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Graham Holdings Co - Quarter Report: 2013 June (Form 10-Q)

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

x     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2013

or

     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-6714

 

THE WASHINGTON POST 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.)

 

 

1150 15th Street, N.W. Washington, D.C.

20071

(Address of principal executive offices)

(Zip Code)

(202) 334-6000

(Registrant’s telephone number, including area code)

 

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  x.    No  ¨.  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x.    No  ¨.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨.    No  x.  

Shares outstanding at August 2, 2013:

                                                    Class A Common Stock – 1,179,199 Shares

                                                    Class B Common Stock – 6,242,864 Shares

 

 

 

 

 


 

 

 

THE WASHINGTON POST COMPANY

Index to Form 10-Q

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

a.     Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012                                                  

           1

 

 

 

 

b.     Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012

           2

 

 

 

 

c.      Condensed Consolidated Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012

           3

 

 

 

 

d.     Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2013 and 2012

           4

 

 

 

 

e.     Notes to Condensed Consolidated Financial Statements (Unaudited)

           5

 

 

 

Item 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

         19

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

         26

 

 

 

Item 4.

Controls and Procedures

         26

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 6.

Exhibits

         27

 

 

Signatures

         28

 

 

 


 

 

 

PART I. FINANCIAL INFORMATION

 

Item  1.       Financial Statements

THE WASHINGTON POST COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

Three Months Ended

 

Six Months Ended

  

 

 

June 30,

 

June 30,

(In thousands, except per share amounts)

 

2013 

 

2012 

 

2013 

 

2012 

Operating Revenues

  

  

  

 

  

 

 

  

 

 

  

 

 

Education

 

$

 548,230 

 

$

 551,774 

 

$

 1,076,045 

 

$

 1,098,459 

 

Advertising

 

 

 186,702 

 

 

 186,486 

 

 

 349,850 

 

 

 354,044 

 

Circulation and subscriber

 

 

 227,753 

 

 

 217,747 

 

 

 449,462 

 

 

 431,424 

 

Other

 

 

 59,166 

 

 

 33,096 

 

 

 105,599 

 

 

 60,677 

 

 

 

 

 1,021,851 

 

 

 989,103 

 

 

 1,980,956 

 

 

 1,944,604 

Operating Costs and Expenses

  

  

 

 

  

 

 

  

 

 

  

 

 

Operating

 

 

 469,319 

 

 

 461,788 

 

 

 921,300 

 

 

 922,088 

 

Selling, general and administrative

 

 

 392,294 

 

 

 397,465 

 

 

 806,850 

 

 

 805,571 

 

Depreciation of property, plant and equipment

 

 

 63,875 

 

 

 62,401 

 

 

 129,666 

 

 

 124,325 

 

Amortization of intangible assets

 

 

 3,313 

 

 

 4,428 

 

 

 7,030 

 

 

 8,301 

 

 

 

 

 928,801 

 

 

 926,082 

 

 

 1,864,846 

 

 

 1,860,285 

Income from Operations

 

 

 93,050 

 

 

 63,021 

 

 

 116,110 

 

 

 84,319 

 

Equity in earnings of affiliates, net

 

 

 3,868 

 

 

 3,314 

 

 

 7,286 

 

 

 7,202 

 

Interest income

 

 

 522 

 

 

 775 

 

 

 1,032 

 

 

 1,844 

 

Interest expense

 

 

 (9,048) 

 

 

 (8,979) 

 

 

 (18,008) 

 

 

 (18,142) 

 

Other (expense) income, net

 

 

 (12,858) 

 

 

 (635) 

 

 

 (16,941) 

 

 

 7,953 

Income from Continuing Operations Before Income Taxes

 

 

 75,534 

 

 

 57,496 

 

 

 89,479 

 

 

 83,176 

Provision for Income Taxes

 

 

 30,400 

 

 

 21,200 

 

 

 37,700 

 

 

 32,900 

Income from Continuing Operations

 

 

 45,134 

 

 

 36,296 

 

 

 51,779 

 

 

 50,276 

Income (Loss) from Discontinued Operations, Net of Tax

 

 

 ― 

 

 

 15,751 

 

 

 (1,386) 

 

 

 33,339 

Net Income

 

 

 45,134 

 

 

 52,047 

 

 

 50,393 

 

 

 83,615 

Net Income Attributable to Noncontrolling Interests

 

 

 (253) 

 

 

 (11) 

 

 

 (350) 

 

 

 (81) 

Net Income Attributable to The Washington Post Company

 

 

 44,881 

 

 

 52,036 

 

 

 50,043 

 

 

 83,534 

Redeemable Preferred Stock Dividends

 

 

 (206) 

 

 

 (222) 

 

 

 (650) 

 

 

 (673) 

Net Income Attributable to The Washington Post

  

  

 

 

  

 

 

  

 

 

  

 

 

Company Common Stockholders

 

$

 44,675 

 

$

 51,814 

 

$

 49,393 

 

$

 82,861 

Amounts Attributable to The Washington Post Company

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stockholders

  

  

 

 

  

 

 

  

 

 

  

 

Income from continuing operations

 

$

 44,675 

 

$

 36,063 

 

$

 50,779 

 

$

 49,522 

Income (loss) from discontinued operations, net of tax

 

 

 ― 

 

 

 15,751 

 

 

 (1,386) 

 

 

 33,339 

Net income attributable to The Washington Post Company

 

 

 

 

 

 

 

 

 

 

 

 

 

common stockholders

 

$

 44,675 

 

$

 51,814 

 

$

 49,393 

 

$

 82,861 

Per Share Information Attributable to The Washington

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Company Common Stockholders

  

  

 

 

  

 

 

  

 

 

  

 

Basic income per common share from continuing operations

 

$

 6.02 

 

$

 4.76 

 

$

 6.84 

 

$

 6.48 

Basic income (loss) per common share from discontinued operations

 

 

 ― 

 

 

 2.08 

 

 

 (0.18) 

 

 

 4.39 

Basic net income per common share

 

$

 6.02 

 

$

 6.84 

 

$

 6.66 

 

$

 10.87 

Basic average number of common shares outstanding

 

 

 7,229 

 

 

 7,431 

 

 

 7,228 

 

 

 7,473 

Diluted income per common share from continuing operations

 

$

 6.02 

 

$

 4.76 

 

$

 6.84 

 

$

 6.48 

Diluted income (loss) per common share from discontinued operations

 

 

 ― 

 

 

 2.08 

 

 

 (0.18) 

 

 

 4.39 

Diluted net income per common share

 

$

 6.02 

 

$

 6.84 

 

$

 6.66 

 

$

 10.87 

Diluted average number of common shares outstanding

 

 

 7,283 

 

 

 7,545 

 

 

 7,276 

 

 

 7,580 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

1

 


 

 

 

THE WASHINGTON POST COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Three Months Ended

 

Six Months Ended

  

 

 

 

June 30,

 

June 30,

(In thousands)

2013 

 

2012 

 

2013 

 

2012 

Net Income

$

 45,134 

 

$

 52,047 

 

$

 50,393 

 

$

 83,615 

Other Comprehensive Income (Loss), Before Tax

  

  

 

 

  

 

 

  

 

 

  

 

Foreign currency translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments arising during the period

 

 (3,509) 

 

 

 (8,911) 

 

 

 (7,700) 

 

 

 (1,088) 

 

 

Adjustment for sales of businesses with foreign operations

 

 ― 

 

 

 8 

 

 

 ― 

 

 

 521 

 

 

 

 

 

 (3,509) 

 

 

 (8,903) 

 

 

 (7,700) 

 

 

 (567) 

 

Unrealized gains on available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains for the period

 

 31,423 

 

 

 6,590 

 

 

 80,501 

 

 

 38,905 

 

 

Reclassification adjustment for gain on available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

included in net income

 

 (333) 

 

 

 (772) 

 

 

 (884) 

 

 

 (772) 

 

 

 

 

 

 31,090 

 

 

 5,818 

 

 

 79,617 

 

 

 38,133 

 

Pension and other postretirement plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net prior service credit included in net income

 

 (384) 

 

 

 (470) 

 

 

 (821) 

 

 

 (921) 

 

 

Amortization of net actuarial loss included in net income

 

 2,004 

 

 

 2,590 

 

 

 4,321 

 

 

 4,247 

 

 

Settlement gain included in net income

 

 ― 

 

 

 ― 

 

 

 (3,471) 

 

 

 ― 

 

 

 

 

 1,620 

 

 

 2,120 

 

 

 29 

 

 

 3,326 

 

Cash flow hedge gain (loss)

 

 214 

 

 

 (1,342) 

 

 

 244 

 

 

 (1,377) 

Other Comprehensive Income (Loss), Before Tax

 

 29,415 

 

 

 (2,307) 

 

 

 72,190 

 

 

 39,515 

 

Income tax expense related to items of other comprehensive income

 

 (13,170) 

 

 

 (2,638) 

 

 

 (31,957) 

 

 

 (16,031) 

Other Comprehensive Income (Loss), Net of Tax

 

 16,245 

 

 

 (4,945) 

 

 

 40,233 

 

 

 23,484 

Comprehensive Income

 

 61,379 

 

 

 47,102 

 

 

 90,626 

 

 

 107,099 

 

Comprehensive income attributable to noncontrolling interests

 

 (254) 

 

 

 (17) 

 

 

 (372) 

 

 

 (107) 

Total Comprehensive Income Attributable to The Washington

 

 

 

 

 

 

 

 

 

 

 

 

Post Company

$

 61,125 

 

$

 47,085 

 

$

 90,254 

 

$

 106,992 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2

 


 

 

 

THE WASHINGTON POST COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

June 30,

 

December 31,

(in thousands)

 

2013 

 

2012 

 

 

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 386,567 

 

$

 512,431 

 

Restricted cash

 

 

 30,351 

 

 

 28,538 

 

Investments in marketable equity securities and other investments

 

 

 495,219 

 

 

 418,938 

 

Accounts receivable, net

 

 

 364,963 

 

 

 399,204 

 

Deferred income taxes

 

 

 ― 

 

 

 3,974 

 

Inventories

 

 

 4,541 

 

 

 7,985 

 

Other current assets

 

 

 84,227 

 

 

 82,692 

 

 

Total Current Assets

 

 

 1,365,868 

 

 

 1,453,762 

Property, Plant and Equipment, Net

 

 

 1,031,754 

 

 

 1,081,237 

Investments in Affiliates

 

 

 27,386 

 

 

 15,535 

Goodwill, Net

 

 

 1,288,419 

 

 

 1,317,915 

Indefinite-Lived Intangible Assets, Net

 

 

 539,728 

 

 

 539,728 

Amortized Intangible Assets, Net

 

 

 38,535 

 

 

 45,577 

Prepaid Pension Cost

 

 

 579,303 

 

 

 604,823 

Deferred Charges and Other Assets

 

 

 53,027 

 

 

 46,492 

 

 

Total Assets

 

$

 4,924,020 

 

$

 5,105,069 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

  

 

 

  

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

 447,538 

 

$

 486,396 

 

Income taxes payable

 

 

 15,061 

 

 

 726 

 

Deferred income taxes

 

 

 27,944 

 

 

 ― 

 

Deferred revenue

 

 

 369,631 

 

 

 395,837 

 

Dividends declared

 

 

 213 

 

 

 ― 

 

Short-term borrowings

 

 

 3,129 

 

 

 243,327 

 

 

Total Current Liabilities

 

 

 863,516 

 

 

 1,126,286 

Postretirement Benefits Other Than Pensions

 

 

 61,369 

 

 

 59,949 

Accrued Compensation and Related Benefits

 

 

 216,222 

 

 

 216,280 

Other Liabilities

 

 

 102,837 

 

 

 109,774 

Deferred Income Taxes

 

 

 531,384 

 

 

 529,427 

Long-Term Debt

 

 

 446,904 

 

 

 453,384 

 

 

Total Liabilities

 

 

 2,222,232 

 

 

 2,495,100 

Redeemable Noncontrolling Interest

 

 

 6,012 

 

 

 12,655 

Redeemable Preferred Stock

 

 

 10,665 

 

 

 11,096 

Preferred Stock

 

 

 ― 

 

 

 ― 

Common Stockholders’ Equity

 

  

 

 

  

 

 

Common stock

 

 

 20,000 

 

 

 20,000 

 

Capital in excess of par value

 

 

 252,767 

 

 

 240,746 

 

Retained earnings

 

 

 4,596,167 

 

 

 4,546,775 

 

Accumulated other comprehensive income, net of tax

 

  

 

 

  

 

 

 

Cumulative foreign currency translation adjustment

 

 

 18,372 

 

 

 26,072 

 

 

Unrealized gain on available-for-sale securities

 

 

 158,323 

 

 

 110,553 

 

 

Unrealized gain on pensions and other postretirement plans

 

 

 117,186 

 

 

 117,169 

 

 

Cash flow hedge

 

 

 (794) 

 

 

 (940) 

 

Cost of Class B common stock held in treasury

 

 

 (2,477,248) 

 

 

 (2,474,347) 

 

 

Total Common Stockholders’ Equity

 

 

 2,684,773 

 

 

 2,586,028 

Noncontrolling Interests

 

 

 338 

 

 

 190 

 

 

Total Equity

 

 

 2,685,111 

 

 

 2,586,218 

 

 

 

Total Liabilities and Equity

 

$

 4,924,020 

 

$

 5,105,069 

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3

 


 

 

 

THE WASHINGTON POST COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

  

 

 

 

June 30,

(in thousands)

 

2013 

 

2012 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net Income

 

$

 50,393 

 

$

 83,615 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 129,848 

 

 

126,276 

 

Amortization of intangible assets

 

 

 7,030 

 

 

 8,738 

 

Net pension expense

 

 

8,582 

 

 

4,634 

 

Early retirement program expense

 

 

 22,700 

 

 

 1,022 

 

Foreign exchange loss (gain)

 

 

 17,236 

 

 

 (68) 

 

Net loss (gain) on sales of businesses

 

 

 70 

 

 

 (26,459) 

 

Net gain on sales or write-downs of marketable equity securities and cost method investments

 

 

 (696) 

 

 

 (7,375) 

 

Equity in earnings of affiliates, net of distributions

 

 

 (7,277) 

 

 

 (7,202) 

 

Provision (benefit) for deferred income taxes

 

 

 263 

 

 

 (11,698) 

 

Net loss (gain) on sale of property, plant and equipment

 

 

 377 

 

 

 (1,528) 

 

Change in assets and liabilities:

 

 

 

 

 

 

 

 

Decrease in accounts receivable, net

 

 

 29,608 

 

 

 32,736 

 

 

Decrease (increase) in inventories

 

 

 3,046 

 

 

 (102) 

 

 

Decrease in accounts payable and accrued liabilities

 

 

 (58,715) 

 

 

 (24,145) 

 

 

Decrease in deferred revenue

 

 

 (13,980) 

 

 

 (15,702) 

 

 

Increase in income taxes payable

 

 

 14,430 

 

 

 3,823 

 

 

(Increase) decrease in other assets and other liabilities, net

 

 

 (6,394) 

 

 

 2,292 

 

Other

 

 

 990 

 

 

 850 

 

 

Net Cash Provided by Operating Activities

 

 

 197,511 

 

 

 169,707 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

 (87,652) 

 

 

 (97,830) 

 

Purchases of marketable equity securities and other investments

 

 

 (10,754) 

 

 

 (46,133) 

 

Net proceeds from sales of businesses, property, plant and equipment and other assets

 

 

 5,341 

 

 

 73,959 

 

Investments in certain businesses, net of cash acquired

 

 

 (1,200) 

 

 

 (8,971) 

 

Other

 

 

 11 

 

 

 1,623 

 

 

Net Cash Used in Investing Activities

 

 

 (94,254) 

 

 

 (77,352) 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Repayment of short-term borrowing

 

 

 (240,121) 

 

 

 (109,671) 

 

Common shares repurchased

 

 

 (4,196) 

 

 

 (74,472) 

 

Purchase of shares from a noncontrolling interest

 

 

 (3,115) 

 

 

 ― 

 

Dividends paid

 

 

 (437) 

 

 

 (37,775) 

 

Other

 

 

 23,216 

 

 

 11,438 

 

 

Net Cash Used in Financing Activities

 

 

 (224,653) 

 

 

 (210,480) 

Effect of Currency Exchange Rate Change

 

 

 (4,468) 

 

 

 1,145 

Net Decrease in Cash and Cash Equivalents

 

 

 (125,864) 

 

 

 (116,980) 

Beginning Cash and Cash Equivalents

 

 

 512,431 

 

 

 381,099 

Ending Cash and Cash Equivalents

 

$

 386,567 

 

$

 264,119 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4

 


 

 

 

THE WASHINGTON POST COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

The Washington Post Company, Inc. (the Company) is a diversified education and media company. The Company’s Kaplan subsidiary provides a wide variety of educational services, both domestically and outside the United States. The Company’s media operations consist of the ownership and operation of cable television systems, newspaper publishing (principally The Washington Post), and television broadcasting (through the ownership and operation of six television broadcast stations).

Financial Periods – The Company and its subsidiaries report on a calendar-quarter basis, with the exception of most of the newspaper publishing operations, which report on a thirteen week quarter ending on the Sunday nearest the calendar quarter-end.

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared in accordance with: (i) generally accepted accounting principles in the United States of America (GAAP) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, for financial statements required to be filed with the Securities and Exchange Commission (SEC). They include the assets, liabilities, results of operations and cash flows of the Company, including its domestic and foreign subsidiaries that are more than 50% owned or otherwise controlled by the Company. As permitted under such rules, certain notes and other financial information normally required by GAAP have been condensed or omitted. Management believes the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and six months ended June 30, 2013 and 2012 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Certain amounts in previously issued financial statements have been reclassified to conform to the current year presentation, which includes the reclassification of the results of operations of certain businesses as discontinued operations for all periods presented.

Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements – The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates.

Recently Adopted and Issued Accounting PronouncementsIn February 2013, the Financial Accounting Standards Board (FASB) issued final guidance on the presentation of reclassifications out of other comprehensive income to net income. The amendment requires an entity to provide information about the amounts reclassified out of other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in a footnote, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, only if the amount reclassified is required by GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide detail about those amounts. This amendment is effective for interim and fiscal years beginning after December 15, 2012. The adoption of the amendment in the first quarter of 2013 is reflected in the Company's Notes to Condensed Consolidated Financial Statements

 

 

5

 


 

 

 

2. DISCONTINUED OPERATIONS

 

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. Under the terms of the agreement, the purchaser received most of the assets and liabilities; however, certain land and buildings and other assets and liabilities were retained by the Company. The results of operations of The Herald for the three and six months ended June 30, 2013 and 2012, are included in the Company’s Condensed Consolidated Statements of Operations as Income (Loss) from Discontinued Operations, Net of Tax. All corresponding prior period operating results presented in the Company’s Condensed Consolidated Financial Statements and the accompanying notes have been reclassified to reflect the discontinued operations presented. The Company did not reclassify its Condensed Consolidated Balance Sheets or Statements of Cash Flows to reflect the discontinued operations.

 

In August 2012, the Company completed the sale of Kidum and recorded a pre-tax gain of $3.6 million and an after-tax gain of $10.2 million related to this sale in the third quarter of 2012. On July 31, 2012, the Company disposed of its interest in Avenue100 Media Solutions, Inc. and recorded a pre-tax loss of $5.7 million related to the disposition. An income tax benefit of $44.5 million was also recorded in the third quarter of 2012 as the Company determined that Avenue100 had no value. The income tax benefit was due to the Company’s tax basis in the stock of Avenue100 exceeding its net book value, as a result of goodwill and other intangible asset impairment charges recorded in 2008, 2010 and 2011 for which no tax benefit was previously recorded. In April 2012, the Company completed the sale of Kaplan EduNeering. Under the terms of the agreement, the purchaser acquired the stock of EduNeering and received substantially all the assets and liabilities. In the second quarter of 2012, the Company recorded an after-tax gain of $18.5 million related to this sale. In February 2012, Kaplan completed the stock sale of Kaplan Learning Technologies (KLT) and recorded an after-tax loss on the sale of $1.9 million. The Company recorded $23.2 million of income tax benefits in the first quarter of 2012 in connection with the sale of its stock in EduNeering and KLT related to the excess of the outside stock tax basis over the net book value of the net assets disposed. The results of operations of Kidum, Avenue100, EduNeering, and KLT, for the three and six months ended June 30, 2012 are included in the Company’s Condensed Consolidated Statement of Operations as Income (Loss) from Discontinued Operations, Net of Tax.

 

The summarized income (loss) from discontinued operations, net of tax, is presented below:  

 

  

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Operating revenues

 

$

 ― 

 

$

 17,908 

 

$

 3,461 

 

$

 41,079 

Operating costs and expenses

 

 

 ― 

 

 

 (22,068) 

 

 

 (5,477) 

 

 

 (49,412) 

Loss from discontinued operations

 

 

 ― 

 

 

 (4,160) 

 

 

 (2,016) 

 

 

 (8,333) 

Benefit from income taxes

 

 

 ― 

 

 

 (1,370) 

 

 

 (676) 

 

 

 (2,759) 

Net Loss from Discontinued Operations

 

 

 ― 

 

 

 (2,790) 

 

 

 (1,340) 

 

 

 (5,574) 

Gain (loss) on sales of discontinued operations

 

 

 ― 

 

 

 29,541 

 

 

 (70) 

 

 

 26,459 

Provision (benefit) for income taxes on sales of discontinued operations

 

 

 ― 

 

 

 11,000 

 

 

 (24) 

 

 

 (12,454) 

Income (Loss) from Discontinued Operations, Net of Tax

 

$

 ― 

 

$

 15,751 

 

$

 (1,386) 

 

$

 33,339 

 

3. INVESTMENTS

 

Investments in marketable equity securities comprised the following:

 

 

 

As of

  

 

June 30,

 

December 31,

(in thousands)

 

2013 

 

2012 

Total cost

 

$

 193,159 

 

$

 195,832 

Net unrealized gains

 

 

 263,872 

 

 

 184,255 

Total Fair Value

 

$

 457,031 

 

$

 380,087 

 

There were no new investments in marketable equity securities during the first six months of 2013.  The Company invested $45.0 million in marketable equity securities during the first six months of 2012. During the first six months of 2013 and 2012, the proceeds from sales of marketable equity securities were $3.6 million and $2.0 million, respectively, and net realized gains on such sales were $0.9 million and $0.5 million, respectively.

 

 

6

 


 

 

 

As of June 30, 2013, the Company has a $3.5 million unrealized loss on its investment in Strayer Education, Inc., a publicly traded company. At June 30, 2013, the investment has been in an unrealized loss position for under three months. The Company evaluated this investment for other-than-temporary impairment based on various factors, including the duration and severity of the unrealized loss, the reason for the decline in value and the potential recovery period, and the ability and intent to hold the investment and concluded that the unrealized loss is not other-than-temporary as of June 30, 2013. If any impairment is considered other-than-temporary, the investment will be written down to its fair market value with a corresponding charge to the Consolidated Statement of Operations.

 

4. ACQUISITIONS AND DISPOSITIONS

 

In the first six months of 2013, the Company acquired two small businesses included in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets on a preliminary basis. In the first six months of 2012, the Company acquired four small businesses included in its education division and in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets. The assets and liabilities of the companies acquired have been recorded at their estimated fair values at the date of acquisition.

 

In the second quarter of 2013, Kaplan purchased the remaining 15% noncontrolling interest in Kaplan China; this additional interest was accounted for as an equity transaction.

 

On August 1, 2013, the Company completed its acquisition of Forney Corporation, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications. The operating results of Forney will be included in other businesses.

 

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. The Herald was previously reported in the newspaper publishing division.  Kaplan completed the sales of EduNeering in April 2012 and Kaplan Learning Technologies in February 2012, which were part of the Kaplan Ventures division.

 

5. GOODWILL AND OTHER INTANGIBLE ASSETS

 

Amortization of intangible assets for the three months ended June 30, 2013 and 2012 was $3.3 million and $4.4 million, respectively. Amortization of intangible assets for the six months ended June 30, 2013 and 2012 was $7.0 million and $8.3 million, respectively. Amortization of intangible assets is estimated to be approximately $6 million for the remainder of 2013, $9 million in 2014, $7 million in 2015, $6 million in 2016, $4 million in 2017, $4 million in 2018 and $3 million thereafter.

 

The changes in the carrying amount of goodwill, by segment, were as follows:

 

  

 

 

 

 

Cable

 

Newspaper

 

Television

 

Other

 

 

 

(in thousands)

Education

 

Television

 

Publishing

 

Broadcasting

 

Businesses

 

Total

Balance as of December 31, 2012

  

  

 

  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

$

 1,097,058 

 

$

 85,488 

 

$

 81,183 

 

$

 203,165 

 

$

 19,052 

 

$

 1,485,946 

 

Accumulated impairment losses

 

 (102,259) 

 

 

 ― 

 

 

 (65,772) 

 

 

 ― 

 

 

 ― 

 

 

 (168,031) 

 

 

 

 994,799 

 

 

 85,488 

 

 

 15,411 

 

 

 203,165 

 

 

 19,052 

 

 

 1,317,915 

Acquisitions

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 2,521 

 

 

 2,521 

Foreign currency exchange rate changes

 

 (32,017) 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 (32,017) 

Balance as of June 30, 2013

  

  

 

  

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Goodwill

 

 1,065,041 

 

 

 85,488 

 

 

 71,448 

 

 

 203,165 

 

 

 21,573 

 

 

 1,446,715 

 

Accumulated impairment losses

 

 (102,259) 

 

 

 ― 

 

 

 (56,037) 

 

 

 ― 

 

 

 ― 

 

 

 (158,296) 

 

 

$

 962,782 

 

$

 85,488 

 

$

 15,411 

 

$

 203,165 

 

$

 21,573 

 

$

 1,288,419 

 

The changes in carrying amount of goodwill at the Company’s education division were as follows:

 

  

 

Higher

 

Test

 

Kaplan

 

 

 

(in thousands)

Education

 

Preparation

 

International

 

Total

 

Balance as of December 31, 2012

  

  

 

  

  

 

 

 

 

 

 

 

 

Goodwill

$

 409,184 

 

$

 152,187 

 

$

 535,687 

 

$

 1,097,058 

 

 

Accumulated impairment losses

 

 ― 

 

 

 (102,259) 

 

 

 ― 

 

 

 (102,259) 

 

 

 

 

 409,184 

 

 

 49,928 

 

 

 535,687 

 

 

 994,799 

 

Foreign currency exchange rate changes

 

 (129) 

 

 

 ― 

 

 

 (31,888) 

 

 

 (32,017) 

 

Balance as of June 30, 2013

  

 

 

  

 

 

 

 

 

 

 

 

 

Goodwill

 

 409,055 

 

 

 152,187 

 

 

 503,799 

 

 

 1,065,041 

 

 

Accumulated impairment losses

 

 ― 

 

 

 (102,259) 

 

 

 ― 

 

 

 (102,259) 

 

 

 

$

 409,055 

 

$

 49,928 

 

$

 503,799 

 

$

 962,782 

 

 

7

 


 

 

 

 

Other intangible assets consist of the following:

 

 

 

 

 

As of June 30, 2013

 

As of December 31, 2012

 

 

 

 

Gross

 

 

 

Net

 

Gross

 

 

 

 

Net

  

 

Useful Life

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

(in thousands)

Range

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

Amortized Intangible Assets

 

 

  

  

 

  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-compete agreements

2-5 years

 

$

 13,850 

 

$

 12,790 

 

$

 1,060 

 

$

 14,008 

 

$

 12,546 

 

$

 1,462 

 

Student and customer relationships

2-10 years

 

 

 71,946 

 

 

 43,314 

 

 

 28,632 

 

 

 73,693 

 

 

 40,787 

 

 

 32,906 

 

Databases and technology

3-5 years

 

 

 6,457 

 

 

 6,457 

 

 

 ― 

 

 

 6,457 

 

 

 5,707 

 

 

 750 

 

Trade names and trademarks

2-10 years

 

 

 25,945 

 

 

 18,433 

 

 

 7,512 

 

 

 26,634 

 

 

 18,185 

 

 

 8,449 

 

Other

1-25 years

 

 

 8,733 

 

 

 7,402 

 

 

 1,331 

 

 

 8,849 

 

 

 6,839 

 

 

 2,010 

 

 

 

 

$

 126,931 

 

$

 88,396 

 

$

 38,535 

 

$

 129,641 

 

$

 84,064 

 

$

 45,577 

Indefinite-Lived Intangible Assets

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Franchise agreements

 

 

$

 496,321 

 

 

 

 

 

 

 

$

 496,321 

 

 

 

 

 

 

 

Wireless licenses

 

 

 

 22,150 

 

 

 

 

 

 

 

 

 22,150 

 

 

 

 

 

 

 

Licensure and accreditation

 

 

 

 7,371 

 

 

 

 

 

 

 

 

 7,371 

 

 

 

 

 

 

 

Other

 

 

 

 13,886 

 

 

 

 

 

 

 

 

 13,886 

 

 

 

 

 

 

 

 

 

 

$

 539,728 

 

 

 

 

 

 

 

$

 539,728 

 

 

 

 

 

 

 

6. DEBT

 

The Company’s borrowings consist of the following:

 

 

As of

 

June 30,

 

December 31,

(in thousands)

2013 

 

2012 

7.25% unsecured notes due February 1, 2019

$

 397,686 

 

$

 397,479 

USD Revolving credit borrowing

 

 ― 

 

 

 240,121 

AUD Revolving credit borrowing

 

 45,664 

 

 

 51,915 

Other indebtedness

 

 6,683 

 

 

 7,196 

Total Debt

 

 450,033 

 

 

 696,711 

Less: current portion

 

 (3,129) 

 

 

 (243,327) 

Total Long-Term Debt

$

 446,904 

 

$

 453,384 

 

The Company’s other indebtedness at June 30, 2013 and December 31, 2012 is at interest rates from 0% to 6% and matures from 2013 to 2017.

 

During the three months ended June 30, 2013 and 2012, the Company had average borrowings outstanding of approximately $454.1 million and $455.5 million, respectively, at average annual interest rates of approximately 7.0%. During the three months ended June 30, 2013 and 2012, the Company incurred net interest expense of $8.5 million and $8.2 million, respectively.

 

During the six months ended June 30, 2013 and 2012, the Company had average borrowings outstanding of approximately $489.5 million and $472.0 million, respectively, at average annual interest rates of approximately 7.0%. During the six months ended June 30, 2013 and 2012, the Company incurred net interest expense of $17.0 million and $16.3 million, respectively.

 

At June 30, 2013, the fair value of the Company’s 7.25% unsecured notes, based on quoted market prices, totaled $461.8 million, compared with the carrying amount of $397.7 million. At December 31, 2012, the fair value of the Company’s 7.25% unsecured notes, based on quoted market prices, totaled $481.4 million, compared with the carrying amount of $397.5 million. The carrying value of the Company’s other unsecured debt at June 30, 2013 approximates fair value.

 

8

 


 

 

 

7. FAIR VALUE MEASUREMENTS

 

Fair value measurements are determined based on the assumptions that a market participant would use in pricing an asset or liability based on a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) observable inputs, such as quoted prices in active markets (Level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2); and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

 

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:

 

(in thousands)

 

Level 1

 

Level 2

 

Total

As of June 30, 2013

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

Money market investments (1) 

 

$

 ― 

 

$

 290,500 

 

$

 290,500 

 

Marketable equity securities (3) 

 

 

 457,031 

 

 

 ― 

 

 

 457,031 

 

Other current investments (4) 

 

 

 14,978 

 

 

 23,210 

 

 

 38,188 

 

 

Total Financial Assets

 

$

 472,009 

 

$

 313,710 

 

$

 785,719 

  

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Deferred compensation plan liabilities (5) 

 

$

 ― 

 

$

 62,358 

 

$

 62,358 

 

7.25% unsecured notes (6) 

 

 

 ― 

 

 

 461,812 

 

 

 461,812 

 

AUD revolving credit borrowing (6) 

 

 

 ― 

 

 

 45,664 

 

 

 45,664 

 

Interest rate swap (7) 

 

 

 ― 

 

 

 1,323 

 

 

 1,323 

 

 

Total Financial Liabilities

 

$

 ― 

 

$

 571,157 

 

$

 571,157 

 

As of December 31, 2012

 

  

  

 

  

  

 

  

  

Assets

 

 

 

 

 

 

 

 

 

 

Money market investments (2) 

 

$

 ― 

 

$

 432,670 

 

$

 432,670 

 

Marketable equity securities (3) 

 

 

 380,087 

 

 

 ― 

 

 

 380,087 

 

Other current investments (4) 

 

 

 14,134 

 

 

 24,717 

 

 

 38,851 

 

 

Total Financial Assets

 

$

 394,221 

 

$

 457,387 

 

$

 851,608 

  

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Deferred compensation plan liabilities (5) 

 

$

 ― 

 

$

 62,297 

 

$

 62,297 

 

7.25% unsecured notes (6) 

 

 

 ― 

 

 

 481,424 

 

 

 481,424 

 

AUD revolving credit borrowing (6) 

 

 

 ― 

 

 

 51,915 

 

 

 51,915 

 

Interest rate swap (7) 

 

 

 ― 

 

 

 1,567 

 

 

 1,567 

 

 

Total Financial Liabilities

 

$

 ― 

 

$

 597,203 

 

$

 597,203 

 

 

 

 

 

 

 

 

 

 

 

 

____________

(1)       The Company’s money market investments are included in cash and cash equivalents.

(2)       The Company’s money market investments are included in cash, cash equivalents and restricted cash.

(3)       The Company’s investments in marketable equity securities are classified as available-for-sale.

(4)       Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits (with original maturities greater than 90 days, but less than one year).

(5)       Includes The Washington Post Company Deferred Compensation Plan and supplemental savings plan benefits under The Washington Post Company Supplemental Executive Retirement Plan, which are included in accrued compensation and related benefits.

(6)       See Note 6 for carrying amount of these notes and borrowing.

(7)       Included in Other liabilities. The Company utilized a market approach model using the notional amount of the interest rate swap multiplied by the observable inputs of time to maturity and market interest rates.

 

For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability.

 

9

 


 

 

 

8. EARNINGS PER SHARE

 

The Company’s earnings per share from continuing operations (basic and diluted) are presented below:

 

  

 

 

 

Three Months Ended

 

Six Months Ended

  

 

 

 

June 30,

 

June 30,

(in thousands, except per share amounts)

 

2013 

 

2012 

 

2013 

 

2012 

Income from continuing operations attributable to The

  

  

  

 

 

 

 

 

 

 

 

 

 

Washington Post Company common stockholders

 

$

 44,675 

 

$

 36,063 

 

$

 50,779 

 

$

 49,522 

Less: Amount attributable to participating securities

 

 

 (1,159) 

 

 

 (711) 

 

 

 (1,318) 

 

 

 (1,079) 

Basic income from continuing operations attributable to

 

 

  

 

 

  

 

 

  

 

 

  

 

The Washington Post Company common stockholders

 

$

 43,516 

 

$

 35,352 

 

$

 49,461 

 

$

 48,443 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus: Amount attributable to participating securities

  

 

 1,159 

 

 

 711 

 

 

 1,318 

 

 

 1,079 

Diluted income from continuing operations attributable to

 

 

  

 

 

  

 

 

  

 

 

  

 

The Washington Post Company common stockholders

 

$

 44,675 

 

$

 36,063 

 

$

 50,779 

 

$

 49,522 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

 7,229 

 

 

 7,431 

 

 

 7,228 

 

 

 7,473 

Plus: Effect of dilutive shares related to stock options and restricted stock

 

 

 54 

 

 

 114 

 

 

 48 

 

 

 107 

Diluted weighted average shares outstanding

 

 

 7,283 

 

 

 7,545 

 

 

 7,276 

 

 

 7,580 

  

 

 

 

 

  

 

 

  

 

 

  

 

 

  

Income Per Share from Continuing Operations Attributable

  

  

  

 

  

  

 

  

  

 

  

  

 

to The Washington Post Company Common Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 6.02 

 

$

 4.76 

 

$

 6.84 

 

$

 6.48 

  

 

Diluted

 

$

 6.02 

 

$

 4.76 

 

$

 6.84 

 

$

 6.48 

 

For the three and six months ended June 30, 2013 and 2012, the basic earnings per share computed under the two-class method is lower than the diluted earnings per share computed under the if-converted method for participating securities, resulting in the presentation of the lower amount in diluted earnings per share. The diluted earnings per share amounts for the three and six months ended June 30, 2013 exclude the effects of 63,000 and 63,750 stock options outstanding, respectively, as their inclusion would have been antidilutive. The diluted earnings per share amounts for the three and six months ended June 30, 2013 exclude the effects of 51,300 restricted stock awards, as their inclusion would have been antidilutive. The diluted earnings per share amounts for the three and six months ended June 30, 2012 exclude the effects of 125,044 and 113,294 stock options outstanding, respectively, as their inclusion would have been antidilutive. The diluted earnings per share amounts for the three and six months ended June 30, 2012 exclude the effects of 51,500 restricted stock awards, as their inclusion would have been antidilutive.

 

In the three and six months ended June 30, 2012, the Company declared regular dividends totaling $2.45 and $7.35 per share, respectively. In December 2012, the Company declared and paid an accelerated cash dividend totaling $9.80 per share, in lieu of regular quarterly dividends that the Company otherwise would have declared and paid in calendar year 2013.

 

9. PENSION AND POSTRETIREMENT PLANS

 

Defined Benefit Plans. The total cost arising from the Company’s defined benefit pension plans, including a portion included in discontinued operations, consists of the following components:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Service cost

 

$

 12,710 

 

$

 8,701 

 

$

 26,075 

 

$

 17,808 

Interest cost

 

 

 14,243 

 

 

 14,829 

 

 

 28,534 

 

 

 29,420 

Expected return on assets

 

 

 (25,467) 

 

 

 (24,510) 

 

 

 (51,789) 

 

 

 (48,522) 

Amortization of prior service cost

 

 

 909 

 

 

 919 

 

 

 1,818 

 

 

 1,856 

Recognized actuarial loss

 

 

 1,797 

 

 

 2,503 

 

 

 3,944 

 

 

 4,072 

Net Periodic Cost

 

 

 4,192 

 

 

 2,442 

 

 

 8,582 

 

 

 4,634 

Early retirement programs expense

 

 

 8,442 

 

 

 ― 

 

 

 22,700 

 

 

 1,022 

Total Cost

 

$

 12,634 

 

$

 2,442 

 

$

 31,282 

 

$

 5,656 

 

 

10

 


 

 

 

The Company announced a Voluntary Retirement Incentive Program in February 2013, which was offered to certain employees of the Washington Post newspaper. The total early retirement program expense for this program for the six months ended June 30, 2013 was $20.4 million. Of this amount, $12.0 million was recorded in the first quarter of 2013 and $8.4 million was recorded in the second quarter of 2013. In addition, the Washington Post newspaper recorded $2.3 million in special separation benefits for a group of employees in the first quarter of 2013. The early retirement program expense and special separation benefits for these programs are being funded from the assets of the Company’s pension plan.

 

In the first quarter of 2012, the Company offered a Voluntary Retirement Incentive Program to certain employees of Post-Newsweek Media and recorded early retirement program expense of $1.0 million. The early retirement program expense for these programs was funded from the assets of the Company’s pension plan.

 

The total cost arising from the Company’s Supplemental Executive Retirement Plan (SERP) consists of the following components:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Service cost

 

$

 430 

 

$

 366 

 

$

 859 

 

$

 733 

Interest cost

 

 

 1,023 

 

 

 1,061 

 

 

 2,046 

 

 

 2,121 

Amortization of prior service cost

 

 

 13 

 

 

 13 

 

 

 27 

 

 

 27 

Recognized actuarial loss

 

 

 711 

 

 

 459 

 

 

 1,422 

 

 

 917 

Total Cost

 

$

 2,177 

 

$

 1,899 

 

$

 4,354 

 

$

 3,798 

 

Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of a relatively small number of stocks and high-quality fixed-income securities that are held by a third-party trustee. The assets of the Company’s pension plan were allocated as follows:

 

 

 

As of

 

 

June 30,

 

December 31,

 

 

2013 

 

2012 

U.S. equities

 

 

 62 

%

 

 

 64 

%

U.S. fixed income

 

 

 13 

%

 

 

 13 

%

International equities

 

 

 25 

%

 

 

 23 

%

 

 

 

 100 

%

 

 

 100 

%

 

Essentially all of the assets are actively managed by two investment companies. The goal of the investment managers is to produce moderate long-term growth in the value of these assets, while protecting them against large decreases in value. Both of these managers may invest in a combination of equity and fixed-income securities and cash. The managers are not permitted to invest in securities of the Company or in alternative investments. The investment managers cannot invest more than 20% of the assets at the time of purchase in the stock of Berkshire Hathaway or more than 10% of the assets in the securities of any other single issuer, except for obligations of the U.S. Government, without receiving prior approval by the Plan administrator. As of June 30, 2013, the managers can invest no more than 24% of the assets in international stocks at the time the investment is made, and no less than 10% of the assets could be invested in fixed-income securities. None of the assets is managed internally by the Company.

 

In determining the expected rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the Company may consult with and consider the input of financial and other professionals in developing appropriate return benchmarks.

 

The Company evaluated its defined benefit pension plan asset portfolio for the existence of significant concentrations (defined as greater than 10% of plan assets) of credit risk as of June 30, 2013. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country and individual fund. At June 30, 2013 and December 31, 2012, the pension plan held common stock in one investment that exceeded 10% of total plan assets. This investment was valued at $321.2 million and $223.1 million at June 30, 2013 and December 31, 2012, respectively, or approximately 14% and 11%, respectively, of total plan assets. Assets also included $226.2 million and $179.9 million of Berkshire Hathaway common stock at June 30, 2013 and December 31, 2012,

 

11

 


 

 

 

respectively. At June 30, 2013 and December 31, 2012, the pension plan held investments in one foreign country that exceeded 10% of total plan assets. These investments were valued at $337.4 million and $240.4 million at June 30, 2013 and December 31, 2012, respectively, or approximately 14% and 12%, respectively, of total plan assets.

 

Other Postretirement Plans. The total benefit arising from the Company’s other postretirement plans, including a portion included in discontinued operations, consists of the following components:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Service cost

 

$

 728 

 

$

 779 

 

$

 1,455 

 

$

 1,557 

Interest cost

 

 

 507 

 

 

 684 

 

 

 1,017 

 

 

 1,368 

Amortization of prior service credit

 

 

 (1,306) 

 

 

 (1,402) 

 

 

 (2,666) 

 

 

 (2,804) 

Recognized actuarial gain

 

 

 (504) 

 

 

 (370) 

 

 

 (1,045) 

 

 

 (740) 

Net Periodic Benefit

 

 

 (575) 

 

 

 (309) 

 

 

 (1,239) 

 

 

 (619) 

Settlement gain

 

 

 ― 

 

 

 ― 

 

 

 (3,471) 

 

 

 ― 

Total Periodic Benefit

 

$

 (575) 

 

$

 (309) 

 

$

 (4,710) 

 

$

 (619) 

 

As part of the sale of The Herald, changes were made with respect to its postretirement medical plan, resulting in a $3.5 million settlement gain that is included in discontinued operations, net of tax, for the first quarter of 2013.

 

10. OTHER NON-OPERATING INCOME (EXPENSE)

 

A summary of non-operating (expense) income is as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Foreign currency (loss) gain, net

 

$

 (12,622) 

 

$

 (2,592) 

 

$

 (17,236) 

 

$

 68 

Gain on sales of marketable equity securities

 

 

 337 

 

 

 505 

 

 

 879 

 

 

 505 

Gain (loss) on sales or write-downs of cost method investments, net

 

 

 1 

 

 

 1,106 

 

 

 (178) 

 

 

 6,872 

Other, net

 

 

 (574) 

 

 

 346 

 

 

 (406) 

 

 

 508 

 

Total Other Non-Operating (Expense) Income

 

$

 (12,858) 

 

$

 (635) 

 

$

 (16,941) 

 

$

 7,953 

 

12

 


 

 

 

11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The other comprehensive income (loss) consists of the following components:

 

 

 

 

Three Months Ended June 30,

 

 

 

2013 

 

 

2012 

 

 

 

Before-Tax

 

Income

 

After-Tax

 

Before-Tax

 

Income

 

After-Tax

(in thousands)

Amount

 

Tax

 

Amount

 

Amount

 

Tax

 

Amount

Foreign currency translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments arising during the period

$

 (3,509) 

 

$

 ― 

 

$

 (3,509) 

 

$

 (8,911) 

 

$

 ― 

 

$

 (8,911) 

 

Adjustment for sales of businesses with foreign operations

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 8 

 

 

 ― 

 

 

 8 

 

 

 

 

 (3,509) 

 

 

 ― 

 

 

 (3,509) 

 

 

 (8,903) 

 

 

 ― 

 

 

 (8,903) 

Unrealized gains on available-for-sale securities:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Unrealized gains for the period

 

 31,423 

 

 

 (12,569) 

 

 

 18,854 

 

 

 6,590 

 

 

 (2,637) 

 

 

 3,953 

 

Reclassification adjustment for gain on available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities included in net income

 

 (333) 

 

 

 133 

 

 

 (200) 

 

 

 (772) 

 

 

 309 

 

 

 (463) 

 

 

 

 

 31,090 

 

 

 (12,436) 

 

 

 18,654 

 

 

 5,818 

 

 

 (2,328) 

 

 

 3,490 

Pension and other postretirement plans:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Amortization of net prior service credit included in net income

 

 (384) 

 

 

 153 

 

 

 (231) 

 

 

 (470) 

 

 

 189 

 

 

 (281) 

 

Amortization of net actuarial loss included in net income

 

 2,004 

 

 

 (801) 

 

 

 1,203 

 

 

 2,590 

 

 

 (1,037) 

 

 

 1,553 

 

 

 

 

 1,620 

 

 

 (648) 

 

 

 972 

 

 

 2,120 

 

 

 (848) 

 

 

 1,272 

Cash flow hedge:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Gain (loss) for the period

 

 214 

 

 

 (86) 

 

 

 128 

 

 

 (1,342) 

 

 

 538 

 

 

 (804) 

Other Comprehensive Income (Loss)

$

 29,415 

 

$

 (13,170) 

 

$

 16,245 

 

$

 (2,307) 

 

$

 (2,638) 

 

$

 (4,945) 

 

 

 

 

Six Months Ended June 30,

 

 

 

2013 

 

 

2012 

 

 

 

Before-Tax

 

Income

 

After-Tax

 

Before-Tax

 

Income

 

After-Tax

(in thousands)

Amount

 

Tax

 

Amount

 

Amount

 

Tax

 

Amount

Foreign currency translation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments arising during the period

$

 (7,700) 

 

$

 ― 

 

$

 (7,700) 

 

$

 (1,088) 

 

$

 ― 

 

$

 (1,088) 

 

Adjustment for sales of businesses with foreign operations

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 521 

 

 

 ― 

 

 

 521 

 

 

 

 

 (7,700) 

 

 

 ― 

 

 

 (7,700) 

 

 

 (567) 

 

 

 ― 

 

 

 (567) 

Unrealized gains on available-for-sale securities:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Unrealized gains for the period

 

 80,501 

 

 

 (32,200) 

 

 

 48,301 

 

 

 38,905 

 

 

 (15,562) 

 

 

 23,343 

 

Reclassification adjustment for gain on available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities included in net income

 

 (884) 

 

 

 353 

 

 

 (531) 

 

 

 (772) 

 

 

 309 

 

 

 (463) 

 

 

 

 

 79,617 

 

 

 (31,847) 

 

 

 47,770 

 

 

 38,133 

 

 

 (15,253) 

 

 

 22,880 

Pension and other postretirement plans:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Amortization of net prior service credit included in net income

 

 (821) 

 

 

 328 

 

 

 (493) 

 

 

 (921) 

 

 

 369 

 

 

 (552) 

 

Amortization of net actuarial loss included in net income

 

 4,321 

 

 

 (1,728) 

 

 

 2,593 

 

 

 4,247 

 

 

 (1,699) 

 

 

 2,548 

 

Settlement gain included in net income

 

 (3,471) 

 

 

 1,388 

 

 

 (2,083) 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 

 

 29 

 

 

 (12) 

 

 

 17 

 

 

 3,326 

 

 

 (1,330) 

 

 

 1,996 

Cash flow hedge:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Gain (loss) for the period

 

 244 

 

 

 (98) 

 

 

 146 

 

 

 (1,377) 

 

 

 552 

 

 

 (825) 

Other Comprehensive Income

$

 72,190 

 

$

 (31,957) 

 

$

 40,233 

 

$

 39,515 

 

$

 (16,031) 

 

$

 23,484 

 

The accumulated balances related to each component of other comprehensive income (loss) are as follows:

 

  

 

 

Cumulative

 

 

 

 

Unrealized Gain

 

 

 

 

  

 

 

Foreign

 

 

 

 

on Pensions

 

 

 

Accumulated

 

 

 

Currency

 

Unrealized Gain

 

and Other

 

 

 

 

Other

 

 

 

Translation

 

on Available-for-

 

Postretirement

 

Cash Flow

 

Comprehensive

(in thousands, net of taxes)

Adjustment

 

Sale Securities

 

Plans

 

Hedge

 

Income

Balance as of December 31, 2012

$

 26,072 

 

$

 110,553 

 

$

 117,169 

 

$

 (940) 

 

$

 252,854 

 

Other comprehensive income (loss) before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 (7,700) 

 

 

 48,301 

 

 

 ― 

 

 

 (84) 

 

 

 40,517 

 

Net amount reclassified from accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other comprehensive income

 

 ― 

 

 

 (531) 

 

 

 17 

 

 

 230 

 

 

 (284) 

 

Net other comprehensive income (loss)

 

 (7,700) 

 

 

 47,770 

 

 

 17 

 

 

 146 

 

 

 40,233 

Balance as of June 30, 2013

$

 18,372 

 

$

 158,323 

 

$

 117,186 

 

$

 (794) 

 

$

 293,087 

 

13

 


 

 

 

 

The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income are as follows:

 

 

 

Amount Reclassified from Accumulated Other Comprehensive Income

 

 

 

Three Months Ended

 

Six Months Ended

 

Affected Line Item in the

 

June 30,

 

June 30,

 

Condensed Consolidated

(in thousands)

2013 

 

2012 

 

2013 

 

2012 

 

Statement of Operations

Unrealized Gains (Losses) on Available-for-sale Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Realized gains for the period

$

 (333) 

 

$

 (772) 

 

$

 (884) 

 

$

 (772) 

 

Other (expense) income, net

 

 

 

 133 

 

 

 309 

 

 

 353 

 

 

 309 

 

Provision for Income Taxes

 

 

 

 (200) 

 

 

 (463) 

 

 

 (531) 

 

 

 (463) 

 

Net of Tax

Pension and Other Postretirement Plans

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Amortization of net prior service credit

 

 (384) 

 

 

 (470) 

 

 

 (821) 

 

 

 (921) 

 

(1)

 

Amortization of net actuarial loss

 

 2,004 

 

 

 2,590 

 

 

 4,321 

 

 

 4,247 

 

(1)

 

Settlement gain

 

 ― 

 

 

 ― 

 

 

 (3,471) 

 

 

 ― 

 

(1)

 

 

 

 1,620 

 

 

 2,120 

 

 

 29 

 

 

 3,326 

 

Before tax

 

 

 

 (648) 

 

 

 (848) 

 

 

 (12) 

 

 

 (1,330) 

 

Provision for Income Taxes

 

 

 

 972 

 

 

 1,272 

 

 

 17 

 

 

 1,996 

 

Net of Tax

Cash Flow Hedge

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

 197 

 

 

 35 

 

 

 383 

 

 

 35 

 

Interest expense

 

 

 

 (79) 

 

 

 (14) 

 

 

 (153) 

 

 

 (14) 

 

Provision for Income Taxes

 

 

 118 

 

 

 21 

 

 

 230 

 

 

 21 

 

Net of Tax

Total reclassification for the period

$

 890 

 

$

 830 

 

$

 (284) 

 

$

 1,554 

 

Net of Tax

____________

(1)       These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9).

 

12. CONTINGENCIES

 

Litigation and Legal Matters.  The Company and its subsidiaries are involved in various legal proceedings that arise in the ordinary course of its business. Although the outcomes of the legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, management believes that there are no existing claims or proceedings that are likely to have a material effect on the Company's business, financial condition, results of operations or cash flows. Also, based on currently available information, management is of the opinion that the exposure to future material losses from existing legal proceedings is not reasonably possible, or that future material losses in excess of the amounts accrued are not reasonably possible.

 

DOE Program Reviews.  The U.S. Department of Education (DOE) undertakes program reviews at Title IV participating institutions. Currently, there are six open and/or pending program reviews (including Kaplan University and Broomall, PA.) The Company is awaiting the DOE’s final report on the program review at KHE’s Broomall, PA, location. In May 2012, the DOE issued a preliminary report on its 2009 onsite program review at Kaplan University containing several findings that required Kaplan University to conduct additional, detailed file reviews and submit additional data. In January 2013, Kaplan submitted a response to the DOE’s data request and is awaiting a final report on this review. The Company does not expect the final program review reports to have a material impact on KHE; however, the results of these and the other open reviews and their impact on Kaplan’s operations are uncertain.

 

The 90/10 Rule.  Under regulations referred to as the 90/10 rule, a KHE OPEID unit would lose its eligibility to participate in Title IV programs for a period of at least two fiscal years if it derives more than 90% of its receipts from Title IV programs, as calculated on a cash basis in accordance with the Higher Education Act and applicable DOE regulations, in each of two consecutive fiscal years, commencing with the unit’s first fiscal year that ends after August 14, 2008. Any OPEID unit with Title IV receipts exceeding 90% for a single fiscal year ending after August 14, 2008, will be placed on provisional certification and may be subject to other enforcement measures. KHE is taking various measures to reduce the percentage of its receipts attributable to Title IV funds, including modifying student payment options; emphasizing direct-pay and employer-paid education programs; encouraging students to carefully evaluate the amount of their Title IV borrowing; eliminating some programs; cash-matching; and developing and offering additional non-Title IV-eligible certificate preparation, professional development and continuing education programs. Some of the other programs may currently be offered by other Kaplan businesses. Absent the adoption of the changes mentioned above, and if current trends continue, management estimates that in 2013, at least 10 of the KHE Campuses’ OPEID units, representing approximately 11% of KHE’s 2012 revenues, could have a 90/10 ratio over 90%. As noted above, Kaplan is taking steps

 

14

 


 

 

 

to address compliance with the 90/10 rule; however, there can be no guarantee that these measures will be adequate to prevent the 90/10 rule calculations at some or all of the schools from exceeding 90% in the future.

 

Accreditation.  In March 2011, Kaplan University’s institutional accreditor, the Higher Learning Commission of the North Central Association of Colleges and Schools (HLC), sent a request to Kaplan University asking for documents and a report detailing Kaplan University’s admissions practices and describing Kaplan University’s compliance with HLC Care Components and policies. Kaplan University complied with this request on April 29, 2011. Kaplan University provided additional information to the HLC in response to a follow-up request received on January 19, 2012. On June 19, 2013, the HLC notified Kaplan University of their intention to conduct a focused evaluation regarding these matters during the fall of 2013. At this time the Company cannot predict how the HLC will follow-up or what impact their additional inquires may have on Kaplan University.

 

13. BUSINESS SEGMENTS

 

The Company has seven reportable segments: Kaplan Higher Education, Kaplan Test Preparation, Kaplan International, cable television, newspaper publishing, and television broadcasting and other businesses.

 

Education.  Kaplan’s Colloquy business moved from Kaplan International to Kaplan Corporate effective January 1, 2013. Segment operating results of the education division have been restated to reflect this change.

 

In the second quarter of 2012, Kaplan International results benefitted from a favorable net $1.9 million adjustment. This included a $2.0 million adjustment to increase liabilities assumed in a 2011 acquisition and a favorable $3.9 million out of period expense adjustment related to certain items recorded in 2011 and 2010. With respect to the $3.9 million out of period expense adjustment, the Company has concluded that it was not material to the Company’s financial position or results of operations for 2012, 2011 and 2010 and the related interim periods, based on its consideration of quantitative and qualitative factors.

 

Newspaper Publishing. In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. As a result, The Herald results are included in discontinued operations, net of tax, for all periods presented. The newspaper publishing segment operating results have been restated to reflect this change.

 

15

 


 

 

 

 

The following table summarizes financial information related to each of the Company’s business segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

548,230 

 

$

551,774 

 

$

1,076,045 

 

$

1,098,459 

 

Cable television

 

 

204,550 

 

 

195,579 

 

 

404,688 

 

 

385,789 

 

Newspaper publishing

 

 

138,423 

 

 

139,228 

 

 

265,687 

 

 

271,678 

 

Television broadcasting

 

 

99,320 

 

 

95,591 

 

 

184,590 

 

 

177,088 

 

Other businesses

 

 

31,419 

 

 

7,177 

 

 

50,310 

 

 

11,945 

 

Corporate office

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

Intersegment elimination

 

 

(91)

 

 

(246)

 

 

(364)

 

 

(355)

 

 

 

$

1,021,851 

 

$

989,103 

 

$

1,980,956 

 

$

1,944,604 

Income (Loss) from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

23,726 

 

$

3,728 

 

$

19,670 

 

$

(8,187)

 

Cable television

 

 

44,710 

 

 

38,446 

 

 

81,323 

 

 

71,223 

 

Newspaper publishing

 

 

(14,827)

 

 

(12,614)

 

 

(49,299)

 

 

(33,226)

 

Television broadcasting

 

 

47,704 

 

 

43,728 

 

 

83,066 

 

 

74,727 

 

Other businesses

 

 

(4,510)

 

 

(6,775)

 

 

(10,623)

 

 

(11,418)

 

Corporate office

 

 

(3,753)

 

 

(3,492)

 

 

(8,027)

 

 

(8,800)

 

 

 

$

93,050 

 

$

63,021 

 

$

116,110 

 

$

84,319 

Equity in Earnings of Affiliates, Net

 

 

3,868 

 

 

3,314 

 

 

7,286 

 

 

7,202 

Interest Expense, Net

 

 

(8,526)

 

 

(8,204)

 

 

(16,976)

 

 

(16,298)

Other (Expense) Income, Net

 

 

(12,858)

 

 

(635)

 

 

(16,941)

 

 

7,953 

Income from Continuing Operations Before Income Taxes

 

$

75,534 

 

$

57,496 

 

$

89,479 

 

$

83,176 

Depreciation of Property, Plant and Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

20,064 

 

$

21,011 

 

$

42,652 

 

$

41,728 

 

Cable television

 

 

33,964 

 

 

32,234 

 

 

67,697 

 

 

64,431 

 

Newspaper publishing

 

 

6,201 

 

 

5,934 

 

 

12,216 

 

 

11,819 

 

Television broadcasting

 

 

3,151 

 

 

3,222 

 

 

6,296 

 

 

6,347 

 

Other businesses

 

 

435 

 

 

 ― 

 

 

745 

 

 

 ― 

 

Corporate office

 

 

 60 

 

 

 ― 

 

 

 60 

 

 

 ― 

 

 

 

$

63,875 

 

$

62,401 

 

$

129,666 

 

$

124,325 

Amortization of Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

2,363 

 

$

3,803 

 

$

4,881 

 

$

7,039 

 

Cable television

 

 

57 

 

 

53 

 

 

107 

 

 

107 

 

Newspaper publishing

 

 

150 

 

 

172 

 

 

300 

 

 

355 

 

Television broadcasting

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

Other businesses

 

 

743 

 

 

400 

 

 

1,742 

 

 

800 

 

Corporate office

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 ― 

 

 

 

$

3,313 

 

$

4,428 

 

$

7,030 

 

$

8,301 

Net Pension Expense (Credit)

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

4,231 

 

$

1,969 

 

$

8,337 

 

$

4,361 

 

Cable television

 

 

913 

 

 

514 

 

 

1,795 

 

 

1,044 

 

Newspaper publishing

 

 

16,811 

 

 

7,717 

 

 

39,740 

 

 

16,257 

 

Television broadcasting

 

 

1,213 

 

 

1,055 

 

 

2,501 

 

 

2,015 

 

Other businesses

 

 

83 

 

 

10 

 

 

159 

 

 

20 

 

Corporate office

 

 

(10,617)

 

 

(8,896)

 

 

(21,283)

 

 

(18,194)

 

 

 

$

12,634 

 

$

2,369 

 

$

31,249 

 

$

5,503 

 

Identifiable assets for the Company’s business segments consist of the following:

 

 

 

 

As of

 

 

 

June 30,

 

December 31,

(in thousands)

 

2013 

 

2012 

Identifiable Assets

 

 

 

 

 

 

 

Education

 

$

 1,624,982 

 

$

 1,988,015 

 

Cable television

 

 

 1,192,679 

 

 

 1,187,603 

 

Newspaper publishing

 

 

 255,196 

 

 

 280,323 

 

Television broadcasting

 

 

 379,727 

 

 

 374,075 

 

Other businesses

 

 

 72,388 

 

 

 81,211 

 

Corporate office

 

 

 335,328 

 

 

 193,397 

 

 

 

$

 3,860,300 

 

$

 4,104,624 

Investments in Marketable Equity Securities

 

 

 457,031 

 

 

 380,087 

Investments in Affiliates

 

 

 27,386 

 

 

 15,535 

Prepaid Pension Cost

 

 

 579,303 

 

 

 604,823 

Total Assets

 

$

 4,924,020 

 

$

 5,105,069 

 

16

 


 

 

 

 

The Company’s education division comprises the following operating segments:

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Higher education

 

$

 273,092 

 

$

 290,861 

 

$

 544,952 

 

$

 599,245 

 

Test preparation

 

 

 85,690 

 

 

 79,787 

 

 

 154,633 

 

 

 142,616 

 

Kaplan international

 

 

 187,968 

 

 

 179,141 

 

 

 372,781 

 

 

 352,704 

 

Kaplan corporate and other

 

 

 1,669 

 

 

 3,090 

 

 

 4,273 

 

 

 6,474 

 

Intersegment elimination

 

 

 (189) 

 

 

 (1,105) 

 

 

 (594) 

 

 

 (2,580) 

 

 

 

$

 548,230 

 

$

 551,774 

 

$

 1,076,045 

 

$

 1,098,459 

Income (Loss) from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Higher education

 

$

 22,534 

 

$

 5,860 

 

$

 27,635 

 

$

 14,819 

 

Test preparation

 

 

 7,831 

 

 

 2,706 

 

 

 3,486 

 

 

 (7,513) 

 

Kaplan international

 

 

 6,490 

 

 

 9,788 

 

 

 12,887 

 

 

 13,928 

 

Kaplan corporate and other

 

 

 (13,223) 

 

 

 (14,787) 

 

 

 (24,563) 

 

 

 (29,776) 

 

Intersegment elimination

 

 

 94 

 

 

 161 

 

 

 225 

 

 

 355 

 

 

 

$

 23,726 

 

$

 3,728 

 

$

 19,670 

 

$

 (8,187) 

Depreciation of Property, Plant and Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Higher education

 

$

 10,741 

 

$

 11,673 

 

$

 24,180 

 

$

 23,430 

 

Test preparation

 

 

 4,866 

 

 

 4,449 

 

 

 9,624 

 

 

 8,764 

 

Kaplan international

 

 

 4,116 

 

 

 4,471 

 

 

 8,112 

 

 

 8,649 

 

Kaplan corporate and other

 

 

 341 

 

 

 418 

 

 

 736 

 

 

 885 

 

 

 

$

 20,064 

 

$

 21,011 

 

$

 42,652 

 

$

 41,728 

Amortization of Intangible Assets

 

$

 2,363 

 

$

 3,803 

 

$

 4,881 

 

$

 7,039 

Pension Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Higher education

 

$

 2,807 

 

$

 1,587 

 

$

 5,614 

 

$

 3,174 

 

Test preparation

 

 

 641 

 

 

 414 

 

 

 1,281 

 

 

 827 

 

Kaplan international

 

 

 87 

 

 

 (11) 

 

 

 174 

 

 

 1 

 

Kaplan corporate and other

 

 

 696 

 

 

 (21) 

 

 

 1,268 

 

 

 359 

 

 

 

$

 4,231 

 

$

 1,969 

 

$

 8,337 

 

$

 4,361 

 

Identifiable assets for the Company’s education division consist of the following:

 

 

 

 

As of

 

 

 

June 30,

 

December 31,

(in thousands)

 

2013 

 

2012 

Identifiable assets

 

 

 

 

 

 

 

Higher education

 

$

 603,890 

 

$

 949,260 

 

Test preparation

 

 

 185,196 

 

 

 197,672 

 

Kaplan international

 

 

 794,153 

 

 

 818,613 

 

Kaplan corporate and other

 

 

 41,743 

 

 

 22,470 

 

 

 

$

 1,624,982 

 

$

 1,988,015 

 

17

 


 

 

 

14. SUBSEQUENT EVENTS

 

On August 5, 2013, after approval by the Company’s Board of Directors on the same day, the Company entered into a binding letter agreement (the Letter Agreement) with Nash Holdings LLC, a Delaware limited liability company (the Purchaser), and Explore Holdings LLC, a Washington limited liability company, as guarantor (the Guarantor), pursuant to which the Purchaser will acquire all the issued and outstanding equity securities of each of WP Company LLC, Express Publications Company, LLC, El Tiempo Latino, LLC, Robinson Terminal Warehouse, LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC (the Publishing Subsidiaries). The Publishing Subsidiaries together conduct most of the Company’s publishing businesses, including publishing The Washington Post, Express, The Gazette Newspapers, Southern Maryland Newspapers, Fairfax County Times and El Tiempo Latino and related websites, and operating Washington Post Live and Washington Post News Media Services and the Company’s commercial printing and distribution business and paper handling and storage business (collectively, the Publishing Business). The Purchaser will also acquire all other assets of the Company primarily related to the Publishing Business, including all of the Company’s rights in the name “The Washington Post”. The Company will change its corporate name within 60 days following the closing. The Purchaser will not acquire the Company’s interests in the Classified Ventures, LLC businesses, The Slate Group LLC, The FP Group, WaPo Labs and certain excluded real estate, including the Company headquarters building in downtown Washington, DC and certain land and property in Alexandria, VA. The liabilities under the Retirement Plan for The Washington Post Companies relating to the active employees of the Publishing Business will be transferred to the Purchaser, along with pension assets that have a value equal to the projected benefit obligation in respect of these active employees plus an additional $50 million.

 

The Purchaser will pay an aggregate purchase price of $250 million in cash, subject to customary adjustments for working capital, target cash of $8.5 million and any outstanding debt of the Publishing Business. The Guarantor has agreed to guarantee the purchase price payment obligations of the Purchaser.

 

Within 60 days of the date of the Letter Agreement, the Company and the Purchaser will prepare and execute a definitive Securities Purchase Agreement (the Purchase Agreement) providing for the transactions contemplated by the Letter Agreement on terms consistent with the Letter Agreement and containing other customary terms. If the parties cannot agree on the terms of the Purchase Agreement, an arbitrator selected by the parties will decide any disputed terms.

 

The closing of the transactions is subject to customary closing conditions, including the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

 

18

 


 

 

 

Item 2.        Management’s Discussion and Analysis of Results of Operations and Financial Condition

This analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto.

 

Results of Operations

  

The Company reported income from continuing operations attributable to common shares of $44.7 million ($6.02 per share) for the second quarter of 2013, compared to $36.1 million ($4.76 per share) for the second quarter of 2012. Net income attributable to common shares was $44.7 million ($6.02 per share) for the second quarter ended June 30, 2013, compared to $51.8 million ($6.84 per share) for the second quarter of last year. Net income for the second quarter of 2012 includes $15.8 million ($2.08 per share) in income from discontinued operations.

 

Items included in the Company’s income from continuing operations for the second quarter of 2013:

 

§ $14.0 million in early retirement, severance and restructuring charges at the newspaper publishing and education divisions (after-tax impact of $9.8 million, or $1.34 per share); and

§ $12.6 million in non-operating unrealized foreign currency losses (after-tax impact of $8.1 million, or $1.11 per share).

                                          

Items included in the Company’s income from continuing operations for the second quarter of 2012:

 

§ $8.4 million in early retirement, severance and restructuring charges at the newspaper publishing and education divisions (after-tax impact of $5.2 million, or $0.69 per share); and

§ $2.6 million in non-operating unrealized foreign currency losses (after-tax impact of $1.6 million, or $0.21 per share).

 

Revenue for the second quarter of 2013 was $1,021.9 million, up 3% from $989.1 million in the second quarter of 2012. The Company reported operating income of $93.1 million in the second quarter of 2013, compared to operating income of $63.0 million in the second quarter of 2012. Revenues increased at the cable television and television broadcasting divisions and in other businesses, offset by small declines at the education and newspaper publishing divisions. Operating results improved at the education, cable television and television broadcasting divisions. Excluding early retirement program expense, operating results also improved at the newspaper publishing division. 

 

For the first six months of 2013, the Company reported income from continuing operations attributable to common shares of $50.8 million ($6.84 per share), compared to $49.5 million ($6.48 per share) for the first six months of 2012. Net income attributable to common shares was $49.4 million ($6.66 per share) for the first six months of 2013, compared to $82.9 million ($10.87 per share) for the same period of 2012. Net income includes $1.4 million ($0.18 per share) in losses from discontinued operations and $33.3 million ($4.39 per share) in income from discontinued operations for the first six months of 2013 and 2012, respectively (refer to “Discontinued Operations” discussion below). As a result of the Company’s share repurchases, there were 4% fewer diluted average shares outstanding in the first six months of 2013.

 

Items included in the Company’s income from continuing operations for the first six months of 2013:

 

§ $39.3 million in early retirement, severance and restructuring charges at the newspaper publishing division and Kaplan (after-tax impact of $26.0 million, or $3.57 per share); and

§ $17.2 million in non-operating unrealized foreign currency losses (after-tax impact of $11.0 million, or $1.52 per share).

  

Items included in the Company’s income from continuing operations for the first six months of 2012:

 

§ $10.2 million in severance, early retirement and restructuring charges at Kaplan and the newspaper publishing division (after-tax impact of $6.4 million, or $0.84 per share); and

§ a $5.8 million gain on the sale of a cost method investment (after-tax impact of $3.7 million, or $0.48 per share).

 

Revenue for the first six months of 2013 was $1,981.0 million, up 2% from $1,944.6 million in the first six months of 2012. Revenues increased at the cable television and television broadcasting divisions and in other businesses, offset by declines at the education and newspaper publishing divisions. The Company reported operating income of $116.1 million for the first six months of 2013, compared to $84.3 million for the first six months of 2012. Operating results improved at the education, cable television and television broadcasting divisions. Excluding early retirement program expense, operating results also improved at the newspaper publishing division. 

 

19

 


 

 

 

 

Division Results

 

Education

 

Education division revenue totaled $548.2 million for the second quarter of 2013, a 1% decline from revenue of $551.8 million for the second quarter of 2012. Kaplan reported second quarter 2013 operating income of $23.7 million, compared to $3.7 million in the second quarter of 2012.

 

For the first six months of 2013, education division revenue totaled $1,076.0 million, a 2% decline from revenue of $1,098.5 million for the same period of 2012. Kaplan reported operating income of $19.7 million for the first six months of 2013, compared to an operating loss of $8.2 million for the first six months of 2012.

 

In response to student demand levels, Kaplan has formulated and implemented restructuring plans at its various businesses, with the objective of establishing lower cost levels in future periods. Across all businesses, restructuring costs totaled $4.9 million and $14.4 million in the second quarter and first six months of 2013, respectively, compared to $5.0 million in the second quarter and first six months of 2012. Kaplan currently expects to incur approximately $10 million in additional restructuring costs for the remainder of 2013 at Kaplan Higher Education (KHE) and Kaplan International in conjunction with completing these restructuring plans. Kaplan may also incur additional restructuring charges in 2013 as Kaplan management continues to evaluate its cost structure.

 

A summary of Kaplan’s operating results for the second quarter and the first six months of 2013 compared to 2012 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

Six Months Ended June 30,

 

 

(in thousands)

 

2013 

 

2012 

% Change

 

2013 

 

2012 

% Change

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Higher education

 

$

 273,092 

 

$

 290,861 

 (6) 

 

 

$

 544,952 

 

$

 599,245 

 (9) 

 

 

Test preparation

 

 

 85,690 

 

 

 79,787 

 7 

 

 

 

 154,633 

 

 

 142,616 

 8 

 

 

Kaplan international

 

 

 187,968 

 

 

 179,141 

 5 

 

 

 

 372,781 

 

 

 352,704 

 6 

 

 

Kaplan corporate and other

 

 

 1,669 

 

 

 3,090 

 (46) 

 

 

 

 4,273 

 

 

 6,474 

 (34) 

 

 

Intersegment elimination

 

 

 (189) 

 

 

 (1,105) 

 ― 

 

 

 

 (594) 

 

 

 (2,580) 

 ― 

 

 

  

 

$

 548,230 

 

$

 551,774 

 (1) 

 

 

$

 1,076,045 

 

$

 1,098,459 

 (2) 

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Higher education

 

$

 22,534 

 

$

 5,860 

 ― 

 

 

$

 27,635 

 

$

 14,819 

 86 

 

  

Test preparation

 

 

 7,831 

 

 

 2,706 

 ― 

 

 

 

 3,486 

 

 

 (7,513) 

 ― 

 

 

Kaplan international

 

 

 6,490 

 

 

 9,788 

 (34) 

 

 

 

 12,887 

 

 

 13,928 

 (7) 

 

 

Kaplan corporate and other

 

 

 (13,223) 

 

 

 (14,787) 

 11 

 

 

 

 (24,563) 

 

 

 (29,776) 

 18 

 

 

Intersegment elimination

 

 

 94 

 

 

 161 

 ― 

 

 

 

 225 

 

 

 355 

 ― 

 

 

 

 

$

 23,726 

 

$

 3,728 

 ― 

 

 

$

 19,670 

 

$

 (8,187) 

 ― 

 

 

KHE includes Kaplan’s domestic postsecondary education businesses, made up of fixed-facility colleges and online postsecondary and career programs. KHE also includes the domestic professional training and other continuing education businesses.

 

In September 2012, KHE announced a plan to consolidate its market presence at certain of its fixed-facility campuses. Under this plan, KHE ceased new enrollments at nine ground campuses as it considered alternatives for these locations, and is in the process of consolidating operations of four other campuses into existing, nearby locations. Revenues at these campuses represented approximately 4% of KHE’s total revenues in 2012. In the fourth quarter of 2012, KHE also began implementing plans to consolidate other facilities and reduce its workforce. In connection with these and other plans, KHE incurred $2.6 million and $11.6 million in total restructuring costs in the second quarter and first six months of 2013, respectively, compared to $3.8 million in severance costs for the second quarter and first six months of 2012. For the second quarter of 2013, these costs included accelerated depreciation ($1.4 million), severance ($0.6 million) and lease obligation losses ($0.6 million). For the first six months of 2013, these costs included accelerated depreciation ($5.0 million), severance ($1.4 million), lease obligation losses ($4.3 million) and other items ($0.9 million). In the first six months of 2013, nine of the KHE campuses were closed.

 

In the second quarter and first six months of 2013, higher education revenue declined 6% and 9%, respectively, due largely to declines in average enrollments that reflect weaker market demand over the past year and the impact of campuses in the process of closing. These declines were partially offset by a revenue increase arising from trial period modifications and process improvements. 

 

 

20

 


 

 

 

KHE operating income increased significantly in the second quarter and first six months of 2013, due largely to expense reductions associated with lower enrollments and recent restructuring efforts, partially offset by lower revenue and restructuring costs noted above.

 

New student enrollments at KHE increased 21% and 3% in the second quarter and first six months of 2013, respectively. New student enrollments were positively impacted by trial period modifications and process improvements, partially offset by the impact of closed campuses and those planned for closure that are no longer recruiting students.

 

Total students at June 30, 2013, were down 8% and 7% compared to June 30, 2012, and March 31, 2013, respectively. Excluding campuses closed or planned for closure, total students at June 30, 2013, were down 4% compared to June 30, 2012, and down 7% compared to March 31, 2013. A summary of student enrollments is as follows: 

 

Students as of

 

June 30,

 

March 31,

 

June 30,

 

2013 

 

2013 

 

2012 

Kaplan University

 45,625 

 

 48,673 

 

 47,175 

KHE Campuses

 16,567 

 

 18,523 

 

 20,430 

 

 62,192 

 

 67,196 

 

 67,605 

 

 

 

 

 

 

 

Students as of

 

June 30,

 

March 31,

 

June 30,

(excluding campuses closing)

2013 

 

2013 

 

2012 

Kaplan University

 45,625 

 

 48,673 

 

 47,175 

KHE Campuses

 16,157 

 

 17,615 

 

 17,326 

 

 61,782 

 

 66,288 

 

 64,501 

 

Kaplan University enrollments included 8,144, 8,819 and 8,100 campus-based students as of June 30, 2013, March 31, 2013, and June 30, 2012, respectively.

 

Kaplan University and KHE Campuses enrollments at June 30, 2013 and 2012, by degree and certificate programs, are as follows:

 

 

As of June 30,

 

 

2013 

 

 

2012 

Certificate

 

 21.7 

%

 

 

 24.8 

%

Associate’s

 

 30.5 

%

 

 

 28.7 

%

Bachelor’s

 

 33.1 

%

 

 

 33.7 

%

Master’s

 

 14.7 

%

 

 

 12.8 

%

 

 

 100.0 

%

 

 

 100.0 

%

 

Kaplan Test Preparation (KTP) includes Kaplan’s standardized test preparation and tutoring offerings. KTP revenue increased 7% and 8% for the second quarter and first six months of 2013, respectively. Enrollment increased 2% and 1% for the second quarter and first six months of 2013, respectively, driven by strength in pre-college, nursing and bar review programs, offset by declines in graduate programs. KTP operating results improved in the first six months of 2013 due largely to increased revenues.

 

Kaplan International includes English-language programs and postsecondary education and professional training businesses outside the United States. Kaplan International revenue increased 5% and 6% in the second quarter and first six months of 2013, respectively, due to enrollment growth in the pathways, English-language and Singapore higher education programs. Kaplan International operating income declined in the second quarter and first six months of 2013 due to restructuring costs in Australia and reduced earnings in Europe, partially offset by strong results in Singapore. In the second quarter of 2012, International results benefited from a net $1.9 million adjustment that resulted from a favorable adjustment to certain items recorded in prior periods. In the second quarter and first six months of 2013, restructuring costs totaled $2.3 million and $2.6 million, respectively, in Australia, where Kaplan has been consolidating and restructuring its businesses to optimize operations; such costs are largely made up of severance costs and other expenses to teach-out students for certain programs that are being eliminated. 

 

Corporate represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and shared activities.

 

 

21

 


 

 

 

Cable Television

 

Cable television division revenue increased 5% in the second quarter of 2013 to $204.6 million, from $195.6 million for the second quarter of 2012; for the first six months of 2013, revenue increased 5% to $404.7 million, from $385.8 million in the same period of 2012. The revenue increase for the first six months of 2013 is due to recent rate increases for many subscribers, growth in commercial sales and a reduction in promotional discounts. The increase was partially offset by a decline in basic video subscribers, as the cable division focuses its efforts on churn reduction and retention of its high-value subscribers.

 

Cable television division operating income increased 16% to $44.7 million, from $38.4 million in the second quarter of 2012; for the first six months of 2013, operating income increased 14% to $81.3 million, from $71.2 million for the first six months of 2012. The division’s operating income improved due to increased revenues and reductions in labor costs and bad debt expense, partially offset by higher programming and depreciation costs. 

 

At June 30, 2013, Primary Service Units (PSUs) were down 3% from the prior year due to a decline in basic video subscribers. PSUs include about 6,300 subscribers who receive free basic cable service, primarily local governments, schools and other organizations as required by various franchise agreements. A summary of PSUs is as follows:

 

 

 

 

As of June 30,

 

 

 

2013 

 

2012 

Basic video

 

 575,762 

 

 612,729 

High-speed data

 

 464,292 

 

 462,426 

Telephony

 

 185,380 

 

 187,095 

 

 

 

 1,225,434 

 

 1,262,250 

 

Below are details of Cable division capital expenditures as defined by the NCTA Standard Reporting Categories:

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

(in thousands)

 

2013 

 

2012 

Customer Premise Equipment

 

$

 12,843 

 

$

 25,336 

Commercial

 

 

 2,109 

 

 

 2,148 

Scaleable Infrastructure

 

 

 9,043 

 

 

 10,667 

Line Extensions

 

 

 2,300 

 

 

 2,415 

Upgrade/Rebuild

 

 

 14,944 

 

 

 7,581 

Support Capital

 

 

 26,902 

 

 

 17,064 

 

 

 

$

 68,141 

 

$

 65,211 

 

Newspaper Publishing

 

Newspaper publishing division revenue totaled $138.4 million for the second quarter of 2013, down 1% from revenue of $139.2 million for the second quarter of 2012; division revenue declined 2% to $265.7 million for the first six months of 2013, from $271.7 million for the first six months of 2012. Print advertising revenue at The Washington Post in the second quarter of 2013 was $54.5 million, down 4% from the second quarter of 2012; print advertising revenue was $103.1 million for the first six months of 2013, down 6% from the first six months of 2012. The decline is largely due to reductions in retail and general advertising. Revenue generated by the Company’s newspaper online publishing activities, primarily washingtonpost.com and Slate, increased 15% to $29.8 million for the second quarter of 2013 versus the second quarter of 2012; newspaper online revenues increased 12% to $55.6 million for the first six months of 2013 versus the first six months of 2012. Display online advertising revenue increased 25% and 21% for the second quarter and first six months of 2013, respectively. Online classified advertising revenue declined 7% for both the second quarter and first six months of 2013.

 

For the first six months of 2013, Post daily and Sunday circulation declined 7.1% and 7.6%, respectively, compared to the same periods of the prior year. For the six months ended June 30, 2013, average daily circulation at The Washington Post totaled 447,700 and average Sunday circulation totaled 646,700.

 

In February 2013, the Company announced a Voluntary Retirement Incentive Program (VRIP) which was offered to certain employees of the Post. The total VRIP expense was $20.4 million, which is being funded from the assets of the Company’s pension plan. Of this amount, $12.0 million was recorded in the first quarter of 2013 and $8.4 million was

 

22

 


 

 

 

recorded in the second quarter of 2013. The Post also implemented a Separation Incentive Program in February 2013 that resulted in an additional $2.3 million in early retirement program expense in the first quarter of 2013, which is also being funded from the assets of the Company pension plan. In addition, voluntary severance and other early retirement expense of $0.7 million and $2.2 million was recorded at the newspaper publishing division in the second quarter and first six months of 2013, respectively, compared to $3.4 million and $5.3 million for the second quarter and first six months of 2012, respectively. 

 

The newspaper publishing division reported an operating loss of $14.8 million in the second quarter of 2013, compared to an operating loss of $12.6 million in the second quarter of 2012. For the first six months of 2013, the newspaper publishing division reported an operating loss of $49.3 million, compared to an operating loss of $33.2 million for the first six months of 2012. These operating losses include noncash pension expense of $16.8 million and $7.7 million for the second quarter of 2013 and 2012, respectively, and $39.7 million and $16.3 million for the first six months of 2013 and 2012, respectively. The decline in operating results for the second quarter and first half of 2013 is due to the $5.7 million and $19.6 million increase in early retirement and severance expense, respectively, and revenue reductions discussed above, offset partially by a decline in other operating expenses. Newsprint expense was down 17% and 14% for the second quarter and first six months of 2013, respectively, primarily due to a decline in newsprint consumption.

 

Television Broadcasting

 

Revenue for the television broadcasting division increased 4% to $99.3 million in the second quarter of 2013, from $95.6 million in the same period of 2012; operating income for the second quarter of 2013 increased 9% to $47.7 million, from $43.7 million in the same period of 2012. For the first six months of 2013, revenue increased 4% to $184.6 million, from $177.1 million in the same period of 2012; operating income for the first six months of 2013 increased 11% to $83.1 million, from $74.7 million in the same period of 2012.  

 

The increase in revenue and operating income reflects growth in advertising demand across many product categories; incremental advertising revenue from the NBA finals broadcast at the division’s ABC affiliates in Miami and San Antonio; and increased retransmission revenues. The increase in revenue and operating income was offset partially by a $5.3 million and $8.1 million decline in political advertising revenue in the second quarter and first six months of 2013, respectively.

 

Other Businesses

 

Other businesses includes the operating results of Social Code, a marketing solutions provider helping companies with marketing on social media platforms; Celtic Healthcare, a provider of home health care and hospice services in the northeastern and mid-Atlantic regions that was acquired by the Company in November 2012; and WaPo Labs, a digital team focused on emerging technologies and new product development.  

 

On August 1, 2013, the Company completed the acquisition of Forney Corporation, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications.

 

Corporate Office

 

Corporate office includes the expenses of the Company’s corporate office as well as a net pension credit.

 

Equity in Earnings (Losses) of Affiliates

 

The Company holds a 16.5% interest in Classified Ventures, LLC and interests in several other affiliates.

 

The Company’s equity in earnings of affiliates, net, was $3.9 million for the second quarter of 2013, compared to $3.3 million for the second quarter of 2012. For the first six months of 2013, the Company’s equity in earnings of affiliates, net, totaled $7.3 million, compared to $7.2 million for the same period of 2012.

 

Other Non-Operating Income (Expense)

 

The Company recorded other non-operating expense, net, of $12.9 million for the second quarter of 2013, compared to $0.6 million for the second quarter of 2012. The second quarter 2013 non-operating expense, net, included $12.6 million in unrealized foreign currency losses and other items. The second quarter 2012 non-operating expense, net, included $2.6 million in unrealized foreign currency losses, offset by other items.

 

 

23

 


 

 

 

The Company recorded non-operating expense, net, of $16.9 million for the first six months of 2013, compared to other non-operating income, net, of $8.0 million for the same period of the prior year. The 2013 non-operating expense, net, included $17.2 million in unrealized foreign currency losses and other items. The 2012 non-operating income, net, included a $7.3 million gain on sales of cost method investments, $0.1 million in unrealized foreign currency gains and other items.

 

A summary of non-operating (expense) income is as follows:

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

(in thousands)

 

2013 

 

2012 

 

2013 

 

2012 

Foreign currency (loss) gain, net

 

$

 (12,622) 

 

$

 (2,592) 

 

$

 (17,236) 

 

$

 68 

Gain on sales of marketable equity securities

 

 

 337 

 

 

 505 

 

 

 879 

 

 

 505 

Gain (loss) on sales or write-downs of cost method investments, net

 

 

 1 

 

 

 1,106 

 

 

 (178) 

 

 

 6,872 

Other, net

 

 

 (574) 

 

 

 346 

 

 

 (406) 

 

 

 508 

 

Total Other Non-Operating (Expense) Income

 

$

 (12,858) 

 

$

 (635) 

 

$

 (16,941) 

 

$

 7,953 

 

Net Interest Expense

 

The Company incurred net interest expense of $8.5 million and $17.0 million for the second quarter and first six months of 2013, respectively, compared to $8.2 million and $16.3 million for the same periods of 2012. At June 30, 2013, the Company had $450.0 million in borrowings outstanding, at an average interest rate of 7.0%.

 

Provision for Income Taxes

 

The effective tax rate for income from continuing operations for the first six months of 2013 was 42.1%, compared to 39.6% for the first six months of 2012. The high effective tax rate for the first six months of 2013 and 2012 results primarily from losses in Australia for which no tax benefit is recorded.

 

Discontinued Operations

 

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. Kaplan sold Kidum in August 2012, EduNeering in April 2012 and Kaplan Learning Technologies (KLT) in February 2012. The Company also divested its interest in Avenue100 Media Solutions in July 2012. Consequently, the Company’s income from continuing operations excludes these businesses, which have been reclassified to discontinued operations, net of tax.

 

The sale of The Herald resulted in a pre-tax loss of $0.1 million that was recorded in the first quarter of 2013. The sale of KLT resulted in a pre-tax loss of $3.1 million that was recorded in the first quarter of 2012. The sale of EduNeering resulted in a pre-tax gain of $29.5 million that was recorded in the second quarter of 2012. In the first quarter of 2012, in connection with each of the sales of the Company’s stock in KLT and EduNeering, the Company recorded $23.2 million of income tax benefits related to the excess of the outside stock tax basis over the net book value of the net assets acquired.

 

24

 


 

 

 

 

Earnings (Loss) Per Share

 

The calculation of diluted earnings per share for the second quarter and first six months of 2013 was based on 7,283,116 and 7,276,421 weighted average shares outstanding, respectively, compared to 7,545,150 and 7,579,888, respectively, for the second quarter and first six months of 2012. At June 30, 2013, there were 7,422,238 shares outstanding and the Company had remaining authorization from the Board of Directors to purchase up to 180,993 shares of Class B common stock.

 

Financial Condition: Capital Resources and Liquidity

 

Acquisitions and Dispositions

 

In the first six months of 2013, the Company acquired two small businesses included in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets on a preliminary basis. In the first six months of 2012, the Company acquired four small businesses included in its education division and in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets. The assets and liabilities of the companies acquired have been recorded at their estimated fair values at the date of acquisition.

 

In the second quarter of 2013, Kaplan purchased the remaining 15% noncontrolling interest in Kaplan China; this additional interest was accounted for as an equity transaction.

 

On August 1, 2013, the Company completed its acquisition of Forney Corporation, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications. The operating results of Forney will be included in other businesses.

 

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. The Herald was previously reported in the newspaper publishing division.  Kaplan completed the sales of EduNeering in April 2012 and Kaplan Learning Technologies in February 2012, which were part of the Kaplan Ventures division.

 

Capital Expenditures

 

During the first six months of 2013, the Company’s capital expenditures totaled $87.7 million. The Company estimates that its capital expenditures will be in the range of $215 million to $240 million in 2013.

 

Liquidity

 

The Company’s borrowings decreased by $246.7 million, to $450.0 million at June 30, 2013, as compared to borrowings of $696.7 million at December 31, 2012. At June 30, 2013, the Company had $386.6 million in cash and cash equivalents, compared to $512.4 million at December 31, 2012. The Company had money market investments of $290.5 million and $432.7 million that are classified as cash, cash equivalents and restricted cash in the Company’s condensed consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, respectively.

 

The Company’s total debt outstanding of $450.0 million at June 30, 2013 included $397.7 million of 7.25% unsecured notes due February 1, 2019, $45.7 million of AUD 50M borrowing and $6.7 million in other debt.

 

In June 2011, the Company entered into a credit agreement (the Credit Agreement) providing for a U.S. $450 million, AUD 50 million four year revolving credit facility (the Facility), with each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (JP Morgan), and J.P. Morgan Australia Limited, as Australian Sub-Agent. The Facility will expire on June 17, 2015, unless the Company and the banks agree to extend the term.

 

The Company’s credit ratings were unchanged during the second quarter of 2013 and are as follows:

  

 

 

 

 

Standard

 

 

Moody’s

 

& Poor’s

Long-term

 

 

Baa1

 

 

BBB

Short-term

 

 

Prime-2

 

 

A-3

 

 

25

 


 

 

 

During the second quarter of 2013 and 2012, the Company had average borrowings outstanding of approximately $454.1 million and $455.5 million, respectively, at average annual interest rates of approximately 7.0%. During the second quarter of 2013 and 2012, the Company incurred net interest expense of $8.5 million and $8.2 million, respectively.

 

During the six months ended June 30, 2013 and 2012, the Company had average borrowings outstanding of approximately $489.5 million and $472.0 million, respectively, at average annual interest rates of approximately 7.0%. During the six months ended June 30, 2013 and 2012, the Company incurred net interest expense of $17.0 million and $16.3 million, respectively.

 

At June 30, 2013 and December 31, 2012, the Company had working capital of $502.4 million and $327.5 million, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments. The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds and to a lesser extent borrowings supported by our Credit Agreement. In management’s opinion, the Company will have sufficient liquidity to meet its various cash needs throughout 2013.

 

There were no significant changes to the Company’s contractual obligations or other commercial commitments from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

Forward-Looking Statements

 

This report contains certain forward-looking statements that are based largely on the Company’s current expectations. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. For more information about these forward-looking statements and related risks, please refer to the section titled “Forward-Looking Statements” in Part I of the Company’s Annual Report on Form 10-K.

 

Item  3.       Quantitative and Qualitative Disclosures about Market Risk

 

The Company is exposed to market risk in the normal course of its business due primarily to its ownership of marketable equity securities, which are subject to equity price risk; to its borrowing and cash-management activities, which are subject to interest rate risk; and to its foreign business operations, which are subject to foreign exchange rate risk. The Company’s market risk disclosures set forth in its 2012 Annual Report filed on Form 10-K have not otherwise changed significantly.

 

Item 4.        Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

An evaluation was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer (the Company’s principal executive officer) and the Company’s Senior Vice President-Finance (the Company’s principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of June 30, 2013. Based on that evaluation, the Company’s Chief Executive Officer and Senior Vice President-Finance have concluded that the Company’s disclosure controls and procedures, as designed and implemented, are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Senior Vice President-Finance, in a manner that allows timely decisions regarding required disclosure.

 

(b) Changes in Internal Control Over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

26

 


 

 

 

PART II. OTHER INFORMATION

 

Item 6.            Exhibits.

 

 

 

Exhibit
Number

 

Description

 

 

 

    3.1

Restated Certificate of Incorporation of the Company dated November 13, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003).

 

 

    3.2

Certificate of Designation for the Company’s Series A Preferred Stock dated September 22, 2003 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K dated September 22, 2003).

 

 

    3.3

By-Laws of the Company as amended and restated through November 8, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 14, 2007).

 

 

    4.1

Second Supplemental Indenture dated January 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 30, 2009).

 

 

    4.2

Four Year Credit Agreement, dated as of June 17, 2011, among the Company, JPMorgan Chase Bank, N.A., J.P. Morgan Australia Limited, Wells Fargo Bank, N.A., The Royal Bank of Scotland PLC, HSBC Bank USA, National Association, The Bank of New York Mellon, PNC Bank, National Association, Bank of America, N.A., Citibank, N.A. and The Northern Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 17, 2011).

 

 

    31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

 

 

    31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

 

 

    32

Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer.

 

 

    101

The following financial information from The Washington Post Company Quarterly Report on Form 10-Q for the period ended June 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012, (ii) Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012, (iii) Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012, and (v) Notes to Condensed Consolidated Financial Statements. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

 

 

27

 


 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

THE WASHINGTON POST COMPANY

 

 

(Registrant)

 

 

 

Date: August 7, 2013

 

/s/ Donald E. Graham

 

 

 

Donald E. Graham,

Chairman & Chief Executive Officer

(Principal Executive Officer)

 

 

 

Date: August 7, 2013

 

/s/ Hal S. Jones

 

 

 

Hal S. Jones,

Senior Vice President-Finance

(Principal Financial Officer)

 

 

28