ in thousands) |
2022 |
2021 |
Change |
2022 |
2021 |
Change |
||||||||||||||||||
| Advertising and promotion |
$ | 723 | $ | 676 | 7.0 | % | $ | 1,544 | $ | 1,723 | -10.4 | % | ||||||||||||
| Salaries and employee benefits |
3,769 | 4,303 | -12.4 | % | 7,816 | 8,960 | -12.8 | % | ||||||||||||||||
| Production and distribution |
1,243 | 1,311 | -5.2 | % | 2,458 | 2,527 | -2.7 | % | ||||||||||||||||
| Office and administration |
1,158 | 946 | 22.4 | % | 2,463 | 1,927 | 27.8 | % | ||||||||||||||||
| Total expenses |
$ | 6,893 | $ | 7,236 | -4.7 | % | $ | 14,281 | $ | 15,137 | -5.7 | % | ||||||||||||
Expenses within the Company are categorized into advertising and promotion, salaries and employee benefits, production and distribution, office and administration. Operating expenses of $6,893,000 and $14,281,000 during the three and six months ended October 31, 2022, decreased 4.7% and 5.7%, respectively, as compared to those during the three and six months ended October 31, 2021, as a result of cost controls in fiscal year 2023.
Advertising and promotion
During the three and six months ended October 31, 2022, advertising and promotion expenses of $723,000 and $1,544,000 increased 7.0% and decreased 10.4%, respectively, as compared to the prior fiscal year, primarily due to decrease in media advertising expenses and direct mail campaigns, partially offset by the increases in renewal solicitation costs and institutional sales expenses. During the second fiscal quarter, however, advertising expenses were increased 7% versus fiscal 2022 as we perceive the environment for promotion of our services has improved.
Salaries and employee benefits
During the three and six months ended October 31, 2022, salaries and employee benefits of $3,769,000 and $7,816,000 decreased 12.4% and 12.8%, respectively, as compared to the prior fiscal year, primarily due to decreases in salaries and employee benefits resulting from a reduced employee headcount in fiscal year 2023.
Production and distribution
During the three and six months ended October 31, 2022, production and distribution expenses of $1,243,000 and $2,458,000 decreased 5.2% and 2.7%, respectively, as compared to the prior fiscal year. The decreases in service mailers, paper and distribution costs as a result of reduced print product circulation was the primary reason for the decline in expenses.
Office and administration
During the three and six months ended October 31, 2022, office and administrative expenses of $1,158,000 and $2,463,000 increased 22.4% and 27.8%, respectively, as compared to the prior fiscal year, primarily due to increases in settlement costs and professional fees.
Concentration
During the six months ended October 31, 2022, 34.0% of total publishing revenues of $20,010,000 were derived from a single customer.
Investment gains/(losses)
| Three Months Ended October 31, |
Six Months Ended October 31, |
|||||||||||||||||||||||
| ($ in thousands) |
2022 |
2021 |
Change |
2022 |
2021 |
Change |
||||||||||||||||||
| Dividend income |
$ | 141 | $ | 210 | -32.9 | % | $ | 254 | $ | 406 | -37.4 | % | ||||||||||||
| Interest income |
158 | - | N/A | 201 | 1 | N/A | ||||||||||||||||||
| Investment gains/(losses) recognized on sale of equity securities during the period |
3 | 47 | -93.6 | % | 5 | 47 | -89.4 | % | ||||||||||||||||
| Unrealized gains/(losses) recognized on equity securities held at the end of the period |
(577 | ) | 111 | N/A | (434 | ) | 309 | N/A | ||||||||||||||||
| Other |
7 | - | N/A | - | (1 | ) | N/A | |||||||||||||||||
| Total investment gains/(losses) |
$ | (268 | ) | $ | 368 | -172.8 | % | $ | 26 | $ | 762 | -96.6 | % | |||||||||||
During the six months ended October 31, 2022, 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 2023, resulted in a gain of $26,000. During the six months ended October 31, 2021, 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 2022, resulted in a gain of $762,000. Proceeds from maturities and sales of government debt securities classified as available-for-sale during the six months ended October 31, 2022 and October 31, 2021, were $0 and $2,496,000, respectively. Proceeds from the sales of equity securities during the six months ended October 31, 2022 and October 31, 2021 were $1,016,000 and $687,000, respectively.
Effective income tax rate
The overall effective income tax rates, as a percentage of pre-tax ordinary income for the six months ended October 31, 2022 and October 31, 2021 were 24.15% and 19.05%, respectively. The lower effective income tax rate during the six months ended October 31, 2021 as compared to October 31, 2022, is primarily a result of the non-taxable revenue derived from forgiveness of the PPP loan by the SBA during fiscal 2022 (see note 16). The higher effective tax rate during the six months ended October 31, 2022 as compared to October 31, 2021, is also a result of an increase in the state and local income taxes to 3.37% from 1.11% as a result of changes in state and local income tax allocations, the increase in additional states that the Company is taxed in and the effect on deferred taxes in fiscal 2023. 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.
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 was reduced to $305,000 on October 3, 2021, which we expect will be 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. The 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 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 we expect 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.
Liquidity and Capital Resources
The Company had working capital, defined as current assets less current liabilities, of $39,249,000 as of October 31, 2022 and $37,580,000 as of April 30, 2022. These amounts include short-term unearned revenue of $16,674,000 and $17,688,000 reflected in total current liabilities at October 31, 2022 and April 30, 2022, respectively. Cash and short-term securities were $57,744,000 and $57,825,000 as of October 31, 2022 and April 30, 2022, respectively.
The Company’s cash and cash equivalents include $12,066,000 and $28,965,000 at October 31, 2022 and April 30, 2022, respectively, invested primarily in commercial banks and in Money Market Funds at brokers, which operate under Rule 2a-7 of the 1940 Act and invest primarily in short-term U.S. government securities.
Cash from operating activities
The Company had cash inflows from operating activities of $8,599,000 during the six months ended October 31, 2022, compared to cash inflows from operations of $11,260,000 during the six months ended October 31, 2021, respectively. The decrease in cash flows from fiscal 2022 to fiscal 2023 is primarily attributable to lower net income, a decrease in cash receipts from EAM, the timing of customers’ payments and the timing of Federal Income tax payments.
Cash from investing activities
The Company had cash outflows from investing activities of $17,405,000 during the six months ended October 31, 2022, compared to cash outflows from investing activities of $749,000 for the six months ended October 31, 2021, respectively. Cash outflows for the six months ended October 31, 2022, were primarily due to increases in purchases of U.S. treasury bills and fixed income securities in fiscal year 2023.
Cash from financing activities
During the six months ended October 31, 2022, the Company’s cash outflows from financing activities were $8,229,000, compared to cash outflows from financing activities of $4,724,000 for the six months ended October 31, 2021. During the six months ended October 31, 2022, cash outflows for financing activities included $3,482,000 for the repurchase of 52,343 shares of the Company’s common stock under the May 31, 2022 and October 21, 2022 board approved common stock repurchase programs. Quarterly dividend payments of $0.25 per share during fiscal year 2023 aggregated $4,747,000. Quarterly regular dividend payments of $0.22 per share during fiscal year 2022 aggregated $4,207,000.
At October 31, 2022 there were 9,457,500 common shares outstanding as compared to 9,546,581 common shares outstanding at October 31, 2021. The Company expects financing activities to continue to include use of cash for dividend payments for the foreseeable future.
Debt and Liquid Assets
Management believes that the Company’s cash and other liquid asset resources used in its business together with the proceeds from the SBA PPP loan, which debt has been forgiven, 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 and beyond. Management does not anticipate making any borrowings during the next twelve months. As of October 31, 2022, retained earnings and liquid assets were $91,700,000 and $57,744,000, respectively. As of April 30, 2022, retained earnings and liquid assets were $87,645,000 and $57,825,000, 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. 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.
Critical Accounting Estimates and Policies
The Company prepares its Consolidated Financial Statements in accordance with Generally Accepted Accounting Principles as in effect in the United States (U.S. “GAAP”). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent, and the Company evaluates its estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
The Company’s critical accounting policy relates to the valuation of EAM. There have been no material changes in our critical accounting policies during the three months ended October 31, 2022. For a complete discussion of our critical accounting policies, refer to “Critical Accounting Policies and Estimates” discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for fiscal year ended April 30, 2022.
Contractual Obligations
We are a party to lease contracts which will result in cash payments to landlords in future periods. Operating lease liabilities are included in our Consolidated Balance Sheets. Estimated payments of these liabilities in each of the next five fiscal years and thereafter are (in thousands): $805 (remaining six months) in 2023; $1,634 in 2024; $1,429 in 2025; $1,461 in 2026; $1,493 in 2027 and $882 thereafter totaling $7,704.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market Risk Disclosures
The Company’s Consolidated Condensed Balance Sheet includes a substantial amount of assets 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’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 securities issued by federal, state and local governments within the United States. As of October 31, 2022 the aggregate cost and fair value of fixed income securities classified as available-for-sale were $27,982,000 and $27,954,000, respectively. As of April 30, 2022 the aggregate cost and fair value of fixed income securities classified as available-for-sale were $10,505,000 and $10,475,000, 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 | |
| (in thousands) | |
| (bp = basis points) |
| 1 year | 1 year | 1 year | 1 year | |||||||||||||||||
| Fair Value |
50 bp increase |
50 bp decrease |
100 bp increase |
100 bp decrease |
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| As of October 31, 2022 | ||||||||||||||||||||
| Investments in securities with fixed maturities | $ | 27,954 | 27,459 | 27,657 | 27,360 | 27,756 | ||||||||||||||
| As of April 30, 2022 | ||||||||||||||||||||
| Investments in securities with fixed maturities | $ | 10,475 | n/a | n/a | n/a | n/a | ||||||||||||||
Management regularly monitors the maturity structure of the Company’s investments in debt securities in order to maintain an acceptable price risk associated with changes in interest rates.
Equity Price Risk
The carrying values of investments subject to equity price risks are based on quoted market prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the issuer, the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular security may be affected by the relative quantity of the security being sold.
The Company’s equity investment strategy has been to acquire equity securities across a diversity of industry 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 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.
As of October 31, 2022 and April 30, 2022, 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), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL), IShares DJ Select Dividend ETF (DVY), and other Exchange Traded Funds and common stock equity securities was a combined total $13,212,000 and $13,318,000, respectively, and the fair value was $17,122,000 and $17,647,000, respectively.
Equity Securities
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Estimated Fair Value after Hypothetical Change in Prices |
Hypothetical Percentage Increase (Decrease) in Shareholders’ Equity |
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|
Hypothetical Price Change |
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| ($ in thousands) |
Fair Value |
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| As of October 31, 2022 |
Equity Securities and ETFs held for dividend yield |
$ | 17,122 | 30% increase |
$ | 22,259 | 5.06 | % | ||||||
| 30% decrease |
$ | 11,985 | -5.06 | % | ||||||||||
Equity Securities
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Estimated Fair Value after Hypothetical Change in Prices |
Hypothetical Percentage |
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| Hypothetical Price Change |
Increase (Decrease) in |
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| ($ in thousands) |
Fair Value |
Shareholders’ Equity |
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| As of April 30, 2022 |
Equity Securities and ETFs held for dividend yield |
$ | 17,647 | 30% increase |
$ | 22,942 | 4.92 | % | ||||||
| 30% decrease |
$ | 12,353 | -4.92 | % | ||||||||||
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 SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure. |
The Company’s management has evaluated, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
| b. |
The registrant’s Principal Executive Officer and Principal Financial Officer have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Part II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
In Part II, Item 1A of this Quarterly Report on Form 10-Q for the period ended October 31, 2022 new risk factors have been added 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, 2022 filed with the SEC on July 26, 2022. The new risk factors reflect management's continuing analysis of developments in the Company's business environment, rather than any specific event or particular issue.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| a. |
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 October 31, 2022. 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 |
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| August 1 - 31, 2022 |
3,450 | $ | 80.85 | 3,450 | $ | 1,580,000 | ||||||||||
| September 1 - 30, 2022 |
5,681 | 55.18 | 5,681 | 1,267,000 | ||||||||||||
| October 1 - 31, 2022 |
8,183 | 62.04 | 8,183 | 2,956,000 | ||||||||||||
| Total |
17,314 | $ | 63.54 | 17,314 | $ | 2,956,000 | ||||||||||
| October 21, 2022 | $ | 3,000,000 | ||||||||||||||
All shares were repurchased pursuant to authorization of the Board of Directors.
On October 21, 2022, 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.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| 31.1 | Certificate of Principal Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certificate of Principal Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Joint Principal Executive Officer/Principal Financial Officer Certificate Required Under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline 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). |
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)
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| By: |
/s/ Howard A. Brecher |
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Howard A. Brecher |
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Chief Executive Officer |
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| By: | /s/ Stephen R. Anastasio |
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| Stephen R. Anastasio | ||||
| Vice President & Treasurer | ||||
| (Principal Financial Officer) | ||||
Date: December 12, 2022