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, 2004 ----------------- Date of reporting period: June 30, 2004 ------------- Item I. Reports to Stockholders. - ------ ------------------------ A copy of the Semi-Annual Report to Stockholders for the period ended is included with this Form. - -------------------------------------------------------------------------------- INVESTMENT ADVISER Value Line, Inc. 220 East 42nd Street New York, NY 10017-5891 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 BFDS P.O. Box 219729 Kansas City, MO 64121-9729 INDEPENDENT PricewaterhouseCoopers LLP REGISTERED PUBLIC 1177 Avenue of the Americas ACCOUNTING FIRM 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 Brett Mitstifer VICE PRESIDENT Stephen E. Grant VICE PRESIDENT David T. Henigson VICE PRESIDENT AND SECRETARY/TREASURER 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 REGISTERED PUBLIC ACCOUNTING FIRM 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). #530543 - -------------------------------------------------------------------------------- SEMI-ANNUAL REPORT - -------------------------------------------------------------------------------- JUNE 30, 2004 - -------------------------------------------------------------------------------- VALUE LINE LEVERAGED GROWTH INVESTORS, INC. [VALUE LINE LOGO] VALUE LINE LEVERAGED GROWTH INVESTORS, INC. To Our Value Line Leveraged - -------------------------------------------------------------------------------- To Our Shareholders: The first half of 2004 was a frustrating time for equity investors. During this period, we witnessed the first 5% correction in the S&P 500 Index since the current market rally began in early 2003. Rising oil prices, the handover of power in Iraq, and the first increase in interest rates in several years all contributed to a high degree of uncertainty. Corporate profit growth was the one bright spot as year-over-year growth could well exceed 20% in the first half. While equity markets do like to "climb a wall of worry", so far that climb has been a difficult one with the S&P 500 Index(1) generating a modest 3.44% return through June 30th. The Leveraged Growth Investors Fund returned 0.93% in the comparable period. In managing the fund, we rely on the Value Line Timeliness Ranking System, which favors those companies that have high current earnings, strong earnings growth, positive earnings surprises, reasonable valuations and improving relative price performance. As the year began, technology and consumer discretionary stocks were favored by the Timeliness Ranking System due to strong earnings and price momentum in 2003. These sectors, however, were two of the worst performances for the first six months of this year. We selectively reduced our holdings and overall exposure in these sectors as earnings and/or price momentum deteriorated. The energy and industrial sectors were the best performers during the first half of 2004, due to rising oil prices and an expanding manufacturing base. The fund was overweighted in both sectors during this period and we will continue to emphasize these sectors as long as the U.S. economy continues to expand over the second half of the year. The prospect of continued modestly rising interest rates, on top of the June 30th FOMC interest rate hike, kept our holdings in financial stocks to a minimum. We anticipate that many interest-sensitive companies will experience margin pressures as slowly rising rates decelerate sales growth and ultimately detract from earnings growth. Going forward, we remain committed to investing in those companies that show strong earnings growth and positive earnings surprises. We believe that the fund is well positioned to benefit from today's market and economic environment, as long as corporate profits remain strong, consumers and business owners continue to spend at a moderate pace, labor markets continue to improve, and interest rates remain accommodative, albeit at levels higher than in the recent past. We thank you for your confidence in Value Line and appreciate your continued support. Sincerely, /s/ Jean Bernhard Buttner Jean Bernhard Buttner CHAIRMAN AND PRESIDENT August 12, 2004 - -------------------------------------------------------------------------------- (1) THE STANDARD & POOR'S 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 expansion, which proceeded strongly from the middle of 2003 through the opening six months of this year, has more recently started to show some signs of fatigue. True, the business upturn is hardly collapsing, and we are still seeing improvement in the capital goods area and in certain industrial sectors. However, manufacturing, in general, is now growing more slowly than it had been, while the retail and residential construction markets are pulling back a little. Our sense is that growth will now proceed at a moderate 3% to 4% rate over the next several quarters to a year. The slowing in growth may well have positive ramifications. That is because the current deceleration in economic activity appears mild and seems unlikely to evolve into a full-fledged slowdown barring another surge in oil prices. (Higher oil prices limit economic growth by taking money out of the pockets of consumers and businesses). If we are correct and the economy shifts to a modestly slower, but sustainable pace, with accompanying lower inflation, the Federal Reserve, which has increased interest rates twice in the past several months, might well be inclined to proceed slowly and somewhat cautiously in raising rates over the next several months. Our current benign economic forecast, it should be noted, excludes any allowance for a further escalation in global military conflict or a new act of terrorism, neither of which can be accurately predicted as to scope or timing. PERFORMANCE DATA:* AVERAGE ANNUAL GROWTH OF AN ASSUMED TOTAL RETURN INVESTMENT OF $10,000 --------------------------------------- 1 year ended 6/30/04 .......... +8.30% $10,830 5 years ended 6/30/04 ......... -5.32% $ 7,610 10 years ended 6/30/04 ......... +10.37% $26,812 - -------------------------------------------------------------------------------- * THE PERFORMANCE DATA QUOTED REPRESENT PAST PERFORMANCE AND ARE NO GUARANTEE OF FUTURE PERFORMANCE. THE AVERAGE ANNUAL TOTAL RETURNS AND GROWTH OF AN ASSUMED INVESTMENT OF $10,000 INCLUDE DIVIDENDS REINVESTED AND CAPITAL GAINS DISTRIBUTIONS ACCEPTED IN SHARES. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTMENT, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN ITS ORIGINAL COST. THE PERFORMANCE DATA DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. CALL 1-800-243-2729 TO OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END. - -------------------------------------------------------------------------------- 3 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. PORTFOLIO HIGHLIGHTS AT JUNE 30, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- TEN LARGEST HOLDINGS VALUE PERCENTAGE ISSUE SHARES (IN THOUSANDS) OF NET ASSETS - ----------------------------------------------------------------------------------------------- Pfizer Inc. ................................... 302,000 $10,353 3.2% Citigroup Inc. ................................ 189,000 8,789 2.7 American International Group, Inc. ............ 123,000 8,767 2.7 Cisco Systems, Inc. ........................... 311,500 7,382 2.3 QUALCOMM Incorporated ......................... 100,000 7,298 2.3 Fisher Scientific International, Inc. ......... 124,500 7,190 2.2 CVS Corp. ..................................... 160,500 6,744 2.1 L-3 Communications Holdings, Inc. ............. 97,500 6,513 2.0 eBay, Inc. .................................... 63,500 5,839 1.8 Dell, Inc. .................................... 160,000 5,731 1.8 FIVE LARGEST INDUSTRY CATEGORIES VALUE PERCENTAGE INDUSTRY (IN THOUSANDS) OF NET ASSETS - ------------------------------------------------------------------------------ Financial Services - Diversified ......... $23,651 7.3% Telecommunications Equipment ............. 19,685 6.1 Drug ..................................... 16,782 5.2 Medical Supplies ......................... 15,414 4.8 Pharmacy Services ........................ 15,409 4.8 FIVE LARGEST NET SECURITY PURCHASES* COST ISSUE (IN THOUSANDS) - ------------------------------------------------- QUALCOMM Incorporated ......... $6,292 Walgreen Co. .................. 5,217 Georgia-Pacific Corp. ......... 4,852 Pfizer Inc. ................... 4,692 Motorola, Inc. ................ 4,266 FIVE LARGEST NET SECURITY SALES* PROCEEDS ISSUE (IN THOUSANDS) - ---------------------------------------------------------- Omnicom Group, Inc. .................... $10,669 Lehman Brothers Holdings, Inc. ......... 9,141 Medtronic, Inc. ........................ 8,341 Intel Corp. ............................ 7,716 Lowe's Companies, Inc. ................. 7,084 * FOR THE SIX MONTH PERIOD ENDED 6/30/04 - -------------------------------------------------------------------------------- 4 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. Schedule of Investments (unaudited) June 30, 2004 - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - ------------------------------------------------------------------ COMMON STOCKS (98.5%) AEROSPACE / DEFENSE (3.5%) 57,000 Armor Holdings, Inc.* ................ $1,938 48,000 Engineered Support Systems, Inc. 2,808 97,500 L-3 Communications Holdings, Inc. ..................... 6,513 ------ 11,259 AIR TRANSPORT (1.0%) 40,000 FedEx Corp. .......................... 3,268 AUTO PARTS (0.6%) 48,500 Autoliv Inc. ......................... 2,047 BANK (0.9%) 55,000 Commerce Bancorp, Inc. ............... 3,026 BEVERAGE -- SOFT DRINK (1.9%) 65,000 Coca-Cola Company (The) .............. 3,281 86,500 Cott Corp.* .......................... 2,803 ------ 6,084 BIOTECHNOLOGY (2.2%) 81,000 Genentech, Inc.* ..................... 4,552 36,000 Invitrogen Corp.* .................... 2,592 ------ 7,144 CHEMICAL -- BASIC (1.0%) 73,000 du Pont (E.I.) de Nemours & Co., Inc. .......................... 3,243 COAL (0.5%) 60,000 Massey Energy Co. .................... 1,693 COMPUTER & PERIPHERALS (1.8%) 160,000 Dell, Inc.* .......................... 5,731 VALUE SHARES (IN THOUSANDS) - ------------------------------------------------------------------ COMPUTER SOFTWARE & SERVICES (3.9%) 40,000 Accenture Ltd. Class "A"* ............ $1,099 75,000 Adobe Systems, Inc. .................. 3,488 225,000 Cognizant Technology Solutions Corp. Class "A"* ................... 5,717 50,000 Symantec Corp.* ...................... 2,189 ------ 12,493 DIVERSIFIED -- COMPANIES (3.2%) 88,000 Danaher Corp. ........................ 4,563 75,000 Fortune Brands, Inc. ................. 5,657 ------ 10,220 DRUG (5.2%) 62,000 Biogen Idec, Inc.* ................... 3,921 65,000 Covance Inc.* ........................ 2,508 302,000 Pfizer, Inc. ......................... 10,353 ------ 16,782 E-COMMERCE (0.3%) 150,000 Sapient Corp.* ....................... 901 EDUCATIONAL SERVICES (1.9%) 65,000 Career Education Corp.* .............. 2,961 98,100 Education Management Corp.* .......... 3,224 ------ 6,185 ELECTRICAL EQUIPMENT (2.0%) 103,000 Rockwell Automation, Inc. ............ 3,863 90,000 Thomas & Betts Corp.* ................ 2,451 ------ 6,314 - -------------------------------------------------------------------------------- 5 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. SCHEDULE OF INVESTMENTS (UNAUDITED) - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - ------------------------------------------------------------------- ELECTRICAL UTILITY -- CENTRAL (0.6%) 49,000 TXU Corp ............................... $1,985 ELECTRONICS (2.4%) 120,000 Arrow Electronics, Inc.* ............... 3,218 50,000 Harman International Industries, Inc. ..................... 4,550 ------ 7,768 ENTERTAINMENT (1.3%) 130,000 Disney (Walt) Co. (The) ................ 3,314 55,000 Radio One, Inc. Class "D"* ............. 880 ------ 4,194 ENTERTAINMENT TECHNOLOGY (2.3%) 270,000 Activision, Inc.* ...................... 4,293 210,000 Pixelworks, Inc.* ...................... 3,217 ------ 7,510 FINANCIAL SERVICES -- DIVERSIFIED (7.3%) 123,000 American International Group, Inc. .......................... 8,767 189,000 Citigroup Inc. ......................... 8,789 35,000 Countrywide Financial Corp. ............ 2,459 141,000 MBNA Corp. ............................. 3,636 ------ 23,651 FOOD PROCESSING (2.0%) 202,000 Archer-Daniels-Midland Co. ............. 3,389 75,000 Kellogg Co. ............................ 3,139 ------ 6,528 VALUE SHARES (IN THOUSANDS) - -------------------------------------------------------------------- GROCERY (0.6%) 20,000 Whole Foods Market, Inc. ............... $1,909 HEALTHCARE INFORMATION SYSTEMS (0.4%) 50,000 eResearch Technology, Inc.*. ........... 1,400 HOTEL/GAMING (2.1%) 90,000 International Game Technology .......... 3,474 66,000 Station Casinos, Inc. .................. 3,194 ------ 6,668 HUMAN RESOURCES (0.9%) 150,000 Korn/Ferry International* .............. 2,906 INDUSTRIAL SERVICES (0.3%) 40,000 Navigant Consulting, Inc.* ............. 858 INTERNET (1.8%) 63,500 eBay, Inc.* ............................ 5,839 MEDICAL SERVICES (3.9%) 30,000 Aetna Inc. ............................. 2,550 114,000 DaVita Inc.* ........................... 3,515 69,000 Oxford Health Plans, Inc. .............. 3,798 30,000 Quest Diagnostics, Inc. ................ 2,548 ------ 12,411 MEDICAL SUPPLIES (4.8%) 124,500 Fisher Scientific International, Inc.* ................. 7,190 30,000 IDEXX Laboratories, Inc.* .............. 1,888 31,500 Varian Medical Systems, Inc.* .......... 2,499 43,500 Zimmer Holdings, Inc.* ................. 3,837 ------ 15,414 - -------------------------------------------------------------------------------- 6 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. JUNE 30, 2004 - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - ------------------------------------------------------------------- METALS & MINING -- DIVERSIFIED (1.5%) 60,000 Phelps Dodge Corp. .................... $4,651 NATURAL GAS -- DIVERSIFIED (2.4%) 148,000 Patina Oil & Gas Corp. ................ 4,421 115,000 XTO Energy, Inc. ...................... 3,426 ------ 7,847 OFFICE EQUIPMENT & SUPPLIES (1.5%) 25,000 Lexmark International, Inc.* .......... 2,413 85,000 Staples, Inc. ......................... 2,491 ------ 4,904 OILFIELD SERVICES/EQUIPMENT (1.8%) 80,000 Schlumberger Ltd. ..................... 5,081 29,000 Transocean Inc.* ...................... 839 ------ 5,920 PAPER & FOREST PRODUCTS (2.4%) 145,000 Georgia Pacific Corp. ................. 5,362 59,500 Potlatch Corp. ........................ 2,478 ------ 7,840 PETROLEUM -- INTEGRATED (1.1%) 65,000 Kerr-McGee Corp. ...................... 3,495 PETROLEUM -- PRODUCING (2.5%) 56,000 Anadarko Petroleum Corp. .............. 3,282 108,000 Apache Corp. .......................... 4,703 ------ 7,985 VALUE SHARES (IN THOUSANDS) - ------------------------------------------------------------------- PHARMACY SERVICES (4.8%) 83,000 Accredo Health, Inc.* ................. $3,233 160,500 CVS Corp. ............................. 6,744 150,000 Walgreen Co. .......................... 5,432 ------ 15,409 POWER (0.6%) 67,000 Headwaters Inc.*. ..................... 1,737 RAILROAD (1.5%) 185,000 Norfolk Southern Corp. ................ 4,906 RECREATION (0.7%) 37,000 Harley-Davidson, Inc. ................. 2,292 RETAIL BUILDING SUPPLY (1.7%) 151,500 Home Depot, Inc. (The) ................ 5,333 RETAIL -- SPECIAL LINES (0.7%) 35,000 Urban Outfitters, Inc.* ............... 2,132 RETAIL STORE (1.4%) 59,000 Nordstrom, Inc. ....................... 2,514 50,000 Penney (J.C.) Co., Inc. ............... 1,888 ------ 4,402 SECURITIES BROKERAGE (1.3%) 45,000 Legg Mason, Inc. ...................... 4,095 SEMICONDUCTOR (2.3%) 70,000 Analog Devices, Inc. .................. 3,296 230,000 Motorola, Inc. ........................ 4,197 ------ 7,493 TELECOMMUNICATION SERVICES (1.4%) 90,000 Nextel Communications, Inc. Class "A"* .......................... 2,399 76,000 Western Wireless Corp. Class "A"* .......................... 2,197 ------ 4,596 - -------------------------------------------------------------------------------- 7 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2004 - -------------------------------------------------------------------------------- VALUE SHARES (IN THOUSANDS) - -------------------------------------------------------------- TELECOMMUNICATIONS EQUIPMENT (6.1%) 90,000 Andrew Corp.* ..................... $ 1,801 311,500 Cisco Systems, Inc.* .............. 7,382 120,000 Marvell Technology Group Ltd.* 3,204 100,000 QUALCOMM, Inc. .................... 7,298 -------- 19,685 TOILETRIES & COSMETICS (1.6%) 70,000 Avon Products, Inc. ............... 3,230 55,000 Helen of Troy Ltd.*. .............. 2,028 -------- 5,258 WIRELESS --NETWORKING (0.6%) 27,000 Research In Motion Ltd.* .......... 1,848 -------- TOTAL COMMON STOCKS AND TOTAL INVESTMENT SECURITIES (98.5%) (COST $269,461,000).......................... $317,259 -------- VALUE PRINCIPAL (IN THOUSANDS AMOUNT EXCEPT PER (IN THOUSANDS) SHARE AMOUNT) - -------------------------------------------------------------------------------- REPURCHASE AGREEMENT (0.3%) (INCLUDING ACCRUED INTEREST) $1,000 Collateralized by $955,000 U.S. Treasury Notes 6.50%, due 8/15/05, with a value of $1,023,000 (with State Street Bank & Trust Co., 1.20%, dated 6/30/04, due 7/1/04, delivery value $1,000,033) (Cost $1,000,000) ................................ $ 1,000 -------- CASH AND OTHER ASSETS OVER LIABILITIES (1.2%) ............................................. 3,953 -------- NET ASSETS (100.0%) .............................................. $322,212 ======== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER OUTSTANDING SHARE ($322,212,267 - 11,418,324 SHARES OF CAPITAL STOCK OUTSTANDING) ..................................... $ 28.22 ======== *Non-income producing. SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 8 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. STATEMENT OF ASSETS AND LIABILITIES STATEMENT OF OPERATIONS FOR THE AT JUNE 30, 2004 (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) - --------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE AMOUNT) (IN THOUSANDS) ---------------- -------------- ASSETS: INVESTMENT INCOME: Investment securities, at value Dividends (Net of foreign withholding (Cost - $269,461) ........................... $317,259 taxes of $12) ............................ $ 1,157 Repurchase agreement (Cost - $1,000)............ 1,000 Interest .................................... 17 Cash ........................................... 16 --------- Receivable for securities sold ................. 9,750 Total Income .......................... 1,174 Dividends receivable ........................... 122 --------- Receivable for capital shares sold ............. 4 EXPENSES: Prepaid expenses ............................... 33 Advisory fee ................................ 1,235 -------- Service and distribution plan fees .......... 412 TOTAL ASSETS ................................. 328,184 Transfer agent fees ......................... 75 -------- Auditing and legal fees ..................... 33 LIABILITIES: Custodian fees .............................. 24 Payable for securities purchased ............... 5,263 Printing .................................... 23 Payable for capital shares repurchased ......... 366 Insurance, dues and other ................... 21 Accrued expenses: Postage ..................................... 20 Advisory fee ................................ 197 Interest and commitment fee expense ......... 17 Service and distribution plan fees Telephone ................................... 12 payable .................................. 66 Registration and filing fees ................ 12 Other ....................................... 80 Directors' fees and expenses ................ 10 -------- --------- TOTAL LIABILITIES ........................ 5,972 Total Expenses Before Custody -------- Credits ............................... 1894 NET ASSETS ..................................... $322,212 Less: Custody Credits .................... (1) ======== ---------- NET ASSETS CONSIST OF: Net Expenses ............................. 1,893 Capital stock, at $1.00 par value --------- (authorized 50,000,000, outstanding NET INVESTMENT LOSS ......................... (719) 11,418,324 shares) .......................... $ 11,418 --------- Additional paid-in capital ..................... 201,076 NET REALIZED AND UNREALIZED GAIN ON Accumulated net investment loss ................ (719) INVESTMENTS: Undistributed net realized gain on Net Realized Gain ...................... 25,526 investments ................................. 62,639 Change in Net Unrealized Net unrealized appreciation of Appreciation ........................ (21,701) investments ................................. 47,798 --------- -------- NET REALIZED GAIN AND CHANGE IN NET NET ASSETS ..................................... $322,212 UNREALIZED APPRECIATION ON ======== INVESTMENTS .............................. 3,825 NET ASSET VALUE, OFFERING AND --------- REDEMPTION PRICE PER OUTSTANDING NET INCREASE IN NET ASSETS SHARE ($322,212,267 - 11,418,324 FROM OPERATIONS .......................... $ 3,106 SHARES OUTSTANDING) ......................... $ 28.22 ========= ======== SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 9 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. STATEMENT OF CHANGES IN NET ASSETS FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED JUNE 30, 2004 DECEMBER 31, (UNAUDITED) 2003 ------------------------------ (IN THOUSANDS) OPERATIONS: Net investment loss ................................................. $ (719) $ (816) Net realized gain on investments .................................... 25,526 89,506 Change in net unrealized appreciation ............................... (21,701) (40,211) ------------------------------ Net increase in net assets from operations .......................... 3,106 48,479 ------------------------------ DISTRIBUTIONS TO SHAREHOLDERS: Net realized gain from investment transactions ...................... -- (43,922) ------------------------------ CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares ........................................ 5,641 111,695 Proceeds from reinvestment of distributions to shareholders ......... -- 40,942 Cost of shares repurchased .......................................... (28,697) (149,526) ------------------------------ Net (decrease) increase from capital share transactions ............. (23,056) 3,111 ------------------------------ TOTAL (DECREASE) INCREASE IN NET ASSETS .............................. (19,950) 7,668 NET ASSETS: Beginning of period ................................................. 342,162 334,494 ------------------------------ End of period ....................................................... $ 322,212 $ 342,162 ============================== ACCUMULATED NET INVESTMENT LOSS, END OF PERIOD ....................... $ (719) $ -- ============================== SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 10 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2004 - -------------------------------------------------------------------------------- 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. (E) REPRESENTATIONS AND INDEMNIFICATIONS. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. - -------------------------------------------------------------------------------- 11 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. Notes to Financial Statements (unaudited) - -------------------------------------------------------------------------------- 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, 2004 DECEMBER 31, (UNAUDITED) 2003 ------------------------------- Shares sold ........................ 200 3,875 Shares issued to shareholders in reinvestment of distri- butions ......................... -- 1,481 ------------------------------- 200 5,356 Shares repurchased ................. (1,020) (5,202) ------------------------------- Net (decrease) increase ............ (820) 154 =============================== Distributions per share from net realized gains ......... $ -- $ 3.9904 =============================== 3. Purchases and Sales of Securities Purchases and sales of investment securities, excluding short-term securities, were as follows: SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) ----------------- (IN THOUSANDS) PURCHASES: Investment Securities ......... $265,025 ======== SALES: Investment Securities ......... $298,077 ======== 4. Income Taxes In June 30, 2004, information on the tax components of capital is as follows: (unaudited) (IN THOUSANDS) --------------- Cost of investments for tax purposes ......... $270,980 -------- Gross tax unrealized appreciation ............ $49,367 Gross tax unrealized depreciation ............ (2,088) -------- Net tax unrealized appreciation on investments ............................... $47,279 ======== Net realized gain (loss) 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 $1,235,000 was paid or payable to Value Line, Inc., the Fund's investment adviser (the "Adviser"), for the six months ended June 30, 2004. 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. - -------------------------------------------------------------------------------- 12 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. JUNE 30, 2004 - -------------------------------------------------------------------------------- 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, 2004, fees amounting to $412,000 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 months ended June 30, 2004, the Fund paid brokerage commissions totaling $332,000 to the Distributor, which clears its transactions through unaffiliated brokers. For the six months ended June 30, 2004, the Fund's expenses were reduced by $1,000 under a custody credit arrangement with the Custodian. The Value Line, Inc. Profit Sharing and Savings Plan owned 82,093 shares of the Fund's capital stock, representing 0.7% of the outstanding shares at June 30, 2004. 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 on June 30, 2004. The weighted average amount of bank loans outstanding for the six months ended June 30, 2004, amounted to approximately $144,000 at a weighted average interest rate of 2.06%. For the six months ended June 30, 2004, interest expense of approximately $1,000 and commitment fees of approximately $16,000 relating to borrowings under the agreement were paid or payable to SSBT. ----------------------------------------------------------------------- PROXY VOTING A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling 1-800-243-2729 or on the SEC's website (http://www.sec.gov). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available on the SEC's website at http://www.sec.gov or at the Fund's website at http://vlfunds.com. ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- 13 VALUE LINE LEVERAGED GROWTH INVESTORS, INC. Financial Highlights - -------------------------------------------------------------------------------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD: SIX MONTHS ENDED YEARS ENDED DECEMBER 31, JUNE 30, 2004 ===================================================================== (UNAUDITED) 2003 2002 2001 2000 1999 ====================================================================================== NET ASSET VALUE, BEGINNING OF PERIOD ......................... $ 27.96 $ 27.68 $ 38.43 $ 45.63 $ 57.98 $ 48.42 -------------------------------------------------------------------------------------- INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss ............... (.06) (.07) (.17) (.22) (.22) (.14) Net gains or losses on securities (both realized and unrealized ....................... .32 4.34 (10.19) (4.61) (7.78) 14.90 -------------------------------------------------------------------------------------- Total from investment operations ........................ .26 4.27 (10.36) (4.83) (8.00) 14.76 LESS DISTRIBUTIONS: Distributions from net realized gains ................. -- (3.99) (.39) (2.37) (4.35) (5.20) -------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD ..... $ 28.22 $ 27.96 $ 27.68 $ 38.43 $ 45.63 $ 57.98 ====================================================================================== TOTAL RETURN ....................... 0.93%+ 15.60% -26.96% -10.53% -13.92% 30.99% ====================================================================================== RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (in thousands) ........................ $322,212 $342,162 $334,494 $495,694 $601,594 $763,203 Ratio of expenses to average net assets (including interest expense) (1) ...................... 1.15%* 1.15% 1.25% 1.16% .96% .82% Ratio of expenses to average net assets (excluding interest expense) (1) ...................... 1.15%* 1.15% 1.14% 1.09% .95% .82% Ratio of net investment loss to average net assets ................ (0.44)%* (0.24)% (0.49)% (.54)% (.41)% (.28)% Portfolio turnover rate ............ 81%+ 110% 28% 50% 28% 27% (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. + NOT ANNUALIZED * ANNUALIZED SEE NOTES TO FINANCIAL STATEMENTS. - -------------------------------------------------------------------------------- 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 1-800-243-2729, 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 Item 2. Code of Ethics - ------- -------------- Not applicable. Item 3. Audit Committee Financial Expert. - ------ --------------------------------- Not applicable. Item 10. 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-3(c) under the Act (17 CFR 270.30a-3(c) ) based on their evaluation of these controls and procedures as of the date within 90 days of 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 11. Exhibits. - -------- --------- (a) Certifications of principal executive officer and principal financial officer of the registrant. 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 31, 2004 --------------- 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 31, 2004 ---------------