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Graham Holdings Annual Report 2020

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Graham Holdings Annual Report 2020 Graham Holdings Annual Report 2020 Form 10-K (NYSE:GHC) Published: February 26th, 2020 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1300 North 17th Street , Arlington , Virginia 22209 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (703) 345-6300 Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class B Common Stock, par value GHC New York Stock Exchange $1.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated Non-accelerated Smaller reporting Emerging growth Large Accelerated Filer ☒ filer ☐ filer ☐ company ☐ company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ Aggregate market value of the registrant’s common equity held by non-affiliates on June 28, 2019, based on the closing price for the Company’s Class B Common Stock on the New York Stock Exchange on such date: approximately $3,000,000,000. Shares of common stock outstanding at February 21, 2020: Class A Common Stock – 964,001 shares Class B Common Stock – 4,348,236 shares Documents partially incorporated by reference: Definitive Proxy Statement for the registrant’s 2020 Annual Meeting of Stockholders (incorporated in Part III to the extent provided in Items 10, 11, 12, 13 and 14 hereof). GRAHAM HOLDINGS COMPANY 2019 FORM 10-K Item 1. Business 1 Education 1 Television Broadcasting 9 Other Activities 12 Competition 14 Executive Officers 16 Employees 17 Forward-Looking Statements 18 Available Information 18 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 30 Item 2. Properties 30 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 32 Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 Item 6. Selected Financial Data 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. Financial Statements and Supplementary Data 34 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 35 Item 9A. Controls and Procedures 35 Item 9B. Other Information 35 Item 10. Directors, Executive Officers and Corporate Governance 35 Item 11. Executive Compensation 36 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 36 Item 13. Certain Relationships and Related Transactions and Director Independence 36 Item 14. Principal Accounting Fees and Services 36 Item 15. Exhibits, Financial Statement Schedules 36 Item 16. Form 10-K Summary 36 INDEX TO EXHIBITS 37 SIGNATURES 39 INDEX TO FINANCIAL INFORMATION 40 Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) 41 Financial Statements: Report of Independent Registered Public Accounting Firm 62 Consolidated Statements of Operations for the Three Years Ended December 31, 2019 64 Consolidated Statements of Comprehensive Income (Loss) for the Three Years Ended December 31, 2019 65 Consolidated Balance Sheets at December 31, 2019 and 2018 66 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2019 67 Consolidated Statements of Changes in Common Stockholders’ Equity for the Three Years Ended December 31, 2019 68 Notes to Consolidated Financial Statements 69 Five-Year Summary of Selected Historical Financial Data (Unaudited) 117 PART I Item 1. Business. Graham Holdings Company (the Company) is a diversified education and media company whose operations include educational services; television broadcasting; online, print and local TV news; home health and hospice care; and manufacturing. The Company’s Kaplan, Inc. (Kaplan) subsidiary provides a wide variety of educational services, both domestically and outside the United States (U.S.). The Company’s media operations comprise the ownership and operation of television broadcasting (through the ownership and operation of seven television broadcast stations) plus Slate and Foreign Policy magazines; Megaphone, a provider of podcast technology for publishers and advertisers; and Pinna, an ad-free audio streaming service for children. The Company also owns home health and hospice providers, four industrial companies, automotive dealerships, restaurants, and Social Code LLC, a marketing solutions provider. Financial information concerning the principal segments of the Company’s business for the past three fiscal years is contained in Note 19 to the Company’s Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Revenues for each segment are shown in Note 19 gross of intersegment sales. Consolidated revenues are reported net of intersegment sales, which did not exceed 0.1% of consolidated operating revenues. The Company’s operations in geographic areas outside the U.S. consist primarily of Kaplan’s non-U.S. operations. During each of the fiscal years 2019, 2018 and 2017, these operations accounted for approximately 24%, 24% and 25%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 24% and 23% of the Company’s consolidated assets at December 31, 2019 and 2018, respectively. Education Kaplan, a subsidiary of the Company, provides an extensive range of education and related services worldwide for students and professionals. In 2019, Kaplan, through its four segments discussed below, served more than 1,100,000 students and professionals worldwide and had associations with more than 4,000 companies and commercial relationships with more than 2,000 universities, colleges, schools and school districts across the globe. Kaplan conducts its operations through four segments: Kaplan International, Kaplan Higher Education, Kaplan Test Preparation and Kaplan Professional (U.S.). In addition, the results of the Kaplan Corporate segment include results of Kaplan’s investment activities in education technology companies. The following table presents revenues for each of Kaplan’s segments: Year Ended December 31 (in thousands) 2019 2018 2017 Kaplan International $ 750,245 $ 719,982 $ 697,999 Kaplan Higher Education 305,672 342,085 431,425 Kaplan Test Preparation 243,917 256,102 273,298 Kaplan Professional (U.S.) 144,897 134,187 115,839 Kaplan Corporate and Intersegment Eliminations 7,019 (1,341) (1,785) Total Kaplan Revenue $ 1,451,750 $ 1,451,015 $ 1,516,776 Kaplan International Kaplan International (KI) operates businesses in Europe and the Middle East, North America and the Asia Pacific region, each of which is discussed below. On July 11, 2019, Kaplan acquired Heverald, the owner of ESL Education, Europe’s largest language-travel agency, and Alpadia, a chain of German and French language schools and junior summer camps. Europe and Middle East. In Europe, KI operates the following businesses, all of which are based in the United Kingdom (U.K.) and Ireland: Kaplan UK, KI Pathways, KI Languages, Mander Portman Woodward, Dublin Business School and Kaplan Open Learning. In the Middle East, Kaplan International has operations in the United Arab Emirates. The Kaplan UK business in Europe, through Kaplan Financial Limited, is a provider of training, test preparation services and degrees for accounting and financial services professionals, including those studying for ACCA, CIMA and ICAEW qualifications. In addition, Kaplan UK
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