New York
|
13-3139843
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
220 East 42nd Street, New York, New
York
|
10017-5891
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Common
Stock, $.10 par value
|
The
NASDAQ Global Marke
t
SM
|
(Title
of class)
|
(Name
of each exchange on which
registered)
|
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
Non-accelerated
filer
x
|
Smaller
reporting company
¨
|
PART I
|
||
Item 1
|
Business
|
3
|
Item 1A
|
Risk
Factors
|
12
|
Item 1B
|
Unresolved
Staff Comments
|
15
|
Item 2
|
Properties
|
15
|
Item 3
|
Legal
Proceedings
|
15
|
Item 4
|
Removed
and Reserved
|
15
|
PART II
|
||
Item 5
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
15
|
Item 6
|
Selected
Financial Data
|
16
|
Item 7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17
|
Item 7A
|
Quantitative
and Qualitative Disclosures About Market Risk
|
27
|
Item 8
|
Financial
Statements and Supplementary Data
|
28
|
Item 9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
29
|
Item 9A
|
Controls
and Procedures
|
29
|
Item 9B
|
Other
Information
|
30
|
PART III
|
||
Item 10
|
Directors,
Executive Officers, and Corporate Governance
|
31
|
Item 11
|
Executive
Compensation
|
33
|
Item 12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
33
|
Item 13
|
Certain
Relationships and Related Transactions and Director
Independence
|
34
|
Item 14
|
Principal
Accounting Fees and Services
|
35
|
PART IV
|
||
Item 15
|
Exhibits
and Financial Statement Schedules
|
35
|
|
·
|
dependence
on key personnel;
|
|
·
|
maintaining
revenue from subscriptions for the Company’s
products;
|
|
·
|
protection
of intellectual property rights;
|
|
·
|
changes
in market and economic conditions;
|
|
·
|
fluctuations
in the Company’s assets under management due to broadly based changes in
the values of equity and debt securities, redemptions by investors and
other factors;
|
|
·
|
dependence
on Value Line Funds for investment management and related
fees;
|
|
·
|
competition
in the fields of publishing, copyright data and investment
management;
|
|
·
|
the
impact of government regulation on the Company’s business and the
uncertainties of litigation and regulatory
proceedings;
|
|
·
|
terrorist
attacks; and
|
|
·
|
other
risks and uncertainties, including but not limited to the risks described
in Item 1A, “Risk Factors”.
|
|
·
|
Comprehensive
reference periodical publications
|
|
·
|
Targeted,
niche periodical newsletters
|
|
·
|
Investment
analysis software
|
|
·
|
Current
and historical financial
databases
|
For
the
Years
Ended
April
30,
|
2010
|
2009
|
2008
|
2010 vs. 2009
|
2009 vs. 2008
|
|||||||||||||||
Value
Line equity fund assets (excludes variable annuity) -
beginning
|
$ | 1,445,168,855 | $ | 2,499,824,428 | $ | 2,365,455,062 | -42.2 | % | 5.7 | % | ||||||||||
Sales/inflows
|
119,362,892 | 400,940,827 | 734,320,549 | -70.2 | % | -45.4 | % | |||||||||||||
Redemptions/outflows
|
(516,461,559 | ) | (575,670,435 | ) | (463,302,268 | ) | -10.3 | % | 24.3 | % | ||||||||||
Dividends
and Capital Gain Distributions
|
(6,832,954 | ) | (35,888,690 | ) | (157,842,692 | ) | -81.0 | % | -77.3 | % | ||||||||||
Market value change
|
404,867,720 | (844,037,275 | ) | 21,193,777 | N/A | N/A | ||||||||||||||
Value Line equity fund assets (non-variable
annuity) - ending
|
1,446,104,954 | 1,445,168,855 | 2,499,824,428 | 0.1 | % | -42.2 | % | |||||||||||||
Variable
annuity fund assets - beginning
|
$ | 453,958,992 | $ | 808,054,829 | $ | 919,105,496 | -43.8 | % | -12.1 | % | ||||||||||
Sales/inflows
|
42,428,972 | 127,997,022 | 110,791,953 | -66.9 | % | 15.5 | % | |||||||||||||
Redemptions/outflows
|
(82,785,322 | ) | (113,787,522 | ) | (158,083,687 | ) | -27.2 | % | -28.0 | % | ||||||||||
Dividends
and Capital Gain Distributions
|
(32,487,231 | ) | (112,587,503 | ) | (88,296,739 | ) | -71.1 | % | 27.5 | % | ||||||||||
Market value change
|
113,888,908 | (255,717,834 | ) | 24,537,805 | N/A | N/A | ||||||||||||||
Variable annuity fund assets -
ending
|
495,004,319 | 453,958,992 | 808,054,828 | 9.0 | % | -43.8 | % | |||||||||||||
Fixed
income fund assets - beginning
|
$ | 248,927,635 | $ | 266,172,054 | $ | 291,586,126 | -6.5 | % | -8.7 | % | ||||||||||
Sales/inflows
|
26,239,120 | 32,599,409 | 21,875,605 | -19.5 | % | 49.0 | % | |||||||||||||
Redemptions/outflows
|
(36,388,184 | ) | (33,028,853 | ) | (37,617,308 | ) | 10.2 | % | -12.2 | % | ||||||||||
Dividends
and Capital Gain Distributions
|
(8,277,052 | ) | (378,440 | ) | (3,635,147 | ) | N/A | -89.6 | % | |||||||||||
Market value change
|
19,366,807 | (16,436,535 | ) | (6,037,221 | ) | N/A | 172.3 | % | ||||||||||||
Fixed income fund assets -
ending
|
249,868,326 | 248,927,635 | 266,172,055 | 0.4 | % | -6.5 | % | |||||||||||||
Money market fund assets -
ending
|
132,102,912 | 181,573,202 | 219,498,418 | -27.2 | % | -17.3 | % | |||||||||||||
Assets under management -
ending
|
$ | 2,323,080,511 | $ | 2,329,628,685 | $ | 3,793,549,729 | -0.3 | % | -38.6 | % |
Fund Categories
|
Aggregate Asset
Levels
|
Percentage of Assets
in Category
|
Shareholder
Accounts
|
Percentage of Shareholder
Accounts in Category
|
||||||||||||
Guardian
(SAM and Centurion Funds)
|
$ | 495,004,000 | 21.3 | % | 32,405 | 21.5 | % | |||||||||
Value
Line Funds direct accounts & other dealers
|
$ | 1,015,050,000 | 43.7 | % | 55,171 | 36.6 | % | |||||||||
Top
five dealer platforms
|
$ | 813,027,000 | 35.0 | % | 63,128 | 41.9 | % | |||||||||
Total
|
$ | 2,323,081,000 | 100.0 | % | 150,704 | 100.0 | % |
|
1.
|
VLP
is the publishing unit for the investment related periodical publications
and copyright data.
|
|
2.
|
ESI
is registered as a broker-dealer and is a member of the Financial Industry
Regulatory Authority, also known as “FINRA”. ESI, formerly
Value Line Securities, Inc., is the distributor for the Value Line
Funds. Shares of the Value Line Funds are sold to the public
without a sales charge (i.e., on a "no-load" basis). ESI
receives service and distribution fees, in accordance with compensatory
plans, pursuant to rule 12b-1 of the Investment Company Act of 1940 from
certain Value Line Funds.
|
|
3.
|
EULAV
is a registered investment adviser that assumed the mutual fund investment
management services previously provided by Value Line, Inc., as of June
30, 2008.
|
|
4.
|
VAA
places advertising on behalf of the Company's publications, investment
advisory services, and mutual
funds.
|
|
5.
|
CPWR
provides subscription fulfillment services and subscriber relations
services for VLP publications.
|
|
6.
|
VLDC
primarily handles all of the mailings of the publications to VLP’s
subscribers. Additionally, VLDC provides office space for
Compupower’s subscriber relations and data processing departments, and
provides a disaster recovery site for the New York
operations.
|
April
30,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
(in
thousands)
|
||||||||||||
Investment
Periodicals, Related
Publications and Copyright
Data
|
$ | 12,734 | $ | 11,867 | $ | 10,780 | ||||||
Investment
Management
|
9,397 | 22,914 | 76,671 | |||||||||
Corporate
Assets
|
37,854 | 82,774 | 50,502 | |||||||||
$ | 59,985 | $ | 117,555 | $ | 137,953 |
Name
|
Age
|
Principal
Occupation or Employment
|
||
Howard
A. Brecher
|
56
|
Acting
Chairman and Acting CEO since November 2009; Chief Legal Officer;
Vice President; Secretary until January 2010; Vice President and
Secretary of each of the Value Line Funds since June 2008; Secretary
of EULAV since February 2009; Vice President, Secretary,
Treasurer and General Counsel of AB&Co.
|
||
Mitchell
E. Appel
|
39
|
Chief Financial
Officer since April 2008 and from September 2005 to
November
2007; President of each of the Value Line Funds since June 2008; President
of EULAV and ESI since February 2009; Treasurer of the Company from June
to September 2005; Chief Financial Officer, XTF Asset Management from
November 2007 to April 2008.
|
||
Stephen
R. Anastasio
|
51
|
Treasurer
since September 2005; Treasurer of each of the Value Line Funds September
2005 to August 2008; Chief Financial Officer from 2003 to September
2005.
|
||
Thomas
T. Sarkany
|
|
64
|
|
Director
of Mutual Fund Marketing; Director of Copyright Data; Secretary since
January 2010.
|
Quarter Ended
|
High
|
Low
|
Dividend Declared Per Share
|
|||||||||
April
30, 2010
|
$ | 27.25 | $ | 19.86 | $ | 3.00 | ||||||
January
31, 2010
|
$ | 28.48 | $ | 24.33 | $ | .20 | ||||||
October
31, 2009
|
$ | 32.85 | $ | 29.29 | $ | .20 | ||||||
July
31, 2009
|
$ | 36.52 | $ | 30.70 | $ | .20 | ||||||
April
30, 2009
|
$ | 32.48 | $ | 24.30 | $ | .30 | ||||||
January
31, 2009
|
$ | 39.98 | $ | 33.44 | $ | .40 | ||||||
October
31, 2008
|
$ | 39.99 | $ | 30.97 | $ | .40 | ||||||
July
31, 2008
|
$ | 37.97 | $ | 30.24 | $ | .40 |
Years ended April 30,
|
||||||||||||||||||||
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
(in
thousands, except per share amounts)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Investment
periodicals and related publications
|
$ | 35,965 | $ | 39,935 | $ | 42,791 | $ | 45,619 | $ | 47,703 | ||||||||||
Copyright
data fees
|
$ | 3,243 | $ | 4,333 | $ | 7,066 | $ | 6,861 | $ | 5,016 | ||||||||||
Investment
management fees and services
|
$ | 18,932 | $ | 24,973 | $ | 32,821 | $ | 31,155 | $ | 32,467 | ||||||||||
Total revenues
|
$ | 58,140 | $ | 69,241 | $ | 82,678 | $ | 83,635 | $ | 85,186 | ||||||||||
Income/(loss)
from operations
|
$ | (32,190 | ) | $ | 24,223 | $ | 34,450 | $ | 35,636 | $ | 35,180 | |||||||||
Net
income/(loss)
|
$ | (23,188 | ) | $ | 22,953 | $ | 25,550 | $ | 24,607 | $ | 23,439 | |||||||||
Earnings/(loss)
per share, basic and fully diluted
|
$ | ( 2.32 | ) | $ | 2.30 | $ | 2.56 | $ | 2.47 | $ | 2.35 | |||||||||
Total
assets
|
$ | 59,985 | $ | 117,555 | $ | 137,953 | $ | 128,963 | $ | 119,214 | ||||||||||
Cash
dividends declared per share
|
$ | 3.60 | $ | 1.50 | $ | 1.20 | $ | 1.15 | $ | 1.00 |
|
·
|
Executive
Summary of the Business
|
|
·
|
Results
of Operations
|
|
·
|
Liquidity
and Capital Resources
|
|
·
|
Critical
Accounting Estimates and Policies
|
Year Ended April 30,
|
|
|
|
|
||||||||||||||||
(in thousands, except earnings/(loss) per share) |
Percentage Change
|
|||||||||||||||||||
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Earnings/(loss)
per share
|
$ | (2.32 | ) | $ | 2.30 | $ | 2.56 |
NMF
|
-10.2 | % | ||||||||||
Net
income/(loss)
|
$ | (23,188 | ) | $ | 22,953 | $ | 25,550 |
NMF
|
-10.2 | % | ||||||||||
Operating
income/(loss)
|
$ | (32,190 | ) | $ | 24,223 | $ | 34,450 |
NMF
|
-29.7 | % | ||||||||||
Operating
expenses
|
$ | 90,330 | $ | 45,018 | $ | 48,228 | 100.7 | % | -6.7 | % | ||||||||||
Income
from securities transactions, net
|
$ | 837 | $ | 11,625 | $ | 6,294 | -92.8 | % | 84.7 | % |
Operating
revenues and % of total by year
|
||||||||||||||||||||||||||||||||
Year Ended April 30,
|
2010
|
2009
|
2008
|
Percentage Change
|
||||||||||||||||||||||||||||
(in thousands)
|
$$
|
%
|
$$
|
%
|
$$
|
%
|
10 vs 09
|
09 vs 08
|
||||||||||||||||||||||||
Investment
periodicals and related publications
|
$ | 35,965 | 61.9 | % | $ | 39,935 | 57.7 | % | $ | 42,791 | 51.8 | % | -9.9 | % | -6.7 | % | ||||||||||||||||
Copyright
data fees
|
$ | 3,243 | 5.5 | % | $ | 4,333 | 6.2 | % | $ | 7,066 | 8.5 | % | -25.2 | % | -38.7 | % | ||||||||||||||||
Investment
management fees and services
|
$ | 18,932 | 32.6 | % | $ | 24,973 | 36.1 | % | $ | 32,821 | 39.7 | % | -24.2 | % | -23.9 | % | ||||||||||||||||
Total
Operating Revenues
|
$ | 58,140 | $ | 69,241 | $ | 82,678 | -16.0 | % | -16.3 | % |
Subscription
Revenues
|
||||||||||||||||||||
Year Ended April 30, |
Percentage Change
|
|||||||||||||||||||
(in thousands) |
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Print
publication revenues
|
$ | 23,309 | $ | 27,089 | $ | 30,660 | -14.0 | % | -11.6 | % | ||||||||||
Electronic
publication revenues
|
$ | 12,656 | $ | 12,846 | $ | 12,131 | -1.5 | % | 5.9 | % | ||||||||||
Total
investment periodicals and related publications revenue
|
$ | 35,965 | $ | 39,935 | $ | 42,791 | -9.9 | % | -6.7 | % | ||||||||||
Unearned
revenues (short and long term)
|
$ | 27,177 | $ | 28,997 | $ | 32,530 | -6.3 | % | -10.9 | % |
Total Net Assets
|
||||||||||||||||||||
At April 30,
|
|
|
Percentage Change
|
|||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Equity
funds
|
$ | 1,941,109 | $ | 1,899,128 | $ | 3,307,879 | 2.2 | % | -42.6 | % | ||||||||||
Fixed
income funds
|
$ | 249,869 | $ | 248,928 | $ | 266,172 | 0.4 | % | -6.5 | % | ||||||||||
U.S.
Government Money Market Fund
|
$ | 132,103 | $ | 181,573 | $ | 219,499 | -27.2 | % | -17.3 | % | ||||||||||
Total
net assets
|
$ | 2,323,081 | $ | 2,329,629 | $ | 3,793,550 | -0.3 | % | -38.6 | % |
Equity Fund Net Assets (Variable Annuity and Open End Equity Funds)
|
||||||||||||||||||||
At April 30,
|
|
|
|
Percentage Change
|
||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Equity
fund assets sold through GIAC
|
$ | 495,004 | $ | 453,959 | $ | 808,055 | 9.0 | % | -43.8 | % | ||||||||||
All
other equity fund assets
|
$ | 1,446,105 | $ | 1,445,169 | $ | 2,499,824 | 0.1 | % | -42.2 | % | ||||||||||
Total
Equity fund net assets
|
$ | 1,941,109 | $ | 1,899,128 | $ | 3,307,879 | 2.2 | % | -42.6 | % |
Year Ended April 30,
|
|
|
|
Percentage Change
|
||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Advertising
and promotion
|
$ | 9,346 | $ | 10,874 | $ | 13,863 | -14.1 | % | -21.6 | % |
Year Ended April 30,
|
|
|
|
Percentage Change
|
||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Salaries
and employee benefits
|
$ | 16,314 | $ | 17,676 | $ | 18,594 | -7.7 | % | -4.9 | % |
Year Ended April 30,
|
|
|
|
Percentage Change
|
||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Production
and distribution
|
$ | 5,244 | $ | 5,868 | $ | 6,251 | -10.6 | % | -6.1 | % |
Year Ended April 30,
|
|
|
|
Percentage Change
|
||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
|||||||||||||||
Office
and administration
|
$ | 11,320 | $ | 10,600 | $ | 9,520 | 6.8 | % | 11.3 | % |
Investment Periodicals, Publishing & Copyright Data
|
Investment Management
|
|||||||||||||||||||||||||||||||||||||||
Twelve Months Ended April 30,
|
Twelve Months Ended April 30,
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
Percentage Change
|
|
|
|
Percentage Change
|
|||||||||||||||||||||||||||||||||
(in thousands)
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
2010
|
2009
|
2008
|
10 vs 09
|
09 vs 08
|
||||||||||||||||||||||||||||||
Segment
revenues from external customers
|
$ | 39,208 | $ | 44,268 | $ | 49,857 | -11.4 | % | -11.2 | % | $ | 18,932 | $ | 24,973 | $ | 32,821 | -24.2 | % | -23.9 | % | ||||||||||||||||||||
Segment
profit/(loss) from operations
|
$ | 10,425 | $ | 16,237 | $ | 18,464 | -35.8 | % | -12.1 | % | $ | (42,614 | ) | $ | 7,998 | $ | 16,002 |
NMF
|
-50.0 | % | ||||||||||||||||||||
Segment
profit/(loss) margin from operations
|
26.6 | % | 36.7 | % | 37.0 | % | -27.5 | % | -1.0 | % | -225.1 | % | 32.0 | % | 48.8 | % |
NMF
|
-34.3 | % |
|
·
|
Revenue
recognition
|
|
·
|
Income
taxes
|
|
·
|
Reserve
for settlement expenses
|
Contractual
Obligations
|
Total
|
Less Than
1 Year
|
1-3 years
|
3-5 years
|
More Than
5 Years
|
|||||||||||||||
Operating
Lease Obligations
|
$ | 9,090 | $ | 2,948 | $ | 5,896 | $ | 246 | - | |||||||||||
Purchase
Obligations
|
- | - | - | - | - | |||||||||||||||
Other
Long-term Obligations reflected on Balance Sheet
|
$ | 27,177 | $ | 22,314 | $ | 4,863 | - | - | ||||||||||||
TOTAL
|
$ | 36,267 | $ | 25,262 | $ | 10,759 | $ | 246 | - |
Estimated
Fair Value after
|
||||||||||||||||||||
Hypothetical Change in Interest
Rates
|
||||||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
(bp
= basis points)
|
||||||||||||||||||||
6 mo.
|
6 mo.
|
1 yr.
|
1 yr.
|
|||||||||||||||||
Fair
|
50bp
|
50bp
|
100bp
|
100bp
|
||||||||||||||||
Fixed Income Securities
|
Value
|
increase
|
decrease
|
increase
|
decrease
|
|||||||||||||||
As
of April 30, 2010
|
||||||||||||||||||||
Investments
in securities with fixed maturities
|
$ | 23,532 | $ | 23,468 | $ | 23,470 | $ | 23,463 | $ | 23,463 | ||||||||||
As
of April 30, 2009
|
||||||||||||||||||||
Investments
in securities with fixed maturities
|
$ | 63,729 | $ | 62,573 | $ | 62,966 | $ | 61,796 | $ | 62,222 |
Page Number
|
|
Report
of independent auditors
|
38
|
Consolidated
balance sheets—April 30, 2010 and 2009
|
39
|
Consolidated
statements of income
|
|
-years
ended April 30, 2010, 2009 and 2008
|
40
|
Consolidated
statements of cash flows
|
|
-years
ended April 30, 2010, 2009 and 2008
|
41
|
Consolidated
statement of changes in shareholders’ equity
|
|
-years
ended April 30, 2010, 2009 and 2008
|
42
|
Notes
to the consolidated financial statements
|
43
|
Income/(Loss)
|
Earnings/(Loss)
|
|||||||||||||||
Total
|
From
|
Net
|
Per
|
|||||||||||||
Revenues
|
Operations
|
Income/(Loss)
|
Share
|
|||||||||||||
2010,
by Quarter
|
||||||||||||||||
First
|
$ | 14,788 | $ | (42,786 | ) | $ | (31,580 | ) | $ | (3.16 | ) | |||||
Second
|
14,866 | 3,435 | 2,381 | 0.23 | ||||||||||||
Third
|
14,573 | 4,583 | 3,566 | 0.36 | ||||||||||||
Fourth
|
13,913 | 2,578 | 2,445 | 0.25 | ||||||||||||
Total
|
$ | 58,140 | $ | (32,190 | ) | $ | (23,188 | ) | $ | (2.32 | ) | |||||
2009,
by Quarter
|
||||||||||||||||
First
|
$ | 20,213 | $ | 7,465 | $ | 5,062 | $ | 0.51 | ||||||||
Second
|
18,327 | 6,266 | 10,542 | 1.05 | ||||||||||||
Third
|
15,856 | 4,620 | 3,732 | 0.38 | ||||||||||||
Fourth
|
14,845 | 5,872 | 3,617 | 0.36 | ||||||||||||
Total
|
$ | 69,241 | $ | 24,223 | $ | 22,953 | $ | 2.30 | ||||||||
2008,
by Quarter
|
||||||||||||||||
First
|
$ | 20,801 | $ | 8,965 | $ | 5,943 | $ | 0.60 | ||||||||
Second
|
21,110 | 9,416 | 6,359 | 0.63 | ||||||||||||
Third
|
21,080 | 9,337 | 8,471 | 0.85 | ||||||||||||
Fourth
|
19,687 | 6,732 | 4,777 | 0.48 | ||||||||||||
Total
|
$ | 82,678 | $ | 34,450 | $ | 25,550 | $ | 2.56 |
Item 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE.
|
(a)
Names of Directors,
Age as of June 30, 2010 and Principal Occupation
|
Director Since
|
|
Howard
A. Brecher* (56). Acting Chairman and Acting CEO since November
2009; Chief Legal Officer; Vice President; Secretary until January 2010;
Vice President and Secretary of the Value Line Funds since June
2008; Secretary of EULAV since February 2009; Director, Vice
President, Secretary, Treasurer and General Counsel of Arnold
Bernhard & Co., Inc.
|
1992
|
|
Stephen
Davis (58). Managing Member, Davis Investigative Group,
LLC
|
2010
|
|
Alfred
Fiore (54). Chief of Police, Westport, CT
|
2010
|
|
William
Reed (65). President, W.E. Reed
|
2010
|
|
Mitchell
E. Appel (39). Chief Financial Officer since April 2008 and
from September 2005 to November 2007; President of each of the Value Line
Funds since June 2008; President of EULAV and ESI since
February 2009; Treasurer from June to September 2005; Chief
Financial Officer, XTF Asset Management from November 2007 to April
2008.
|
2010
|
|
Stephen
R. Anastasio (51). Treasurer since September 2005; Treasurer
of each of the Value Line Funds from September 2005 to August
2008; Chief Financial Officer from 2003 to September
2005.
|
2010
|
|
Thomas
T. Sarkany (64). Mutual Fund Marketing Director; Director of
Copyright Data; Secretary since January 2010.
|
2010
|
(b)
|
The
information pertaining to Executive Officers is set forth in Part I under
the caption "Executive Officers of the
Registrant."
|
Name
and Address
|
Number
of Shares
|
Percentage
of Shares
|
|||
of Beneficial Owner
|
Beneficially Owned
|
Beneficially Owned
1
|
|||
Arnold
Bernhard & Co., Inc.
1
|
8,633,733
|
86.5
|
% | ||
220
East 42nd Street
|
|||||
New
York, NY 10017
|
Name
and Address
|
Number
of Shares
|
Percentage
of Shares
|
||||||
of Beneficial Owner
|
Beneficially Owned
|
Beneficially Owned
|
||||||
Mitchell
E. Appel
|
200 | * | ||||||
Howard
A. Brecher
|
200 | * | ||||||
Stephen
R. Anastasio
|
100 | * | ||||||
Thomas
Sarkany
|
0 | * | ||||||
William
Reed
|
0 | * | ||||||
Alfred
Fiore
|
0 | * | ||||||
Stephen
Davis
|
0 | * | ||||||
All
directors and executive officers as a group (7 persons)
|
500 | * |
2010
|
2009
|
|||||||
Audit
fees
|
$ | 157,800 | $ | 155,500 | ||||
Audit-related
fees
|
$ | 15,970 | $ | 13,310 | ||||
Tax
fees
|
$ | 166,640 | $ | 68,640 | ||||
All
other fees
|
$ | 4,020 | $ | 4,005 |
(a)
|
1. Financial
Statements- See Part II Item 8.
|
(b)
|
Exhibits
|
3.1
|
Articles
of Incorporation of the Company, as amended through April 17, 1983, are
incorporated by reference to the Registration Statement - Form S-1 of
Value Line, Inc. Part II, Item 16.(a) 3.1 filed with the Securities and
Exchange Commission on April 7, 1983.
|
|
3.2
|
Certificate of
Amendment of Certificate of Incorporation dated October 24, 1989 is
incorporated
by
reference to the Amended Annual Report on Form 10K-A for the year ended
April 30, 2008 filed 6/5/2009.
|
|
10.8
|
Form
of tax allocation arrangement between the Company and AB&Co.
incorporated by reference to the Registration Statement - Form S-1 of
Value Line, Inc. Part II, Item 16.(a) 10.8 filed with the Securities and
Exchange Commission on April 7, 1983.
|
|
10.9
|
Form of Servicing
and Reimbursement Agreement between the Company and AB&Co., dated as
of
November
1, 1982 incorporated by reference to the Registration Statement - Form S-1
of Value Line, Inc. Part II, Item 16.(a) 10.9 filed with the Securities
and Exchange Commission on April 7, 1983.
|
|
10.10
|
Value
Line, Inc. Profit Sharing and Savings Plan as amended and restated
effective May 1, 2008.
|
|
10.13
|
Lease
for the Company's premises at 220 East 42nd Street, New York, NY
incorporated by reference to the Annual Report on Form 10-K for the year
ended April 30, 1994 filed 6/17/1994, SEC file #
000-11306.
|
|
10.14
|
Lease
amendment dated September 14, 2000 was filed on amended Form 10-K dated
8/17/2001; lease amendment dated January 19, 2006 was filed on Form 10-K
dated 7/28/2006, and lease amendment dated April 23, 2007 was filed on
Form 10-K dated 7/20/2007.
|
|
10.15 |
Form
of separate Indemnification Agreements dated July 13, 2010 between the
Company and Howard A. Brecher, Stephen Davis, Alfred Fiore, William E.
Reed, Mitchell E. Appel, Stephen R. Anastasio and Thomas T.
Sarkany.
|
|
14
|
Code
of Business Conduct and Code of Ethics as amended.
|
|
21
|
Subsidiaries
of the Registrant.
|
|
31
|
Rules
13a-14(a) and 15d-14(a) Certifications.
|
|
32
|
Section
1350
Certifications.
|
VALUE
LINE, INC.
|
|
(Registrant)
|
|
By:
|
s/ Howard Brecher
|
Howard
Brecher
|
|
Acting
Chairman & Acting Chief Executive Officer
|
|
(Principal
Executive Officer)
|
By:
|
s/ Howard Brecher
|
Howard
Brecher
|
|
Acting
Chairman & Acting Chief Executive Officer
|
|
(Principal
Executive Officer)
|
|
By:
|
s/ Mitchell E. Appel
|
Mitchell
E. Appel
|
|
Chief
Financial Officer
|
|
(Principal
Financial Officer)
|
s/ Howard A. Brecher
|
s/ Mitchell E. Appel
|
|
Howard
A. Brecher
|
Mitchell
E. Appel
|
|
s/ Stephen Anastasio
|
s/ Thomas T. Sarkany
|
|
Stephen
Anastasio
|
Thomas
T. Sarkany
|
|
s/ William Reed
|
s/ Alfred Fiore
|
|
William
Reed
|
Alfred
Fiore
|
|
s/ Stephen Davis
|
||
Stephen
Davis
|
275
Madison Avenue
|
||
A
member of the
|
New
York, NY 10016
|
|
AICPA
Center for Audit Quality
|
Telephone:
(212) 532-3736
|
|
New
York State Society of CPAs
|
Facsimile: (212)
545-8997
|
|
PCAOB
registered
|
E-mail:
cpas@horowitz-ullmann.com
|
April 30,
2010
|
April 30,
2009
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents (including short term
investments
of $15,946 and $42,068,
respectively)
|
$ | 16,435 | $ | 42,936 | ||||
Trading
securities
|
- | 17,203 | ||||||
Securities
available for sale
|
23,529 | 46,526 | ||||||
Accounts
receivable, net of allowance for doubtful
accounts
of $47 and $47,
respectively
|
1,681 | 2,353 | ||||||
Receivable
from affiliates
|
1,520 | 1,312 | ||||||
Prepaid
and refundable income taxes
|
2,086 | - | ||||||
Prepaid
expenses and other current assets
|
995 | 1,047 | ||||||
Deferred
income taxes
|
8,690 | 493 | ||||||
Total
current assets
|
54,936 | 111,870 | ||||||
Long
term assets:
|
||||||||
Property
and equipment, net
|
4,257 | 4,474 | ||||||
Capitalized
software and other intangible assets, net
|
792 | 1,211 | ||||||
Total long term assets
|
5,049 | 5,685 | ||||||
Total
assets
|
$ | 59,985 | $ | 117,555 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 4,982 | $ | 2,865 | ||||
Accrued
salaries
|
1,351 | 1,438 | ||||||
Dividends
payable
|
- | 2,994 | ||||||
Accrued
taxes payable
|
780 | 392 | ||||||
Reserve
for settlement expenses
|
4,247 | - | ||||||
Unearned
revenue
|
22,314 | 23,742 | ||||||
Total
current liabilities
|
33,674 | 31,431 | ||||||
Long
term liabilities:
|
||||||||
Unearned
revenue
|
4,863 | 5,255 | ||||||
Total
long term liabilities
|
4,863 | 5,255 | ||||||
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
|
991 | 991 | ||||||
Retained
earnings
|
19,813 | 78,935 | ||||||
Treasury
stock, at cost (18,400 shares on 4/30/10
and
4/30/09)
|
(354 | ) | (354 | ) | ||||
Accumulated
other comprehensive income, net of tax
|
(2 | ) | 297 | |||||
Total
shareholders' equity
|
21,448 | 80,869 | ||||||
Total
liabilities and shareholders' equity
|
$ | 59,985 | $ | 117,555 |
Years
ended April 30,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Revenues:
|
||||||||||||
Investment
periodicals and related publications
|
$ | 35,965 | $ | 39,935 | $ | 42,791 | ||||||
Copyright
data fees
|
3,243 | 4,333 | 7,066 | |||||||||
Investment
management fees & services
|
18,932 | 24,973 | 32,821 | |||||||||
Total
revenues
|
58,140 | 69,241 | 82,678 | |||||||||
Expenses:
|
||||||||||||
Advertising
and promotion
|
9,346 | 10,874 | 13,863 | |||||||||
Salaries
and employee benefits
|
16,314 | 17,676 | 18,594 | |||||||||
Production
and distribution
|
5,244 | 5,868 | 6,251 | |||||||||
Office
and administration
|
11,320 | 10,600 | 9,520 | |||||||||
Provision
for settlement
|
48,106 | - | - | |||||||||
Total
expenses
|
90,330 | 45,018 | 48,228 | |||||||||
Income/(loss)
from operations
|
(32,190 | ) | 24,223 | 34,450 | ||||||||
Income
from securities transactions, net
|
837 | 11,625 | 6,294 | |||||||||
Income/(loss)
before income taxes/(benefit)
|
(31,353 | ) | 35,848 | 40,744 | ||||||||
Provision
for income taxes/(benefit)
|
(8,165 | ) | 12,895 | 15,194 | ||||||||
Net
income/(loss)
|
$ | (23,188 | ) | $ | 22,953 | $ | 25,550 | |||||
Earnings/(loss)
per share, basic & fully diluted
|
$ | (2.32 | ) | $ | 2.30 | $ | 2.56 | |||||
Weighted
average number of common shares
|
9,981,600 | 9,981,600 | 9,981,600 |
Years
ended April 30,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income/(loss)
|
$ | (23,188 | ) | $ | 22,953 | $ | 25,550 | |||||
Adjustments
to reconcile net income/(loss) to net cash provided by/(used in) operating
activities:
|
||||||||||||
Depreciation
and amortization
|
726 | 1,140 | 1,619 | |||||||||
Amortization
of bond premiums
|
1,042 | 1,655 | - | |||||||||
Realized
gains on sales of securities
|
(419 | ) | (9,470 | ) | (2,792 | ) | ||||||
Unrealized
(gains)/losses on securities
|
377 | (318 | ) | (82 | ) | |||||||
Deferred
income taxes
|
(8,165 | ) | 109 | (151 | ) | |||||||
Writedown
of software
|
727 | - | - | |||||||||
Changes
in assets and liabilities:
|
||||||||||||
Proceeds
from sales of trading securities
|
16,840 | 9,027 | - | |||||||||
Purchases
of trading securities
|
- | (6,583 | ) | (3,926 | ) | |||||||
(Decrease)
in unearned revenue
|
(1,820 | ) | (3,533 | ) | (1,970 | ) | ||||||
Increase
in deferred charges
|
- | 110 | 160 | |||||||||
Increase
in reserve for settlement
|
4,247 | - | - | |||||||||
(Decrease)/increase
in accts. payable & accrued expenses
|
2,117 | (2,380 | ) | (722 | ) | |||||||
(Decrease)
in accrued salaries
|
(87 | ) | (33 | ) | (74 | ) | ||||||
Increase
in accrued taxes payable
|
388 | 263 | 129 | |||||||||
(Increase)/decrease
in prepaid expenses and current assets
|
179 | (81 | ) | 560 | ||||||||
(Increase)/decrease
in prepaid and refundable income taxes
|
(2,086 | ) | - | 510 | ||||||||
Decrease
in accounts receivable
|
672 | 380 | 1,196 | |||||||||
(Increase)/decrease
in receivable from affiliates
|
(208 | ) | 1,133 | 349 | ||||||||
Total
adjustments
|
14,530 | (8,581 | ) | (5,194 | ) | |||||||
Net
cash (used in)/provided by operating activities
|
(8,658 | ) | 14,372 | 20,356 | ||||||||
Cash
flows from investing activities:
|
||||||||||||
Proceeds
from sales of equity securities
|
- | 37,760 | 2,793 | |||||||||
Purchase
of equity securities
|
- | (9 | ) | (4,231 | ) | |||||||
Proceeds
from sales of fixed income securities
|
69,941 | 45,526 | 9,622 | |||||||||
Purchases
of fixed income securities
|
(48,039 | ) | (47,510 | ) | (27,602 | ) | ||||||
Acquisition
of property and equipment
|
(81 | ) | (203 | ) | (265 | ) | ||||||
Expenditures
for capitalized software
|
(736 | ) | (983 | ) | (344 | ) | ||||||
Net
cash provided by/(used in) investing activities
|
21,085 | 34,581 | (20,027 | ) | ||||||||
Cash
flows from financing activities:
|
||||||||||||
Dividends
paid
|
(38,928 | ) | (14,972 | ) | (11,979 | ) | ||||||
Net
cash used in financing activities
|
(38,928 | ) | (14,972 | ) | (11,979 | ) | ||||||
Net
increase/(decrease) in cash and cash equivalents
|
(26,501 | ) | 33,981 | (11,650 | ) | |||||||
Cash
and cash equivalents at beginning of year
|
42,936 | 8,955 | 20,605 | |||||||||
Cash
and cash equivalents at end of year
|
$ | 16,435 | $ | 42,936 | $ | 8,955 |
Common stock
|
Accumulated
|
|||||||||||||||||||||||||||||||
Number
|
Par
|
Additional
|
Other
|
|||||||||||||||||||||||||||||
of
|
Value
|
paid-in
|
Treasury
|
Comprehensive
|
Retained
|
Comprehensive
|
||||||||||||||||||||||||||
shares
|
Amount
|
capital
|
Stock
|
income/(loss)
|
earnings
|
income/(loss)
|
Total
|
|||||||||||||||||||||||||
Balance
at April 30, 2007
|
9,981,600 | $ | 1,000 | $ | 991 | $ | (354 | ) | $ | 57,383 | $ | 16,552 | $ | 75,572 | ||||||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||||||
Net
income
|
$ | 25,550 | 25,550 | 25,550 | ||||||||||||||||||||||||||||
Other
comprehensive income/ (loss), net of tax:
|
||||||||||||||||||||||||||||||||
Change
in unrealized gains on securities, net of taxes
|
(1,289 | ) | (1,289 | ) | (1,289 | ) | ||||||||||||||||||||||||||
Comprehensive
income
|
$ | 24,261 | ||||||||||||||||||||||||||||||
Dividends
declared
|
(11,979 | ) | (11,979 | ) | ||||||||||||||||||||||||||||
Balance
at April 30, 2008
|
9,981,600 | $ | 1,000 | $ | 991 | $ | (354 | ) | $ | 70,954 | $ | 15,263 | $ | 87,854 | ||||||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||||||
Net
income
|
$ | 22,953 | 22,953 | 22,953 | ||||||||||||||||||||||||||||
Other
comprehensive income/ (loss), net of tax:
|
||||||||||||||||||||||||||||||||
Change
in unrealized gains on securities, net of taxes
|
(14,966 | ) | (14,966 | ) | (14,966 | ) | ||||||||||||||||||||||||||
Comprehensive
income
|
$ | 7,987 | ||||||||||||||||||||||||||||||
Dividends
declared
|
(14,972 | ) | (14,972 | ) | ||||||||||||||||||||||||||||
Balance
at April 30, 2009
|
9,981,600 | $ | 1,000 | $ | 991 | $ | (354 | ) | $ | 78,935 | $ | 297 | $ | 80,869 | ||||||||||||||||||
Comprehensive
income/(loss)
|
||||||||||||||||||||||||||||||||
Net
(loss)
|
$ | (23,188 | ) | (23,188 | ) | (23,188 | ) | |||||||||||||||||||||||||
Other
comprehensive income/ (loss), net of tax:
|
||||||||||||||||||||||||||||||||
Change
in unrealized gains on securities, net of taxes
|
(299 | ) | (299 | ) | (299 | ) | ||||||||||||||||||||||||||
Comprehensive
income/(loss)
|
$ | (23,487 | ) | |||||||||||||||||||||||||||||
Dividends
declared
|
(35,934 | ) | (35,934 | ) | ||||||||||||||||||||||||||||
Balance
at April 30, 2010
|
9,981,600 | $ | 1,000 | $ | 991 | $ | (354 | ) | $ | 19,813 | $ | (2 | ) | $ | 21,448 |
(in thousands)
|
||||||||||||||||
Valuation
Inputs
|
Total
Investments
|
Cash
Equivalents
|
Investments in
Trading
Securities
|
Investments in
Securities
Available for
Sale
|
||||||||||||
Level
1 - quoted prices
|
$ | 15,943 | $ | 15,943 | - | - | ||||||||||
Level
2 - other significant observable inputs
|
23,529 | - | - | 23,529 | ||||||||||||
Level
3 - significant unobservable inputs
|
- | - | - | - | ||||||||||||
Total
|
$ | 39,472 | $ | 15,943 | $ | - | $ | 23,529 |
|
(in
thousands)
|
|||||||||||
Maturity
|
Amortized
Historical
Cost
|
Fair
Value
|
Gross
Unrealized
Holding Gains/(Losses)
|
|||||||||
Due
within 1 year
|
$ | 22,012 | $ | 22,014 | $ | 2 | ||||||
Due
after 1 year through 5 years
|
1,520 | 1,515 | (5 | ) | ||||||||
Total
investment in government debt securities
|
$ | 23,532 | $ | 23,529 | $ | (3 | ) |
(in
thousands)
|
||||||||||||
Amortized
Historical |
Gross
Unrealized
|
|||||||||||
Maturity
|
Cost
|
Fair
Value
|
Holding Gains
|
|||||||||
Due
within 1 year
|
$ | 8,593 | $ | 8,598 | $ | 5 | ||||||
Due
after 1 year through 5 years
|
37,471 | 37,924 | 453 | |||||||||
Total
investment in government debt securities
|
$ | 46,064 | $ | 46,522 | $ | 458 |
April
30,
|
||||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Land
|
$ | 726 | $ | 726 | ||||
Building
and leasehold improvements
|
7,283 | 7,283 | ||||||
Furniture
and equipment
|
10,847 | 11,119 | ||||||
18,856 | 19,128 | |||||||
Accumulated
depreciation and amortization
|
(14,599 | ) | (14,654 | ) | ||||
$ | 4,257 | $ | 4,474 |
Year
ended April 30,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
(in
thousands)
|
||||||||||||
Current
tax expense:
|
||||||||||||
Federal
|
$ | - | $ | 11,410 | $ | 12,570 | ||||||
State
and local
|
- | 1,290 | 2,775 | |||||||||
- | 12,700 | 15,345 | ||||||||||
Deferred
tax expense (benefit):
|
||||||||||||
Federal
|
(7,086 | ) | 212 | (115 | ) | |||||||
State
and local
|
(1,079 | ) | (17 | ) | (36 | ) | ||||||
(8,165 | ) | 195 | (151 | ) | ||||||||
Provision
for income taxes
|
$ | (8,165 | ) | $ | 12,895 | $ | 15,194 |
Year
ended April 30,
|
||||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Federal
tax benefit from net operating loss
|
$ | 6,766 | $ | - | ||||
State
and city tax benefit from net operating loss
|
1,081 | - | ||||||
Unrealized
gains on securities held for sale
|
(1 | ) | (161 | ) | ||||
Unrealized
(gains)/losses on trading securities
|
- | (25 | ) | |||||
Depreciation
and amortization
|
343 | 352 | ||||||
Deferred
professional fees
|
156 | 148 | ||||||
Deferred
charges
|
329 | 210 | ||||||
Other,
net
|
16 | (31 | ) | |||||
Deferred
tax asset/(liability)
|
$ | 8,690 | $ | 493 |
Year
ended April 30,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
U.S.
statutory federal rate
|
35.00 | % | 35.00 | % | 35.00 | % | ||||||
Increase/(decrease)
in tax rate from:
|
||||||||||||
Tax
effect of non-deductible portion of provision for
settlement
|
-11.16 | % | - | - | ||||||||
State
and local income taxes, net of federal income tax benefit
|
2.24 | % | 2.31 | % | 4.37 | % | ||||||
Effect
of tax exempt income and dividend deductions
|
0.33 | % | -0.67 | % | -1.96 | % | ||||||
Other,
net
|
-0.37 | % | -0.67 | % | -0.12 | % | ||||||
Effective
income tax rate
|
26.04 | % | 35.97 | % | 37.29 | % |
Year
ended April 30,
|
(in thousands)
|
|||
2011
|
$ | 2,948 | ||
2012
|
2,948 | |||
2013
|
2,948 | |||
Thereafter
|
246 | |||
$ | 9,090 |
April
30, 2010
|
||||||||||||
Investment
|
||||||||||||
Periodicals,
|
||||||||||||
Publishing &
|
Investment
|
|||||||||||
Copyright Data
|
Management
|
Total
|
||||||||||
Revenues
from external customers
|
$ | 39,208 | $ | 18,932 | $ | 58,140 | ||||||
Intersegment
revenues
|
20 | - | 20 | |||||||||
Income/(loss)
from securities transactions
|
(62 | ) | 160 | 98 | ||||||||
Depreciation
and amortization
|
686 | 39 | 725 | |||||||||
Segment
profit/(loss) from operations*
|
10,425 | (42,614 | ) | (32,189 | ) | |||||||
Segment
assets
|
12,734 | 9,397 | 22,131 | |||||||||
Expenditures
for segment assets
|
809 | 8 | 817 |
April
30, 2009
|
||||||||||||
Investment
|
||||||||||||
Periodicals,
|
||||||||||||
Publishing &
|
Investment
|
|||||||||||
Copyright
Data
|
Management
|
Total
|
||||||||||
Revenues
from external customers
|
$ | 44,268 | $ | 24,973 | $ | 69,241 | ||||||
Intersegment
revenues
|
37 | - | 37 | |||||||||
Income/(loss)
from securities transactions
|
(87 | ) | 10,308 | 10,221 | ||||||||
Depreciation
and amortization
|
1,075 | 53 | 1,128 | |||||||||
Segment
profit from operations
|
16,237 | 7,998 | 24,235 | |||||||||
Segment
assets
|
11,867 | 22,914 | 34,781 | |||||||||
Expenditures
for segment assets
|
1,186 | - | 1,186 | |||||||||
April
30, 2008
|
||||||||||||
Investment
|
||||||||||||
Periodicals,
|
||||||||||||
Publishing
&
|
Investment
|
|||||||||||
Copyright Data
|
Management
|
Total
|
||||||||||
Revenues
from external customers
|
$ | 49,857 | $ | 32,821 | $ | 82,678 | ||||||
Intersegment
revenues
|
97 | - | 97 | |||||||||
Income
from securities transactions
|
230 | 4,170 | 4,400 | |||||||||
Depreciation
and amortization
|
1,543 | 60 | 1,603 | |||||||||
Segment
profit from operations
|
18,464 | 16,002 | 34,466 | |||||||||
Segment
assets
|
10,780 | 76,671 | 87,451 | |||||||||
Expenditures
for segment assets
|
604 | - | 604 |
Reconciliation
of Reportable Segment Revenues, Operating Profit/(Loss) and
Assets
|
||||||||||||
(in thousands) | ||||||||||||
2010
|
2009
|
2008
|
||||||||||
Revenues
|
||||||||||||
Total
revenues for reportable segments
|
$ | 58,160 | $ | 69,278 | $ | 82,775 | ||||||
Elimination
of intersegment revenues
|
(20 | ) | (37 | ) | (97 | ) | ||||||
Total
consolidated revenues
|
$ | 58,140 | $ | 69,241 | $ | 82,678 | ||||||
Segment
profit*
|
||||||||||||
Total
profit/(loss) for reportable segments
|
$ | (32,091 | ) | $ | 34,456 | $ | 38,866 | |||||
Add:
Income from securities transactions
|
||||||||||||
related
to corporate assets
|
739 | 1,404 | 1,894 | |||||||||
Less:
Depreciation related to corporate assets
|
(1 | ) | (12 | ) | (16 | ) | ||||||
Income/(loss)
before income taxes
|
$ | (31,353 | ) | $ | 35,848 | $ | 40,744 | |||||
Assets
|
||||||||||||
Total
assets for reportable segments
|
$ | 22,131 | $ | 34,781 | $ | 87,451 | ||||||
Corporate
assets
|
37,854 | 82,774 | 50,502 | |||||||||
Consolidated
total assets
|
$ | 59,985 | $ | 117,555 | $ | 137,953 |
(in
thousands)
|
||||||||||||
Before
|
Tax
|
Net
of
|
||||||||||
Tax
|
(Expense)
|
Tax
|
||||||||||
Amount
|
or
Benefit
|
Amount
|
||||||||||
Year
ended April 30, 2010
|
||||||||||||
Unrealized
gains/(losses) on securities:
|
||||||||||||
Unrealized
holding gains/(losses) arising during the period
|
$ | (285 | ) | $ | 100 | $ | (185 | ) | ||||
Less:
Reclassification adjustments
|
||||||||||||
for
gains realized in net income
|
(176 | ) | 62 | (114 | ) | |||||||
Other
comprehensive income
|
$ | (461 | ) | $ | 162 | $ | (299 | ) | ||||
Year
ended April 30, 2009
|
||||||||||||
Unrealized
gains/(losses) on securities:
|
||||||||||||
Unrealized
holding gains/(losses) arising during the period
|
$ | (13,731 | ) | $ | 4,834 | $ | (8,897 | ) | ||||
Add: Reclassification
adjustments for
|
||||||||||||
losses
realized in net income
|
416 | (146 | ) | 270 | ||||||||
Less:
Reclassification adjustments
|
||||||||||||
for
gains realized in net income
|
(9,781 | ) | 3,442 | (6,339 | ) | |||||||
Other
comprehensive income
|
$ | (23,096 | ) | $ | 8,130 | $ | (14,966 | ) | ||||
Year
ended April 30, 2008
|
||||||||||||
Unrealized
gains on securities:
|
||||||||||||
Unrealized
holding gains/(losses) arising during the period
|
$ | 804 | $ | (283 | ) | $ | 521 | |||||
Add: Reclassification
adjustments for
|
||||||||||||
losses
realized in net income
|
- | - | - | |||||||||
Less:
Reclassification adjustments
|
||||||||||||
for
gains realized in net income
|
(2,793 | ) | 983 | (1,810 | ) | |||||||
Other
comprehensive income
|
$ | (1,989 | ) | $ | 700 | $ | (1,289 | ) |
PURPOSE
|
1
|
||
ARTICLE 1
DEFINITIONS
|
2
|
||
1.01
|
“Account”
|
2
|
|
1.02
|
“Administrative
Committee”
|
2
|
|
1.03
|
“Affiliated
Company”
|
2
|
|
1.04
|
“Beneficiary”
|
2
|
|
1.05
|
“Benefit
Commencement Date”
|
2
|
|
1.06
|
“Board
of Directors”
|
2
|
|
1.07
|
“Code”
|
2
|
|
1.08
|
“Company”
|
2
|
|
1.09
|
“Compensation”
|
2
|
|
1.10
|
“Eligible
Employee”
|
3
|
|
1.11
|
“Employee”
|
3
|
|
1.12
|
“Employer
Contribution”
|
3
|
|
1.13
|
“Entry
Date”
|
3
|
|
1.14
|
“ERISA”
|
3
|
|
1.15
|
“Investment
Fund”
|
3
|
|
1.16
|
“Member”
|
3
|
|
1.17
|
“Normal
Retirement Age”
|
3
|
|
1.18
|
“Participating
Employer”
|
4
|
|
1.19
|
“Plan”
|
4
|
|
1.20
|
“Plan
Year”
|
4
|
|
1.21
|
“Total
Disability”
|
4
|
|
1.22
|
“Trust
Agreement”
|
4
|
|
1.23
|
“Trust
Fund”
|
4
|
|
1.24
|
“Trustee”
|
4
|
|
1.25
|
“Valuation
Date”
|
4
|
|
1.26
|
“Voluntary
Contribution”
|
4
|
|
ARTICLE 2
DEFINITIONS AND RULES FOR DETERMINING SERVICE
|
5
|
||
2.01
|
“Approved
Absence”
|
5
|
|
2.02
|
“Break
in Service”
|
5
|
|
2.03
|
“Eligibility
Computation Period”
|
5
|
|
2.04
|
“Employment
Commencement Date”
|
5
|
|
2.05
|
“Hours
of Service”
|
5
|
|
2.06
|
“Maternity
or Paternity Leave of Absence”
|
6
|
|
2.07
|
“Month
of Service”
|
6
|
2.08
|
“Vesting
Computation Period”
|
6
|
|
2.09
|
“Year
of Service”
|
6
|
|
2.10
|
Rules
for Crediting Service After a Break in Service
|
6
|
|
2.11
|
Military
Service
|
7
|
|
ARTICLE 3
PARTICIPATION
|
8
|
||
3.01
|
Eligibility
to Participate
|
8
|
|
3.02
|
Commencement
of Participation
|
8
|
|
3.03
|
Break
in Service Before Participation
|
8
|
|
3.04
|
Break
in Service After Participation
|
8
|
|
3.05
|
Cessation
of Participation
|
8
|
|
ARTICLE 4
CONTRIBUTIONS
|
9
|
||
4.01
|
Employer
Contributions
|
9
|
|
4.02
|
Voluntary
Contributions
|
9
|
|
ARTICLE 5
LIMITATIONS ON CONTRIBUTIONS
|
11
|
||
5.01
|
Definitions
|
11
|
|
5.02
|
Limitations
on Voluntary Contributions Applicable to Highly Compensated
Employees
|
12
|
|
5.03
|
Correction
of Excess Voluntary Contribution
|
13
|
|
5.04
|
Limitations
on Contributions Applicable to All Members
|
13
|
|
5.05
|
Reduction
of Excess Annual Additions
|
14
|
|
5.06
|
Deduction
Limitation Applicable to Employer Contributions
|
15
|
|
ARTICLE 6
MEMBERS ACCOUNTS
|
16
|
||
6.01
|
Separate
Accounts
|
16
|
|
6.02
|
Contributions
to Account
|
16
|
|
6.03
|
Valuation
of Accounts
|
16
|
|
6.04
|
Segregated
Accounts
|
16
|
|
ARTICLE 7
TRUST FUND AND INVESTMENT OF ACCOUNTS
|
17
|
||
7.01
|
Trust
Fund and Trustee
|
17
|
|
7.02
|
Investment
Funds
|
17
|
|
7.03
|
Investment
Direction
|
17
|
|
ARTICLE 8
VESTING AND FORFEITURE
|
19
|
||
8.01
|
Voluntary
Contribution Account
|
19
|
|
8.02
|
Employer
Contribution Account
|
19
|
|
8.03
|
Forfeiture
|
20
|
|
8.04
|
Restoration
of Forfeitures
|
20
|
|
8.05
|
Application
of Forfeitures
|
20
|
8.06
|
Change
in Vesting Schedule
|
21
|
|
ARTICLE 9
LOANS TO MEMBERS
|
22
|
||
9.01
|
General
|
22
|
|
9.02
|
Eligibility
for Loan
|
22
|
|
9.03
|
Minimum
and Maximum Loan Amount
|
23
|
|
9.04
|
Loan
Terms
|
23
|
|
9.05
|
Collateral
|
24
|
|
9.06
|
Treatment
of Loan Payments
|
24
|
|
9.07
|
Default
|
24
|
|
9.08
|
Termination
of Employment
|
25
|
|
ARTICLE 10
DISTRIBUTIONS PRIOR TO TERMINATION OF
EMPLOYMENT
|
26
|
||
10.01
|
Withdrawals
of Voluntary Contributions
|
26
|
|
10.02
|
General
Rules Applying to Withdrawals of Voluntary Contributions
|
26
|
|
10.03
|
Distributions
after Attaining Age 70-1/2
|
26
|
|
ARTICLE 11
DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT
|
27
|
||
11.01
|
Termination
of Employment Prior to Normal Retirement Age
|
27
|
|
11.02
|
Termination
of Employment At or After Normal Retirement Age
|
28
|
|
11.03
|
Death
|
28
|
|
11.04
|
Form
of Payment
|
28
|
|
11.05
|
Direct
Transfer of Eligible Rollover Distribution
|
28
|
|
11.06
|
Beneficiary
Designation
|
30
|
|
11.07
|
Special
Distribution Rules
|
31
|
|
ARTICLE 12
ADMINISTRATION
|
32
|
||
12.01
|
Plan
Administrator
|
32
|
|
12.02
|
Administrative
Committee’s Authority and Powers
|
32
|
|
12.03
|
Delegation
of Duties and Employment or Agents
|
33
|
|
12.04
|
Expenses
|
33
|
|
12.05
|
Compensation
|
33
|
|
12.06
|
Exercise
of Discretion
|
33
|
|
12.07
|
Fiduciary
Liability
|
33
|
|
12.08
|
Indemnification
by Participating Employers
|
34
|
|
12.09
|
Plan
Participation by Fiduciaries
|
34
|
|
12.10
|
Missing
Persons
|
34
|
|
12.11
|
Claims
Procedure
|
34
|
|
ARTICLE 13
AMENDMENT AND TERMINATION OF PLAN
|
36
|
||
13.01
|
Amendment
|
36
|
|
13.02
|
Right
to Terminate Plan
|
36
|
13.03
|
Consequences
of Termination
|
36
|
|
ARTICLE 14
PARTICIPATION BY AFFILIATED COMPANIES
|
37
|
||
14.01
|
Participation
|
37
|
|
14.02
|
Delegation
of Powers and Authority
|
37
|
|
14.03
|
Termination
of Participation
|
37
|
|
ARTICLE 15
TOP-HEAVY PLAN PROVISIONS
|
39
|
||
15.01
|
Applicability
|
39
|
|
15.02
|
Definitions
|
39
|
|
15.03
|
Vesting
Requirement and Schedule
|
42
|
|
15.04
|
Minimum
Contribution
|
42
|
|
15.05
|
Compensation
Limitation
|
43
|
|
ARTICLE 16
GENERAL PROVISIONS
|
44
|
||
16.01
|
Trust
Fund Sole Source of Payments for Plan
|
44
|
|
16.02
|
Exclusive
Benefit
|
44
|
|
16.03
|
Non-Alienation
|
44
|
|
16.04
|
Qualified
Domestic Relations Order
|
44
|
|
16.05
|
Employment
Rights
|
45
|
|
16.06
|
Return
of Contributions
|
45
|
|
16.07
|
Merger,
Consolidation or Transfer
|
45
|
|
16.08
|
Applicable
Law
|
45
|
|
16.09
|
Rules
of Construction
|
45
|
|
16.10
|
Provisions
Inconsistent with Qualified Status
|
46
|
|
ARTICLE
17
|
47
|
||
17.01
|
General
Rules
|
47
|
|
17.02
|
Time
and Manner of Distribution
|
47
|
|
17.03
|
Required
Minimum Distributions During Member’s Lifetime
|
48
|
|
17.04
|
Required
Minimum Distributions After Member’s Death
|
49
|
|
17.05
|
Definitions
for Purposes of this Article
|
50
|
|
17.06
|
2009
Required Minimum Distributions
|
51
|
|
(a)
|
“Employer Contribution Account”
means that portion of the Member’s Account attributable to the
Employer Contributions made on the Member’s behalf by a Participating
Employer and the earnings and losses
thereon.
|
|
(b)
|
“Voluntary Contribution
Account”
means that portion of the Member’s Account attributable to
a Member’s Voluntary Contributions, if any, and the earnings and losses
thereon.
|
1.06
|
“Board of Directors”
means the Board of Directors of Value Line,
Inc.
|
1.07
|
“Code”
means the
Internal Revenue Code of 1986, as
amended.
|
|
(a)
|
excluding
bonuses;
|
|
(b)
|
excluding
(even if includible in gross income) reimbursements or other expense
allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, and welfare benefits;
and
|
|
(c)
|
excluding
commissions earned in excess of draw, provided, however, that such
commissions in excess of draw will be included (i) in the case of a Member
whose total of salary plus draw (excluding bonuses) is less than $60,000
but (ii) only to the extent that the total of a Member’s salary, draw
and such commissions in excess of draw do not exceed
$60,000.
|
|
(a)
|
any
Employee who is covered by a collective bargaining agreement to which a
Participating Employer is a party, and which agreement does not provide
for participation in the Plan; and
|
|
(b)
|
any
Employee who is a nonresident alien and who does not receive any United
States source income from the Company or any Affiliated
Company.
|
1.13
|
“Entry Date”
means each
April 30 and October 31.
|
1.17
|
“Normal Retirement Age”
means
|
|
(a)
|
with
respect to Employees hired prior to May 1, 1995, age 65;
and
|
|
(b)
|
with
respect to Employees hired on or after May 1, 1995, the later of age 65 or
the completion of 5 Years of
Service.
|
1.20
|
“Plan Year”
means the
12-consecutive month period beginning each May
1.
|
2.05
|
“Hours of Service”
means
the following:
|
|
(a)
|
Each
hour for which an Employee is directly or indirectly paid, or entitled to
payment, for the performance of duties for the Company or an Affiliated
Company. Each such hour shall be credited to the Employee for the
computation period or periods in which the duties are
performed.
|
|
(b)
|
Each
hour for which an Employee is directly or indirectly paid, or entitled to
payment, by the Company or an Affiliated Company on account of a period of
time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
disability, layoff, jury duty, government-required military duty, or leave
of absence. Each such hour shall be credited to the Employee for the
computation period or periods in which such period occurs, subject to the
following rules:
|
|
(i)
|
No
more than 501 Hours of Service shall be credited under this
paragraph (b) to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such
period occurs in a single computation period),
and
|
|
(ii)
|
Hours
of Service will not be credited under this paragraph (b) for which payment
by the Company or an Affiliated Company is made or due under a plan
maintained solely for the purpose of complying with applicable workers’
compensation, unemployment compensation, or disability insurance laws or
where payment solely reimburses the Employee for medical or medically
related expenses incurred by the
Employee.
|
|
(c)
|
Each
hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Company or an Affiliated Company. The
same Hours of Service shall not be credited both under paragraph (a) or
paragraph (b), as the case may be, and under this paragraph (c).
These hours shall be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the
computation period in which the award, agreement, or payment is
made.
|
2.08
|
“Vesting Computation
Period”
means a Plan Year.
|
|
(a)
|
at
least 1,000 Hours of Service with the Company or an Affiliated Company;
or
|
|
(b)
|
3
Months of Service during the period February 1 through April 30; provided,
however, that an Employee shall be credited with a Year of Service
pursuant to this paragraph (b) only with respect to his first year of
employment. Notwithstanding the foregoing, this paragraph (b) shall
not apply to any Employee whose Employment Commencement Date occurs on or
after May 1, 1995.
|
2.10
|
Rules
for Crediting Service After a Break in
Service.
|
|
(a)
|
In
the case of a Member who is reemployed before the occurrence of
5 consecutive Breaks in Service
—
|
|
(i)
|
Years
of Service completed prior to such break will not be taken into account
unless and until the Member has completed a Year of Service following his
reemployment; and
|
|
(ii)
|
subject
to Section 8.04, both pre-break and post-break Years of Service will count
in vesting his pre-break and post-break account
balances.
|
|
(b)
|
In
the case of a Member who is reemployed after the occurrence of 5 or more
consecutive Breaks in Service (or he is reemployed prior to such
occurrence but does not make the repayment provided for in Section 8.04)
—
|
|
(i)
|
separate
Employer Contribution Accounts will be maintained to reflect the Member’s
pre-break and post-break account balances;
and
|
|
(ii)
|
all
Years of Service after such Breaks in Service will be disregarded for the
purposes of vesting in the pre-break account balance, but both pre-break
and post-break Years of Service will count for purposes of vesting the
account balance that accrues after such
break.
|
2.11
|
Military
Service
|
3.01
|
Eligibility
to Participate.
|
3.02
|
Commencement
of Participation.
|
3.03
|
Break
in Service Before Participation.
|
3.04
|
Break
in Service After Participation.
|
3.05
|
Cessation
of Participation.
|
4.01
|
Employer
Contributions.
|
|
(a)
|
For
each Plan Year, a Participating Employer may make Employer Contributions
to the Trust Fund in such amount as may be determined by the
Administrative Committee in its sole
discretion.
|
|
(b)
|
Employer
Contributions made for any Plan Year shall be allocated to the Employer
Contribution Account on behalf of each Member who: (i) is
actively employed by a Participating Employer on the last day of the Plan
Year and (ii) has been credited with at least 1,000 Hours of Service
during the Plan Year. Notwithstanding the foregoing requirements,
Employer Contributions also shall be allocated on behalf of Members whose
employment was terminated during the Plan Year after attaining age 65 or
whose employment was terminated by reason of death or Total
Disability.
|
|
(c)
|
The
amount of the Employer Contribution to be allocated to each eligible
Member’s Account for a Plan Year shall be equal to the ratio that such
Member’s Compensation for the Plan Year bears to the Compensation for all
Members eligible for an allocation of Employer Contributions for the Plan
Year.
|
|
(d)
|
Employer
Contributions made on behalf of any Member shall be subject to the
limitations set forth in Article 5.
|
|
(e)
|
Employer
Contributions shall be paid by a Participating Employer in cash or other
property to the Trust Fund not later than the due date (including
extensions) prescribed by law for filing the Participating Employer’s
federal income tax return for the Participating Employer’s taxable year
for which the Employer Contributions are claimed as an income tax
deduction.
|
4.02
|
Voluntary
Contributions.
|
|
(a)
|
A
Member may make voluntary non-deductible contributions to the Plan by
payroll deduction, lump sum cash payment, or both. In no event shall
a Member’s Voluntary Contributions for any Plan Year exceed 10% (effective
for Plan Years beginning on or after May 1, 2010, 15%) of his Compensation
for such Plan Year.
|
|
(b)
|
A
Member’s election to make Voluntary Contributions, or to change or suspend
such Contributions, shall be made in the form, manner, and in accordance
with the notice requirements, prescribed by the Administrative
Committee.
|
|
(c)
|
Voluntary
Contributions shall be transferred by a Participating Employer to the
Trust Fund on the earliest date on which such contributions can reasonably
be segregated from the Participating Employer’s general assets, but in no
event later than the 15th business day of the month following the month in
which (i) in the case of amounts that a Member pays to the Participating
Employer, the contributions are received by the Participating Employer; or
(ii) in the case of amounts withheld by the Participating Employer from
the Member’s wages, the 15th business day of the month following the month
in which such amounts would otherwise have been payable to the Member in
cash, subject to any extension period permitted by ERISA, the Code or the
regulations promulgated thereunder.
|
|
(d)
|
Voluntary
Contributions shall be subject to the limitations set forth in Article
5. The Administrative Committee may reject, amend or revoke the
election of any Member at any time if the Administrative Committee
determines that such change or revocation is necessary to insure that the
limitations of Article 5 are not
exceeded.
|
|
(e)
|
Effective
May 1, 1995, the Plan does not permit amounts to be rolled over into the
Plan from other eligible retirement
plans.
|
5.01
|
Definitions.
|
|
(a)
|
“Annual
Addition” means the sum of the following amounts allocated to a Member’s
Account during the Limitation Year:
|
|
(i)
|
employer
contributions,
|
|
(ii)
|
employee
contributions,
|
|
(iii)
|
forfeitures,
and
|
|
(iv)
|
amounts
described in Sections 415(1)(1) and 419(A)(d)(2) of the
Code.
|
|
(b)
|
“415
Compensation” means wages as defined in Section 3401(a) of the Code and
all other payments of compensation to an employee by his employer (in the
course of the employer’s trade or business) for which the employer is
required to furnish the employee a written statement under Sections
6041(d), 6051(a)(3), 6052 of the Code. “415 Compensation” shall
include any elective deferral (as defined under Section 402(g)(3) of the
Code), any amount that is contributed or deferred by the Participating
Employer at the election of the Employee and is not includible in the
gross income of the Employee by reason of Section 125 or 457 of the Code,
and elective amounts that are not includible in the gross income of the
Employee by reason of Section 132(f)(4) of the
Code.
|
|
(c)
|
“Highly
Compensated Employee” means, subject to Section 414(q) of the Code, any
employee of the Company or an Affiliated Company who: (i) at
any time during the Plan Year or the preceding Plan Year was a five
percent owner (as defined in Code Section 416(i)(l)); or (ii) for the
preceding Plan Year received 415 Compensation from the Company and any
Affiliates in excess of $100,000 (or such higher adjusted amount
prescribed by the Secretary of the
Treasury).
|
|
(d)
|
“Limitation
Year” means the Plan Year.
|
|
(e)
|
“Non-highly
Compensated Employee” means an Employee who is not a Highly Compensated
Employee.
|
5.02
|
Limitations
on Voluntary Contributions Applicable to Highly Compensated
Employees.
|
|
(a)
|
The
Actual Contribution Percentage for Members who are Highly Compensated
Employees for a Plan Year shall not exceed the greater
of:
|
|
(i)
|
the
Actual Contribution Percentage of the Members who are Non-highly
Compensated Employees for that Plan Year multiplied by 1.25;
or
|
|
(ii)
|
the
Actual Contribution Percentage for Members who are Non-highly Compensated
Employees for that Plan Year multiplied by 2.0, provided that the Actual
Contribution Percentage for Members who are Highly Compensated Employees
does not exceed the Actual Contribution Percentage for Members who are
Non-highly Compensated Employees by more than 2 percentage
points.
|
|
(b)
|
“Actual
Contribution Percentage” means, for a specified group of Members for a
Plan Year, the average of the ratios (calculated separately for each
Member in such group) of (i) the amount of Voluntary Contributions
actually paid over to the trust on behalf of such Member for the Plan Year
to (ii) the Member’s 415 Compensation for such Plan Year (whether or not
the Employee was a Member for the entire Plan
Year).
|
|
(c)
|
In
the event that this Plan satisfies the requirements of Section 410(b) of
the Code only if aggregated with one or more other plans, or if one or
more other plans satisfies the requirements of Section 410(b) of the Code
only if aggregated with this Plan, then this Section 5.02 shall be applied
by determining the Actual Contribution Percentage of Members as if all
plans were a single Plan. For the purposes of this Section 5.02, the
Actual Contribution Percentage for any Member who is a Highly Compensated
Employee for the Plan Year and who is eligible to make employee
contributions, or receives matching contributions, qualified nonelective
contributions or elective deferrals (as such terms are defined in Section
401(m) of the Code) allocated to his account under two or more plans
described in Section 401(a) of the Code or arrangements described under
Section 401(k) of the Code that are maintained by the Company or an
Affiliated Company shall be determined as if all such contributions were
made under a single Plan.
|
|
(d)
|
The
determining and treatment of the Actual Contribution Percentage shall be
made in accordance with Section 401(m) of the Code, Section 1.401(m)-1 of
the Treasury Regulations, and shall satisfy such other requirements as may
be prescribed by the Secretary of the
Treasury.
|
5.03
|
Correction
of Excess Voluntary Contribution.
|
5.04
|
Limitations
on Contributions Applicable to All
Members.
|
|
(a)
|
In
no event shall the Annual Addition to a Member’s Account for any
Limitation Year exceed the lesser
of:
|
|
(i)
|
$40,000
(as adjusted for increases in the cost-of-living under section 415(d) of
the Code), or
|
|
(ii)
|
100%
of the Member’s 415 Compensation for the Limitation
Year.
|
|
(b)
|
If
a Member also is covered under another defined contribution plan, a
welfare benefit fund (as defined in Section 419(e) of the Code), or an
individual medical account (as defined in Section 415(1)(2) of the Code),
maintained by an Employer, then the Annual Addition which may be credited
to a Member’s Account under paragraph (a) above for any Limitation Year
shall be reduced by the Annual Additions credited to the Member’s account
under such other plans and welfare benefit funds for the same limitation
year.
|
|
(c)
|
Solely
for purposes of this Section 5.04, the term “Employer” means any
corporation which is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code as modified by Section 415(h)) which
includes the Company; any trade or business (whether or not incorporated)
which is under common control (as defined in Section 414(c) of the Code as
modified by Section 414(h)) with the Company; any organization
(whether or not incorporated) which is a member of an affiliated service
group (as defined in Section 414(m) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the
Code.
|
|
(d)
|
The
dollar and percentage limitations set forth in this Section 5.04 shall be
adjusted for the cost of living pursuant to Section 415(d) of the
Code.
|
5.05
|
Reduction
of Excess Annual Additions.
|
|
(a)
|
First,
the amount of his Voluntary Contributions shall be reduced to the extent
that such reduction results in a reduction of the amount by which a
Member’s Annual Addition exceeds such
limitations.
|
|
(b)
|
Second,
the amount of his Employer Contributions shall be reduced to the extent
that such reduction results in a reduction of the amount by which a
Member’s Annual Addition exceeds such
limitations.
|
5.06
|
Deduction
Limitation Applicable to Employer
Contributions.
|
6.01
|
Separate
Accounts.
|
6.02
|
Contributions
to Account.
|
6.03
|
Valuation
of Accounts.
|
|
(a)
|
contributions,
withdrawals, distributions and other charges or credits attributable to
the Member’s Account;
|
|
(b)
|
the
net earnings, gains, losses and expenses and any appreciation or
depreciation in market value of the Investment Funds selected by the
Member for investment of his Account;
and
|
|
(c)
|
with
respect to any amounts credited to the Member’s Account which are not
invested in any of the Investment Funds, the net increase or decrease, as
the case may be, in the value of the portion of the Trust Fund not
invested in any of the Investment Funds due to investment earnings, gains
or losses and any expenses of such portion of the Trust Fund, which
adjustment shall be made in the same proportion that the balance in the
Member’s Account not invested in any of the Investment Funds as of the
last Valuation Date (reduced by any withdrawals, distributions or
transfers from such Account since the last Valuation Date and by the
principal amount of all outstanding loans to such Member) bore to the
total balance of all Members’ Accounts not invested in any of the
Investment Funds (as so reduced) as of such last Valuation
Date.
|
6.04
|
Segregated
Accounts.
|
7.01
|
Trust
Fund and Trustee.
|
7.02
|
Investment
Funds.
|
|
(a)
|
The
Administrative Committee shall select such investment vehicles as it
determines appropriate to meet the requirements of Section 404(c) of ERISA
and the regulations thereunder relating to the investment of Members’
Accounts at the direction of the Members. Such investment
vehicles may include mutual funds from the Value Line family of
funds. The Administrative Committee may select such additional
investment vehicles as it determines appropriate for the investment of
Members’ Accounts.
|
|
(b)
|
The
Administrative Committee may prescribe such rules and restrictions on the
investment of Members’ Accounts in any such investment vehicle as it deems
appropriate.
|
|
(c)
|
In
the event that the fees of any investment manager or investment advisor
are attributable to a particular investment vehicle, the Administrative
Committee may, in its discretion, determine how such expenses shall be
allocated among Members’ Accounts.
|
7.03
|
Investment
Direction.
|
|
(a)
|
The
Administrative Committee, or its designees, shall provide Members with
such information and materials with respect to the Investment Funds as may
be required by Section 404(c) of
ERISA.
|
|
(b)
|
A
Member shall have the right to direct the Administrative Committee to
invest his Account in any of the Investment Funds designated for
participant investment in accordance with Section 7.02 of the
Plan. A Member’s investment direction (or any change in his
investment direction) shall be made in the manner and in such form as the
Administrative Committee shall
direct.
|
|
(c)
|
A
Member’s investment election (or any change in his investment election)
shall be made in increments of 1
percent.
|
|
(d)
|
A
Member’s investment election shall remain in effect until the Member
properly files a change of election with the Administrative
Committee.
|
|
(e)
|
In
the event that any Member shall not have directed the investment of all or
a portion of the balance in his account at any time, the Member shall be
deemed to have directed that such balance be invested in such default
Investment Fund as selected by the Administrative Committee,
and such assets
shall remain in such Investment Fund until such time as the Member directs
otherwise.
|
|
(f)
|
A
Member may change his investment election with respect to existing
investments, new contributions, or both, effective as of any business
day. Such change must be made in writing or in accordance with
such other methods as may be established by the Administrative Committee
in accordance with the requirements of Section 404(c) of ERISA and shall
be effective as soon as administratively practicable following the
election.
|
8.01
|
Voluntary
Contribution Account.
|
8.02
|
Employer
Contribution Account.
|
|
(a)
|
Upon
a Member’s Total Disability, death, or attainment of his Normal Retirement
Age while an Employee, his interest in his Employer Contribution Account
shall be fully vested and
nonforfeitable.
|
|
(i)
|
If
a Member who has not performed one Hour of Service after April 30, 2007
terminates employment before attaining his Normal Retirement Age for any
reason other than Total Disability or death, his vested interest in his
Employer Contribution Account shall be determined in accordance with the
following schedule:
|
Completed Years of Service
|
Vested Interest
|
|||
Less
than 3
|
0 | % | ||
3
|
20 | % | ||
4
|
40 | % | ||
5
|
60 | % | ||
6
|
80 | % | ||
7
or more
|
100 | % |
|
(ii)
|
If
a Member who has performed at least one Hour of Service after April 30,
2007 terminates employment before attaining his Normal Retirement Age for
any reason other than Total Disability or death, his vested interest in
his Employer Contribution Account shall be determined in accordance with
the following schedule:
|
Completed Years of Service
|
Vested Interest
|
|||
Less
than 2
|
0 | % | ||
2
|
20 | % | ||
3
|
40 | % | ||
4
|
60 | % | ||
5
|
80 | % | ||
6
or more
|
100 | % |
8.03
|
Forfeiture.
|
8.04
|
Restoration
of Forfeitures.
|
|
(a)
|
In
the case of a Member who received a distribution of his entire vested
Account balance under the Plan and who is rehired by a Participating
Employer in employment covered under the Plan, then the amount forfeited
pursuant to Section 8.03 shall be restored if the Eligible Employee repays
the full amount of the distribution before the earlier
of:
|
|
(i)
|
5
years after the first date on which the Member is subsequently reemployed;
or
|
|
(ii)
|
the
date the Member incurs 5 consecutive Breaks in Service following the date
of the distribution.
|
|
(b)
|
In
the case of a Member who is deemed to have received a distribution of his
entire, vested interest under the Plan and who is rehired by a
Participating Employer, then the amount forfeited pursuant to Section 8.03
shall be restored if the Member again is rehired by the Participating
Employer before the date on which he incurs 5 consecutive Breaks in
Service.
|
|
(c)
|
A
Member who is reemployed by an Affiliated Company after the occurrence of
5 consecutive Breaks in Service shall not have any restoration rights with
respect to the previously forfeited balance in his Employer Contribution
Account.
|
8.05
|
Application
of Forfeitures.
|
|
(a)
|
Forfeitures
of Employer Contributions shall be used to pay Plan expenses or reduce the
amount of Employer Contributions which are to be made by the Participating
Employer for the following Plan
Year.
|
|
(b)
|
If
an amount must be restored to a reemployed Member’s Employer Contribution
Account in accordance with Section 8.04, such restoration shall be made,
as directed by the Administrative Committee, from forfeitures attributable
to, or net income of the Trust which would otherwise be allocated to
Members employed by such Participating Employer, and/or from a
contribution made by such Participating Employer for that
purpose.
|
8.06
|
Change
in Vesting Schedule.
|
|
(a)
|
60
days after the amendment is
adopted;
|
|
(b)
|
60
days after the amendment becomes effective;
or
|
|
(c)
|
60
days after the Member is issued written notice of the amendment by the
Administrative Committee.
|
9.01
|
General.
|
9.02
|
Eligibility
for Loan.
|
|
(a)
|
The
Member must be actively employed by a Participating Employer and must have
completed at least 5 Years of
Service.
|
|
(b)
|
The
Member must establish to the satisfaction of the Administrative Committee
that a loan is needed to meet an immediate and heavy financial need caused
by a serious illness, accident, or catastrophe incurred
by
|
|
(i)
|
the
Member, or
|
|
(ii)
|
any
of the following individuals if the individual received over one-half of
their support from the Member for the entire twelve month-period prior to
the date on which such loan is
requested:
|
|
(A)
|
the
Member’s spouse, if living with the
Member,
|
|
(B)
|
the
Member’s sons and daughters, both natural and legally
adopted,
|
|
(C)
|
the
Member’s parents or grandparents,
or
|
|
(D)
|
the
Member’s brothers or sisters, provided that their principal place of
residence prior to the date that the loan is requested is the Member’s
household.
|
9.03
|
Minimum
and Maximum Loan Amount.
|
|
(a)
|
$50,000
reduced by the excess (if any) of
|
|
(i)
|
the
highest outstanding balance of loans from the Plan to the Member during
the one-year period ending on the day before the date the loan is made,
over
|
|
(ii)
|
the
outstanding balance of loans from the Plan to the Member on the date the
loan is made; or
|
|
(b)
|
50%
of the current balance of the vested portion of the Member’s Employer
Contribution Account, determined as of the most recent Valuation Date
occurring prior to the date on which the loan is
made.
|
9.04
|
Loan
Terms.
|
|
(a)
|
A
loan to a Member shall be made on loan application forms designated by the
Administrative Committee and shall be evidenced by the Member’s recourse
promissory note in the form prescribed by the Administrative
Committee.
|
|
(b)
|
The
period for repayment of a loan shall not exceed 5
years.
|
|
(c)
|
The
annual interest rate on loans will be One Percent plus the Prime Lending
Rate stated in the Money Rates section of
The Wall Street
Journal
on the first business day of the month in which the loan
application is approved by the Administrative
Committee.
|
|
(d)
|
Loan
repayments of principal and interest shall be amortized in level payments
payable each payroll period over the term of the loan and, for Employees,
shall be made by payroll deduction; provided, that a Member who is on an
approved leave of absence shall continue to repay the loan through monthly
payments of principal and interest due on the first day of each
month. Loan repayments shall commence with the first full pay
period following the date on which the loan is
received.
|
|
(e)
|
Partial
or full loan prepayments may be made at any time, provided that the
minimum prepayment must be at least $1,000 or, if smaller, the outstanding
balance of the loan. Partial prepayments will first be credited
against accrued interest and then against outstanding principal on the day
the prepayment is received.
|
9.05
|
Collateral.
|
9.06
|
Treatment
of Loan Payments.
|
9.07
|
Default.
|
|
(a)
|
A
Member shall be considered to be in default if the Member (i) misses three
consecutive scheduled monthly repayments or (ii) fails to make an
installment payment when due and does not make that installment period by
the last day of the calendar quarter following the calendar quarter in
which it was due (or any shorter grace period established by the
Administrative Committee).
|
|
(b)
|
If
a loan is in default and not cured, it shall become immediately due and
payable as of the last day of the month in which it is declared in
default. If the default is not cured within 30 days, in
addition to any other remedies permitted by law, any outstanding Plan loan
balance (including interest accrued and unpaid thereon) to the Member may
be charged against the Member’s Account at such time as the Member is
permitted to obtain a distribution or withdrawal from his Account under
the terms of the Code (without regard to limitations in the Plan that are
narrower than required by the Code and without regard to whether or not
the Member has attained age 59-1/2 or terminated employment, and whether
or not such charge is on account of any financial hardship of the
Member). The outstanding loan balance shall be treated as
repaid to the extent of such charge. The amount of any default
will be treated as a “deemed distribution” within the meaning of Section
72(p) of the Code, and shall be treated as a distribution to the extent of
any charge against the Member’s Account. The Plan
Administrative Committee will have the legal rights and remedies of a
creditor in collecting the remaining amount of any outstanding loan not
satisfied by a charge against the Member’s
Account.
|
9.08
|
Termination
of Employment.
|
10.01
|
Withdrawals
of Voluntary Contributions.
|
10.02
|
General
Rules Applying to Withdrawals of Voluntary
Contributions.
|
|
(a)
|
In
the case of a married Member who became a participant in the Plan prior to
May 1, 1995, no payment shall be made to such Member without the written
consent of the Member’s spouse. Any written consent required of
a Member’s spouse shall acknowledge the effect of the consent and shall be
witnessed by a representative designated by the Administrative Committee
or a notary public. The consent of a spouse shall not be
required if the Administrative Committee determines that the spouse cannot
be located or that the Code and ERISA otherwise do not require such
consent.
|
|
(b)
|
Distribution
of any withdrawal under this Article shall be made as soon as practicable
following the Administrative Committee’s approval of the application for
the withdrawal.
|
|
(c)
|
A
Member may not make a withdrawal from his Account more often than once in
any Plan Year or at such other times as may be permitted pursuant to
uniform rules prescribed by the Administrative
Committee.
|
|
(d)
|
Any
withdrawal made under this Article 10 shall be at least in the amount of
$1,000, or, if smaller, the balance credited to the Member’s Voluntary
Contributions Account.
|
10.03
|
Distributions
after Attaining Age 70-1/2
|
11.01
|
Termination
of Employment Prior to Normal Retirement
Age.
|
|
(a)
|
If
the vested balance of the Member’s Account does not exceed $1,000 (or
$5,000, effective prior to March 28, 2005), distribution shall be made as
soon as practicable after the Valuation Date next following the
termination of employment.
|
|
(b)
|
If
the vested balance of a Member’s Account exceeds $1,000 (or $5,000,
effective prior to March 28, 2005), no distribution will be made without
the prior written consent of the Member. If such consent is not
given, distribution shall be made as soon as practicable following the
earlier of:
|
|
(i)
|
the
date on which the Administrative Committee receives a properly completed
distribution election form; or
|
|
(ii)
|
as
soon as practicable after the later of the Valuation Date following the
Member’s attainment of his Normal Retirement Age or the expiration of the
90-day period beginning on the date on which the Administrative Committee
provides the notices required by Section 402(f) of the Code and Section
1.411(a)-11(c) of the Income Tax Regulations to the
Member.
|
11.02
|
Termination
of Employment At or After Normal Retirement
Age.
|
|
(a)
|
the
date on which the Administrative Committee receives a properly completed
distribution election form; or
|
|
(b)
|
the
expiration of the 180-day period beginning on the date on which the
Administrative Committee provides the notices required by Section 402(f)
of the Code and Section 1.411(a)-11(c) of the Income Tax Regulations to
the Member.
|
11.03
|
Death.
|
|
(a)
|
In
the event a Member dies before payment of his Account begins, his
Beneficiary (as determined in accordance with Section 11.08 below) shall
be entitled to receive distribution of the Account as of the Valuation
Date coincident with or next following his death. Distribution
shall be made as soon as practicable following the earlier
of:
|
|
(i)
|
the
date on which the Administrative Committee receives a properly completed
distribution election form; or
|
|
(ii)
|
the
expiration of the 90-day period beginning on the date on which the
Administrative Committee provides the notices required by Section 402(f)
of the Code and Section 1.411(a)-11(c) of the Income Tax Regulations to
the designated Beneficiary.
|
11.04
|
Form
of Payment .
|
11.05
|
Direct
Transfer of Eligible Rollover
Distribution.
|
|
(a)
|
Definitions.
|
|
(i)
|
Eligible
rollover distribution: An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee’s designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; the portion of any
distribution that is not includible in gross income. For
purposes of the direct rollover provisions in this Section 11.07, and any
amount that is distributed on account of hardship shall not be an eligible
rollover distribution. Notwithstanding the foregoing, a portion
of a distribution shall not fail to be an eligible rollover distribution
merely because the portion consists of after-tax employee contributions
which are not includible in gross income. However, such portion
consisting of after-tax contributions may be transferred only to an
individual retirement account or annuity described in Code Section 408(a)
or (b), or to a qualified defined contribution plan described in Code
Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible. 2009 RMDs and Extended
2009 RMDs (as such terms are defined in Section 17.06 of the Plan) will
not be treated as eligible rollover distributions in
2009.
|
|
(ii)
|
Eligible
retirement plan: An eligible retirement plan is an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity
plan described in Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts the distributee’s
eligible rollover distribution, an annuity contract described in
Section 403(b) of the Code and an eligible plan under
Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from the
Plan. This definition of eligible retirement plan shall also
apply in the case of a distribution to a surviving Spouse, or to a Spouse
or former Spouse who is the alternate payee under a qualified
domestic relation order, as defined in Section 414(p) of the
Code. Effective with respect to distributions made after
December 31, 2007, an “eligible retirement plan” shall also mean a Roth
IRA described in Code Section 408A. Effective with respect to
distributions made after December 31, 2009, in the case of an eligible
rollover distribution to a nonspousal distributee (a ”Nonspouse
Rollover”), an eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code that was
established for the purpose of receiving the distribution on behalf of
such nonspousal distributee. In order for such eligible
retirement plan to accept a Nonspouse Rollover on behalf of a nonspousal
distributee, (1) a direct trustee-to-trustee transfer must be made to such
eligible retirement plan and shall be treated as an eligible rollover
distribution for purposes of the Code, (2) the individual retirement plan
shall be treated as an inherited individual retirement account or
individual retirement annuity (within the meaning of Section 408(d)(3)(C)
of the Code) for purposes of the Code, and (3) Section 401(a)(9)(B) of the
Code (other than clause (iv) thereof) shall apply to such
plan.
|
|
(iii)
|
Distributee: A
distributee includes a Member or former Member. In addition,
the Member or former Member’s surviving spouse and the Member or former
Member’s spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of
the Code, are distributees with regard to the interest of the spouse or
former spouse. Effective with respect to distributions made
after December 31, 2009, a distributee shall include a Member’s designated
beneficiary who is not the Member’s spouse or former spouse (“nonspousal
distributee”).
|
|
(iv)
|
Direct
rollover: A direct rollover is a payment by the plan to the
eligible retirement plan specified by the
distributee.
|
11.06
|
Beneficiary
Designation.
|
|
(a)
|
Each
Member may designate, in the form and manner prescribed by the
Administrative Committee, one or more persons as the Beneficiary of his
Account; provided, however, that if the Member is survived by a spouse,
such spouse shall be the Member’s sole Beneficiary unless the spouse
consents, in writing and in a form prescribed by the Administrative
Committee, to the Member’s designation of one or more other persons to be
the Beneficiary of all or a portion of the Member’s
Account. Any Beneficiary designation made by a Member may be
changed or revoked by the Member at any time or from time to time during
his lifetime; provided, however, that any such change or revocation shall
not reduce the portion of the Account payable to his spouse without the
written consent of the spouse. Any written consent required of
a Member’s spouse shall acknowledge the effect of the consent and shall be
witnessed by a representative designated by the Administrative Committee
or a notary public. The consent of a spouse shall not be
required if the Administrative Committee determines that the spouse cannot
be located or that the Code and ERISA otherwise do not require such
consent.
|
|
(b)
|
if
no Beneficiary is designated or survives the Member, the balance of his
Account shall be paid to his issue per stirpes; provided, that if there is
no surviving issue, the Account shall be paid to his
estate.
|
11.07
|
Special
Distribution Rules.
|
|
(a)
|
If
a Member elects to have his Account distributed in installments, the
amount to be so distributed each year must be at least equal to the
quotient obtained by dividing the Member’s benefit by the life expectancy
of the Member and his Beneficiary. Life expectancy and joint
and last survivor expectancy shall be computed by the use of the return
multiples contained in Section 1.72-9 of the Income Tax
Regulations. For purposes of this computation, a Member’s life
expectancy, may be recalculated no more frequently than annually; however,
the life expectancy of a Beneficiary, other than the Member’s spouse, may
not be recalculated. If the Member’s spouse is not the
Beneficiary, the method of distribution selected must assure that at least
50% of the present value of the amount available for distribution is paid
within the life expectancy of the
Member.
|
|
(b)
|
In
the event a Member dies after the commencement of the payment of benefits
under the Plan, the remaining portion of such benefits will continue to be
distributed at least as rapidly as under the method of distribution being
used prior to the Member’s death.
|
|
(c)
|
The
Administrative Committee may establish rules permitting a Member or
Beneficiary who is receiving payment of benefits in installments to elect
to have the balance of the benefits distributed in a single lump sum
payment.
|
12.01
|
Plan
Administrator.
|
12.02
|
Administrative
Committee’s Authority and Powers.
|
|
(a)
|
The
Administrative Committee shall have the exclusive right and full authority
and power, in its sole and absolute discretion, to apply, interpret,
administer and construe the Plan and any other Plan documents and to
decide all matters arising in connection with the operation or
administration of the Plan. Without limiting the generality of
the foregoing, the Administrative Committee shall have the following
powers and duties:
|
|
(i)
|
To
formulate, interpret, apply and enforce such rules, regulations and
policies as it deems necessary or proper to administer the
Plan;
|
|
(ii)
|
To
process, and approve or deny, benefit claims and rule on any benefit
exclusions and determine the standard of proof in any
case;
|
|
(iii)
|
To
interpret the Plan, its interpretation thereof to be final and conclusive
on all persons claiming benefits under the Plan. The
Administrative Committee also has discretion and authority to interpret
Plan terms to reflect the Plan sponsor's intent. In the event
of a scrivener's error that renders a Plan term inconsistent with the Plan
sponsor's intent, the Plan sponsor's intent controls, and any inconsistent
Plan term is made expressly subject to this
requirement;
|
|
(iv)
|
To
take all actions and make all decisions with respect to the eligibility
for, and the amount of, benefits payable under the
Plan;
|
|
(v)
|
To
decide all questions, including legal or factual questions, relating to
the Plan or the calculation and payment of benefits under the
Plan;
|
|
(vi)
|
To
resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents;
and
|
|
(vii)
|
To
exercise all other powers specified in the
Plan.
|
|
(b)
|
All
determinations and interpretations made by the Administrative Committee
with respect to any matter arising under the Plan and any other Plan
documents shall be final and binding on all affected Members (and their
Beneficiaries) and other individuals claiming benefits under the
Plan. Any determination made by the Administrative Committee
shall be given deference in the event it is subject to judicial review and
shall be overturned only if it is arbitrary and capricious. The
Administrative Committee may delegate any other such duties or powers as
it deems necessary to carry out the administration of the Plan and may
adopt such rules for the conduct of its affairs as it deems
appropriate.
|
12.03
|
Delegation
of Duties and Employment or Agents.
|
12.04
|
Expenses.
|
12.05
|
Compensation.
|
12.06
|
Exercise
of Discretion.
|
12.07
|
Fiduciary
Liability.
|
|
(a)
|
any
action or failure to act,
|
|
(b)
|
the
payment of any amount under the
Plan,
|
|
(c)
|
any
mistake of judgment made by him or on his behalf,
or
|
|
(d)
|
any
omission or wrongdoing of any member of the Administrative
Committee. No member of the Administrative Committee shall be
personally liable under any contract, agreement, bond, or other instrument
made or executed by him or on his behalf as a member of the Administrative
Committee.
|
12.08
|
Indemnification
by Participating Employers.
|
12.09
|
Plan
Participation by Fiduciaries.
|
12.10
|
Missing
Persons.
|
12.11
|
Claims
Procedure.
|
|
(a)
|
All
claims for benefits under the Plan by a Member or his Beneficiary with
respect to benefits not received by such person shall be made in writing
to the Administrative Committee, which shall review such
claims. A decision regarding the claim will be made by the
Administrative Committee within ninety (90) days from the date the claim
is received by the Administrative Committee, unless it is determined that
special circumstances require an extension of time for processing the
claim, not to exceed an additional ninety (90) days. If such an
extension is required, written notice of the extension will be furnished
to the claimant prior to expiration of the initial 90-day
period. The notice of extension will indicate the special
circumstances requiring the extension of time and the date by which the
Administrative Committee expects to make a determination with respect to
the claim. If the extension is required due to the claimant’s
failure to submit information necessary to decide the claim, the period
for making the determination will be tolled from the date on which the
extension notice is sent to the claimant until the date on which the
claimant responds to the Plan’s request for
information.
|
|
(b)
|
A
claimant whose application for benefits under the Plan has been denied, in
whole or in part, will be provided with written notice of the
determination, setting, forth: (i) the specific reason(s) for
the adverse benefit determination, with references to the specific Plan
provisions on which the determination is based; (ii) a description of
any additional material or information necessary for the claimant to
perfect the claim (including an explanation as to why such material or
information is necessary); and (iii) a description of the Plan’s review
procedures and the applicable time limits, as well as a statement of the
claimant’s right to bring a civil action under ERISA following an adverse
benefit determination on review.
|
|
(c)
|
If
an adverse benefit determination is made by the Administrative Committee,
the claimant (or his/her authorized representative) may request a review
of the determination. All requests for review must be sent in
writing to the Administrative Committee within sixty (60) days after
receipt of the notice of denial or other adverse benefit
determination. In connection with the request for review, the
claimant (or his duly authorized representative) may submit written
comments, documents, records, and other information relating to the
claim. In addition, the claimant will be provided, upon written
request and free of charge, with reasonable access to (and copies of) all
documents, records, and other information relevant to the
claim. The review by the Administrative Committee will take
into account all comments, documents, records, and other information
submitted by the claimant relating to the
claim.
|
|
(d)
|
A
decision on review will be made by the Administrative Committee within
sixty (60) days after receipt of the claimant’s request for review, unless
the Administrative Committee determines that special circumstances require
an extension of time for processing the request for review, in which case
the decision will be made within an additional sixty (60)
days. The claimant will be notified in advance of any such
extension. The notice will describe the special circumstances
requiring the extension, and will inform the claimant of the date as of
which the determination will be made. If the extension is
required due to the claimant’s failure to submit information necessary to
decide the claim, the period for making the determination will be tolled
from the date on which the extension notice is sent to the claimant until
the date on which the claimant responds to the Plan’s request for
information.
|
|
(e)
|
The
claimant will be notified in writing of the determination on
review. If an adverse benefit determination is made on review,
the notice will include: (i) the specific reason(s) for the
determination, with references to the specific Plan provisions on which it
is based; (ii) a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to (and copies of) all
documents, records and other information relevant to the claim; and (iii)
a statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA. The decision of the Administrative Committee
on review shall be final and binding on all
parties.
|
13.01
|
Amendment.
|
|
(a)
|
no
amendment that materially affects the Trustee’s duties shall be effective
without the written consent of the
Trustee;
|
|
(b)
|
no
amendment shall cause the Trust Fund to be used other than for the
exclusive benefit of Members and their Beneficiaries;
and
|
|
(c)
|
no
amendment shall eliminate or reduce a “Section 411(d)(6) Protected
Benefit” within the meaning of Section 1.41 l(d)-4 of the Income Tax
Regulations except to the extent permitted by Section 411(d)(6) of the
Code and the regulations
thereunder.
|
13.02
|
Right
to Terminate Plan.
|
13.03
|
Consequences
of Termination.
|
|
(a)
|
If
the Plan is terminated in whole or in part, the interest of each Member
affected by the termination in his Account will become fully vested and
nonforfeitable as of the date of the
termination.
|
|
(b)
|
If
the Plan is terminated in whole or in part, the Administrative Committee
shall determine the date and manner of distribution of all Members’
Accounts.
|
|
(c)
|
The
Administrative Committee shall give prompt notice to each Member (or, if
deceased, his Beneficiary) affected by the Plan’s complete or partial
termination.
|
14.01
|
Participation.
|
14.02
|
Delegation
of Powers and Authority.
|
14.03
|
Termination
of Participation.
|
|
(a)
|
The
participation of any Participating Employer in the Plan shall terminate
(i) automatically at such time that it is no longer an Affiliated
Company, (ii) at such time as determined in the sole discretion of the
Administrative Committee.
|
|
(b)
|
The
Administrative Committee shall notify the Trustee in writing of the
termination of the Plan as to any Participating Employer, and the Trustee
shall not accept any further contributions under the Plan from such
Participating Employer and shall set aside in a separate account such part
of the Trust Fund as the Administrative Committee shall, pursuant to
paragraph (c), determine to be held for the benefit of eligible employees
of the Participating Employer (and their beneficiaries), as of the last
day of the Plan Year which is such Participating Employer’s termination
date under the Plan.
|
|
(d)
|
The
Trust shall continue as to any Participating Employer, despite receipt by
the Trustee of notice of termination of the Plan as to such Participating
Employer, for such time as may be necessary to effect such
termination. Upon receipt by the Trustee from the
Administrative Committee of notice to terminate the Trust as to such
Participating Employer, the Trustee shall, with reasonable promptness
after receipt of such notice, arrange for the orderly distribution, in
accordance with written instructions of the Administrative Committee which
shall be given in conformity with the provisions of the Plan and ERISA, of
the assets segregated with respect to such Participating Employer pursuant
to this Article 14.
|
15.01
|
Applicability.
|
15.02
|
Definitions.
|
|
(a)
|
“Determination Date”
means (i) the last day of the preceding Plan Year, or (ii) in
the case of the first Plan Year, the last day of such Plan
Year.
|
|
(b)
|
“Employer”
means the
Company and all Affiliated
Companies.
|
|
(c)
|
“Key Employee”
means any
Employee or former Employee (including a deceased Employee) of the
Employer who at any time during the Plan Year that includes the
Determination Date was:
|
|
(i)
|
an
officer of the Employer having annual compensation greater than $150,000
(as adjusted under Section 416(i)(1) of the
Code).
|
|
(ii)
|
a
5% owner; or
|
|
(iii)
|
a
1% owner having annual compensation from the Employer in excess of
$150,000.
|
|
(d)
|
“Permissive Aggregation Group”
means the Required Aggregation Group of plans plus any other plan
or plans of the Participating Employer which, when considered as a group
with the Required Aggregation Group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the
Code.
|
|
(e)
|
“Required Aggregation Group”
means (i) each qualified plan of the Participating Employer in
which at least one Key Employee participates or participated at any time
during the determination period (regardless of whether the plan has
terminated), and (ii) any other qualified plan of the Participating
Employer which enables a plan described in clause (i) to meet the
requirements of Section 401(a)(4) or 410 of the
Code.
|
|
(f)
|
“Top-Heavy Plan”
means
with respect to any Plan Year, this plan if any of the following
conditions exist:
|
|
(i)
|
If
the Top-Heavy Ratio for this Plan exceeds 60% and this Plan is not part of
any Required Aggregation Group or Permissive Aggregation Group of
plans;
|
|
(ii)
|
If
this Plan is a part of a Required Aggregation Group of plans but not part
of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of
plans exceeds 60%; or
|
|
(iii)
|
If
this Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds
60%.
|
|
(g)
|
“Top-Heavy Ratio”
means
as follows:
|
|
(i)
|
If
the Participating Employer maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and the
Participating Employer has not maintained any defined benefit plan which
during the 5-year period ending on the Determination Date(s) has or has
had accrued benefits, the Top-Heavy Ratio for this Plan alone or for the
Required or Permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the account balances of all Key Employees
as of the Determination Date(s) (including any part of any account balance
distributed in the 5-year period ending on the Determination Date(s), and
the denominator of which is the sum of all account balances (including any
part of any account balance distributed in the 5-year period ending on the
Determination Date(s), both computed in accordance with Section 416 of the
Code and the regulations thereunder. Both the numerator and
denominator of the Top-Heavy Ratio are increased to reflect any
contribution not actually made as of the determination date, but which is
required to be taken into account on that date under Section 416 of the
Code and the regulations
thereunder.
|
|
(ii)
|
If
the Participating Employer maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and the
Participating Employer maintains or has maintained one or more defined
benefit plans which during the 5-year period ending on the Determination
Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any
Required or Permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of account balances under the aggregated
defined contribution plan or plans for all Key Employees, determined in
accordance with clause (i) above, and the present value of accrued benefit
under the aggregated defined benefit plan or plans for all Key Employees
as of the Determination Date(s), and the denominator of which is the sum
of the account balances under the aggregated defined contribution plan or
plans for all participants, determined in accordance with clause (i)
above, and the present value of accrued benefits under the defined benefit
plan or plans for all participants as of the Determination Date(s), all
determined in accordance with Section 416 of the Code and the regulations
thereunder. The accrued benefits under a defined benefit plan
in both the numerator and denominator of the Top-Heavy Ratio are increased
for any distribution of any accrued benefit made in the five-year period
ending on the Determination
Date.
|
|
(iii)
|
For
purposes of clauses (i) and (ii) above, the value of account balances and
the present value of accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the
Code and the regulations thereunder for the first and second plan years of
a defined benefit plan. The account balances and accrued
benefits of a participant (A) who is not a Key Employee but who was a Key
Employee in a prior year, or (B) who has not been credited with at least
one Hour of Service with any Employer maintaining the plan at any time
during the 5-year period ending on the Determination Date will be
disregarded. The calculation of the Top-Heavy ratio, and the
extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
regulations thereunder. Deductible employee contributions will
not be taken into account for purposes of computing the top-heavy
ratio. When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the Determination
Dates that fall within the same calendar
year.
|
|
(iv)
|
Notwithstanding
the foregoing, effective May 1, 2002, this subsection (h)(iv)
shall apply for purposes of determining the present values of accrued
benefits and the amounts of account balances of Employees as of the
Determination Date. The present value of accrued benefits and
the amounts of account balances of an Employee shall include, to the
extent not otherwise included, any amounts distributed to the Participant
or the Participant’s Beneficiary during the Plan Year under the Plan and
any plan aggregated with the Plan under Code Section 416(g)(2), during the
1-year period ending on the Determination Date. The preceding
sentence shall also apply to distributions under a terminated plan which,
had it not been terminated, would have been aggregated with the Plan under
Code Section 416(g)(2)(A)(i). In the case of a distribution
made for a reason other than severance from employment, death, or
disability, this provision shall be applied by substituting “5-year
period” for “1-year period.” The accrued benefit under a
defined benefit plan or the account balance under a defined contribution
plan with respect to any individual who has not performed services for an
Employer maintaining the plan at any time during the 1-year period ending
on the applicable Determination Date or with respect to a Participant who
is not a Key Employee for a Plan Year, although such person was a Key
Employee in a prior Plan Year, shall not be taken into
account.
|
15.03
|
Vesting
Requirement and Schedule.
|
|
(a)
|
For
any Plan Year during which the Plan is a Top-Heavy Plan, the following
Vesting Schedule shall apply to any Member who has been credited with an
Hour of Service after the Plan initially became a Top-Heavy
Plan:
|
Years of Service
|
Vested Interest
|
|||
Less
than 2 years
|
0 | % | ||
2
|
20 | % | ||
3
|
40 | % | ||
4
|
60 | % | ||
5
|
80 | % | ||
6
or more
|
100 | % |
|
(b)
|
If
the Plan ceases to be a Top-Heavy Plan, such change shall be considered to
be an amendment of the vesting schedule which is subject to the election
requirements in Section 8.06. In no event may a Member’s vested
interest be decreased as a result of a change in the Plan’s
status.
|
15.04
|
Minimum
Contribution.
|
|
(a)
|
If
a Member is a non-Key Employee on the last day of a Top-Heavy Plan Year,
and is not a participant in any other plan maintained by a Participating
Employer that provides him with such a minimum contribution or with a
comparable minimum accrual, the total of the employer contribution
allocated to such Member’s Account for such Top-Heavy Plan Year shall not
be less than 3% of his Compensation for the Top-Heavy Plan Year, the
Participating Employer has no defined benefit plan which designates the
Plan to satisfy Section 401(a)(4) or Section 410 of the Code and the
highest percentage obtained by dividing the sum of the employer
contribution made for the benefit of each Key Employee by the Key
Employee’s Compensation for such Year is less than 3%, such highest
percentage shall be substituted therefor in the preceding
clause.
|
|
(b)
|
In
the event a Member who is a non-Key Employee is covered under both a
defined contribution plan and a defined benefit plan maintained by a
Participating Employer, notwithstanding anything herein to the contrary,
the minimum contribution or benefit required by this Section 15.04 and by
Section 416 of the Code shall be deemed satisfied if any one of the
following rules are satisfied:
|
|
(i)
|
each
such Member receives the defined benefit minimum as specified in Section
416(c)(1) of the Code;
|
|
(ii)
|
the
defined benefit minimum (as defined in clause (i), above) is provided each
such Member by the defined benefit plan and is offset by the benefits
provided under the defined contribution
plan;
|
|
(iii)
|
the
defined contribution plan provides aggregate benefits at least comparable
to those provided by the defined benefit plan;
or
|
|
(iv)
|
if
contributions and forfeitures under the defined contribution plan equal 5%
of the Compensation for each Top-Heavy
Plan.
|
15.05
|
Compensation
Limitation.
|
16.01
|
Trust
Fund Sole Source of Payments for
Plan.
|
16.02
|
Exclusive
Benefit.
|
16.03
|
Non-Alienation.
|
16.04
|
Qualified
Domestic Relations Order.
|
16.05
|
Employment
Rights.
|
16.06
|
Return
of Contributions.
|
|
(a)
|
Except
as specifically provided in the Plan, under no circumstances shall any
funds contributed to the Trust Fund or any assets of the Trust Fund ever
revert to, or be used by, the Company or any Affiliated
Company.
|
|
(b)
|
Any
contributions made by a Participating Employer may be returned to the
Participating Employer if:
|
|
(i)
|
the
contribution is made by reason of a mistake of fact;
or
|
|
(ii)
|
the
contribution is conditioned on its deductibility for federal income tax
purposes (each contribution shall be deemed to be so conditioned unless
otherwise stated in writing by the Participating Employer) and such
deduction is disallowed;
|
16.07
|
Merger,
Consolidation or Transfer.
|
16.08
|
Applicable
Law.
|
16.09
|
Rules
of Construction.
|
16.10
|
Provisions
Inconsistent with Qualified Status.
|
17.01
|
General
Rules.
|
17.02
|
Time
and Manner of Distribution.
|
|
(a)
|
The
Member’s entire interest will be distributed, or begin to be distributed,
to the Member no later than the Member’s Required Beginning
Date.
|
|
(b)
|
If
the Member dies before distributions begin, the Member’s entire interest
will be distributed, or begin to be distributed, no later than as
follows:
|
|
(i)
|
If
the Member's surviving spouse is the Member’s sole designated Beneficiary,
then, unless the Plan provides for an earlier date, distributions to the
surviving spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Member died, or by
December 31 of the calendar year in which the Member would have attained
age 70½, if later.
|
|
(ii)
|
If
the Member’s surviving spouse is not the Member’s sole designated
Beneficiary, then, unless the Plan provides for an earlier date,
distributions to the designated Beneficiary will begin by December 31 of
the calendar year immediately following the calendar year in which the
Member died. With respect to lump sum distributions, the
preceding sentence shall not apply, and unless the Plan provides for an
earlier date, the Member’s entire interest will be distributed to the
designated Beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Member's
death.
|
|
(iii)
|
If
there is no designated Beneficiary as of September 30 of the year
following the year of the Member’s death, unless the Plan provides for an
earlier date, the Member’s entire interest will be distributed by December
31 of the calendar year containing the fifth anniversary of the Member's
death.
|
|
(iv)
|
If
the Member’s surviving spouse is the Member’s sole designated Beneficiary
and the surviving spouse dies after the Member but before distributions to
the surviving spouse begin, this Section 17.02(b), other than Section
17.02(b)(i), will apply as if the surviving spouse were the
Member.
|
|
(c)
|
Unless
the Member’s interest is distributed in the form of an annuity purchased
from an insurance company or in a single sum on or before the Required
Beginning Date, as of the first Distribution Calendar Year distributions
will be made in accordance with Sections 17.03 and 17.04 of this
Article. If the Member's interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder
will be made in accordance with the requirements of Section 401(a)(9) of
the Code and the Treasury
regulations.
|
17.03
|
Required
Minimum Distributions During Member’s Lifetime
.
|
|
(a)
|
During
the Member’s lifetime, the minimum amount that will be distributed for
each Distribution Calendar Year is the lesser
of:
|
|
(i)
|
the
quotient obtained by dividing the Member's Account Balance by the
distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of
the Member’s birthday in the Distribution Calendar Year;
or
|
|
(ii)
|
if
the Member’s sole designated Beneficiary for the Distribution Calendar
Year is the Member’s spouse, the quotient obtained by dividing the
Member’s Account Balance by the number in the Joint and Last Survivor
Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,
using the Member’s and spouse’s attained ages as of the Member’s and
spouse’s birthdays in the Distribution Calendar
Year.
|
|
(b)
|
Required
minimum distributions will be determined under this Section 17.03
beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Member’s date
of death.
|
17.04
|
Required
Minimum Distributions After Member’s
Death.
|
|
(a)
|
Death
On or After Date Distributions
Begin.
|
|
(i)
|
If
the Member dies on or after the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the Member’s death is
the quotient obtained by dividing the Member's Account Balance by the
longer of the remaining Life Expectancy of the Member or the remaining
Life Expectancy of the Member’s designated Beneficiary, determined as
follows:
|
(1)
|
The
Member’s
remaining Life Expectancy is calculated using the age of the Member in the
year of death, reduced by one for each subsequent
year.
|
(2)
|
If
the Member’s surviving spouse is the Member’s sole designated Beneficiary,
the remaining Life Expectancy of the surviving spouse is calculated for
each Distribution Calendar Year after the year of the Member’s death using
the surviving spouse’s age as of the spouse’s birthday in that
year. For Distribution Calendar Years after the year of the
surviving spouse’s death, the remaining Life Expectancy of the surviving
spouse is calculated using the age of the surviving spouse as of the
spouse’s birthday in the calendar year of the spouse’s death, reduced by
one for each subsequent calendar
year.
|
(3)
|
If
the Member’s surviving spouse is not the Member’s sole designated
Beneficiary, the designated Beneficiary’s remaining Life Expectancy is
calculated using the age of the Beneficiary in the year following the year
of the Member’s death, reduced by one for each subsequent
year.
|
|
(ii)
|
If
the Member dies on or after the date distributions begin and there is no
designated Beneficiary as of September 30 of the year after the year of
the Member’s death, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Member’s death is the
quotient obtained by dividing the Member's Account Balance by the Member’s
remaining Life Expectancy calculated using the age of the Member in the
year of death, reduced by one for each subsequent
year.
|
|
(b)
|
Death
Before Date Distributions Begin.
|
|
(i)
|
If
the Member dies before the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the Member’s death is
the quotient obtained by dividing the Member's Account Balance by the
remaining Life Expectancy of the Member’s designated Beneficiary,
determined as provided in Section 17.04(a). With respect to
lump sum distributions, the preceding sentence shall not apply, and unless
the Plan provides for an earlier date, the Member’s entire interest will
be distributed to the designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the Member's
death.
|
|
(ii)
|
If
the Member dies before the date distributions begin and there is no
designated Beneficiary as of September 30 of the year following the year
of the Member’s death, then, unless the Plan provides for an earlier date,
distribution of the Member's entire interest will be completed by December
31 of the calendar year containing the fifth anniversary of the Member's
death.
|
|
(iii)
|
If
the Member dies before the date distributions begin, the Member’s
surviving spouse is the Member’s sole designated Beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 17.02(b)(i), this Section 17.04(b) will
apply as if the surviving spouse were the
Member.
|
17.05
|
Definitions
for Purposes of this Article
|
|
(a)
|
“Designated
Beneficiary” shall mean the individual who is designated as the
Beneficiary under Section 11.08 of the Plan and is the designated
beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,
Q&A-4, of the Treasury
regulations.
|
|
(b)
|
“Distribution
Calendar Year” shall mean a calendar year for which a minimum distribution
is required. For distributions beginning before the Member’s
death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Member's
Required Beginning Date. For distributions beginning after the
Member’s death, the first Distribution Calendar Year is the calendar year
in which distributions are required to begin under Section
17.02(b). The required minimum distribution for the Member's
first Distribution Calendar Year will be made on or before the Member's
Required Beginning Date. The required minimum distribution for
other Distribution Calendar Years, including the required minimum
distribution for the D
istribution Calendar
Year in which the Member's Required Beginning Date occurs, will be made on
or before December 31 of that Distribution Calendar Year.
|
|
(c)
|
“Life
Expectancy” shall mean life expectancy as computed by use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury
regulations.
|
|
(d)
|
“Member’s
Account Balance” shall mean the Account Balance as of the last valuation
date in the calendar year immediately preceding the Distribution Calendar
Year (Valuation Calendar Year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account
Balance as of dates in the Valuation Calendar Year after the valuation
date and decreased by distributions made in the Valuation Calendar Year
after the valuation date. The Account Balance for the Valuation
Calendar Year includes any amounts rolled over or transferred to the Plan
either in the Valuation Calendar Year or in the Distribution Calendar Year
if distributed or transferred in the Valuation Calendar
Year.
|
|
(e)
|
“Required
Beginning Date” shall mean the April 1
st
of the calendar year following the later of (i) the calendar in which the
Member attains age 70-1/2, or (ii) the calendar year in which the Member
retires, provided however, that in the case of a Member who is a 5% owner
(as defined in Code Section 416(i)(1)(B)) at any time during the
5-Plan-Year period ending in the calendar year in which such Member
attains age 70-1/2, benefits payable to such 5% owner must commence no
later than the April 1
st
following the end of the calendar year in which such 5% owner attains age
70-1/2, or the April 1
st
following the end of any subsequent calendar year if he or she becomes a
5% owner during such subsequent calendar
year.
|
17.06
|
2009
Required Minimum Distributions
|
ADMINISTRATIVE
COMMITTEE OF THE VALUE LINE,
INC.
PROFIT SHARING AND SAVINGS PLAN
|
||
VALUE
LINE, INC.
|
|
|
|
Name:
|
|
Title:
|
|
INDEMNITEE
|
|
|
|
[Name
of Director]
|
Conduct
& Ethics Policy HMW
|
Page
1
|
|
1.
|
the
transaction involves compensation approved by the Company’s Compensation
Committee;
|
|
2.
|
the
transaction is available to all employees
generally;
|
|
3.
|
indebtedness
due from the Related Person for purchases of goods and services subject to
usual trade terms, for ordinary business travel and expense payments and
for other transactions in the ordinary course of business;
and
|
|
4.
|
the
interest of the Related Person arises solely from the ownership of the
Company's Common Stock and all holders of the Company's Common Stock
receive the same benefit on a pro rata
basis.
|
|
1.
|
any
person who is, or at any time since the beginning of the Company’s last
fiscal year was, a director or officer of the Company or a nominee to
become a director of the Company;
|
|
2.
|
any
person who is known to be the beneficial owner of more than 5% of the
Company's Common Stock;
|
|
3.
|
any
immediate family member of any of the foregoing persons, which means any
child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the director, executive officer, nominee or more than 5%
beneficial owner, and any person (other than a tenant or employee) sharing
the household of such director, executive officer, nominee or more than 5%
beneficial owner; and
|
|
4.
|
any
firm, corporation or other entity in which any of the foregoing persons is
employed or is a general partner or principal or in a similar position or
in which such person has a 5% or greater beneficial ownership
interest.
|
|
·
|
Any
employee, officer or director who authorizes, directs, approves or
participates in any violation of the Code or of any applicable law, rule
or regulation;
|
|
·
|
Any
employee, officer or director who has deliberately failed to report a
violation of the Code or of any applicable law, rule or regulation, who
has concealed any such violation or who has deliberately withheld or
misstated relevant information concerning such a
violation;
|
|
·
|
Any
employee, officer or director who retaliates, directly or indirectly, or
encourages others to do so, against any other employee, officer or
director because of a report by that person of a suspected violation of
the Code or of any applicable law, rule or
regulation;
|
|
·
|
Any
employee, officer or director who knowingly refers a false allegation of a
violation of the Code or of any applicable law, rule or regulation or who
deliberately abuses the procedures established for investigating suspected
violations of the Code; and
|
|
·
|
Any
employee, officer or director who refuses to return a signed certification
of the Code or who fails to return a signed certification of the Code
after reasonable opportunity to do
so.
|
Date:
|
|||
(Signature)
|
State
of
|
Percentage of Voting Securities
|
|||||
Incorporation
|
Owned By Registrant
|
|||||
Value
Line Publishing, Inc.
|
New
York
|
100%
|
||||
Compupower
Corporation
|
Delaware
|
100%
|
||||
EULAV
Securities, Inc.
|
New
York
|
100%
|
|
|||
The
Vanderbilt Advertising Agency, Inc.
|
New
York
|
100%
|
|
|||
Value
Line Distribution Center, Inc.
|
New
Jersey
|
100%
|
||||
|
||||||
EULAV
Asset Management, LLC
|
Delaware
|
100%
|
1.
|
I
have reviewed this annual report on Form 10-K of Value Line,
Inc;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: July
16, 2010
|
By:
|
s/ Howard A. Brecher
|
Howard
A. Brecher
|
||
Acting
Chairman & Acting
Chief Executive
Officer
|
||
(Principal
Executive Officer)
|
1.
|
I
have reviewed this annual report on Form 10-K of Value Line,
Inc;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: July
16, 2010
|
By:
|
s/ Mitchell E. Appel
|
Mitchell
E. Appel
|
||
Chief
Financial Officer
|
||
(Principal
Financial Officer)
|
|
1)
|
the
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended;
and
|
|
2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
Date: July
16, 2010
|
By:
|
s/ Howard A. Brecher
|
Howard
A. Brecher
|
||
Acting
Chairman & Acting Chief Executive Officer
|
||
(Principal
Executive Officer)
|
|
1)
|
the
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended;
and
|
|
2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
Date: July
16, 2010
|
By:
|
s/ Mitchell E. Appel
|
Mitchell
E. Appel
|
||
Chief
Financial Officer
|
||
(Principal
Financial Officer)
|