Quarterly Report for Quarter Ending July 31, 2024 (Form 10-Q)

PageNo.

PART I. FINANCIAL INFORMATION

Item1.

Consolidated Condensed Financial Statements

Consolidated Condensed Balance Sheets as of July 31, 2024 and April 30, 2024

3

Consolidated Condensed Statements of Income for the three months ended July 31, 2024 and July 31, 2023

4

Consolidated Condensed Statements of Comprehensive Income for the three months ended July 31, 2024 and July 31, 2023

5

Consolidated Condensed Statements of Cash Flows for the three months ended July 31, 2024 and July 31, 2023

6

Consolidated Condensed Statement of Changes in Shareholders' Equity for the three months ended July 31, 2024

7

Notes to Consolidated Condensed Financial Statements

9

Item 2.

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

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

Item 4.

Controls and Procedures

39

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 4.

Mine Safety Disclosures

40

Item 5.

Other Information

40

Item 6.

Exhibits

41

Signatures

42

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Balance Sheets

(in thousands, except share amounts)

Value Line, Inc.

Consolidated Condensed Statements of Income

(in thousands, except share & per share amounts)

(unaudited)

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statements of Comprehensive Income

(in thousands)

(unaudited)

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statements of Cash Flows

(in thousands)

(unaudited)

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Three Months Ended July 31, 2024

(in thousands, except share amounts)

(unaudited)

Dividends declared per common share were $0.30 for the three months ending July 31, 2024.

Part I - Financial Information

Item 1. Financial Statements

Value Line, Inc.

Consolidated Condensed Statement of Changes in Shareholders' Equity

For the Three Months Ended July 31, 2023

(in thousands, except share amounts)

(unaudited)

Dividends declared per common share were $0.28 for the three months ending July 31, 2023.

Value Line, Inc.

Notes to Consolidated Condensed Financial Statements

July 31, 2024

(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 July 31, 2024 and April 30, 2024, 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, 2024 filed with the SEC on July 26, 2024 (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 earns 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 with the majority of subscriptions paid in advance. 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 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.

EAM earns investment management fees from the Value Line Funds. The management fees and average daily net assets for the Value Line Funds are calculated by State Street Bank, which serves as the fund accountant, fund administrator, and custodian of the Value Line Funds.

The Value Line Funds are open-end management companies registered under the Investment Company Act of 1940 (the "1940 Act"). Shareholder transactions for the Value Line Funds are processed each business day by the third party transfer agent of the Funds. Shares can be redeemed without advance notice upon request of the shareowners each day that the New York Stock Exchange is open.

Investment in Unconsolidated Entities:

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

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

Recent Accounting Pronouncements:

In November 2023, the FASB issued Accounting Standards Update 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of ASU 2023-07 on disclosures in our Consolidated Financial Statements.

In December 2023, the FASB issued Accounting Standards Update 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the impact of ASU 2023-09 on disclosures in our Consolidated Financial Statements.

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, investments in equities including ETFs and fixed income securities invested primarily in short-term U.S. Treasury bills, and to a smaller extent bank certificates of deposit that 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 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 all securities are recorded in earnings as of the trade date and are determined on the identified cost method.

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

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

As of July 31, 2024

($ in thousands)

Level 1

Level 2

Level 3

Total

Cash equivalents

Equity securities

Available-for-sale fixed income securities

As of April 30, 2024

($ 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 July 31, 2024 and April 30, 2024, there were no 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 July 31, 2024, management has reviewed the tax positions for the years still subject to tax audit under the statute of limitations, evaluated the implications, and determined that there is no material impact to the Company's financial statements.

Earnings per share:

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

Cash and Cash Equivalents:

For purposes of the Consolidated Condensed Statements of Cash Flows, the Company considers all cash held at banks and short term liquid investments with an original maturity of less than three months to be cash and cash equivalents. As of July 31, 2024 and April 30, 2024, cash equivalents included $15,248,000 and $4,136,000, respectively, for amounts invested in money market mutual funds that invest in short-term U.S. government securities.

Note 2 - Investments:

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

Equity Securities:

Equity securities on the Consolidated Condensed Balance Sheets, consist of ETFs held for dividend yield that attempt to replicate the performance of certain equity indexes.

As of July 31, 2024 and April 30, 2024, 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), Vanguard Growth ETF (VUG), ProShares Trust S&P 500 Dividend Aristocrats ETF (NOBL), IShares DJ Select Dividend ETF (DVY) and other Exchange Traded Funds was a combined total $16,093,000 and $11,663,000, respectively, and the fair value was $21,724,000 and $16,344,000, respectively.

Proceeds from sales of equity securities during the three months ended July 31, 2024 and July 31, 2023, were $90,000 and $516,000, respectively.

The carrying value and fair value of equity securities at July 31, 2024 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, 2024 were as follows:

($ in thousands)

Cost

Gross Unrealized

Gains

Gross Unrealized

Losses

Fair Value

ETFs - equities

Government Debt Securities (Fixed Income Securities):

Fixed income securities consist of bank certificates of deposits and securities issued by the United States federal government.

Proceeds from maturities and sales of government debt securities classified as available-for-sale during the three months ended July 31, 2024 and July 31, 2023, were $16,357,000 and $15,750,000, respectively. As of July 31, 2024, Accumulated Other Comprehensive Income included unrealized losses of $96,000 net of deferred tax benefits of $20,000. As of April 30, 2024, Accumulated Other Comprehensive Income included unrealized losses of $320,000, net of deferred tax benefits of $67,000.

The aggregate cost and fair value at July 31, 2024 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 $224,000 on fixed income securities classified as available-for-sale net of deferred income tax benefits of $47,000, was included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet as of July 31, 2024.

The aggregate cost and fair value at April 30, 2024 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 within 1 year through 5 years

Total investment in government debt securities

The increase in gross unrealized losses of $793,000 on fixed income securities classified as available-for-sale net of deferred income tax benefit of $166,000, was included in Accumulated Other Comprehensive Income on the Consolidated Balance Sheet as of April 30, 2024.

The average yield on the Government debt securities classified as available-for-sale at July 31, 2024 and April 30, 2024 was 4.3% and 4.4%, respectively.

Investment Gains/(Losses):

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

Three Months Ended July 31,

($ in thousands)

2024

2023

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

Total investment gains/(losses)

Taxable realized gains/(losses) on equity securities sold during fiscal years 2025 and 2024, which are generally the difference between the proceeds from sales and our original cost, were nonein fiscal 2025 and losses of $4,000 in fiscal 2024.

Investment in Unconsolidated Entities:

Equity Method Investment:

As of July 31, 2024 and April 30, 2024, the Company's investment in EAM Trust on the Consolidated Condensed Balance Sheets was $60,371,000 and $60,134,000, respectively.

The value of VLI's investment in EAM at July 31, 2024 and April 30, 2024 reflects the fair value of contributed capital of $55,805,000 at inception which included $5,820,000 of cash and liquid securities in excess of working capital requirements contributed to EAM's capital account by VLI, plus VLI's share of non-voting revenues and non-voting profits from EAM less distributions, made quarterly to VLI by EAM, during the period subsequent to its initial investment through the dates of the Consolidated Condensed Balance Sheets.

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

The Company monitors its Investment in EAM Trust for impairment to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. Impairment indicators include, but are not limited to the following: (a) a significant deterioration in the earnings performance, asset quality, or business prospects of the investee, (b) a significant adverse change in the regulatory, economic, or technological environment of the investee, (c) a significant adverse change in the general market condition of the industry in which the investee operates, or (d) factors that raise significant concerns about the investee's ability to continue as a going concern such as negative cash flows, working capital deficiencies, or noncompliance with statutory capital and regulatory requirements. EAM did notrecord any impairment losses for its assets during the fiscal years 2025 or 2024.

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

Three Months Ended July 31,

($ in thousands) (unaudited)

2024

2023

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

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

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 50% non-voting profits interest.

July 31,

April 30,

($ in thousands)

2024

2024

(unaudited)

EAM's total assets

EAM's total liabilities (1)

EAM's total equity

(1) At July 31, 2024 and April 30, 2024, EAM's total liabilities included a payable to VLI for its accrued non-voting revenues interest and non-voting profits interest of $4,215,000 and $3,865,000, respectively.

Note3 - Variable Interest Entity

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

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

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

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

Value Line

($ in thousands)

VIE Assets

Investment in EAM

Trust (1)

Liabilities

Maximum Exposure

to Loss

As of July 31, 2024 (unaudited)

As of April 30, 2024

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

Note 4 - Supplementary Cash Flows Information:

Reconciliation of Cash, Cash Equivalents, and Restricted Cash:

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

Three Months Ended July 31,

($ in thousands)

2024

2023

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:

Three Months Ended July 31,

($ in thousands)

2024

2023

State and local income tax payments

Federal income tax payments

Note 5 - Employees' Profit Sharing and Savings Plan:

Substantially all employees of the Company and its subsidiaries are members of the Value Line, Inc. Profit Sharing and Savings Plan (the "Plan"). In general, this is a qualified, contributory plan which provides for a discretionary annual Company contribution. For the three months ended July 31, 2024 and July 31, 2023, the estimated profit sharing plan contributions, which are included as expenses in salaries and employee benefits in the Consolidated Condensed Statements of Income, were $96,000 and $96,000 in fiscal 2025 and fiscal 2024, respectively.

Note 6 - Comprehensive Income:

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

As of July 31, 2024 and July 31, 2023 the Company held fixed income securities consisting of bank certificates of deposits and securities issued by the United States federal government that are classified as securities available-for-sale on the Consolidated Condensed Balance Sheets. The change in valuation of fixed income securities, net of deferred income taxes, has been recorded in Accumulated Other Comprehensive Income in the Company's Consolidated Condensed Balance Sheets.

The components of comprehensive income included in the Consolidated Condensed Statements of Income and Changes in Shareholders' Equity for the three months ended July 31, 2024 are as follows:

($ in thousands)

Amount Before

Tax

Tax (Expense) /

Benefit

Amount Net of

Tax

Change in unrealized gains/(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 three months ended July 31, 2023 are as follows:

($ in thousands)

Amount Before

Tax

Tax (Expense) /

Benefit

Amount Net of

Tax

Change in unrealized gains/(losses) on available-for-sale fixed income securities

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 July 31, 2024, were $4.60 billion, 32.6% above total assets of $3.47 billion in the Value Line Funds managed and/or distributed by EAM at July 31, 2023.

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

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

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

Three Months Ended July 31,

($ in thousands)

2024

2023

Non-voting revenues interest in EAM

Non-voting profits interest in EAM

At July 31, 2024, the Company's investment in EAM includes a receivable of $4,215,000 representing the quarterly distribution of the non-voting revenues share and non-voting profits share. That amount was subsequently paid to the Company.

Transactions with Parent:

During the three months ended July 31, 2024 and July 31, 2023, the Company was reimbursed $60,000 and $63,000, respectively, for payments it made on behalf of and for services the Company provided to the Parent Company, Arnold Bernhard and Co., Inc. ("Parent"). There were noreceivables from the Parent on the Consolidated Condensed Balance Sheets at July 31, 2024 and April 30, 2024.

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 nofederal tax payments to the Parent during the three months ended July 31, 2024 and July 31, 2023.

From time to time, the Parent has purchased additional shares of common stock of the Company in the market when and as the Parent has determined it to be appropriate. The Parent may make additional purchases of common stock of the Company from time to time in the future. As of July 31, 2024, the Parent owned 91.67% of the outstanding shares of common stock of the Company.

Note 8 - Federal, State and Local Income Taxes:

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

Three Months Ended July 31,

($ in thousands)

2024

2023

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

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

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the three months ended July 31, 2024 and July 31, 2023 were 24.50% and 23.87%, respectively. The higher effective tax rate during three months ended July 31, 2024 as compared to July 31, 2023, is primarily a result of a increase in the state and local income tax rate to 3.69% from 3.10% due to changes in state and local income tax allocations. The Company's annualized overall effective tax rate fluctuates due to a number of factors, in addition to changes in tax law, including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-income tax, the Company's geographic profit mix between tax jurisdictions, taxation method adopted by each locality, new interpretations of existing tax laws and rulings and settlements with tax authorities.

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

July 31,

April 30,

($ in thousands)

2024

2024

Federal tax liability (benefit):

Deferred gain on deconsolidation of EAM

Deferred non-cash post-employment compensation

Depreciation and amortization

Unrealized gain/(loss) 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/(loss) 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:

Three Months Ended July 31,

2024

2023

U.S. statutory federal tax rate

Increase (decrease) in tax rate from:

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

Effect of dividends received deductions

Other, net

Effective income tax rate

The Company believes that, as of July 31, 2024, 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 2021 through 2023, 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:

July 31,

April 30,

($ in thousands)

2024

2024

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 3 to 5 years. Total amortization expenses during the three months ended July 31, 2024 and July 31, 2023, were $14,000 and $21,000, respectively.

During the three months ended July 31, 2024 and July 31, 2023, the Company did not incur and did not capitalize expenditures related to third party programmers' costs nor internal costs to develop 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 $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 price limit and no expiration date. There is a remainder of $1,033,000 before the authorized limit is reached.

Treasury stock, at cost, consists of the following:

(in thousands except for shares and cost per share)

Shares

Cost Assigned

Average Cost

per Share

Aggregate Purchase Price Remaining Under the Program

Balance as of April 30, 2024

Purchases effected in open market during the months ended:

May 31, 2024

June 30, 2024

July 31, 2024

Balance as of July 31, 2024

Note 12 - 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 ("ABM" or the "Sublandlord") commencing on December 1, 2016. Pursuant to the agreement Value Line leased from ABM 24,726 square feet of office space located on the second and third floors at 551 Fifth Avenue, New York, NY ("Building" or "Premises") beginning on December 1, 2016 and ending on November 29, 2027. Base rent under the sublease agreement is $1,126,000 per annum during the first year with an annual increase in base rent of 2.25% scheduled for each subsequent year, payable in equal monthly installments on the first day of each month, subject to customary concessions in the Company's favor and pass-through of certain increases in utility costs and real estate taxes over the base year. The Company provided a security deposit represented by a letter of credit in the amount of $469,000 in October 2016, which was reduced to $305,000 on October 3, 2021 and is to 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. 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 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 was $237,218 per annum. The Company provided a security deposit in cash in the amount of $32,146, which has been fully refunded. VLDC distributed Value Line's print publications. The Company has outsourced to a U.S. facility the functions formerly performed at the Warehouse.

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. The Company has evaluated that lease and determined that it is an operating lease 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 net present value 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 net present value of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.

On May 1, 2019, the Company recorded a right-of-use asset in the amount of $9,575,000, which represents the lease liability of $10,340,000 adjusted for previously recorded unamortized lease incentives in the amount of $765,000. The right-of-use asset will be amortized over the remaining lease term in the amount equal to the difference between the calculated straight-line expense of the total lease payments less the monthly interest calculated on the remaining lease liability. As of July 31, 2024, the Company had a long-term lease asset of $3,833,000, solely related to our NYC headquarters, located at 551 Fifth Avenue, New York, NY, recorded in property and equipmentin its consolidated balance sheets. The VLDC lease at 205 Chubb Ave., Lyndhurst, NJ ended on April 30, 2024.

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 $319,000 and $375,000 in lease expenses in both fiscal years 2025 and 2024 during the three months ended July 31, 2024 and July 31, 2023, respectively.

For the three months ended July 31, 2024, the Company paid $354,000 in rent relating to the leases. As a payment arising from an operating lease, the $354,000 is classified within operating activities in the consolidated condensed statements of cash flows.

The Company's leases generally do not provide an implicit interest rate, and therefore the Company estimated an incremental borrowing rate, or IBR, as of the commencement date, to determine the present value of its operating lease liabilities. The IBR is defined under ASC 842 as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the Consolidated Condensed Balance Sheet as of July 31, 2024:

Fiscal years ended April 30,

($ in thousands)

2026

2027

2028

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 three months ended July 31, 2024

The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates for our operating leases:

As of July 31, 2024

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Note 13 - Restricted Cash and Deposits:

Restricted Money Market Investment in the noncurrent assets on the Consolidated Condensed Balance Sheet at July 31, 2024, includes $305,000, which represents cash invested in a bank money market fund securing a letter of credit ("LOC") in the amount of $305,000 issued to the sublandlord as a security deposit for the Company's New York City leased corporate office facility. According to the sublease agreement the LOC and restricted cash were reduced from $469,000 to $305,000 in the third quarter of fiscal year 2022.

Note 14 - Concentration:

During the three months ended July 31, 2024, 29.2% of total publishing revenues of $6,287,000 were derived from a single customer.

Note 15 - Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of July 31, 2024 and July 31, 2023, the Company had $3,918,000 and $2,620,000, respectively, in excess of the FDIC insured limit. Management has concluded the excess does not represent a material risk, based on the creditworthiness of the counter parties.

The Company maintains a deposit account of $305,000 at Flagstar Bank as security for a letter of credit in a similar amount (See Note 13).

Note 16 - Business Segments:

The Company allocates resources and assesses financial performance on a consolidated basis. It does so because significant costs are shared in common by all products, and as a result, it does not have discrete financial information available for separate business components to assess performance and make resource allocation decisions for more than one segment. Therefore, the investment periodicals and related publications (such as digital equivalents), along with supplying the embedded Proprietary information and intellectual property rights, are treated as onesegment, Publishing.

All required segment financial information can be found directly in the consolidated financial statements. The accounting policies for our reportable segment are the same as those described in Note 1.

Value Line's customers are almost entirely located within the United States. It receives approximately 2% of its revenues from external customers located outside of the United States.

As described in Note 1 - Organization and Summary of Significant Accounting Policies, the Company deconsolidated its investment management business in December 2010 and therefore no longer reports the investment management operation as a separate business unit. Although VLI continues to receive significant cash flows from these operations through its non-controlling investment in EAM, it no longer considers this to be a reportable business segment because it does not satisfy one of the required characteristics of an operating segment pursuant to ASC 280-10-50-1. Specifically, VLI's Chief Executive Officer does not regularly review EAM's operating results to make decisions about resources to be allocated to EAM.

●

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

●

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

●

changes in Federal Reserve policies affecting interest rates and liquidity along with resulting effects on equity markets;

●

stability of the banking system, including the success of U.S. government policies and actions in regard to banks with liquidity or capital issues, along with the associated impact on equity markets;

●

continuation of orderly markets for equities and corporate and governmental debt securities;

●

problems 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, sectoral variations, redemptions by investors and other factors;

●

possible changes in the valuation of EAM's intangible assets from time to time;

●

possible changes in 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;

●

federal and/or state legislative changes that might affect Value Line's business;

●

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

●

the economic and other impacts of global political and military conflicts;

●

continued availability of generally dependable energy supplies and transportation facilities 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;

●

widespread illnesses which may drastically affect markets, employment, and other economic conditions, and may have additional unpredictable impacts on employees, suppliers, customers, and operations;

●

changes in prices and availability 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 Part I, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended April 30, 2024 and in Part II, Item 1A of this Quarterly Report on Form 10-Q for the period ended July 31, 2024; and other risks and uncertainties arising from time to time.

Three Months Ended July 31,

($ in thousands, except earnings per share)

2024

2023

Change

Income from operations

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

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

Operating expenses

Investment gains / (losses)

Income before income taxes

Net income

Earnings per share

Three Months Ended July 31,

($ in thousands)

2024

2023

Change

Investment periodicals and related publications:

Print

Digital

Total investment periodicals and related publications

Copyright fees

Total publishing revenues

Three Months Ended July 31,

2024

2023

Print

Digital

Print

Digital

New Sales

Renewal Sales

Total Gross Sales

As of July 31,

As of April 30,

As of July 31,

Change

($ in thousands)

2024

2024

2023

July-24 vs.

Apr-24

July-24 vs.

July-23

Unearned subscription revenue (current and long-term liabilities)

As of July 31,

($ in millions)

2024

2023

Change

Equity and hybrid funds

Fixed income funds

Total EAM managed net assets

Three Months Ended July 31,

($ in thousands)

2024

2023

Change

Non-voting revenues interest

Non-voting profits interest

Three Months Ended July 31,

($ in thousands)

2024

2023

Change

Advertising and promotion

Salaries and employee benefits

Production and distribution

Office and administration

Total expenses

Three Months Ended July 31,

($ in thousands)

2024

2023

Change

Dividend income

Interest income

Investment gains / (losses) recognized on sale of equity securities during the period

Unrealized gains / (losses) recognized on equity securities held at the end of the period

Total investment gains / (losses)

Estimated Fair Value after

Hypothetical Change in Interest Rates

(in thousands)

(bp = basis points)

Equity Securities

Estimated Fair

Value after

Hypothetical

Percentage

Hypothetical

Hypothetical

Increase

(Decrease) in

($ in thousands)

Fair Value

Price Change

Change in Prices

Shareholders'

Equity

As of July 31, 2024

Equity Securities and ETFs held for dividend yield

30% increase

30% decrease

Equity Securities

Estimated Fair

Value after

Hypothetical

Percentage

Hypothetical

Hypothetical

Increase

(Decrease) in

($ in thousands)

Fair Value

Price Change

Change in Prices

Shareholders'

Equity

As of April 30, 2024

Equity Securities and ETFs held for dividend yield

30% increase

30% decrease

(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.

(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.

(a)

Purchases of Equity Securities by the Company

(a) Total Number of

Shares (or Units)

Purchased

(b) Average Price

Paid per Share (or

Unit)

(c) Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

(d) Maximum Number

(or Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs

May 1 - 31, 2024

June 1 - 30, 2024

July 1 - 31, 2024

Total

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).

By: /s/ Howard A. Brecher

________________________________________

Howard A. Brecher

Chief Executive Officer

(Principal Executive Officer)

By: /s/ Stephen R. Anastasio

_______________________________________

Stephen R. Anastasio

Vice President & Treasurer

(Principal Financial Officer)