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Graham Holdings Company Annual Report 2019

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Graham Holdings Company Annual Report 2019 Graham Holdings Company Annual Report 2019 Form 10-K (NYSE:GHC) Published: February 25th, 2019 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, 2018 Commission file number 1-6714 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 Name of each exchange on which registered Class B Common Stock, par value 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 ý 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 ý 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 ý 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 ý No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 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. Large accelerated Accelerated Non-accelerated Smaller reporting Emerging growth filer ý 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 ý Aggregate market value of the registrant’s common equity held by non-affiliates on June 29, 2018, based on the closing price for the Company’s Class B Common Stock on the New York Stock Exchange on such date: approximately $2,500,000,000. Shares of common stock outstanding at February 20, 2019: Class A Common Stock – 964,001 shares Class B Common Stock – 4,353,623 shares Documents partially incorporated by reference: Definitive Proxy Statement for the registrant’s 2019 Annual Meeting of Stockholders (incorporated in Part III to the extent provided in Items 10, 11, 12, 13 and 14 hereof). GRAHAM HOLDINGS COMPANY 2018 FORM 10-K Item 1. Business 1 Education 1 Television Broadcasting 8 Other Activities 11 Competition 13 Executive Officers 15 Employees 15 Forward-Looking Statements 16 Available Information 16 Item 1A. Risk Factors 16 Item 1B. Unresolved Staff Comments 25 Item 2. Properties 25 Item 3. Legal Proceedings 27 Item 4. Mine Safety Disclosures 28 Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Selected Financial Data 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30 Item 8. Financial Statements and Supplementary Data 31 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 31 Item 9A. Controls and Procedures 31 Item 9B. Other Information 32 Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11. Executive Compensation 32 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32 Item 13. Certain Relationships and Related Transactions, and Director Independence 33 Item 14. Principal Accounting Fees and Services 33 Item 15. Exhibits, Financial Statement Schedules 33 Item 16. Form 10-K Summary 33 INDEX TO EXHIBITS 34 SIGNATURES 36 INDEX TO FINANCIAL INFORMATION 37 Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) 38 Financial Statements: Report of Independent Registered Public Accounting Firm 59 Consolidated Statements of Operations for the Three Years Ended December 31, 2018 61 Consolidated Statements of Comprehensive Income (Loss) for the Three Years Ended December 31, 2018 62 Consolidated Balance Sheets at December 31, 2018 and 2017 63 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2018 64 Consolidated Statements of Changes in Common Stockholders’ Equity for the Three Years Ended December 31, 2018 65 Notes to Consolidated Financial Statements 66 Five-Year Summary of Selected Historical Financial Data (Unaudited) 115 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. 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; Panoply, a podcast technology and advertising company; and Pinna, an ad-free audio streaming service for children. The Company also owns home health and hospice providers, four industrial companies, two automotive dealerships 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 2018, 2017 and 2016, these operations accounted for approximately 24%, 25% and 25%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 23% and 21% of the Company’s consolidated assets at December 31, 2018 and 2017, respectively. Education Kaplan, a subsidiary of the Company, provides an extensive range of education and related services worldwide for students and professionals. 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) 2018 2017 2016 Kaplan International $ 719,982 $ 697,999 $ 696,362 Kaplan Higher Education 342,085 431,425 501,784 Kaplan Test Preparation 256,102 273,298 286,556 Kaplan Professional (U.S.) 134,187 115,839 115,263 Kaplan Corporate and Intersegment Eliminations (1,341) (1,785) (1,504) Total Kaplan Revenue $ 1,451,015 $ 1,516,776 $ 1,598,461 Kaplan International Kaplan International (KI) operates businesses in Europe, the U.S. and the Asia Pacific region. Each of these businesses is discussed below. Europe. In Europe, KI operates the following businesses, all of which are based in the U.K. and Ireland: Kaplan UK, KI Pathways, KI English, Mander Portman Woodward, Dublin Business School and Kaplan Open Learning. 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 provides professional training. In 2018, Kaplan UK provided courses to over 50,000 students in accountancy and financial services. Kaplan UK is headquartered in London, England, and has 21 training centers located throughout the U.K. The KI Pathways business offers academic preparation programs especially designed for international students who wish to study in English-speaking countries. In 2018, university preparation programs were delivered in Australia, China, Japan, Myanmar, Singapore, the U.K. and the U.S., serving approximately 12,000 students in partnership with more than 40 universities. The KI English business provides English-language training, academic preparation programs and test preparation for English–proficiency exams, principally for students wishing to study and travel in English-speaking countries. KI English operates a total of 37 English-language schools, with 19 located in the U.K., Ireland, Australia, New Zealand and Canada and 18 located in the U.S. In 2018, KI English served approximately 36,000 students for in-class English-language instruction.
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