Graham Holdings Annual Report 2021 Form 10-K (NYSE:GHC) Published: February 24th, 2021 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, 2020 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐ 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 30, 2020, based on the closing price for the Company’s Class B Common Stock on the New York Stock Exchange on such date: approximately $1,400,000,000. Shares of common stock outstanding at February 19, 2021: Class A Common Stock – 964,001 shares Class B Common Stock – 4,038,125 shares Documents partially incorporated by reference: Definitive Proxy Statement for the registrant’s 2021 Annual Meeting of Stockholders (incorporated in Part III to the extent provided in Items 10, 11, 12, 13 and 14 hereof). GRAHAM HOLDINGS COMPANY 2020 FORM 10-K Item 1. Business 1 Education 1 Television Broadcasting 9 Other Activities 12 Competition 15 Executive Officers 17 Human Capital 18 Forward-Looking Statements 19 Available Information 19 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 32 Item 2. Properties 32 Item 3. Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36 Item 8. Financial Statements and Supplementary Data 37 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 37 Item 9A. Controls and Procedures 37 Item 9B. Other Information 38 Item 10. Directors, Executive Officers and Corporate Governance 38 Item 11. Executive Compensation 38 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions and Director Independence 38 Item 14. Principal Accounting Fees and Services 38 Item 15. Exhibits, Financial Statement Schedules 38 Item 16. Form 10-K Summary 38 INDEX TO EXHIBITS 39 SIGNATURES 41 INDEX TO FINANCIAL INFORMATION 42 Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) 43 Financial Statements: Report of Independent Registered Public Accounting Firm 66 Consolidated Statements of Operations for the Three Years Ended December 31, 2020 68 Consolidated Statements of Comprehensive Income (Loss) for the Three Years Ended December 31, 2020 69 Consolidated Balance Sheets at December 31, 2020 and 2019 70 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2020 71 Consolidated Statements of Changes in Common Stockholders’ Equity for the Three Years Ended December 31, 2020 72 Notes to Consolidated Financial Statements 73 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; and Pinna, an ad-free audio streaming service for children. The Company’s home health and hospice operations provide home health, hospice and palliative services. The Company’s manufacturing companies comprise the ownership of a supplier of pressure treated wood, an electrical solutions company, a manufacturer of lifting solutions, and a supplier of certain parts used in electric utilities and industrial systems. The Company also owns automotive dealerships, restaurants, a custom framing service company, a cybersecurity training company, a marketing solutions provider, and a customer data and analytics software company. The Company sold Megaphone, a technology podcasting company, in December 2020. 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 2020, 2019 and 2018, these operations accounted for approximately 22%, 24% and 24%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 21% and 24% of the Company’s consolidated assets at December 31, 2020 and 2019, respectively. Education Kaplan, a subsidiary of the Company, provides an extensive range of education and related services worldwide for students and professionals. In 2020, Kaplan served approximately 700,000 students and professionals worldwide and had associations with approximately 14,000 companies and commercial relationships with approximately 4,000 universities, colleges, schools and school districts across the globe. Kaplan conducts its operations through three segments: Kaplan North America Higher Education, Kaplan North America Supplemental Education, and Kaplan International. As more fully described below, Kaplan consolidated its former Kaplan Higher Education, Kaplan Test Preparation and Kaplan Professional segments into one business, Kaplan North America, operating through two segments, Higher Education and Supplemental Education. 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) 2020 2019 2018 Kaplan International $ 653,892 $ 750,245 $ 719,982 Kaplan North America Higher Education 316,095 305,672 342,085 Kaplan North America Supplemental Education 327,087 388,814 390,289 Kaplan Corporate and Intersegment Eliminations 8,639 7,019 (1,341) Total Kaplan Revenue $ 1,305,713 $ 1,451,750 $ 1,451,015 In 2020, Kaplan combined its three segments based in the United States (Kaplan Higher Education,