VALUE LINE INC
10-Q, 2000-03-15
INVESTMENT ADVICE
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended JANUARY 31, 2000             Commission file number 0-11306
                                                                      -------

                                VALUE LINE, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

              New York                                      13-3139843
   -------------------------------------------------------------------------
    (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                       Identification No.)

      220 East 42nd Street, New York, New York         10017-5891
   -------------------------------------------------------------------------
      (address of principal executive offices)          (zip code)

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

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days.

                                       Yes   X       No
                                           -----        -----

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

          Class                         Outstanding at January 31, 2000
          -----                         -------------------------------

     Common stock, $.10 par value            9,978,625 Shares
                                             ----------------

<PAGE>


PART I - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS

                                VALUE LINE, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Jan. 31,      April 30,
                                                                      2000            1999
                                                                 ------------  ---------------
<S>                                                              <C>           <C>
Assets
Current Assets:
  Cash and cash equivalents (including short term
   investments of $42,960 and $41,250, respectively)                 $43,667         $41,826
  Trading securities                                                  18,587          14,023
  Accounts receivable, net of allowance for doubtful
   accounts of $286 and $295, respectively                             1,849           1,846
  Receivable from affiliates                                           3,144           2,587
  Prepaid expenses and other current assets                            4,204           2,817
  Deferred income taxes                                                  418             418
                                                                 ------------  ---------------
    Total current assets                                              71,869          63,517

  Long term securities available for sale                            204,079         168,591
  Property and equipment, net                                         10,982          11,662
  Goodwill                                                                35              37
                                                                 ------------  ---------------
    Total assets                                                    $286,965        $243,807
                                                                 ============  ===============
Liabilities and Shareholders' Equity
Current Liabilities:
  Accounts payable and accrued liabilities                            $8,712          $5,842
  Accrued salaries                                                     1,448           1,765
  Dividends payable                                                    2,494           2,495
  Accrued taxes payable                                                4,554             741
                                                                 ------------  ---------------
    Total current liabilities                                         17,208          10,843

  Unearned revenue                                                    38,622          43,100
  Deferred income taxes                                               29,814          22,264
  Deferred charges                                                       489             697

Shareholders' Equity:
  Common stock, $.10 par value; authorized 30,000,000
   shares; issued 10,000,000 shares                                    1,000           1,000
  Additional paid-in capital                                             959             959
  Retained earnings                                                  145,494         125,585
  Treasury stock, at cost (21,375 shares on 1/31/00,
   and 4/30/99)                                                         (411)           (411)
  Other comprehensive income                                          53,790          39,770
                                                                 ------------  ---------------
    Total shareholders' equity                                       200,832         166,903
                                                                 ------------  ---------------
    Total liabilities and shareholders' equity                      $286,965        $243,807
                                                                 ============  ===============
</TABLE>

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


                                        2

<PAGE>


PART I - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS

                                VALUE LINE, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three months ended        Nine months ended
                                                               Jan. 31,                 Jan. 31,
                                                        2000          1999           2000         1999
                                                     -----------  -----------     ----------  -----------
<S>                                                  <C>             <C>          <C>         <C>
Revenues:
  Investment periodicals and
   related publications                                  $14,421      $15,508        $43,821      $46,588
  Investment management fees & svcs                        9,644        8,030         27,490       24,479
  Gain on sale of operating facility                         ---          ---            ---          518
                                                     -----------  -----------     ----------  -----------
    Total revenues                                        24,065       23,538         71,311       71,585
                                                     -----------  -----------     ----------  -----------
Expenses:
  Advertising and promotion                                6,760        5,769         14,668       13,318
  Salaries and employee benefits                           6,161        6,022         17,956       17,748
  Production and distribution                              1,661        1,739          4,973        5,418
  Office and administration                                2,397        2,203          6,511        6,723
                                                     -----------  -----------     ----------  -----------
    Total expenses                                        16,979       15,733         44,108       43,207
                                                     -----------  -----------     ----------  -----------

Income from operations                                     7,086        7,805         27,203       28,378
Income from securities transactions, net                  14,976        5,281         17,372        5,392
                                                     -----------  -----------     ----------  -----------
Income before income taxes                                22,062       13,086         44,575       33,770
Provision for income taxes                                 7,969        4,892         17,182       13,646
                                                     -----------  -----------     ----------  -----------
    Net income                                           $14,093       $8,194        $27,393      $20,124
                                                     ===========  ===========     ==========  ===========

Earnings per share, basic & fully diluted                  $1.41        $0.82          $2.75        $2.02
                                                     ===========  ===========     ==========  ===========
</TABLE>


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

                                        3
<PAGE>


PART I - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS

                                VALUE LINE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 For the nine months
                                                                                        ended
                                                                                Jan. 31,       Jan. 31,
                                                                                 2000          1999
                                                                                --------      --------
<S>                                                                             <C>           <C>
Cash flows from operating activities:
  Net income                                                                     $27,393       $20,124

Adjustments to reconcile net income to net cash provided by operating
activities:
  Depreciation and amortization                                                    1,232         1,339
  (Gains) on sales of trading securities and securities held for sale            (12,964)       (2,347)
  Unrealized (gains) on trading securities                                        (1,327)         (978)
  (Gains)/losses on sale of equipment and operating facility                           3          (518)
  Writedown of equipment                                                             ---            84

  Changes in assets and liabilities:
   Decrease in unearned revenue                                                   (4,478)       (2,289)
   Decrease in deferred charges                                                     (208)         (208)
   Increase in accounts payable and accrued expenses                               2,869         1,291
   Decrease in accrued salaries                                                     (317)         (402)
   Increase in accrued taxes payable                                               3,813         1,741
   (Increase)/decrease in prepaid expenses and other current assets               (1,387)          335
   (Increase) in accounts receivable                                                (157)         (526)
   (Increase) in receivable from affiliates                                         (557)         (379)
                                                                                ---------     --------
    Total adjustments                                                            (13,478)       (2,857)
                                                                                ---------     --------
Net cash provided by operations                                                   13,915        17,267

Cash flows from investing activities:
  Proceeds from sales of long term securities                                     11,528         2,922
  Purchases of long term securities                                              (14,416)       (6,392)
  Proceeds from sales of trading securities                                       20,870         8,218
  Purchases of trading securities                                                (22,019)      (13,294)
  Acquisitions of property, and equipment, net                                      (556)         (686)
  Proceeds from sale of operating facility                                             3           583
                                                                                --------      --------
Net cash (used in) investing activities                                           (4,590)       (8,649)

Cash flows from financing activities:
  Dividends paid                                                                  (7,484)       (7,484)
                                                                                --------      --------
Net cash (used in) financing activities                                           (7,484)       (7,484)
                                                                                --------      --------
Net increase in cash and cash equivalents                                          1,841         1,134
Cash and cash equivalents at beginning of period                                  41,826        29,937
                                                                                --------      --------
Cash and cash equivalents at end of period                                       $43,667       $31,071
                                                                                ========      ========
</TABLE>


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


                                        4
<PAGE>

PART I - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS


                                VALUE LINE, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED JANUARY 31, 2000
                      (in thousands, except share amounts)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                  Common stock
                                                                                                           Accumulated
                                  Number               Additional                                            Other
                                   of                    paid-in   Treasury   Comprehensive    Retained   Comprehensive
                                  shares      Amount     capital    Stock         income       earnings      income         Total
                                -----------  ------- ------------  ---------  --------------  ----------  -------------  -----------
<S>                             <C>          <C>     <C>           <C>        <C>             <C>         <C>            <C>
Balance at May 1, 1999           9,978,125   $1,000         $959    ($411)                    $125,585        $39,770    $166,903

Comprehensive income
 Net income                                                                         $27,393     27,393                     27,393
 Other comprehensive income,
  net of tax:
   Change in unrealized
     gains on securities                                                             14,020                    14,020      14,020
                                                                              --------------
Comprehensive income                                                                $41,413
                                                                              ==============
Dividends declared                                                                              (7,484)                    (7,484)
                                -----------  ------- ------------  ---------                  ----------  -------------  -----------
Balance at January 31, 2000      9,978,125   $1,000         $959    ($411)                    $145,494        $53,790    $200,832
                                ===========  ======= ============  =========                  ==========  =============  ===========
</TABLE>


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


                                        5
<PAGE>

PART I - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS

                                VALUE LINE, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED JANUARY 31, 1999
                      (in thousands, except share amounts)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 Common stock
                                                                                                             Accumulated
                                  Number              Additional                                                Other
                                   of                  paid-in    Treasury     Comprehensive     Retained   Comprehensive
                                  shares     Amount    capital     Stock           income        earnings      income      Total
                                -----------  ------  -----------  ---------    -------------    ---------   ------------- --------
<S>                             <C>          <C>     <C>           <C>         <C>              <C>         <C>           <C>
Balance at May 1, 1998           9,978,625   $1,000    $959         ($411)                      $108,392      $26,997      136,937

Comprehensive income
 Net income                                                                       $20,124         20,124                    20,124
 Other comprehensive income,
  net of tax:
   Change in unrealized
     gains on securities                                                           11,829                      11,829      11,829
                                                                             ---------------
Comprehensive income                                                              $31,953
                                                                             ===============
Dividends declared                                                                                (7,484)                   (7,484)
                                -----------  ------  -----------  ---------                   -----------   ------------- --------
Balance at January 31, 1999      9,978,625   $1,000     $959         ($411)                     $121,032      $38,826     $161,406
                                ===========  ======  ===========  =========                   ===========   ============= ========
</TABLE>


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

                                        6

<PAGE>


                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


SIGNIFICANT ACCOUNTING POLICIES - NOTE 1:


In the opinion of management, the accompanying unaudited 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 financial statements and
footnotes contained in the Company's annual report on Form 10-K, dated July 15,
1999 for the fiscal year ended April 30, 1999. Results of operations covered by
this report may not be indicative of the results of operations for the entire
year.

Cash and Cash Equivalents:

The Company considers all cash held at banks and invested in the Value Line
money market funds with an original maturity of less than three months to be
cash and cash equivalents. As of January 31, 2000 and April 30, 1999, cash
equivalents included $42,410,000 and $40,925,000, respectively, invested in the
Value Line money market funds.

Valuation of Securities:

The Company's long-term securities portfolio, which consists of shares of the
Value Line Mutual Funds, is valued at market value in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities". Unrealized gains and losses on these securities
are reported, net of applicable taxes, as a separate component of Shareholders'
Equity. Realized gains and losses on sales of the securities are recorded in
earnings on trade date and are determined on the identified cost method.

Trading securities, which consist of securities held by Value Line Securities,
Inc., the Company's broker-dealer subsidiary, are valued at market with realized
and unrealized gains and losses included in earnings.

Earnings per Share, basic & fully diluted:

Earnings per share are based on the weighted average number of shares of common
stock outstanding during the period.

Use of Estimates:

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


                                        7
<PAGE>


                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


MARKETABLE SECURITIES - NOTE 2:


Trading Securities:

Securities held by Value Line Securities, Inc. had an aggregate cost of
$15,151,000 and $11,914,000 and a market value of $18,587,000 and $14,023,000 at
January 31, 2000 and April 30, 1999, respectively.

Long-Term Securities Available for Sale:

The aggregate cost of the long-term securities was $121,323,000 and $107,406,000
and the market value was $204,079,000 and $168,591,000 at January 31, 2000 and
April 30, 1999, respectively. At January 31, 2000, the increase in gross
unrealized appreciation on these securities of $21,570,000, net of deferred
taxes of $7,550,000, was included in shareholders' equity. The Company received
gross proceeds of $11,528,000 and $2,922,000 from sales of long term securities
during fiscal 2000 and fiscal 1999.

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - NOTE 3:


Cash payments for income taxes were $13,827,000 and $11,995,000 during the nine
months ended January 31, 2000 and 1999, respectively.

DISCLOSURE OF CREDIT RISK OF FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK -
NOTE 4:


In the normal course of business, the Company enters into contractual
committments, principally financial futures contracts for securities indices.
Financial futures contracts provide for the delayed delivery of financial
instruments for which the seller agrees to make delivery at a specified future
date, at a specified price or yield. The contract or notional amount of these
contracts reflects the extent of involvement the Company has in these contracts.
At January 31, 2000, the Company did not have an investment in financial futures
contracts. The average fair value of committments during fiscal 2000 was
$1,832,000. Risk arises from the potential inability of counterparts to meet the
terms of their contracts and from movements in securities values. The Company
limits its credit risk associated with such instruments by entering exclusively
into exchange traded futures contracts.

No single customer accounted for a significant portion of the Company's sales
nor accounts receivables in fiscal 2000 or fiscal 1999.


                                        8
<PAGE>

                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


COMPREHENSIVE INCOME - NOTE 5:


Statement no. 130 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 historically has not been recognized in the calculation of net income.

At January 31, 2000 and 1999, the Company held long term securities classified
as available-for-sale. The increase during the first nine months of fiscal 2000
in gross unrealized gains on these securities and the related deferred taxes was
$21,570,000 and $7,550,000, respectively. The increase during the first nine
months of fiscal 1999 in gross unrealized gains on these securities and the
related deferred taxes was $18,198,000 and $6,369,000, respectively.

ESTIMATED FAIR VALUE OF FINANCIAL AND DERIVATIVE INSTRUMENTS - NOTE 6:


Statement of Accounting Standards No. 119, "Disclosure About Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
disclosure of information regarding derivative instruments, which include
financial index futures contracts.

Derivative instruments held for trading purposes are reflected at fair value at
January 31, 2000 and April 30, 1999. Net realized trading losses related to
derivative financial instruments amounted to $439,000 at January 31, 2000.
Income from securities transactions in the Statement of Income are reflected net
of derivative trading activity.

GAIN ON SALE OF OPERATING FACILITY - NOTE 7:


Pursuant to the Company's realignment of its production and distribution
departments, the Company sold its idle North Bergen, New Jersey operating
facility during May 1998 for which it received gross proceeds of $577,000. The
gain on the sale of the operating facility is included in revenues in the
Consolidated Statements of Income.

                                        9
<PAGE>


                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


RELATED PARTY TRANSACTIONS - NOTE 8:

The Company acts as investment adviser and manager for fifteen open-ended
investment companies, the Value Line Family of Funds. The Company earns
investment management fees based upon the average daily net asset values of the
respective funds. The Company also earns brokerage commission income, net of
clearing fees, on securities transactions executed by Value Line Securities,
Inc. on behalf of the funds that are cleared on a fully disclosed basis through
non-affiliated brokers. For the nine months ended January 31, 2000 and 1999
investment management fees and brokerage commission income, net of clearing
fees, amounted to $24,656,000, and $20,915,000, respectively. The related
receivables from the funds for management advisory fees included in Receivable
from affiliates were $3,025,000 and $2,487,000 at January 31, 2000 and April 30,
1999, respectively.

For the nine months ended January 31, 2000 and January 31, 1999, the Company was
reimbursed $387,000 and $381,000, respectively, for payments it made on behalf
of and services it provided to the Parent. At January 31, 2000 and April 30,
1999, Receivable from affiliates included a receivable from the Parent of
$51,000 and $26,000, respectively. For the nine months ended January 31, 2000
the Company made federal income tax payments to the Parent amounting to
$10,900,000.

BUSINESS SEGMENTS - NOTE 9:


The Company operates two reportable business segments: Publishing and Investment
Management Services. The publishing segment produces investment related
periodicals in both print and electronic form. The investment management segment
provides advisory services to mutual funds, institutional and individual clients
as well as brokerage services for the Value Line family of mutual funds. The
segments are differentiated by the products and services they offer.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company allocates all revenues
and expenses, except for depreciation related to corporate assets, between the
two reportable segments.

                                       10
<PAGE>


                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


           Disclosure of Reportable Segment Profit and Segment Assets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                             January 31, 2000
                                                                Publishing       Investment         Total
                                                                                 Management
                                                                                  Services
<S>                                                            <C>           <C>                <C>
Revenues from external customers                                    $43,821         $27,490       $71,311
Intersegment revenues                                                    35              --            35
Income from securities transactions                                     188          17,184        17,372
Depreciation and amortization                                         1,164              15         1,179
Segment profit                                                       14,468          12,788        27,256
Segment assets                                                       20,940         264,952       285,892
Expenditures for
 segment assets                                                         554               2           556

<CAPTION>
                                                                             January 31, 1999
                                                                Publishing       Investment         Total
                                                                                 Management
                                                                                  Services
<S>                                                            <C>           <C>                <C>
Revenues from external customers                                    $46,588         $24,479       $71,067
Gain on sale of operating facility                                      518              --           518
Intersegment revenues                                                    29              --            29
Income from securities transactions                                     187           5,205         5,392
Depreciation and amortization                                         1,259              17         1,276
Segment profit                                                       16,000          12,441        28,441
Segment assets                                                       18,947         217,297       236,244
Expenditures for
 segment assets                                                         684               2           686
</TABLE>


                                       11
<PAGE>


                                VALUE LINE, INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                 Reconciliation of Reportable Segment Revenues,
                           Operating Profit and Assets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                  January 31,
                                                                               2000          1999
<S>                                                                        <C>            <C>
Revenues
Total revenues for reportable segments                                        $71,346       $71,614
Elimination of intersegment revenues                                             ($35)         ($29)
                                                                           -------------------------
  Total consolidated revenues                                                 $71,311       $71,585
                                                                           =========================

Segment profit
Total profit for reportable segments                                          $44,628       $33,833
Less: Depreciation related to corporate assets                                    (53)          (63)
                                                                           -------------------------
  Income before income taxes                                                  $44,575       $33,770
                                                                           =========================

Assets
Total assets for reportable segments                                         $285,892      $236,244
Corporate assets                                                                1,073         2,253
                                                                           -------------------------
  Consolidated total assets                                                  $286,965      $238,497
                                                                           =========================
</TABLE>


                                       12
<PAGE>


ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS:


LIQUIDITY AND CAPITAL RESOURCES:


Value Line, Inc. (the Company) had liquid resources, which are used in its
business, of $258,740,000 at January 31, 2000. In addition to $54,661,000 of
working capital, the Company had long-term securities available for sale with a
market value of $204,079,000, that, although classified as non-current assets,
are also readily marketable should the need arise.

The Company's cash flow from operations of $13,915,000 for the third quarter
ended fiscal 2000 was lower than fiscal 1999 cash flow of $17,267,000. This was
primarily due to the higher volume of prepayments for subscriptions during
fiscal 1999, and the prepayment during fiscal 2000 of certain future promotional
costs. Net cash outflows for investing activities during fiscal 2000 were
$4,059,000 lower than fiscal 1999 outflows primarily due to a substantial
increase in proceeds from sales of trading and long-term securities.

Year 2000 (Y2K):
During the Y2K rollover, the Company's systems and those of its third party
critical vendors performed without any problems. Value Line continues all
operations without any Y-2K related issues, both internally and externally
including the use of the Company's products by our clients. The effective
transition was the result of Value Line's extensive year 2000 planning.

The Company's fiscal year 1998 expenditures for the Y2K project were $251,000.
The Company's fiscal year 1999 expenditures for the Y2K project were $732,000.
The Company's fiscal year 2000 expenditures through January 31, 2000 for the Y2K
project were $486,000. These expenditures include new software and hardware,
allocation of staff time, temporary assistance for clerical tasks, legal
counsel, testing tools and external, third-party monitoring of the Company's Y2K
implementation plan.

Management believes that the Company's cash and other liquid asset resources
used in its business together with the future cash flows from operations will be
sufficient to finance current and forecasted operations. Management anticipates
no borrowing for fiscal year 2000.

RESULTS OF OPERATIONS:


Revenues of $24,065,000 for the three months ended January 31, 2000 were the
highest of any third quarter period in the Company's history. Revenues of
$71,311,000 for the first nine months of fiscal year 2000, the second highest in
Value Line's history were 1%, below the prior year's revenues of $71,585,000.
Net income for the nine months ended January 31, 2000 was $27,393,000, or $2.75
per share, an increase of 72% when compared to the prior year's net income of
$20,124,000, or $2.02 per share. Operating income of $27,203,000 for the nine
months ended January 31, 2000, ranked the third highest in the history of the
Company, surpassed only by the operating income for the nine months of the last
two fiscal years. Both revenues and operating income for last fiscal year
include a gain of $518,000 from the sale of the vacant North Bergen, New Jersey
operating facility.

The Company's securities portfolios produced income of $17,372,000 for the nine
months ended January 31, 2000, an increase of $11,980,000 over last year's
income of $5,392,000. This was primarily due to an increase of $8,100,000 in
capital gain distributions from the Value Line mutual funds, an additional
$2,860,000 in capital gains from the Company's trading portfolio and an increase
of $801,000 in dividend income. The strong rally in the Value Line equity mutual
funds and trading portfolios during the first nine months of fiscal 2000 was
mainly responsible for the increase in income from securities


                                       13
<PAGE>


ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS:


transactions. Each of the Value Line equity mutual funds outperformed their
respective benchmark equity indexes by a considerable margin for the twelve
months ended December 31, 1999.

Subscription revenues of $43,821,000 were 6% below revenues from the prior
fiscal year. The decrease in subscription revenues compared to the prior year is
due primarily to an 8% net decrease in revenues from THE VALUE LINE INVESTMENT
SURVEY print edition and related products. The decrease in publication revenues
is largely a result of the reduced level of advertising that occurred while the
Company has been in the process of revising its advertising strategy. This
decline in revenues from THE VALUE LINE INVESTMENT SURVEY was offset in part by
increased revenues from THE VALUE LINE INVESTMENT SURVEY FOR WINDOWS, THE VALUE
LINE INVESTMENT SURVEY - CONDENSED EDITION and VALUE LINE SELECT products.
Investment management fees and services revenues of $27,490,000 for the nine
months ended January 31, 2000, were $3,011,000, or 12%, above the prior year's
revenues. The higher revenues from investment management fees and services,
compared to the prior year, resulted primarily from the increase in the
year-over-year average net assets under management in the Company's mutual
funds. Reduced revenues from individually managed asset accounts partially
offset the increased revenues from the Company's mutual funds. Assets under
management in the Company's mutual funds at January 31, 2000 increased 12% from
the level at January 31, 1999.

Operating expenses for the nine months ended January 31, 2000 of $44,108,000
were 2% above last year's expenses of $43,207,000. Total company-wide
advertising and promotional expenses of $14,668,000 were 10% above the prior
year's expenses. When compared to the prior year, savings from the planned
reduction of television advertising through January 31, 2000 were offset by the
increase in expenses relating to a selling arrangement for two of the Company's
equity mutual funds of which the Company is the adviser. Additionally, the
increase in promotion fees to discount brokers based on invested assets in the
Value Line mutual funds also contributed to the higher advertising expenses.
Salaries and employee benefit expenses of $17,956,000 were 1% above expenses of
$17,748,000 recorded in the prior fiscal year. Production and distribution costs
of $4,973,000 were 8% below expenses of $5,418,000 for the nine months ended
January 31, 1999. The lower expenses resulted from a decrease in maintenance
expenses related to the Company's web-site and a decline in paper, printing and
distribution expenses that were directly related to lower production runs for
print publications. Office and administration expenses of $6,511,000 were 3%
below last year's expenses of $6,723,000. The decline in administrative expenses
from last year is the result of reduced professional fees and lower
telecommunication and depreciation expenses. Additional costs included in fiscal
year 2000 include expenses related to the amortization of capitalized employee
salaries and fringe benefits associated with the adoption in the latter half of
fiscal year 1999 of SOP 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use".


                                       14
<PAGE>


                                VALUE LINE, INC.

                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10Q report for the period ended January 31,
2000 to be signed on its behalf by the undersigned thereunto duly authorized.


                                       Value Line, Inc.
                                        (Registrant)

Date:  March 15, 2000                 By:  /s/ Jean Bernhard Buttner
                                         -----------------------------------
                                         Jean Bernhard Buttner
                                         Chairman & Chief Executive Officer



Date:  March 15, 2000                 By:  /s/ Stephen R. Anastasio
                                         -----------------------------------
                                         Stephen R. Anastasio
                                         Chief Accounting Officer


                                       15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED STATEMENTS OF
CASH FLOWS, CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000717720
<NAME> VALUE LINE INC.
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-START>                             MAY-01-1999
<PERIOD-END>                               JAN-31-2000
<CASH>                                          43,667
<SECURITIES>                                    18,587
<RECEIVABLES>                                    2,135
<ALLOWANCES>                                     (286)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                71,869
<PP&E>                                          19,728
<DEPRECIATION>                                 (8,746)
<TOTAL-ASSETS>                                 286,965
<CURRENT-LIABILITIES>                           17,208
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,000
<OTHER-SE>                                     199,832
<TOTAL-LIABILITY-AND-EQUITY>                   286,965
<SALES>                                         43,821
<TOTAL-REVENUES>                                71,311
<CGS>                                                0
<TOTAL-COSTS>                                   44,108
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 44,575
<INCOME-TAX>                                    17,182
<INCOME-CONTINUING>                             27,393
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,393
<EPS-BASIC>                                       2.75
<EPS-DILUTED>                                     2.75


</TABLE>


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