UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file Number 811-2260 -------- Value Line Leveraged Growth Investors , Inc. - --------------------------------------------------------- (Exact name of registrant as specified in charter) 220 East 42nd Street, New York, N.Y. 10017 - -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-907-1500 ------------ Date of fiscal year end: December 31, 2003 ----------------- Date of reporting period: June 30, 2003 ------------- Item I. Reports to Stockholders. - ------ ------------------------ A copy of the Semi-Annual Report to Stockholders for the period ended is included with this Form. Item 2. Code of Ethics - ------- -------------- Not applicable. Item 3. Audit Committee Financial Expert. - ------- --------------------------------- Not applicable. Item 9. Controls and Procedures. - ------- ------------------------ (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c) ) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information relating to the registrant is made known to such officers and are operating effectively. (b) The registrant's principal executive officer and principal financial officer have determined that there have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including corrective actions with regard to significant deficiencies and material weaknesses. Item 10. Exhibits. - -------- --------- (a) Not applicable. (b) (1) Certification pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT. (2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By /s/ Jean B. Buttner ----------------------- Jean B. Buttner, President Date: August 29, 2003 ------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Jean B. Buttner ----------------------- Jean B. Buttner, President, Principal Executive Officer By: /s/ David T. Henigson ----------------------- David T. Henigson, Vice President, Treasurer, Principal Financial Officer Date: August 29, 2003 ------------------------ ================================================================================ INVESTMENT ADVISER Value Line, Inc. ------------------ 220 East 42nd Street SEMI-ANNUAL REPORT New York, NY 10017-5891 ------------------ JUNE 30, 2003 DISTRIBUTOR Value Line Securities, Inc. ------------------ 220 East 42nd Street New York, NY 10017-5891 CUSTODIAN BANK State Street Bank and Trust Co. 225 Franklin Street Boston, MA 02110 SHAREHOLDER State Street Bank and Trust Co. SERVICING AGENT c/o NFDS P.O. Box 219729 Kansas City, MO 64121-9729 VALUE LINE LEVERAGED GROWTH INDEPENDENT PricewaterhouseCoopers LLP INVESTORS, INC. ACCOUNTANTS 1177 Avenue of the Americas New York, NY 10036 LEGAL COUNSEL Peter D. Lowenstein, Esq. Two Sound View Drive, Suite 100 Greenwich, CT 06830 DIRECTORS Jean Bernhard Buttner John W. Chandler Frances T. Newton Francis C. Oakley David H. Porter Paul Craig Roberts Marion N. Ruth Nancy-Beth Sheerr OFFICERS Jean Bernhard Buttner CHAIRMAN AND PRESIDENT Nancy L. Bendig VICE PRESIDENT Brett Mitstifer VICE PRESIDENT Stephen E. Grant [LOGO] VICE PRESIDENT VALUE LINE David T. Henigson NO-LOAD VICE PRESIDENT AND MUTUAL SECRETARY/TREASURER FUNDS Joseph Van Dyke ASSISTANT SECRETARY/TREASURER Stephen La Rosa ASSISTANT SECRETARY/TREASURER THE FINANCIAL STATEMENTS INCLUDED HEREIN HAVE BEEN TAKEN FROM THE RECORDS OF THE FUND WITHOUT EXAMINATION BY THE INDEPENDENT ACCOUNTANTS AND, ACCORDINGLY, THEY DO NOT EXPRESS AN OPINION THEREON. THIS UNAUDITED REPORT IS ISSUED FOR INFORMATION OF SHAREHOLDERS. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY A CURRENTLY EFFECTIVE PROSPECTUS OF THE FUND (OBTAINABLE FROM THE DISTRIBUTOR). #526702 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. TO OUR VALUE LINE LEVERAGED - -------------------------------------------------------------------------------- TO OUR SHAREHOLDERS: Equity market returns over the first half of 2003, particularly since the lows of mid-March, have been strong. During January and February, the threat of war with Iraq had a dampening effect on the market. However, with the fighting and bombing that marked the inception of the war on March 19th, the uncertainty that Wall Street finds so unsettling was eliminated. Thus began a rally that was further fueled by the short length of the war, which appeased those who were worried about the economic impact of a protracted engagement. For the first half of 2003, the Fund returned 7.73% versus 11.76% for the S&P 500(1). As of June 30, 2003, the portfolio remained more heavily invested in consumer discretionary stocks -- particularly retailers and homebuilders -- than the S&P 500. Earnings growth in this group has been strong, which reflects the powerful boost the consumer has provided to the economy during this multi-year bear market. While our concentration in retailing stocks was beneficial during the first quarter of 2003, many of these stocks suffered during the June quarter as investors questioned whether the consumer would continue to spend in the face of ongoing job cuts and a lackluster economy. The portfolio was also overweighted in the health care sector, as many names in this group have shown above-average growth rates. Here, we saw stock gains in the pharmaceutical, biotechnology, pharmacy benefit manager and managed care companies. The portfolio was less invested than its benchmark in those industries that are less favored by our Timeliness Ranking System. As a case in point, we had limited exposure to technology, both information technology and telecommunications services, which was clearly a hindrance as we saw many companies in these sectors produce large gains during the spring rally. However, the improvement in earnings necessary to move stocks in this group higher in the Timeliness Ranking System has not yet materialized; that is, stock prices have increased in advance of earnings growth, precluding us from participating more fully in the technology sector. In terms of positioning the portfolio, we believe that a recovery in the economy - -- however slowly that may unfold -- will buoy sectors beyond those dependent upon the consumer. Therefore, we will be making a concerted effort to continue shifting assets from the overweighted consumer discretionary area to the currently underweighted industrials and information technology sectors as they move up in the Value Line Timeliness Ranking System. These groups should benefit as corporations begin to spend again. First-quarter results were generally better than expected, and since then, there have been some signs that business activity is no longer declining. In the second quarter, upside earnings surprises were more prevalent than downward surprises. Revenue growth, however, remained somewhat elusive. Instead, improvements in profitability appear to be a function of the widespread business belt-tightening that we have seen over the past few years. Nonetheless, the potential for corporate profits in the future looks promising. That is, corporations have become so lean and cost-efficient that they should realize significant gains in a more favorable economic environment. We thank you for your continued confidence in Value Line. Sincerely, /s/ Jean Bernhard Buttner Jean Bernhard Buttner CHAIRMAN AND PRESIDENT August 22, 2003 - -------------------------------------------------------------------------------- (1) THE S & P 500 INDEX CONSISTS OF 500 STOCKS WHICH ARE TRADED ON THE NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE AND THE NASDAQ NATIONAL MARKET SYSTEM AND IS REPRESENTATIVE OF THE BROAD STOCK MARKET. THIS IS AN UNMANAGED INDEX AND DOES NOT REFLECT CHARGES, EXPENSES OR TAXES, AND IT IS NOT POSSIBLE TO DIRECTLY INVEST IN THIS INDEX. - -------------------------------------------------------------------------------- 2 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. GROWTH INVESTORS SHAREHOLDERS - -------------------------------------------------------------------------------- ECONOMIC OBSERVATIONS The U.S. economic recovery, which had been proceeding at an uninspiring pace for the better part of two years, showed a bit more spirit in the second quarter of this year, as the nation's gross domestic product increased at a modest 2.4% rate, pushed forward by a selective recovery in manufacturing, by strong housing demand, and by improving retail sales. True, there were still pockets of weakness around, most notably in the employment area, where non-farm payrolls declined further and the unemployment rate climbed above 6%. Overall, though, the economic picture at the end of the opening half was a lot brighter than it had been at the start of the year, when talk of a possible double-dip recession was still being heard. Now, as we make our way through the second half of 2003, we are starting to see evidence of a further improvement in business activity, with both the retail and manufacturing sectors strengthening even more, albeit still selectively, while housing remains resilient. The weak link in the recovery chain is still the employment situation, which, at best, is starting to show signs of stability following months of steady erosion. The ongoing support of the Federal Reserve, which continues to maintain its low-interest-rate policies, along with the earlier passage of a tax cut and fiscal stimulus package, should provide the additional help needed by the economy to push GDP growth up into the 3.5% to 4% range during the second half of the year. Inflation, meantime, remains muted, thanks, in part, to subdued labor costs. Adequate supplies of raw materials are also helping to keep the costs of production low. We caution, though, that as the U.S. economy moves further along the recovery trail over the next several years, some increase in pricing pressures may emerge. Absent a stronger long-term business recovery than we now envision, or a resumption of the earlier sharp rise in oil and gas prices stemming from a surprisingly long conflict in the Middle East, inflation should remain in check through the latter years of this decade. Long-term interest rates, which have moved higher recently, as the economy has perked up, should stabilize at modestly higher levels over the next several years. PERFORMANCE DATA:** AVERAGE ANNUAL GROWTH OF AN ASSUMED TOTAL RETURN INVESTMENT OF $10,000 ---------------- ---------------------- 1 year ended 6/30/03 ................ -8.83% $ 9,117 5 years ended 6/30/03 ............... -2.05% $ 9,016 10 years ended 6/30/03 ............... 9.08% $23,843 - -------------------------------------------------------------------------------- 3 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. PORTFOLIO HIGHLIGHTS AT JUNE 30, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- TEN LARGEST HOLDINGS VALUE PERCENTAGE ISSUE SHARES (IN THOUSANDS) OF NET ASSETS - -------------------------------------------------------------------------------------------- Johnson & Johnson .......................... 200,000 $10,340 3.0% Microsoft Corp. ............................ 400,000 10,244 3.0 Medtronic, Inc. ............................ 212,000 10,170 3.0 Citigroup, Inc. ............................ 235,500 10,079 2.9 Fifth Third Bancorp ........................ 174,000 9,977 2.9 Pfizer, Inc. ............................... 287,000 9,801 2.8 American International Group, Inc. ......... 175,000 9,657 2.8 Harley-Davidson, Inc. ...................... 230,500 9,188 2.7 Kohl's Corp. ............................... 172,500 8,863 2.6 Wal-Mart Stores, Inc. ...................... 162,000 8,694 2.5 FIVE LARGEST INDUSTRY CATEGORIES VALUE PERCENTAGE INDUSTRY (IN THOUSANDS) OF NET ASSETS - -------------------------------------------------------------------------------- Medical Supplies ............................. $35,175 10.2% Financial Services - Diversified ............. 27,791 8.1 Retail Store ................................. 24,568 7.1 Computer Software & Services ................. 24,035 7.0 Medical Services ............................. 18,761 5.4 FIVE LARGEST NET SECURITY PURCHASES* COST ISSUE (IN THOUSANDS) - -------------------------------------------------------------------------------- Noble Corporation ............................................. $3,529 Kinder Morgan, Inc. ........................................... 3,420 PepsiCo, Inc. ................................................. 3,410 Home Depot, Inc. (The) ........................................ 3,399 Avon Products, Inc. ........................................... 3,381 FIVE LARGEST NET SECURITY SALES* PROCEEDS ISSUE (IN THOUSANDS) - -------------------------------------------------------------------------------- AnnTaylor Stores Corp. ....................................... $7,415 Medtronic, Inc. .............................................. 5,260 Lowe's Companies, Inc. ....................................... 4,443 Fifth Third Bancorp .......................................... 4,438 Abercrombie & Fitch Co. Class "A" ............................ 3,686 * FOR THE SIX MONTH PERIOD ENDED 6/30/03 - -------------------------------------------------------------------------------- 4 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2003 - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - --------------------------------------------------------------- COMMON STOCKS (97.3%) ADVERTISING (1.4%) 65,000 Omnicom Group, Inc. .................. $4,661 AEROSPACE/DEFENSE (1.0%) 50,000 General Dynamics Corp. ............... 3,625 BANK (3.0%) 105,000 Wells Fargo & Co. .................... 5,292 100,000 Zions Bancorporation ................. 5,061 ------ 10,353 BANK -- MIDWEST (2.9%) 174,000 Fifth Third Bancorp .................. 9,977 BEVERAGE -- ALCOHOLIC (0.9%) 64,000 Anheuser-Busch Companies, Inc. ...................... 3,267 BEVERAGE -- SOFT DRINK (2.5%) 110,000 Coca-Cola Co. ........................ 5,105 78,500 PepsiCo, Inc. ........................ 3,493 ------ 8,598 BIOTECHNOLOGY (3.5%) 181,600 Amgen Inc.* .......................... 12,164 BUILDING -- MATERIALS (0.8%) 64,500 Jacobs Engineering Group, Inc.* ......................... 2,719 CHEMICAL -- SPECIALTY (1.5%) 94,000 Airgas, Inc. ......................... 1,575 110,500 International Flavors & Fragrances, Inc. ..................... 3,528 ------ 5,103 VALUE SHARES (IN THOUSANDS) - --------------------------------------------------------------- COMPUTER & PERIPHERALS (2.1%) 125,000 Dell Computer Corp.* ................. $3,995 40,000 International Business Machines Corp. ....................... 3,300 ------ 7,295 COMPUTER SOFTWARE & SERVICES (7.0%) 54,000 Adobe Systems, Inc. .................. 1,732 41,000 First Data Corp. ..................... 1,699 241,675 Fiserv, Inc.* ........................ 8,606 400,000 Microsoft Corp. ...................... 10,244 40,000 Symantec Corp* ....................... 1,754 ------ 24,035 DIVERSIFIED -- COMPANIES (0.5%) 25,000 Danaher Corp ......................... 1,701 DRUG (3.8%) 60,000 Forest Laboratories, Inc.* ........... 3,285 287,000 Pfizer, Inc. ......................... 9,801 ------ 13,086 EDUCATIONAL SERVICES (1.0%) 64,800 Education Management Corp.* .......... 3,446 ELECTRICAL EQUIPMENT (2.5%) 300,000 General Electric Co. ................. 8,604 ENTERTAINMENT TECHNOLOGY (1.3%) 60,000 Electronic Arts Inc.* ................ 4,439 - -------------------------------------------------------------------------------- 5 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. SCHEDULE OF INVESTMENTS (UNAUDITED) - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - --------------------------------------------------------------- FINANCIAL SERVICES -- DIVERSIFIED (8.1%) 175,000 American International Group, Inc. .............................. $9,657 235,500 Citigroup, Inc. .......................... 10,079 67,000 Federal Home Loan Mortgage Corp. ........................... 3,402 69,000 Federal National Mortgage Association ..................... 4,653 ------ 27,791 GROCERY (0.5%) 36,000 Whole Foods Market, Inc.* ................ 1,711 HOME APPLIANCE (1.0%) 55,000 Whirlpool Corp. .......................... 3,504 HOMEBUILDING (3.2%) 65,700 KB Home .................................. 4,072 65,000 Lennar Corp. Class "A" ................... 4,647 6,500 Lennar Corp. Class "B" ................... 447 28,100 Pulte Homes, Inc. ........................ 1,733 ------ 10,899 HOUSEHOLD PRODUCTS (2.6%) 57,000 Colgate-Palmolive Co. .................... 3,303 62,500 Procter & Gamble Co. (The) ............... 5,574 ------ 8,877 INDUSTRIAL SERVICES (0.7%) 89,000 Kroll, Inc.* ............................. 2,408 INSURANCE -- PROPERTY/ CASUALTY (0.8%) 34,500 Everest Re Group, Ltd .................... 2,639 MEDICAL SERVICES (5.4%) 269,000 HCA, Inc. ................................ 8,619 148,200 Laboratory Corp. of America Holdings* ................................ 4,468 135,000 Oxford Health Plans, Inc.* ............... 5,674 ------ 18,761 VALUE SHARES (IN THOUSANDS) - --------------------------------------------------------------- MEDICAL SUPPLIES (10.2%) 150,000 Biomet, Inc. ............................. $4,299 52,500 Cardinal Health, Inc. .................... 3,376 124,500 Fisher Scientific International, Inc.* ..................... 4,345 200,000 Johnson & Johnson ........................ 10,340 212,000 Medtronic, Inc. .......................... 10,170 46,000 St. Jude Medical, Inc.* .................. 2,645 ------ 35,175 NATURAL GAS -- DIVERSIFIED (1.0%) 62,500 Kinder Morgan, Inc. ...................... 3,416 OFFICE EQUIPMENT & SUPPLIES (1.1%) 200,000 Staples, Inc.* ........................... 3,670 OILFIELD SERVICES/ EQUIPMENT (1.9%) 88,000 BJ Services Co.* ......................... 3,287 96,000 Noble Corporation* ....................... 3,293 ------ 6,580 PETROLEUM -- PRODUCING (1.0%) 54,000 Apache Corp .............................. 3,513 PHARMACY SERVICES (1.0%) 50,000 Express Scripts Inc. Class "A"* .......... 3,410 RAILROAD (0.9%) 156,500 Norfolk Southern Corp. ................... 3,005 RECREATION (3.6%) 230,500 Harley-Davidson, Inc. .................... 9,188 169,000 Mattel, Inc. ............................. 3,197 ------ 12,385 - -------------------------------------------------------------------------------- 6 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. JUNE 30, 2003 - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - --------------------------------------------------------------- RESTAURANT (0.5%) 53,500 Cheesecake Factory, Incorporated (The)* .............. $ 1,920 RETAIL BUILDING SUPPLY (3.5%) 103,000 Home Depot, Inc. (The) ........... 3,411 198,500 Lowe's Companies, Inc. ........... 8,526 -------- 11,937 RETAIL -- SPECIAL LINES (4.1%) 131,500 Abercrombie & Fitch Co. Class "A"* ....................... 3,736 217,500 Bed Bath & Beyond Inc.* .......... 8,441 95,500 Gap, Inc. (The) .................. 1,792 -------- 13,969 RETAIL STORE (7.1%) 98,500 Costco Wholesale Corp.* .......... 3,605 172,500 Kohl's Corp.* .................... 8,863 90,000 Target Corp. ..................... 3,406 162,000 Wal-Mart Stores, Inc. ............ 8,694 -------- 24,568 THRIFT (1.4%) 120,000 Washington Mutual, Inc. .......... 4,956 TOBACCO (1.0%) 78,000 Altria Group, Inc ................ 3,544 TOILETRIES & COSMETICS (1.0%) 58,000 Avon Products, Inc ............... 3,608 -------- TOTAL COMMON STOCKS AND TOTAL INVESTMENT SECURITIES (97.3%) (COST $223,570,000) ............. $335,319 -------- VALUE PRINCIPAL (IN THOUSANDS AMOUNT EXCEPT PER (IN THOUSANDS) SHARE AMOUNT) - --------------------------------------------------------------- REPURCHASE AGREEMENT (3.1%) (INCLUDING ACCRUED INTEREST) $ 10,600 Collateralized by $7,010,000 U.S. Treasury Bonds 8.875%, due 8/15/17, with a value of $10,857,000 (with UBS Warburg LLC, 1.10%, dated 6/30/03, due 7/1/03, delivery value $10,600,324) ............ $ 10,600 EXCESS OF LIABILITIES OVER CASH AND OTHER ASSETS (-0.4%) ............... (1,482) -------- NET ASSETS (100.0%) ........... $344,437 ======== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER OUTSTANDING SHARE ($344,437,261 - 11,549,296 SHARES OF CAPITAL STOCK OUTSTANDING) ........... $ 29.82 ======== SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 7 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. STATEMENT OF ASSETS AND LIABILITIES AT JUNE 30, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE AMOUNT) ----------------- ASSETS: Investment securities, at value (Cost - $223,570) ............................ $335,319 Repurchase agreement (Cost - $10,600) ............................. 10,600 Cash ............................................ 98 Receivable for securities sold .................. 11,654 Dividends receivable ............................ 226 Receivable for capital shares sold .............. 27 Prepaid insurance and registration fees ......... 30 -------- TOTAL ASSETS .................................. 357,954 -------- LIABILITIES: Payable for securities purchased ................ 13,073 Payable for capital shares repurchased .......... 101 Accrued expenses: Advisory fee ................................. 211 Service and distribution plan fees payable .............................. 70 Other ........................................ 62 -------- TOTAL LIABILITIES ......................... 13,517 -------- NET ASSETS ...................................... $344,437 ======== NET ASSETS CONSIST OF: Capital stock, at $1.00 par value (authorized 50,000,000, outstanding 11,549,296 shares) ........................... $ 11,549 Additional paid-in capital ...................... 207,779 Accumulated net investment loss ................. (423) Undistributed net realized gain on investments ............................... 13,783 Net unrealized appreciation of investments ............................... 111,749 -------- NET ASSETS ...................................... $344,437 ======== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER OUTSTANDING SHARE ($344,437,261 - 11,549,296 SHARES OUTSTANDING) .......................... $ 29.82 ======== STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- (IN THOUSANDS) --------------- INVESTMENT INCOME: Dividends ................................... $ 1,428 Interest .................................... 16 -------- Total Income .......................... 1,444 -------- EXPENSES: Advisory fee ................................ 1,220 Service and distribution plan fees .......... 407 Transfer agent fees ......................... 69 Auditing and legal fees ..................... 30 Interest and commitment fee expense ......... 29 Printing .................................... 24 Custodian fees .............................. 21 Postage ..................................... 19 Insurance, dues and other ................... 15 Telephone ................................... 12 Registration and filing fees ................ 12 Directors' fees and expenses ................ 10 -------- Total Expenses Before Custody Credits ....................... 1,868 Less: Custody Credits .................... (1) -------- Net Expenses ............................. 1,867 -------- NET INVESTMENT LOSS ......................... (423) -------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net Realized Gain ...................... 22,253 Change in Net Unrealized Appreciation ........................ 2,039 -------- NET REALIZED GAIN AND CHANGE IN NET UNREALIZED APPRECIATION ON INVESTMENTS ........................... 24,292 -------- NET INCREASE IN NET ASSETS FROM OPERATIONS ............................... $23,869 ======== SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 8 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. STATEMENT OF CHANGES IN NET ASSETS FOR THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED JUNE 30, 2003 DECEMBER 31, (UNAUDITED) 2002 --------------- ------------- (IN THOUSANDS) OPERATIONS: Net investment loss ................................................. $ (423) $ (2,042) Net realized gain (loss) on investments ............................. 22,253 (7,965) Change in net unrealized appreciation ............................... 2,039 (119,473) ------------------------------- Net increase (decrease) in net assets from operations ............... 23,869 (129,480) ------------------------------- DISTRIBUTIONS TO SHAREHOLDERS: Net realized gain from investment transactions ...................... -- (4,705) ------------------------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares ........................................ 60,184 112,981 Proceeds from reinvestment of distributions to shareholders ......... -- 4,399 Cost of shares repurchased .......................................... (74,110) (144,395) ------------------------------- Net decrease from capital share transactions ........................ (13,926) (27,015) ------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS .............................. 9,943 (161,200) NET ASSETS: Beginning of period ................................................. 334,494 495,694 ------------------------------- End of period ....................................................... $ 344,437 $ 334,494 =============================== ACCUMULATED NET INVESTMENT LOSS, END OF PERIOD ....................... $ (423) $ -- =============================== SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 9 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Value Line Leveraged Growth Investors, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company whose sole investment objective is to realize capital growth. The Fund may employ "leverage" by borrowing money and using it for the purchase of additional securities. Borrowing for investment increases both investment opportunity and investment risk. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. (A) SECURITY VALUATION. Securities listed on a securities exchange and over-the-counter securities traded on the NASDAQ national market are valued at the closing sales prices on the date as of which the net asset value is being determined. In the absence of closing sales prices for such securities and for securities traded in the over-the-counter market, the security is valued at the midpoint between the latest available and representative asked and bid prices. Securities for which market quotations are not readily available or which are not readily marketable and all other assets of the Fund are valued at fair value as the Board of Directors may determine in good faith. Short-term instruments with maturities of 60 days or less, at the date of purchase are valued at amortized cost which approximates market value. (B) REPURCHASE AGREEMENTS. In connection with transactions in repurchase agreements, the Fund's custodian takes possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization, and/or retention of the collateral or proceeds may be subject to legal proceedings. (C) FEDERAL INCOME TAXES. It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies, including the distribution requirements of the Tax Reform Act of 1986, and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax or excise tax provision is required. (D) SECURITY TRANSACTIONS AND DISTRIBUTIONS. Security transactions are accounted for on the date the securities are purchased or sold. Interest income is accrued as earned. Realized gains and losses on sales of securities are calculated for financial accounting and federal income tax purposes on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. - -------------------------------------------------------------------------------- 10 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. JUNE 30, 2003 - -------------------------------------------------------------------------------- 2. CAPITAL SHARE TRANSACTIONS, DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Transactions in capital stock were as follows (IN THOUSANDS EXCEPT PER SHARE AMOUNTS): SIX MONTHS YEAR ENDED ENDED JUNE 30, 2003 DECEMBER 31, (UNAUDITED) 2002 --------------- ------------- Shares sold ........................ 2,190 3,162 Shares issued to shareholders in reinvestment of distributions ................... -- 157 ----- ----- 2,190 3,319 Shares repurchased ................. 2,725 4,134 ----- ----- Net decrease ....................... (535) (815) ===== ===== Distributions per share from net realized gains ......... $ -- $ .3934 ====== ======= 3. PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities, excluding short-term securities, were as follows: SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED) ----------------- (IN THOUSANDS) PURCHASES: Investment Securities .......... $73,441 ======= SALES: Investment Securities .......... $91,069 ======= 4. INCOME TAXES At June 30, 2003, information on the tax components of capital is as follows: (IN THOUSANDS) --------------- Cost of investment for tax purposes .......... $234,299 -------- Gross tax unrealized appreciation ............ $116,145 Gross tax unrealized depreciation ............ (4,525) -------- Net tax unrealized appreciation on Investments ............................ 111,620 ======== Capital loss carryforward Expires December 31, 2010 ................. $ 5,933 ======== During the year ended December 31, 2002, as permitted under federal income tax regulations, the Fund elected to defer $2,154,000 of post-October net capital losses to the current taxable year. To the extent future capital gains are offset by capital losses, the Fund does not anticipate distributing any such gains to the shareholders. Net realized gains/losses differ for financial statement and tax purposes primarily due to differing treatments of wash sales and losses deferred on tax straddles. 5. INVESTMENT ADVISORY CONTRACT, MANAGEMENT FEES, AND TRANSACTIONS WITH AFFILIATES An advisory fee of $1,220,000 was paid or payable to Value Line, Inc., the Fund's investment adviser (the "Adviser"), for the six months ended June 30, 2003. This was computed at the rate of 3/4 of 1% of the average daily net assets for the period and paid monthly. The Adviser provides research, investment programs and supervision of the investment portfolio and pays costs of administrative services, office space, equipment and compensation of administrative, bookkeeping and clerical personnel necessary for managing the affairs of the Fund. The Adviser also provides persons, satisfactory to the Fund's Board of Directors, to act as officers and employees of the Fund and pays their salaries and wages. The Fund bears all other costs and expenses. - -------------------------------------------------------------------------------- 11 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2003 - -------------------------------------------------------------------------------- The Fund has a Service and Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, for the payment of certain expenses incurred by Value Line Securities, Inc. (the "Distributor"), a wholly-owned subsidiary of the Adviser, in advertising, marketing and distributing the Fund's shares and for servicing the Fund's shareholders at an annual rate of 0.25% of the Fund's average daily net assets. For the six months ended June 30, 2003, fees amounting to $407,000 were paid or payable to the Distributor under this Plan. Certain officers and directors of the Adviser and its wholly owned subsidiary, Value Line Securities, Inc. (the Fund's distributor and a registered broker/dealer), are also officers and directors of the Fund. In the six month period ended June 30, 2003 the Fund paid brokerage commissions totaling $151,431 to the Distributor, which clears its transactions through unaffiliated brokers. For the six months ended June 30, 2003, the Fund's expenses were reduced by $424 under a custody credit arrangement with the Custodian. The Value Line, Inc. Profit Sharing and Savings Plan owned 99,346 shares of the Fund's capital stock, representing 0.9% of the outstanding shares at June 30, 2003. 6. BORROWING ARRANGEMENT The Fund has a line of credit agreement with State Street Bank and Trust ("SSBT"), in the amount of $37,500,000. The terms of the agreement are as follows: The first $12.5 million is available on a committed basis which, at the Fund's option, may be either at the Bank's prime rate or at the Federal Funds Rate plus 1%, whichever is less, and will be subject to a commitment fee of 1/4 of 1% on the unused portion thereof; amounts in excess of $12.5 million are made available on an unsecured basis at the same interest rate options stated above. The Fund had no borrowings outstanding at June 30, 2003. The weighted average amount of bank loans outstanding for the six months ended June 30, 2003, amounted to approximately $1,297,000 at a weighted average interest rate of 2.28%. For the six months ended June 30, 2003, interest expense of approximately $15,000 and commitment fees of approximately $14,000 relating to borrowings under the agreement were paid or payable to SSBT. - -------------------------------------------------------------------------------- 12 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD: SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) ================== NET ASSET VALUE, BEGINNING OF PERIOD ............................ $ 27.68 -------- INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss .............. (.04) Net gains or losses on securities (both realized and unrealized ................. 2.18 ---------- Total from investment operations ..................... 2.14 ---------- LESS DISTRIBUTIONS: Distributions from net realized gains ................. -- ---------- NET ASSET VALUE, END OF PERIOD ..... $ 29.82 ========== TOTAL RETURN ....................... 7.73%+ ========== RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (in thousands) .................... $344,437 Ratio of expenses to average net assets (including interest expense) .......................... 1.15%*(1) Ratio of expenses to average net assets (excluding interest expense) .......................... 1.14%*(1) Ratio of net investment loss to average net assets ................ (0.26)%* Portfolio turnover rate ............ 23%+ [WIDE TABLE CONTINUED FROM ABOVE] YEARS ENDED DECEMBER 31, ================================================================================== 2002 2001 2000 1999 1998 ================= ================ ================ ================ ============= NET ASSET VALUE, BEGINNING OF PERIOD ............................ $ 38.43 $ 45.63 $ 57.98 $ 48.42 $ 35.58 ---------------------------------------------------------------------------- INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss .............. (.17) (.22) (.22) (.14) (.08) Net gains or losses on securities (both realized and unrealized ................. (10.19) (4.61) (7.78) 14.90 14.13 ---------------------------------------------------------------------------- Total from investment operations ..................... (10.36) (4.83) (8.00) 14.76 14.05 ---------------------------------------------------------------------------- LESS DISTRIBUTIONS: Distributions from net realized gains ................. (.39) (2.37) (4.35) (5.20) (1.21) ---------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD ..... $ 27.68 $ 38.43 $ 45.63 $ 57.98 $ 48.42 ============================================================================ TOTAL RETURN ....................... -26.96% -10.53% -13.92% 30.99% 39.63% ============================================================================ RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (in thousands) .................... $ 334,494 $ 495,694 $ 601,594 $ 763,203 $ 608,498 Ratio of expenses to average net assets (including interest expense) .......................... 1.25%(1) 1.16%(1) .96%(1) .82%(1) .87% Ratio of expenses to average net assets (excluding interest expense) .......................... 1.14%(1) 1.09%(1) .95%(1) .82%(1) .84% Ratio of net investment loss to average net assets ................ (0.49)% ( .54)% (.41)% (.28)% (.22)% Portfolio turnover rate ............ 28% 50% 28% 27% 54% + NOT ANNUALIZED * ANNUALIZED (1) RATIOS REFLECT EXPENSES GROSSED UP FOR CUSTODY CREDIT ARRANGEMENT. THE RATIO OF EXPENSES TO AVERAGE NET ASSETS NET OF CUSTODY CREDITS WOULD NOT HAVE CHANGED. SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 13 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. - -------------------------------------------------------------------------------- (This page has been left blank intentionally.) - -------------------------------------------------------------------------------- 14 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. - -------------------------------------------------------------------------------- (This page has been left blank intentionally.) - -------------------------------------------------------------------------------- 15 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. THE VALUE LINE FAMILY OF FUNDS - -------------------------------------------------------------------------------- 1950 -- THE VALUE LINE FUND seeks long-term growth of capital. Current income is a secondary objective. 1952 -- VALUE LINE INCOME AND GROWTH FUND'S primary investment objective is income, as high and dependable as is consistent with reasonable risk. Capital growth to increase total return is a secondary objective. 1956 -- THE VALUE LINE SPECIAL SITUATIONS FUND seeks long-term growth of capital. No consideration is given to current income in the choice of investments. 1972 -- VALUE LINE LEVERAGED GROWTH INVESTORS' sole investment objective is to realize capital growth. 1979 -- THE VALUE LINE CASH FUND, a money market fund, seeks to secure as high a level of current income as is consistent with maintaining liquidity and preserving capital. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 1981 -- VALUE LINE U.S. GOVERNMENT SECURITIES FUND seeks maximum income without undue risk to capital. Under normal conditions, at least 80% of the value of its net assets will be invested in securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities. 1983 -- VALUE LINE CENTURION FUND* seeks long-term growth of capital. 1984 -- THE VALUE LINE TAX EXEMPT FUND seeks to provide investors with the maximum income exempt from federal income taxes while avoiding undue risk to principal. The Fund offers investors a choice of two portfolios: The Money Market Portfolio and The National Bond Portfolio. The fund may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 1985 -- VALUE LINE CONVERTIBLE FUND seeks high current income together with capital appreciation primarily from convertible securities ranked 1 or 2 for year-ahead performance by the Value Line Convertible Ranking System. 1986 -- VALUE LINE AGGRESSIVE INCOME TRUST seeks to maximize current income. 1987 -- VALUE LINE NEW YORK TAX EXEMPT TRUST seeks to provide New York taxpayers with the maximum income exempt from New York State, New York City and federal income taxes while avoiding undue risk to principal. The Trust may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 1987 -- VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST* seeks to achieve a high total investment return consistent with reasonable risk. 1993 -- VALUE LINE EMERGING OPPORTUNITIES FUND invests primarily in common stocks or securities convertible into common stock, with its primary objective being long-term growth of capital. 1993 -- VALUE LINE ASSET ALLOCATION FUND seeks high total investment return, consistent with reasonable risk. The Fund invests in stocks, bonds and money market instruments utilizing quantitative modeling to determine the asset mix. * ONLY AVAILABLE THROUGH THE PURCHASE OF GUARDIAN INVESTOR, A TAX DEFERRED VARIABLE ANNUITY, OR VALUEPLUS, A VARIABLE LIFE INSURANCE POLICY. FOR MORE COMPLETE INFORMATION ABOUT ANY OF THE VALUE LINE FUNDS, INCLUDING CHARGES AND EXPENSES, SEND FOR A PROSPECTUS FROM VALUE LINE SECURITIES, INC., 220 EAST 42ND STREET, NEW YORK, NEW YORK 10017-5891 OR CALL 1-800-223-0818, 24 HOURS A DAY, 7 DAYS A WEEK, OR VISIT US AT WWW.VALUELINE.COM. READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR SEND MONEY. - -------------------------------------------------------------------------------- 16