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Graham Holdings Co - Quarter Report: 2021 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2021
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 001-06714
GRAHAM HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
Delaware53-0182885
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1300 North 17th Street, Arlington, Virginia

22209
(Address of principal executive offices)(Zip Code)
(703) 345-6300
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B Common Stock, par value $1.00 per share GHCNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  .    No  .
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  .    No  .  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated
filer
Non-accelerated
filer
Smaller reporting
company
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐.    No  .  
Shares outstanding at July 30, 2021:
Class A Common Stock – 964,001 Shares
Class B Common Stock – 4,037,461 Shares



GRAHAM HOLDINGS COMPANY
Index to Form 10-Q
 
PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
Condensed Consolidated Statements of Operations
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
Condensed Consolidated Statements of Cash Flows
Condensed Consolidated Statements of Changes in Common Stockholders' Equity
 
 
 
 
Notes to Condensed Consolidated Financial Statements

Organization, Basis of Presentation and Recent Accounting Pronouncements

Acquisitions and Dispositions of Businesses

Investments

Accounts Receivable, Accounts Payable and Accrued Liabilities

Inventories, Contracts in Progress and Vehicle Floor Plan Payable

Goodwill and Other Intangible Assets

Debt

Fair Value Measurements

Income Taxes

Revenue From Contracts With Customers

Earnings (Loss) Per Share

Pension and Postretirement Plans

Other Non-Operating Income

Accumulated Other Comprehensive Income (Loss)

Contingencies

Business Segments
Item 2.
Management’s Discussion and Analysis of Results of Operations and Financial Condition
 
 
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
PART II. OTHER INFORMATION
 
Item 6.
Exhibits
 
 
Signatures



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  Three Months Ended 
 June 30
Six Months Ended 
 June 30
  
(in thousands, except per share amounts)2021202020212020
Operating Revenues
Sales of services$511,037 $483,595 $994,706 $1,000,232 
Sales of goods290,115 169,276 518,901 384,896 
801,152 652,871 1,513,607 1,385,128 
Operating Costs and Expenses    
Cost of services sold (exclusive of items shown below)306,983 298,578 599,417 631,627 
Cost of goods sold (exclusive of items shown below)226,892 136,825 405,679 303,526 
Selling, general and administrative195,429 162,840 371,290 339,992 
Depreciation of property, plant and equipment16,600 22,913 33,145 39,617 
Amortization of intangible assets13,889 14,327 27,826 28,492 
Impairment of goodwill and other long-lived assets3,768 11,511 4,815 27,912 
  763,561 646,994 1,442,172 1,371,166 
Income from Operations37,591 5,877 71,435 13,962 
Equity in earnings (losses) of affiliates, net1,776 1,182 15,204 (365)
Interest income1,876 954 2,766 2,105 
Interest expense(7,353)(7,377)(15,801)(15,055)
Non-operating pension and postretirement benefit income, net25,216 12,136 54,003 30,539 
Gain (loss) on marketable equity securities, net83,698 39,890 162,912 (60,503)
Other income, net16,122 8,100 22,442 10,788 
Income (Loss) Before Income Taxes158,926 60,762 312,961 (18,529)
Provision for (Benefit from) Income Taxes43,000 41,900 84,400 (3,500)
Net Income (Loss)115,926 18,862 228,561 (15,029)
Net (Income) Loss Attributable to Noncontrolling Interests(568)(8)(753)638 
Net Income (Loss) Attributable to Graham Holdings Company Common Stockholders$115,358 $18,854 $227,808 $(14,391)
Per Share Information Attributable to Graham Holdings Company Common Stockholders
      
Basic net income (loss) per common share$23.07 $3.61 $45.55 $(2.77)
Basic average number of common shares outstanding4,968 5,196 4,968 5,235 
Diluted net income (loss) per common share$22.99 $3.60 $45.43 $(2.77)
Diluted average number of common shares outstanding4,985 5,201 4,981 5,235 
See accompanying Notes to Condensed Consolidated Financial Statements.
1


GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
  Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Net Income (Loss)$115,926 $18,862 $228,561 $(15,029)
Other Comprehensive Income (Loss), Before Tax      
Foreign currency translation adjustments:      
Translation adjustments arising during the period1,167 16,405 681 (20,971)
Pension and other postretirement plans:        
Amortization of net prior service cost included in net income
792 668 1,584 1,339 
Amortization of net actuarial (gain) loss included in net income
(924)390 (3,353)610 
  (132)1,058 (1,769)1,949 
Cash flow hedges gain (loss)13 (143)634 (1,721)
Other Comprehensive Income (Loss), Before Tax1,048 17,320 (454)(20,743)
Income tax expense (benefit) related to items of other comprehensive income (loss)
32 (252)331 (132)
Other Comprehensive Income (Loss), Net of Tax1,080 17,068 (123)(20,875)
Comprehensive Income (Loss)117,006 35,930 228,438 (35,904)
Comprehensive (income) loss attributable to noncontrolling interests
(568)(8)(753)638 
Total Comprehensive Income (Loss) Attributable to Graham Holdings Company$116,438 $35,922 $227,685 $(35,266)

See accompanying Notes to Condensed Consolidated Financial Statements.
2


GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
As of
(in thousands)June 30,
2021
December 31,
2020
  (Unaudited)  
Assets    
Current Assets    
Cash and cash equivalents$114,802 $413,991 
Restricted cash9,982 9,063 
Investments in marketable equity securities and other investments765,740 587,582 
Accounts receivable, net516,483 537,156 
Inventories and contracts in progress126,395 120,622 
Prepaid expenses82,633 75,523 
Income taxes receivable16,947 29,313 
Other current assets7,631 942 
Total Current Assets1,640,613 1,774,192 
Property, Plant and Equipment, Net373,471 378,286 
Lease Right-of-Use Assets444,082 462,560 
Investments in Affiliates164,203 155,777 
Goodwill, Net1,653,607 1,484,750 
Indefinite-Lived Intangible Assets121,417 120,437 
Amortized Intangible Assets, Net264,408 204,646 
Prepaid Pension Cost1,750,588 1,708,305 
Deferred Income Taxes7,124 8,396 
Deferred Charges and Other Assets (includes $748 and $0 of restricted cash)
157,029 146,770 
Total Assets$6,576,542 $6,444,119 
Liabilities and Equity    
Current Liabilities    
Accounts payable and accrued liabilities$512,409 $520,236 
Deferred revenue284,013 331,021 
Income taxes payable8,236 5,140 
Current portion of lease liabilities86,143 86,797 
Current portion of long-term debt4,248 6,452 
Dividends declared7,553 — 
Total Current Liabilities902,602 949,646 
Accrued Compensation and Related Benefits203,296 201,918 
Other Liabilities32,511 48,768 
Deferred Income Taxes531,350 521,274 
Mandatorily Redeemable Noncontrolling Interest9,332 9,240 
Lease Liabilities407,740 428,849 
Long-Term Debt506,079 506,103 
Total Liabilities2,592,910 2,665,798 
Redeemable Noncontrolling Interests7,720 11,928 
Preferred Stock — 
Common Stockholders’ Equity    
Common stock20,000 20,000 
Capital in excess of par value386,882 388,159 
Retained earnings7,009,971 6,804,822 
Accumulated other comprehensive income, net of taxes  
Cumulative foreign currency translation adjustment10,435 9,754 
Unrealized gain on pensions and other postretirement plans593,996 595,287 
Cash flow hedges(1,240)(1,727)
Cost of Class B common stock held in treasury(4,051,958)(4,056,993)
Total Common Stockholders’ Equity3,968,086 3,759,302 
Noncontrolling Interests7,826 7,091 
Total Equity3,975,912 3,766,393 
Total Liabilities and Equity$6,576,542 $6,444,119 

See accompanying Notes to Condensed Consolidated Financial Statements.
3


GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Six Months Ended 
 June 30
(in thousands)20212020
Cash Flows from Operating Activities    
Net Income (Loss)$228,561 $(15,029)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation, amortization and goodwill and other long-lived asset impairments65,786 96,021 
Amortization of lease right-of-use asset36,774 50,954 
Net pension benefit(45,413)(21,409)
(Gain) loss on marketable equity securities and cost method investments, net(165,257)60,509 
Gain on disposition and write-down of businesses, property, plant and equipment and investments, net(15,080)(5,444)
Provision for doubtful trade receivables2,506 7,241 
Stock-based compensation expense, net3,060 3,135 
Foreign exchange gain(680)(3,220)
Equity in (earnings) losses of affiliates, net of distributions(5,053)4,263 
Provision for (benefit from) deferred income taxes52,856 (1,349)
Accretion expense and change in fair value of contingent consideration liabilities(2,679)— 
Change in operating assets and liabilities:
Accounts receivable, net38,541 164,314 
Inventories(4,971)2,840 
Accounts payable and accrued liabilities(15,592)(99,496)
Deferred revenue(61,591)(69,105)
Income taxes receivable10,681 (6,434)
Lease liabilities(41,655)(43,697)
Other assets and other liabilities, net(9,343)(2,384)
Other1,394 (359)
Net Cash Provided by Operating Activities72,845 121,351 
Cash Flows from Investing Activities    
Investments in certain businesses, net of cash acquired(272,428)(20,080)
Purchases of marketable equity securities(48,036)— 
Purchases of property, plant and equipment(27,502)(40,209)
Proceeds from sales of marketable equity securities37,629 93,775 
Investments in equity affiliates, cost method and other investments
(4,910)(8,011)
Net proceeds from disposition of businesses, property, plant and equipment, and investments
4,735 862 
Return of investment in equity affiliates4 314 
Net Cash (Used in) Provided by Investing Activities(310,508)26,651 
Cash Flows from Financing Activities    
Deferred payments of acquisitions(30,866)(5,010)
Dividends paid(15,106)(15,289)
Net payments on vehicle floor plan payable(9,591)(11,063)
Proceeds from bank overdrafts4,433 9,135 
Purchase of noncontrolling interest(3,508)— 
Net payments under revolving credit facilities(2,304)— 
Repayments of borrowings(2,071)(75,206)
Issuance of borrowings121 76,984 
Common shares repurchased (62,905)
Proceeds from exercise of stock options 5,335 
Other(283)— 
Net Cash Used in Financing Activities(59,175)(78,019)
Effect of Currency Exchange Rate Change(684)(4,953)
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash(297,522)65,030 
Beginning Cash and Cash Equivalents and Restricted Cash423,054 214,044 
Ending Cash and Cash Equivalents and Restricted Cash$125,532 $279,074 


See accompanying Notes to Condensed Consolidated Financial Statements.
4


GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands)Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
Accumulated Other Comprehensive IncomeTreasury
Stock
Noncontrolling
Interest
Total EquityRedeemable Noncontrolling Interest
As of December 31, 2020$20,000 $388,159 $6,804,822 $603,314 $(4,056,993)$7,091 $3,766,393 $11,928 
Net income for the period112,635 112,635 
Net income attributable to noncontrolling interests(185)185 — 
Change in redemption value of redeemable noncontrolling interests697 64 761 (634)
Distribution to noncontrolling interest(126)(126)
Dividends on common stock(15,106)(15,106)
Issuance of Class B common stock, net of restricted stock forfeitures(5,188)5,084 (104)
Amortization of unearned stock compensation and stock option expense1,589 1,589 
Other comprehensive loss, net of income taxes(1,203)(1,203)
Purchase of redeemable noncontrolling interest— (3,508)
As of March 31, 2021$20,000 $385,257 $6,902,166 $602,111 $(4,051,909)$7,214 $3,864,839 $7,786 
Net income for the period115,926 115,926 
Net income attributable to noncontrolling interests(699)699  
Net loss attributable to redeemable noncontrolling interests131 131 (131)
Change in redemption value of redeemable noncontrolling interests65 65 65 
Distribution to noncontrolling interest(152)(152)
Dividends on common stock(7,553)(7,553)
Forfeiture of restricted stock awards, net of Class B common stock issuances(47)(49)(96)
Amortization of unearned stock compensation and stock option expense1,672 1,672 
Other comprehensive income, net of income taxes1,080 1,080 
As of June 30, 2021$20,000 $386,882 $7,009,971 $603,191 $(4,051,958)$7,826 $3,975,912 $7,720 
5


(in thousands)Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
Accumulated Other Comprehensive IncomeTreasury
Stock
Noncontrolling
Interest
Total EquityRedeemable Noncontrolling Interest
As of December 31, 2019$20,000 $381,669 $6,534,427 $303,295 $(3,920,152)$7,557 $3,326,796 $5,655 
Net loss for the period(33,891)(33,891)
Net loss attributable to noncontrolling interests772 (772)— 
Net income attributable to redeemable noncontrolling interests
(126)(126)126 
Dividends on common stock(15,289)(15,289)
Repurchase of Class B common stock(33,610)(33,610)
Issuance of Class B common stock
5,335 5,335 
Amortization of unearned stock compensation and stock option expense
1,568 1,568 
Other comprehensive loss, net of income taxes
(37,943)(37,943)
As of March 31, 2020$20,000 $383,237 $6,485,893 $265,352 $(3,948,427)$6,785 $3,212,840 $5,781 
Net income for the period18,862 18,862 
Net loss attributable to noncontrolling interests
37 (37)— 
Acquisition of redeemable noncontrolling interest— 6,005 
Net income attributable to redeemable noncontrolling interests
(45)(45)45 
Dividends on common stock(7,581)(7,581)
Repurchase of Class B common stock(29,295)(29,295)
Amortization of unearned stock compensation and stock option expense
1,567 1,567 
Other comprehensive income, net of income taxes17,068 17,068 
As of June 30, 2020$20,000 $384,804 $6,497,166 $282,420 $(3,977,722)$6,748 $3,213,416 $11,831 

See accompanying Notes to Condensed Consolidated Financial Statements.
6


GRAHAM HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
Graham Holdings Company (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 (U.S.). The Company’s media operations comprise the ownership and operation of seven television broadcasting stations, several websites and print publications, podcast content and a marketing solutions provider. The Company’s other business operations include manufacturing, automotive dealerships, consumer internet brands, restaurants and entertainment venues, custom framing services and home health and hospice services.
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 statement 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, 2021 and 2020 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, 2020.
The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.
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.
The Company assessed certain accounting matters that generally require consideration of forecasted financial information, in context with the information reasonably available to the Company and the unknown future impacts of the novel coronavirus (COVID-19) pandemic as of June 30, 2021 and through the date of this filing. The accounting matters assessed included, but were not limited to, the Company’s carrying value of goodwill and other long-lived assets, allowance for doubtful accounts, inventory valuation and related reserves, fair value of financial assets, valuation allowances for tax assets and revenue recognition. Other than the other long-lived asset impairment charges (see Note 8), there were no other impacts to the Company’s condensed consolidated financial statements as of and for the six months ended June 30, 2021 resulting from our assessments. The Company’s assessments as of and for the six months ended June 30, 2020 resulted in goodwill, indefinite-lived asset and other long-lived asset impairment charges (see Note 6 and Note 8). The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s condensed consolidated financial statements in future reporting periods.
2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES
Acquisitions. On June 14, 2021, the Company acquired all of the outstanding common shares of Leaf Group Ltd. (Leaf) for $308.6 million in cash and the assumption of $9.2 million in liabilities related to their previous stock compensation plan, which will be paid in the future. Leaf is a consumer internet company that builds creator-driven brands in lifestyle and home and art design categories. The acquisition is expected to provide benefits in the future by diversifying the Company’s business operations and providing operating synergies with other business units. The Company includes Leaf in other businesses.
During 2020, the Company acquired three businesses: two in education and one in other businesses for $96.8 million in cash and contingent consideration. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of acquisition.
7


In the first three months of 2020, Kaplan acquired two small businesses; one in its supplemental education division and one in its international division.
In May 2020, the Company acquired an additional interest in Framebridge, Inc. for cash and contingent consideration that resulted in the Company obtaining control of the investee. Following the acquisition, the Company owns 93.4% of Framebridge. The Company previously accounted for Framebridge under the equity method, and included it in Investments in Affiliates on the Condensed Consolidated Balance Sheet (see Note 3). The contingent consideration is primarily based on Framebridge achieving revenue milestones within a specific time period. The fair value of the contingent consideration at the acquisition date was $50.6 million, determined using a Monte Carlo simulation. The fair value of the redeemable noncontrolling interest in Framebridge was $6.0 million as of the acquisition date, determined using a market approach. The minority shareholder has an option to put 20% of the minority shares annually starting in 2024. The acquisition is expected to provide benefits in the future by diversifying the Company’s business operations and is included in other businesses.
Acquisition-related costs for acquisitions that closed during the first six months of 2021 and 2020 were $1.4 million and $1.1 million, respectively, and were expensed as incurred. The aggregate purchase price of the 2021 and 2020 acquisitions was allocated as follows (2021 on a preliminary basis), based on acquisition date fair values to the following assets and liabilities:
Purchase Price Allocation
Six Months EndedYear Ended
(in thousands)June 30, 2021December 31, 2020
Accounts receivable$16,080 $745 
Inventory777 3,496 
Property, plant and equipment6,229 3,346 
Lease right-of-use assets7,744 6,580 
Goodwill167,098 73,951 
Amortized intangible assets88,000 14,589 
Other assets4,507 975 
Deferred income taxes40,850 15,958 
Other liabilities(49,797)(14,917)
Current and noncurrent lease liabilities(7,742)(6,593)
Redeemable noncontrolling interest (6,005)
Aggregate purchase price, net of cash acquired$273,746 $92,125 
The 2021 fair values recorded were based upon preliminary valuations and the estimates and assumptions used in such valuations are subject to change within the measurement period (up to one year from the acquisition date). The recording of deferred tax assets and liabilities, and the amounts of residual goodwill and other intangibles are not yet finalized. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded due to these acquisitions is attributable to the assembled workforces of the acquired companies and expected synergies. The Company expects to deduct $43.4 million and $3.2 million of goodwill for income tax purposes for the acquisitions completed in 2021 and 2020, respectively.
The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The following unaudited pro forma financial information presents the Company’s results as if the current year acquisitions had occurred at the beginning of 2020. The unaudited pro forma information also includes the 2020 acquisitions as if they occurred at the beginning of 2019:
Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Operating revenues$841,966 $704,738 $1,606,299 $1,475,834 
Net income (loss)111,086 13,129 217,821 (36,427)
These pro forma results were based on estimates and assumptions, which the Company believes are reasonable, and include the historical results of operations of the acquired companies and adjustments for depreciation and amortization of identified assets and the effect of pre-acquisition transaction related expenses incurred by the Company and the acquired entities. The pro forma information does not include efficiencies, cost reductions and synergies expected to result from the acquisitions. They are not the results that would have been realized had these
8


entities been part of the Company during the periods presented and are not necessarily indicative of the Company’s consolidated results of operations in future periods.
Sale of Businesses. In December 2020, the Company completed the sale of Megaphone which was included in other businesses.
Other Transactions. In March 2021, Hoover’s minority shareholders put the remaining outstanding shares to the Company, which had a redemption value of $3.5 million. Following the redemption, the Company owns 100% of Hoover.
3. INVESTMENTS
Money Market Investments. As of June 30, 2021 the Company had no money market investments, compared to $268.8 million at December 31, 2020, that are classified as cash and cash equivalents in the Company’s Condensed Consolidated Balance Sheets.
Investments in Marketable Equity Securities. Investments in marketable equity securities consist of the following:
  As of
June 30,
2021
December 31,
2020
(in thousands)
Total cost
$276,532 $232,847 
Gross unrealized gains
474,908 340,255 
Total Fair Value
$751,440 $573,102 
At June 30, 2021 and December 31, 2020, the Company owned 44,430 shares and 28,000 shares, respectively, in Markel Corporation (Markel) valued at $52.7 million and $28.9 million, respectively. The Co-Chief Executive Officer of Markel, Mr. Thomas S. Gayner, is a member of the Company’s Board of Directors. As of June 30, 2021, there was no marketable equity security holding that exceeded 5% of the Company’s total assets.
The Company purchased $48.0 million of marketable equity securities during the first six months of 2021. There were no purchases of marketable equity securities during the first six months of 2020.
During the first six months of 2021, the gross cumulative realized gains from the sales of marketable equity securities were $27.7 million. The total proceeds from such sales were $37.6 million. During the first six months of 2020, the gross cumulative realized gains from the sales of marketable equity securities were $23.0 million. The total proceeds from such sales were $93.8 million.
The net gain (loss) on marketable equity securities comprised the following:

Three Months Ended 
 June 30

Six Months Ended 
 June 30
(in thousands)
2021202020212020
Gain (loss) on marketable equity securities, net
$83,698 $39,890 $162,912 $(60,503)
Less: Net (gains) losses in earnings from marketable equity securities sold and donated
(8,161)

4,608 

(8,161)13,382 
Net unrealized gains (losses) in earnings from marketable equity securities still held at the end of the period
$75,537 

$44,498 

$154,751 $(47,121)
Investments in Affiliates. As of June 30, 2021, the Company held an approximate 12% interest in Intersection Holdings, LLC, and in several other affiliates; Graham Healthcare Group (GHG) held a 40% interest in Residential Home Health Illinois, a 42.5% interest in Residential Hospice Illinois, a 40% interest in the joint venture formed between GHG and a Michigan hospital, and a 40% interest in the joint venture formed between GHG and Allegheny Health Network (AHN). For the three and six months ended June 30, 2021, the Company recorded $2.7 million and $5.2 million, respectively, in revenue for services provided to the affiliates of GHG. For the three and six months ended June 30, 2020, the Company recorded $2.2 million and $4.7 million, respectively, in revenue for services provided to the affiliates of GHG.
The Company had $41.6 million and $26.1 million in its investment account that represents cumulative undistributed income in its investments in affiliates as of June 30, 2021 and December 31, 2020, respectively.
In the first quarter of 2020, the Company recorded impairment charges of $3.6 million on two of its investments in affiliates as a result of the challenging economic environment for these businesses, of which $2.7 million related to the Company’s investment in Framebridge. It is reasonably possible that further COVID-19 disruptions could result in additional impairment charges related to the Company’s investments in affiliates should the impact of COVID-19
9


not dissipate or have a worsening adverse impact on our affiliates in future periods. The Company records its share of the earnings or losses of its affiliates from their most recent available financial statements. In some instances, the reporting period of the affiliates’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months. It is possible that the Company’s results of operations for the six months ended June 30, 2021 does not capture the impact of the COVID-19 pandemic on the earnings or losses of the affiliates whose financial results are recorded on a lag basis.
In May 2020, the Company made an additional investment in Framebridge (see Note 2) that resulted in the Company obtaining control of the investee. The results of operations, cash flows, assets and liabilities of Framebridge are included in the condensed consolidated financial statements of the Company from the date of the acquisition. Timothy J. O’Shaughnessy, President and Chief Executive Officer of Graham Holdings Company, was a personal investor in Framebridge and served as Chairman of the Board prior to the acquisition of the additional interest. The Company acquired Mr. O’Shaughnessy’s interest under the same terms as the other Framebridge investors.
Additionally, Kaplan International Holdings Limited (KIHL) held a 45% interest in a joint venture formed with York University. KIHL loaned the joint venture £22 million, which loan is repayable over 25 years at an interest rate of 7% and guaranteed by the University of York. The loan is repayable by December 2041.
Cost Method Investments. The Company held investments without readily determinable fair values in a number of equity securities that are accounted for as cost method investments, which are recorded at cost, less impairment, and adjusted for observable price changes for identical or similar investments of the same issuer. The carrying value of these investments was $45.1 million and $35.7 million as of June 30, 2021 and December 31, 2020, respectively. During the three and six months ended June 30, 2021, the Company recorded gains of $7.8 million and $10.5 million, respectively, to those equity securities based on observable transactions. During the three and six months ended June 30, 2020, the Company recorded gains of $2.6 million to those equity securities based on observable transactions. During the first six months of 2020, the Company recorded impairment losses of $2.6 million to those equity securities.
4. ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts receivable consist of the following:
As of
June 30,
2021
December 31,
2020
(in thousands)
Receivables from contracts with customers, less estimated credit losses of $20,445 and $21,494
$496,676 $519,577 
Other receivables19,807 17,579 
 $516,483 $537,156 
Credit loss expense was $1.4 million and $4.8 million for the three months ended June 30, 2021 and 2020, respectively. Credit loss expense was $2.5 million and $7.2 million for the six months ended June 30, 2021 and 2020, respectively.
Accounts payable and accrued liabilities consist of the following:
As of
June 30,
2021
December 31,
2020
(in thousands)
Accounts payable$116,607 $106,215 
Accrued compensation and related benefits139,125 135,493 
Other accrued liabilities256,677 278,528 
$512,409 $520,236 
Cash overdrafts of $6.6 million and $2.1 million are included in accounts payable as of June 30, 2021 and December 31, 2020, respectively.
10


5. INVENTORIES, CONTRACTS IN PROGRESS AND VEHICLE FLOOR PLAN PAYABLE
Inventories and contracts in progress consist of the following:
As of
June 30,
2021
December 31,
2020
(in thousands)
Raw materials$47,633 $45,382 
Work-in-process15,675 10,402 
Finished goods62,825 64,061 
Contracts in progress262 777 
 $126,395 $120,622 
The Company finances new and used vehicle inventory through a standardized floor plan facility (the “floor plan facility”) with Truist Bank. The vehicle floor plan facility bears interest at variable rates that are based on LIBOR plus 1.15% per annum. The weighted average interest rate for the floor plan facility was 1.2% and 1.6% for the three months ended June 30, 2021 and 2020, respectively. The weighted average interest rate for the floor plan facility was 1.2% and 2.2% for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the aggregate capacity under the floor plan facility was $50 million, of which $16.4 million had been utilized, and is included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheet. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.
The floor plan facility is collateralized by vehicle inventory and other assets of the relevant dealership subsidiary, and contains a number of covenants, including, among others, covenants restricting the dealership subsidiary with respect to the creation of liens and changes in ownership, officers and key management personnel. The Company was in compliance with all of these restrictive covenants as of June 30, 2021.
The floor plan interest expense related to the vehicle floor plan arrangements is offset by amounts received from manufacturers in the form of floor plan assistance capitalized in inventory and recorded against cost of goods sold in the Condensed Consolidated Statements of Operations when the associated inventory is sold. For the three months ended June 30, 2021 and 2020, the Company recognized a reduction in cost of goods sold of $0.8 million and $0.5 million, respectively, related to manufacturer floor plan assistance. For the six months ended June 30, 2021 and 2020, the Company recognized a reduction in cost of goods sold of $1.4 million and $0.9 million, respectively, related to manufacturer floor plan assistance.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
In the first quarter of 2020, as a result of the uncertainty and challenging operating environment created by the COVID-19 pandemic, the Company performed an interim review of the goodwill, indefinite-lived intangibles and other long-lived assets of the Clyde’s Restaurant Group (CRG) and automotive dealership reporting units and asset groups. As a result of the impairment reviews, the Company recorded a $9.7 million goodwill and indefinite-lived intangible asset impairment charge at CRG and a $6.7 million indefinite-lived intangible asset impairment charge at the auto dealerships. The Company estimated the fair value of the reporting units and indefinite-lived intangible assets by utilizing a discounted cash flow model. The carrying value of the CRG reporting unit and the indefinite-lived intangible assets exceeded the estimated fair value, resulting in a goodwill and indefinite-lived intangible asset impairment charge for the amount by which the carrying value exceeded the estimated fair value. CRG and the automotive dealerships are included in other businesses. Additional COVID-19 disruptions could result in future adverse changes in projections for future operating results or other key assumptions, such as projected revenue, profit margin, capital expenditures or cash flows associated with fair value estimates and could lead to additional future impairments, which could be material.
11


Amortization of intangible assets for the three months ended June 30, 2021 and 2020, was $13.9 million and $14.3 million, respectively. Amortization of intangible assets for the six months ended June 30, 2021 and 2020, was $27.8 million and $28.5 million, respectively. Amortization of intangible assets is estimated to be approximately $32 million for the remainder of 2021, $60 million in 2022, $51 million in 2023, $40 million in 2024, $33 million in 2025 and $48 million thereafter. The changes in the carrying amount of goodwill, by segment, were as follows:
(in thousands)EducationTelevision
Broadcasting
ManufacturingHealthcareOther
Businesses
Total
Balance as of December 31, 2020        
Goodwill$1,183,379 $190,815 $234,993 $98,421 $130,472 $1,838,080 
Accumulated impairment losses
(331,151)— (7,616)— (14,563)(353,330)
852,228 190,815 227,377 98,421 115,909 1,484,750 
Acquisitions    167,098 167,098 
Foreign currency exchange rate changes
1,759     1,759 
Balance as of June 30, 2021        
Goodwill1,185,138 190,815 234,993 98,421 297,570 2,006,937 
Accumulated impairment losses
(331,151) (7,616) (14,563)(353,330)
$853,987 $190,815 $227,377 $98,421 $283,007 $1,653,607 
The changes in carrying amount of goodwill at the Company’s education division were as follows:
(in thousands)Kaplan
International
Higher
Education
Supplemental EducationTotal
Balance as of December 31, 2020      
Goodwill$634,749 $174,564 $374,066 $1,183,379 
Accumulated impairment losses— (111,324)(219,827)(331,151)
634,749 63,240 154,239 852,228 
Foreign currency exchange rate changes1,696  63 1,759 
Balance as of June 30, 2021      
Goodwill636,445 174,564 374,129 1,185,138 
Accumulated impairment losses (111,324)(219,827)(331,151)
$636,445 $63,240 $154,302 $853,987 
Other intangible assets consist of the following:
As of June 30, 2021As of December 31, 2020
(in thousands)Useful Life
Range
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
 Carrying
Amount
Amortized Intangible Assets              
Student and customer relationships
2–10 years
$323,848 $193,680 $130,168 $294,077 $178,075 $116,002 
Trade names and trademarks
2–10 years
160,650 60,987 99,663 109,809 54,766 55,043 
Network affiliation agreements
10 years
17,400 7,757 9,643 17,400 6,888 10,512 
Databases and technology
3–6 years
36,761 23,148 13,613 34,864 19,924 14,940 
Noncompete agreements
2–5 years
1,000 989 11 1,000 937 63 
Other
1–8 years
29,800 18,490 11,310 24,800 16,714 8,086 
    $569,459 $305,051 $264,408 $481,950 $277,304 $204,646 
Indefinite-Lived Intangible Assets
              
Trade names and trademarks  $88,409     $87,429     
Franchise agreements21,858 21,858 
FCC licenses11,000 11,000 
Licensure and accreditation  150     150     
  $121,417 $120,437 
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7. DEBT
The Company’s borrowings consist of the following:
  As of
  June 30,
2021
December 31,
2020
(in thousands)
5.75% unsecured notes due June 1, 2026 (1)
$396,468 $396,112 
Revolving credit facility76,181 74,686 
Commercial note23,750 25,250 
Pinnacle Bank term loan10,242 10,692 
Pinnacle Bank line of credit 2,295 
Other indebtedness3,686 3,520 
Total Debt$510,327 $512,555 
Less: current portion(4,248)(6,452)
Total Long-Term Debt$506,079 $506,103 
____________
(1)     The carrying value is net of $3.5 million and $3.9 million of unamortized debt issuance costs as of June 30, 2021 and December 31, 2020, respectively.
The outstanding balance on the Company’s revolving credit facility was £55 million as of June 30, 2021 with interest payable at the 3 month GBP LIBOR plus 1.50%. The Company’s other indebtedness at June 30, 2021 and December 31, 2020 is at interest rates of 0% to 16% and matures between 2023 and 2030.
The Company is in compliance with all financial covenants as of June 30, 2021.
During the three months ended June 30, 2021 and 2020, the Company had average borrowings outstanding of approximately $525.5 million and $510.5 million, respectively, at average annual interest rates of approximately 4.9% and 5.1%, respectively. During the three months ended June 30, 2021 and 2020, the Company incurred net interest expense of $5.5 million and $6.4 million, respectively.
During the six months ended June 30, 2021 and 2020, the Company had average borrowings outstanding of approximately $520.0 million and $511.2 million, respectively, at average annual interest rates of approximately 5.0% and 5.1%, respectively. During each of the six months ended June 30, 2021 and 2020, the Company incurred net interest expense of $13.0 million.
During the three and six months ended June 30, 2021, the Company recorded interest income of $1.0 million and net interest expense of $0.1 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. The fair value of the mandatorily redeemable noncontrolling interest was based on the fair value of the underlying subsidiaries owned by GHC One, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined by reference to either a discounted cash flow or EBITDA multiple, which approximates fair value (Level 3 fair value assessment).
At June 30, 2021 and December 31, 2020, the fair value of the Company’s 5.75% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $418.4 million and $421.7 million, respectively, compared with the carrying amount of $396.5 million and $396.1 million, respectively. The carrying value of the Company’s other unsecured debt at June 30, 2021 and December 31, 2020 approximates fair value.
13


8. FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:
As of June 30, 2021
(in thousands)Level 1Level 2Level 3Total
Assets      
Marketable equity securities (1)
$751,440 $ $ $751,440 
Other current investments (2)
7,212 7,088  14,300 
Total Financial Assets
$758,652 $7,088 $ $765,740 
Liabilities
  
  
  
Deferred compensation plan liabilities (3) 
$ $30,033 $ $30,033 
Contingent consideration liabilities (4)
  14,693 14,693 
Interest rate swap (5) 
 1,704  1,704 
Mandatorily redeemable noncontrolling interest (6)
  9,332 9,332 
Total Financial Liabilities
$ $31,737 $24,025 $55,762 

As of December 31, 2020
(in thousands)Level 1Level 2Level 3Total
Assets
  
  

  
Money market investments (7) 
$— $268,841 $— $268,841 
Marketable equity securities (1)
573,102 — — 573,102 
Other current investments (2)
10,397 4,083 — 14,480 
Total Financial Assets
$583,499 $272,924 $— $856,423 
Liabilities
  
  

  
Deferred compensation plan liabilities (3) 
$— $31,178 $— $31,178 
Contingent consideration liabilities (4)
— — 37,174 37,174 
Interest rate swap (5) 
— 2,342 — 2,342 
Foreign exchange swap (8)
— 259 — 259 
Mandatorily redeemable noncontrolling interest (6)
— — 9,240 9,240 
Total Financial Liabilities
$— $33,779 $46,414 $80,193 
____________
(1)
The Company’s investments in marketable equity securities are held in common shares of U.S. and Canadian corporations that are actively traded on U.S. and Canadian stock exchanges. Price quotes for these shares are readily available.
(2)
Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits. These investments are valued using a market approach based on the quoted market prices of the security or inputs that include quoted market prices for similar instruments and are classified as either Level 1 or Level 2 in the fair value hierarchy.
(3)
Includes Graham Holdings Company’s Deferred Compensation Plan and supplemental savings plan benefits under the Graham Holdings Company’s Supplemental Executive Retirement Plan, which are included in accrued compensation and related benefits. These plans measure the market value of a participant’s balance in a notional investment account that is comprised primarily of mutual funds, which are based on observable market prices. However, since the deferred compensation obligations are not exchanged in an active market, they are classified as Level 2 in the fair value hierarchy. Realized and unrealized gains (losses) on deferred compensation are included in operating income.
(4)
Included in Accounts payable and accrued liabilities and Other Liabilities. The Company determined the fair value of the contingent consideration liabilities using either a Monte Carlo simulation or probability-weighted analysis depending on the type of target included in the contingent consideration requirements (revenue, EBITDA, client retention). All analyses included estimated financial projections for the acquired businesses and acquisition-specific discount rates.
(5)
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.
(6)
The fair value of the mandatorily redeemable noncontrolling interest is based on the fair value of the underlying subsidiaries owned by GHC One, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined using enterprise value analyses which include an equal weighing between guideline public company and discounted cash flow analyses.
(7)
The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.
(8)
Included in Accounts payable and accrued liabilities, and valued based on a valuation model that calculates the differential between the contract price and the market-based forward rate.

14


The following table provides a reconciliation of changes in the Company’s financial liabilities measured at fair value on a recurring basis, using Level 3 inputs:
(in thousands)Contingent consideration liabilitiesMandatorily redeemable noncontrolling interest
As of December 31, 2020
$37,174 $9,240 
Changes in fair value (1)
(3,720)96 
Capital contributions 37 
Accretion of value included in net income (1)
1,041  
Settlements or distributions(19,836)(41)
Foreign currency exchange rate changes34  
As of June 30, 2021
$14,693 $9,332 
____________
(1)Changes in fair value and accretion of value of contingent consideration liabilities are included in Selling, general and administrative expenses and the changes in fair value of mandatorily redeemable noncontrolling interest is included in Interest income and Interest expense in the Company’s Condensed Consolidated Statements of Operations.
During the three and six months ended June 30, 2021, the Company recorded other long-lived asset impairment charges of $3.8 million and $4.8 million, respectively. During the three and six months ended June 30, 2020, the Company recorded other long-lived asset impairment charges of $11.5 million (see Note 16). The remeasurement of the other long-lived assets is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the other long-lived assets. A market value approach was also utilized to supplement the discounted cash flow model. The Company made estimates and assumptions regarding future cash flows, discount rates, and market values.
During the first quarter of 2020, the Company recorded goodwill and indefinite-lived intangible asset impairment charges of $16.4 million (see Note 6). The remeasurement of the goodwill and indefinite-lived intangible assets is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit and indefinite-lived intangible assets. A market value approach was also utilized to supplement the discounted cash flow model. The Company made estimates and assumptions regarding future cash flows, royalty rates, discount rates, market values, and long-term growth rates.
During the three and six months ended June 30, 2021, the Company recorded gains of $7.8 million and $10.5 million, respectively, to equity securities that are accounted for as cost method investments based on observable transactions for identical or similar investments of the same issuer. During the three and six months ended June 30, 2020, the Company recorded a gain of $2.6 million to an equity security that is accounted for as a cost method investment based on observable transactions for identical or similar investments of the same issuer. During the six months ended June 30, 2020, the Company recorded impairment losses of $2.6 million to equity securities that are accounted for as cost method investments.
During the first quarter of 2020, the Company recorded impairment charges of $3.6 million on two of its investments in affiliates.
9. INCOME TAXES
On July 1, 2015 (the Distribution Date), the Company completed the spin-off of Cable ONE as an independent, publicly traded company. The transaction was structured as a tax-free spin-off of Cable ONE to the stockholders of the Company. Since July 1, 2015, Cable One has been an independent public company trading on the New York Stock Exchange under the symbol “CABO”. In connection with the Coronavirus Aid, Relief and Economic Security (CARES) Act, Cable One has the ability to carryback its 2019 taxable losses to the tax period from January 1, 2015 to June 30, 2015, the period in which Cable One was included in the Company’s 2015 tax return. As a result, the Company amended its 2015 tax returns in order to accommodate Cable One's request to carryback its 2019 taxable losses. The Company expects that this action will have no impact on the results or the financial position of the Company. To reflect the expected refund due to Cable One, the Company has included an estimated $15.9 million current income tax receivable and a corresponding current liability to Cable One on its balance sheet as of June 30, 2021.
The Company's effective tax rate for the first six months of 2021 and 2020 was 27.0% and 18.9%, respectively. The Company’s effective tax rate for the first quarter of 2020 was 57.3% and the effective tax rate for the second quarter of 2020 was 69.0%. The effective tax rates for interim periods is generally based on the Company’s estimated effective tax rate for the fiscal year. The Company’s estimated tax rate for 2020 included the adverse impacts of the COVID-19 pandemic, the CARES Act, and losses on marketable equity securities on the Company’s estimated pre-
15


tax income for 2020, resulting in a higher overall estimated tax rate, as permanent differences and increased valuation allowances in certain jurisdictions have a larger impact on the overall estimated effective tax rate.
10. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company generated 78% and 77% of its revenue from U.S. domestic sales for the three and six months ended June 30, 2021, respectively. The remaining 22% and 23% of revenue was generated from non-U.S. sales for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2020, 75% of revenue was from U.S. domestic sales and the remaining 25% of revenue was generated from non-U.S. sales.
For the three and six months ended June 30, 2021, the Company recognized 66% and 68% of its revenue over time as control of the services and goods transferred to the customer, and the remaining 34% and 32% at a point in time, when the customer obtained control of the promised goods. For the three and six months ended June 30, 2020, the Company recognized 76% and 74% of its revenue over time, and the remaining 24% and 26% at a point in time.
In the second quarter of 2020, GHG received $7.4 million under the CARES Act as a general distribution from the Provider Relief Fund to provide relief for lost revenues and expenses incurred in connection with COVID-19. The healthcare revenues for the three and six months ended June 30, 2020 includes $5.5 million for lost revenues related to COVID-19.
Contract Assets. As of June 30, 2021, the Company recognized a contract asset of $11.0 million related to a contract at a Kaplan International business, which is included in Deferred Charges and Other Assets. The Company expects to recognize an additional $7.0 million related to this performance obligation within the next year. As of December 31, 2020, the contract asset was $8.7 million.
Deferred Revenue. The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance, including amounts which are refundable. The following table presents the change in the Company’s deferred revenue balance:
As of
June 30,
2021
December 31,
2020
%
(in thousands)Change
Deferred revenue$287,706 $343,322 (16)
In April 2020, GHG received $31.5 million under the expanded Medicare Accelerated and Advanced Payment Program modified by the CARES Act as a result of COVID-19. The Department of Health and Human Services started to recoup this advance 365 days after the payment was issued and for the three and six months ended June 30, 2021, $5.0 million of the balance was recognized in revenue for claims submitted for eligible services. The remaining amount is included in the current deferred revenue balance on the Condensed Consolidated Balance Sheet as of June 30, 2021. As of December 31, 2020, the $31.5 million balance was included in the current and noncurrent deferred revenue balances on the Condensed Consolidated Balance Sheet.
The majority of the change in deferred revenue balance is related to the cyclical nature of services in the Kaplan international division. During the six months ended June 30, 2021, the Company recognized $226.4 million related to the Company’s deferred revenue balance as of December 31, 2020.
Revenue allocated to remaining performance obligations represents deferred revenue amounts that will be recognized as revenue in future periods. As of June 30, 2021, the deferred revenue balance related to certain medical and nursing qualifications with an original contract length greater than twelve months at Kaplan Supplemental Education was $8.0 million. Kaplan Supplemental Education expects to recognize 72% of this revenue over the next twelve months and the remainder thereafter.
Costs to Obtain a Contract. The following table presents changes in the Company’s costs to obtain a contract asset:
(in thousands)Balance at
Beginning
of Period
Costs associated with new contractsLess: Costs amortized during the periodOtherBalance
at
End of
Period
2021$24,363 $16,692 $(27,192)$104 $13,967 
Other activity includes currency translation adjustments for the six months ended June 30, 2021.
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11. EARNINGS (LOSS) PER SHARE
The Company’s unvested restricted stock awards contain nonforfeitable rights to dividends and, therefore, are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The diluted earnings per share computed under the two-class method is lower than the diluted earnings per share computed under the treasury stock method, resulting in the presentation of the lower amount in diluted earnings per share. The computation of the earnings per share under the two-class method excludes the income attributable to the unvested restricted stock awards from the numerator and excludes the dilutive impact of those underlying shares from the denominator.
The following reflects the Company’s net income (loss) and share data used in the basic and diluted earnings (loss) per share computations using the two-class method:
Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands, except per share amounts)2021202020212020
Numerator:
Numerator for basic earnings (loss) per share:        
Net income (loss) attributable to Graham Holdings Company common stockholders
$115,358 $18,854 $227,808 $(14,391)
Less: Dividends paid-common stock outstanding and unvested restricted shares
(7,553)(7,581)(22,659)(22,870)
Undistributed earnings (loss)107,805 11,273 205,149 (37,261)
Percent allocated to common stockholders (1)
99.34 %99.44 %99.34 %100.00 %
107,089 11,210 203,786 (37,261)
Add: Dividends paid-common stock outstanding7,503 7,539 22,508 22,745 
Numerator for basic earnings (loss) per share$114,592 $18,749 $226,294 $(14,516)
Add: Additional undistributed earnings due to dilutive stock options
2 — 4 — 
Numerator for diluted earnings (loss) per share$114,594 $18,749 $226,298 $(14,516)
Denominator:    
Denominator for basic earnings (loss) per share:
Weighted average shares outstanding4,968 5,196 4,968 5,235 
Add: Effect of dilutive stock options17 13 — 
Denominator for diluted earnings (loss) per share4,985 5,201 4,981 5,235 
Graham Holdings Company Common Stockholders:        
Basic earnings (loss) per share
$23.07 $3.61 $45.55 $(2.77)
Diluted earnings (loss) per share
$22.99 $3.60 $45.43 $(2.77)
_______
(1) Percent of undistributed losses allocated to common stockholders was 100% in the first six months of 2020 as participating securities are not contractually obligated to share in losses.
Diluted earnings (loss) per share excludes the following weighted average potential common shares, as the effect would be antidilutive, as computed under the treasury stock method:
Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Weighted average restricted stock13 10 10 10 
Weighted average stock options —  17 
The diluted earnings (loss) per share amounts for the three and six months ended June 30, 2021 and June 30, 2020 exclude the effects of 104,000 stock options outstanding, as their inclusion would have been antidilutive due to a market condition.
In the three and six months ended June 30, 2021, the Company declared regular dividends totaling $1.51 and $4.53 per common share, respectively. In the three and six months ended June 30, 2020, the Company declared regular dividends totaling $1.45 and $4.35 per common share, respectively.
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12. PENSION AND POSTRETIREMENT PLANS
Defined Benefit Plans. The total benefit arising from the Company’s defined benefit pension plans consists of the following components:
  Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Service cost$5,877 $5,804 $11,479 $11,587 
Interest cost6,754 8,140 13,408 16,309 
Expected return on assets(33,702)(28,290)(68,278)(56,734)
Amortization of prior service cost712 707 1,423 1,415 
Recognized actuarial gain(1,671)— (4,563)— 
Net Periodic Benefit(22,030)(13,639)(46,531)(27,423)
Special separation benefit expense
1,118 6,014 1,118 6,014 
Total Benefit$(20,912)$(7,625)$(45,413)$(21,409)
In the second quarter of 2021, the Company recorded $1.1 million in expenses related to a Separation Incentive Program (SIP) for certain Dekko employees, which will be funded from the assets of the Company’s pension plan. In the second quarter of 2020, the Company recorded $6.0 million in expenses related to a SIP for certain Kaplan, Code3 and Decile employees, which 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 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Service cost$256 $239 $511 $477 
Interest cost735 920 1,471 1,839 
Amortization of prior service cost82 82 165 165 
Recognized actuarial loss1,483 1,317 2,965 2,634 
Net Periodic Cost$2,556 $2,558 $5,112 $5,115 
Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of a private investment fund, a U.S. stock index fund, and 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 plans were allocated as follows:
  As of
  June 30,
2021
December 31,
2020
  
U.S. equities60 %58 %
Private investment fund18 %18 %
U.S. stock index fund9 %%
International equities7 %%
U.S. fixed income6 %%
  100 %100 %
The Company manages approximately 40% of the pension assets internally, of which the majority is invested in a private investment fund with the remaining investments in Berkshire Hathaway stock, a U.S. stock index fund and short-term fixed-income securities. The remaining 60% of plan assets are 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 investment 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. One investment manager cannot invest more than 15% of the assets at the time of purchase in the stock of Alphabet and Berkshire Hathaway, and no more than 30% of the assets it manages in specified international exchanges at the time the investment is made. The other investment manager cannot invest more than 20% of the assets at the time of purchase in the stock of Berkshire Hathaway, and no more than 15% of the assets it manages in specified international exchanges at the time the investment is made, and no less than 10% of the assets could be invested in fixed-income securities. Excluding the exceptions noted above, the investment managers cannot invest 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 from the Plan administrator.
18


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, 2021. 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, 2021, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $976.9 million, or approximately 31% of total plan assets. At December 31, 2020, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $850.6 million, or approximately 30% of total plan assets.
Other Postretirement Plans. The total cost arising from the Company’s other postretirement plans consists of the following components:
  Three Months Ended 
 June 30
Six Months Ended 
 June 30
(in thousands)2021202020212020
Interest cost$10 $22 $46 $84 
Amortization of prior service credit(2)(121)(4)(241)
Recognized actuarial gain(736)(927)(1,755)(2,024)
Net Periodic Benefit$(728)$(1,026)$(1,713)$(2,181)
13. OTHER NON-OPERATING INCOME
A summary of non-operating income is as follows:

Three Months Ended 
 June 30

Six Months Ended 
 June 30
(in thousands)
2021202020212020
Gain on cost method investments
$7,783 $2,571 $10,506 $2,571 
Gain on sale of cost method investments6,699 — 6,793 518 
Gain on sale of businesses644 1,653 1,446 1,760 
Foreign currency gain (loss), net677 (1,070)680 3,220 
Gain on acquiring a controlling interest in an equity affiliate 3,708  3,708 
Impairment of cost method investments
 —  (2,577)
Gain on sale of equity affiliates
 1,473  1,370 
Other gain (loss), net
319 (235)3,017 218 
Total Other Non-Operating Income
$16,122 $8,100 $22,442 $10,788 
The gains on cost method investments result from observable price changes in the fair value of the underlying equity securities accounted for under the cost method (see Notes 3 and 8).
During the three and six months ended June 30, 2021, the Company recorded contingent consideration gains of $0.6 million and $1.5 million, respectively, related to the disposition of Kaplan University (KU) in 2018. During the three and six months ended June 30, 2020, the Company recorded contingent consideration gains of $1.7 million and $1.8 million, respectively.
In the second quarter of 2020, the Company made an additional investment in Framebridge (see Notes 2 and 3) that resulted in the Company obtaining control of the investee. The Company remeasured its previously held equity interest in Framebridge at the acquisition-date fair value and recorded a gain of $3.7 million. The fair value was determined using a market approach by using the share value indicated in the transaction.
19


14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The other comprehensive income (loss) consists of the following components:
Three Months Ended June 30
  20212020
  Before-TaxIncomeAfter-TaxBefore-TaxIncomeAfter-Tax
(in thousands)AmountTaxAmountAmountTaxAmount
Foreign currency translation adjustments:            
Translation adjustments arising during the period$1,167 $ $1,167 $16,405 $— $16,405 
Pension and other postretirement plans:            
Amortization of net prior service cost included in net income
792 (214)578 668 (181)487 
Amortization of net actuarial (gain) loss included in net income
(924)249 (675)390 (104)286 
(132)35 (97)1,058 (285)773 
Cash flow hedges:            
Gain (loss) for the period13 (3)10 (143)33 (110)
Other Comprehensive Income$1,048 $32 $1,080 $17,320 $(252)$17,068 
  Six Months Ended June 30
  20212020
  Before-TaxIncomeAfter-TaxBefore-TaxIncomeAfter-Tax
(in thousands)AmountTaxAmountAmountTaxAmount
Foreign currency translation adjustments:            
Translation adjustments arising during the period$681 $ $681 $(20,971)$— $(20,971)
Pension and other postretirement plans:            
Amortization of net prior service cost included in net income
1,584 (427)1,157 1,339 (362)977 
Amortization of net actuarial (gain) loss included in net income
(3,353)905 (2,448)610 (164)446 
  (1,769)478 (1,291)1,949 (526)1,423 
Cash flow hedges:          
Gain (loss) for the period634 (147)487 (1,721)394 (1,327)
Other Comprehensive Loss$(454)$331 $(123)$(20,743)$(132)$(20,875)
The accumulated balances related to each component of other comprehensive income (loss) are as follows:
(in thousands, net of taxes)Cumulative
Foreign
Currency
Translation
Adjustment
Unrealized Gain
on Pensions
and Other
Postretirement
Plans
Cash Flow
Hedges
Accumulated
Other
Comprehensive
Income
Balance as of December 31, 2020$9,754 $595,287 $(1,727)$603,314 
Other comprehensive income before reclassifications
681  180 861 
Net amount reclassified from accumulated other comprehensive income (loss)
 (1,291)307 (984)
Other comprehensive income (loss), net of tax
681 (1,291)487 (123)
Balance as of June 30, 2021$10,435 $593,996 $(1,240)$603,191 
20


The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows:
  Three Months Ended 
 June 30
Six Months Ended 
 June 30
Affected Line Item in the Condensed Consolidated Statements of Operations
  
(in thousands)2021202020212020
Pension and Other Postretirement Plans:        
Amortization of net prior service cost$792 $668 $1,584 $1,339 (1)
Amortization of net actuarial (gain) loss(924)390 (3,353)610 (1)
  (132)1,058 (1,769)1,949 Before tax
  35 (285)478 (526)Provision for (Benefit from) Income Taxes
  (97)773 (1,291)1,423 Net of Tax
Cash Flow Hedges    
  153 118 307 147 Interest expense
    13 Provision for (Benefit from) Income Taxes
  153 124 307 160 Net of Tax
Total reclassification for the period$56 $897 $(984)$1,583 Net of Tax
____________
(1)    These accumulated other comprehensive income components are included in the computation of net periodic pension and postretirement plan cost (see Note 12) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations.
15. CONTINGENCIES
Litigation, Legal and Other Matters.  The Company and its subsidiaries are subject to complaints and administrative proceedings and are defendants in various civil lawsuits that have arisen in the ordinary course of their businesses, including contract disputes; actions alleging negligence, libel, defamation and invasion of privacy; trademark, copyright and patent infringement; violations of employment laws and applicable wage and hour laws; and statutory or common law claims involving current and former students and employees. 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. However, based on currently available information, management believes it is reasonably possible that future losses from existing and threatened legal, regulatory and other proceedings in excess of the amounts recorded could reach approximately $10 million.
In 2015, Kaplan sold substantially all of the assets of the Kaplan Higher Education Campuses (KHEC) business to Education Corporation of America. In 2018, certain subsidiaries of Kaplan contributed the institutional assets and operations of KU to a new university: an Indiana nonprofit, public-benefit corporation affiliated with Purdue University, known as Purdue University Global. Kaplan could be held liable to the current owners of KU and the KHEC schools related to the pre-sale conduct of the schools, and the pre-sale conduct of the schools has been and could be the subject of future compliance reviews, regulatory proceedings or lawsuits that could result in monetary liabilities or fines or other sanctions. In May 2021, Kaplan received a Notice from the U.S. Department of Education (ED) that the department would be requiring a fact-finding process pursuant to the borrower defense to repayment regulations to determine the validity of more than 800 borrower defense to repayment claims and a request for documents related to several of Kaplan’s previously-owned schools. More recently, Kaplan has received information requests from the ED related to over 1,400 student claims for the ED to grant debt relief. If the ED grants any student claims, it is possible that the ED would seek reimbursement from Kaplan. Based on Kaplan’s initial review of the information received from the ED, Kaplan believes it has legal claims that would bar any student discharge or school liability and expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges. At this time, Kaplan is uncertain as to the total number of possible claims or the amount of potential liability.

21


16. BUSINESS SEGMENTS
The Company has six reportable segments: Kaplan International, Kaplan Higher Education, Kaplan Supplemental Education, Television Broadcasting, Manufacturing and Healthcare.
Across all businesses, restructuring related costs of $29.2 million and $31.3 million were recorded for the three and six months ended June 30, 2020, respectively. Kaplan Higher Education recorded $2.0 million in facility related restructuring costs in the first quarter of 2020. Restructuring related costs across all businesses during the first six months of 2020 were recorded as follows:
(in thousands)
Kaplan International
Higher EducationSupplemental Education
Kaplan Corporate
Total Education
Other Businesses
Total
Severance
$1,224 $— $— $— $1,224 $— $1,224 
Facility related costs:
Operating lease cost
2,418 3,442 3,296 — 9,156 — 9,156 
Accelerated depreciation of property, plant and equipment
1,472 95 1,801 — 3,368 — 3,368 
Total Restructuring Costs Included in Segment Income (Loss) from Operations (1)
$5,114 $3,537 $5,097 $— $13,748 $— $13,748 
Impairment of other long-lived assets:






Lease right-of-use assets
3,790 2,062 2,198 — 8,050 1,405 9,455 
Property, plant and equipment
1,199 174 597 — 1,970 86 2,056 
Non-operating pension and postretirement benefit income, net
1,100 1,431 2,295 189 5,015 999 6,014 
Total Restructuring Related Costs
$11,203 $7,204 $10,187 $189 $28,783 $2,490 $31,273 
(1)    These amounts are included in the segments’ Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets.
In June 2020, CRG made the decision to close its restaurant and entertainment venue in Columbia, MD effective July 19, 2020 and recorded accelerated depreciation of property, plant and equipment totaling $2.8 million.

22


The following tables summarize the financial information related to each of the Company’s business segments:
  Three months endedSix months ended
June 30June 30
(in thousands)2021202020212020
Operating Revenues    
Education$339,984 $333,175 $669,301 $689,553 
Television broadcasting119,966 100,762 233,591 216,210 
Manufacturing141,123 83,239 257,083 196,697 
Healthcare54,696 49,181 104,739 95,175 
Other businesses145,899 86,863 249,938 188,145 
Corporate office —  — 
Intersegment elimination(516)(349)(1,045)(652)
  $801,152 $652,871 $1,513,607 $1,385,128 
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets






Education$19,221 $26,545 $43,369 $35,438 
Television broadcasting36,964 24,988 71,301 62,124 
Manufacturing19,038 5,506 34,932 19,144 
Healthcare9,375 10,125 17,296 14,604 
Other businesses(14,780)(22,429)(33,472)(39,352)
Corporate office(14,570)(13,020)(29,350)(21,592)
$55,248 $31,715 $104,076 $70,366 
Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
Education$6,073 $14,291 $11,285 $18,492 
Television broadcasting1,361 1,361 2,720 2,721 
Manufacturing6,610 6,988 13,597 14,125 
Healthcare780 1,307 1,561 2,617 
Other businesses2,833 1,891 3,478 18,449 
Corporate office —  — 
$17,657 $25,838 $32,641 $56,404 
Income (Loss) from Operations
Education$13,148 $12,254 $32,084 $16,946 
Television broadcasting35,603 23,627 68,581 59,403 
Manufacturing12,428 (1,482)21,335 5,019 
Healthcare8,595 8,818 15,735 11,987 
Other businesses(17,613)(24,320)(36,950)(57,801)
Corporate office(14,570)(13,020)(29,350)(21,592)
  $37,591 $5,877 $71,435 $13,962 
Equity in Earnings (Losses) of Affiliates, Net1,776 1,182 15,204 (365)
Interest Expense, Net(5,477)(6,423)(13,035)(12,950)
Non-Operating Pension and Postretirement Benefit Income, Net
25,216 12,136 54,003 30,539 
Gain (Loss) on Marketable Equity Securities, Net
83,698 39,890 162,912 (60,503)
Other Income, Net
16,122 8,100 22,442 10,788 
Income (Loss) Before Income Taxes
$158,926 $60,762 $312,961 $(18,529)
Depreciation of Property, Plant and Equipment
Education$7,482 $10,324 $15,262 $17,653 
Television broadcasting3,543 3,446 7,016 6,789 
Manufacturing2,427 2,526 4,944 5,053 
Healthcare331 493 648 1,033 
Other businesses2,659 5,948 4,949 8,738 
Corporate office158 176 326 351 
  $16,600 $22,913 $33,145 $39,617 
Pension Service Cost  
Education$2,398 $2,592 $4,681 $5,177 
Television broadcasting956 836 1,791 1,632 
Manufacturing246 395 641 789 
Healthcare108 112 280 271 
Other businesses487 403 856 866 
Corporate office1,682 1,466 3,230 2,852 
  $5,877 $5,804 $11,479 $11,587 
23


Asset information for the Company’s business segments is as follows:
  As of
(in thousands)June 30, 2021December 31, 2020
Identifiable Assets    
Education$1,854,482 $1,975,104 
Television broadcasting446,499 453,988 
Manufacturing555,155 551,611 
Healthcare165,521 160,654 
Other businesses805,245 517,533 
Corporate office83,409 348,045 
  $3,910,311 $4,006,935 
Investments in Marketable Equity Securities751,440 573,102 
Investments in Affiliates164,203 155,777 
Prepaid Pension Cost1,750,588 1,708,305 
Total Assets$6,576,542 $6,444,119 
The Company’s education division comprises the following operating segments:
  Three Months EndedSix months ended
  June 30June 30
(in thousands)2021202020212020
Operating Revenues      
Kaplan international$181,276 $164,713 $353,171 $364,328 
Higher education78,740 86,453 154,426 159,990 
Supplemental education77,911 79,785 157,566 161,073 
Kaplan corporate and other3,615 3,039 6,978 6,244 
Intersegment elimination(1,558)(815)(2,840)(2,082)
  $339,984 $333,175 $669,301 $689,553 
Income (Loss) From Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets
Kaplan international$14,077 $16,035 $24,284 $35,015 
Higher education2,374 17,050 8,627 15,030 
Supplemental education8,813 330 21,310 (6,220)
Kaplan corporate and other(6,042)(6,870)(10,949)(8,392)
Intersegment elimination(1)— 97 
$19,221 $26,545 $43,369 $35,438 
Amortization of Intangible Assets$3,914 $4,271 $8,079 $8,472 
Impairment of Long-Lived Assets$2,159 $10,020 $3,206 $10,020 
Income (Loss) from Operations      
Kaplan international$14,077 $16,035 $24,284 $35,015 
Higher education2,374 17,050 8,627 15,030 
Supplemental education8,813 330 21,310 (6,220)
Kaplan corporate and other(12,115)(21,161)(22,234)(26,884)
Intersegment elimination(1)— 97 
  $13,148 $12,254 $32,084 $16,946 
Depreciation of Property, Plant and Equipment
        
Kaplan international$4,835 $5,619 $10,087 $10,197 
Higher education873 832 1,725 1,555 
Supplemental education1,670 3,772 3,246 5,711 
Kaplan corporate and other104 101 204 190 
  $7,482 $10,324 $15,262 $17,653 
Pension Service Cost        
Kaplan international$77 $120 $148 $232 
Higher education1,137 1,070 2,220 2,140 
Supplemental education976 1,084 1,907 2,169 
Kaplan corporate and other208 318 406 636 
  $2,398 $2,592 $4,681 $5,177 

24


Asset information for the Company’s education division is as follows:
  As of
(in thousands)June 30, 2021December 31, 2020
Identifiable Assets    
Kaplan international$1,346,838 $1,455,722 
Higher education181,508 187,123 
Supplemental education261,229 274,687 
Kaplan corporate and other64,907 57,572 
  $1,854,482 $1,975,104 

25


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 net income attributable to common shares of $115.4 million ($22.99 per share) for the second quarter of 2021, compared to $18.9 million ($3.60 per share) for the second quarter of 2020.
The COVID-19 pandemic and measures taken to prevent its spread, such as travel restrictions, shelter in place orders and mandatory closures, significantly impacted the Company’s results for 2020 and the first six months of 2021, largely from reduced demand for the Company’s products and services. This significant adverse impact is expected to continue for several of the Company’s businesses for the remainder of 2021. The Company’s management has taken a variety of measures to reduce costs and implement changes to business operations. The Company cannot predict the severity or duration of the pandemic, the extent to which demand for the Company’s products and services will be adversely affected or the degree to which financial and operating results will be negatively impacted.
On June 14, 2021, the Company closed on the previously announced acquisition of all outstanding shares of common stock of Leaf Group Ltd. (Leaf) at $8.50 per share in an all cash transaction valued at approximately $322 million. Leaf Group, headquartered in Santa Monica, CA, is a consumer internet company that builds enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle categories, including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and home, art and design (Saatchi Art, Society6 and Hunker). The Leaf operating results for the period from June 14, 2021 to June 30, 2021 are included in other businesses.
Items included in the Company’s income before income taxes for the second quarter of 2021:
a $2.6 million net credit related to a fair value change in contingent consideration from a prior acquisition at Corporate;
a $0.2 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
$3.4 million in long-lived asset impairment charges;
$1.1 million in expenses related to a non-operating Separation Incentive Program at manufacturing;
$83.7 million in net gains on marketable equity securities;
$1.4 million in net losses of affiliates whose operations are not managed by the Company;
a net non-operating gain of $14.5 million from the sale and write-up of cost method investments;
$1.0 million in interest income to adjust the fair value of the mandatorily redeemable noncontrolling interest; and
$0.7 million in non-operating foreign currency gains.
Items included in the Company’s income before income taxes for the second quarter of 2020:
$9.3 million in long-lived asset impairment charges;
$10.2 million in restructuring charges at the education division;
$2.8 million in accelerated depreciation at other businesses;
a $1.1 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
$4.6 million in expenses related to non-operating Separation Incentive Programs at the education division and other businesses;
$39.9 million in net gains on marketable equity securities;
$3.1 million in net losses of affiliates whose operations are not managed by the Company;
non-operating gains of $7.8 million from write-ups and sales of cost and equity method investments; and
$1.1 million in non-operating foreign currency losses.
26


Revenue for the second quarter of 2021 was $801.2 million, up 23% from $652.9 million in the second quarter of 2020. Revenues increased at education, television broadcasting, manufacturing, healthcare and other businesses. The Company reported operating income of $37.6 million for the second quarter of 2021, compared to $5.9 million for the second quarter of 2020. The operating income increase is driven by improved results at education, television broadcasting, manufacturing and other businesses.
Items included in the Company’s income before income taxes for the six months of 2021:
a $2.2 million net credit related to a fair value change in contingent consideration from a prior acquisition at Corporate;
a $0.8 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
$3.4 million in long-lived asset impairment charges;
$1.1 million in expenses related to a non-operating Separation Incentive Program at manufacturing;
$162.9 million in net gains on marketable equity securities;
$8.9 million in net earnings of affiliates whose operations are not managed by the Company;
a net non-operating gain of $17.2 million from the sale and write-up of cost method investments;
$0.1 million in net interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest; and
$0.7 million in non-operating foreign currency gains.
Items included in the Company’s loss before income taxes for the six months of 2020:
$25.7 million in goodwill and other long-lived asset impairment charges;
$10.2 million in restructuring charges at the education division;
$2.8 million in accelerated depreciation at other businesses;
$1.4 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
$4.6 million in expenses related to non-operating Separation Incentive Programs at the education division and other businesses;
$60.5 million in net losses on marketable equity securities;
$3.7 million in net losses of affiliates whose operations are not managed by the Company;
non-operating gain, net, of $1.6 million from write-ups, sales and impairments of cost and equity method investments; and
$3.2 million in non-operating foreign currency gains.
Revenue for the first six months of 2021 was $1,513.6 million, up 9% from $1,385.1 million in the first six months of 2020. Revenues increased at television broadcasting, manufacturing, healthcare and other businesses, partially offset by a decline at education. The Company reported operating income of $71.4 million for the first six months of 2021, compared to $14.0 million for the first six months of 2020. Operating results improved at most of the Company’s divisions.
Division Results
Education  
Education division revenue totaled $340.0 million for the second quarter of 2021, up 2% from $333.2 million for the same period of 2020. Kaplan reported operating income of $13.1 million for the second quarter of 2021, compared to $12.3 million for the second quarter of 2020.
27


For the first six months of 2021, education division revenue totaled $669.3 million, down 3% from revenue of $689.6 million for the same period of 2020. Kaplan reported operating income of $32.1 million for the first six months of 2021, compared to $16.9 million for the first six months of 2020.
The COVID-19 pandemic adversely impacted Kaplan’s operating results beginning in February 2020 and continuing through the first six months of 2021.
Kaplan serves a significant number of students who travel to other countries to study a second language, prepare for licensure, or pursue a higher education degree. Government-imposed travel restrictions and school closures arising from COVID-19 had a negative impact on the ability of international students to travel and attend Kaplan’s programs, particularly Kaplan International’s Language programs. In addition, most licensing bodies and administrators of standardized exams postponed or canceled scheduled examinations due to COVID-19, resulting in a significant number of students deciding to defer their studies, negatively impacting Kaplan’s exam preparation education businesses. Overall, this is expected to continue to adversely impact Kaplan's revenues and operating results for the remainder of 2021, particularly at Kaplan International Languages.
To help mitigate the adverse impact of COVID-19, Kaplan implemented a number of significant cost reduction and restructuring activities across its businesses. Related to these restructuring activities, Kaplan recorded $2.2 million and $3.2 million in impairment of long-lived assets charges in the second quarter and first six months of 2021, respectively. In the second quarter and first six months of 2020, Kaplan recorded $10.5 million and $12.5 million in lease restructuring costs, respectively; and $1.2 million in second quarter 2020 severance restructuring costs. The lease restructuring costs included $3.4 million in accelerated depreciation expense in the second quarter and first six months of 2020. Kaplan also recorded a $10.0 million lease impairment charge in connection with these restructuring plans in the second quarter of 2020; this impairment charge included $2.0 million in property, plant and equipment write-downs. Also in the second quarter of 2020, the Company approved a Separation Incentive Program (SIP) that reduced the number of employees at Kaplan International, Higher Education, Supplemental Education and Kaplan corporate, resulting in $5.0 million in non-operating pension expense in the second quarter of 2020. Kaplan management is continuing to monitor the ongoing COVID-19 disruptions and changes in its operating environment and may develop and implement further restructuring activities in 2021.
In 2020, Kaplan also accelerated the development and promotion of various online programs and solutions, rapidly transitioned most of its classroom-based programs online and addressed the individual needs of its students and partners, substantially reducing the disruption from COVID-19 while simultaneously adding important new product offerings and operating capabilities. Further, in the fourth quarter of 2020, Kaplan combined its three primary divisions based in the United States (Kaplan Test Prep, Kaplan Professional, and Kaplan Higher Education) into one business known as Kaplan North America (KNA). This combination is designed to enhance Kaplan’s competitiveness by better leveraging its diversified academic and professional portfolio, as well as its relationship with students, universities and businesses. For financial reporting purposes, KNA is reported in two segments: Higher Education and Supplemental Education (combining Kaplan Test Prep and Kaplan Professional (U.S.) into one reporting segment).
A summary of Kaplan’s operating results is as follows:
Three Months EndedSix Months Ended
  June 30  June 30  
(in thousands)20212020% Change20212020% Change
Revenue            
Kaplan international$181,276 $164,713 10 $353,171 $364,328 (3)
Higher education78,740 86,453 (9)154,426 159,990 (3)
Supplemental education77,911 79,785 (2)157,566 161,073 (2)
Kaplan corporate and other3,615 3,039 19 6,978 6,244 12 
Intersegment elimination(1,558)(815)— (2,840)(2,082)— 
  $339,984 $333,175 $669,301 $689,553 (3)
Operating Income (Loss)            
Kaplan international$14,077 $16,035 (12)$24,284 $35,015 (31)
Higher education2,374 17,050 (86)8,627 15,030 (43)
Supplemental education8,813 330 — 21,310 (6,220)— 
Kaplan corporate and other(6,042)(6,870)12 (10,949)(8,392)(30)
Amortization of intangible assets(3,914)(4,271)(8,079)(8,472)
Impairment of long-lived assets
(2,159)(10,020)78 (3,206)(10,020)68 
Intersegment elimination(1)— — 97 — 
  $13,148 $12,254 $32,084 $16,946 89 
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Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States. Kaplan International revenue increased 10% and decreased 3% for the second quarter and first six months of 2021, respectively (decreases of 1% and 12%, respectively, on a constant currency basis) due largely to COVID-19 disruptions at Languages, partially offset by growth at UK Professional, Singapore, and Pathways. Kaplan International reported operating income of $14.1 million in the second quarter of 2021, compared to $16.0 million in the second quarter of 2020. Operating income decreased to $24.3 million in the first six months of 2021, compared to $35.0 million in the first six months of 2020. The decline in operating results in the second quarter of 2021 is due to COVID-19 reduced student levels at Kaplan’s UK student dormitories at Pathways and at MPW, partially offset by improvements at Languages and UK Professional. The decline in operating results in the first six months of 2021 is due primarily to declines in student levels at Kaplan’s UK student dormitories at Pathways and at MPW, and increased losses at Languages, partially offset by improved earnings at UK Professional. Overall, Kaplan International’s operating results were negatively impacted by $12 million and $26 million in losses, respectively, incurred at Languages from continued significant COVID-19 disruptions for the second quarter and first six months of 2021. In addition, Kaplan International recorded $3.9 million of lease restructuring costs and $1.2 million of severance restructuring costs at Languages in the second quarter of 2020; the lease restructuring costs included $1.5 million in accelerated depreciation expense. Due to the continuation of travel restrictions imposed as a result of COVID-19, Kaplan expects the disruption of its Languages business operating environment to continue for the remainder of 2021.
Higher Education includes the results of Kaplan as a service provider to higher education institutions. In the second quarter and first six months of 2021, Higher Education revenue declined 9% and 3%, respectively, due to a reduction in the Purdue Global fee recorded. For the second quarter and first half of 2021, Kaplan recorded a portion of the fee with Purdue Global based on an assessment of its collectability under the TOSA. Higher Education operating income was down substantially from the prior year, as the Purdue Global fee recognized in the first six months of 2021 was lower than the amount recognized in the prior year, due to less cash available for distribution at June 30, 2021 due to timing of cash receipts at Purdue Global. The Company will continue to assess the collectability of the fee with Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to make adjustments to fee amounts recognized in earlier periods. For the second quarter and first six months of 2020, Kaplan Higher Education recorded $1.5 million and $3.5 million, respectively, in lease restructuring costs, of which $0.1 million was accelerated depreciation expense.
As of June 30, 2021, Kaplan had a total outstanding accounts receivable balance of $87.8 million from Purdue Global related to amounts due for reimbursements for services, fees earned and a deferred fee. Included in this total, Kaplan has a $19.1 million long-term receivable balance due from Purdue Global at June 30, 2021, related to the advance of $20 million during the initial KU Transaction.
Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Education revenue declined 2% for the second quarter and first six months of 2021, due to a decline in retail comprehensive test preparation demand, offset in part by product-life extensions in 2020 related to the postponement of various standardized test and certification exam dates due to COVID-19, as well as growth in real estate and insurance programs. Operating results improved in 2021 due to savings from restructuring activities implemented in 2020, $5.1 million of lease restructuring costs incurred in the second quarter of 2020 (of which $1.8 million was accelerated depreciation) and the adverse revenue impact from product-life extensions in the first half of 2020.
Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. Overall, Kaplan corporate and other expenses increased in the first six months of 2021 due to higher compensation costs.
Television Broadcasting
Three Months EndedSix Months Ended
  June 30  June 30  
(in thousands)20212020% Change20212020% Change
Revenue$119,966 $100,762 19 $233,591 $216,210 
Operating Income35,603 23,627 51 68,581 59,403 15 
Revenue at the television broadcasting division increased 19% to $120.0 million in the second quarter of 2021, from $100.8 million in the same period of 2020. The revenue increase is due to increased local and national advertising revenues, which were adversely impacted in 2020 by reduced demand related to the COVID-19 pandemic, and a $1.8 million increase in retransmission revenues, partially offset by a $3.7 million decline in political advertising revenue. The increase in local and national advertising was from growth in the home products, health and fitness, and sports betting categories. In the second quarter of 2021 and 2020, the television broadcasting division recorded $0.2 million and $1.1 million, respectively, in reductions to operating expenses related to property, plant and equipment gains due to new equipment received at no cost in connection with the spectrum repacking mandate of
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the FCC. Operating income for the second quarter of 2021 increased 51% to $35.6 million, from $23.6 million in the same period of 2020, due to increased revenues, offset by higher network fees.
Revenue at the television broadcasting division increased 8% to $233.6 million in the first six months of 2021, from $216.2 million in the same period of 2020. The revenue increase is due to increased local and national advertising revenues, which were adversely impacted in 2020 by reduced demand related to the COVID-19 pandemic, and a $5.8 million increase in retransmission revenues, partially offset by a $14.0 million decline in political advertising revenue. The increase in local and national advertising was from growth in the home products, health and fitness, and sports betting categories. In the first six months of 2021 and 2020, the television broadcasting division recorded $0.8 million and $1.4 million, respectively, in reductions to operating expenses related to property, plant and equipment gains due to new equipment received at no cost in connection with the spectrum repacking mandate of the FCC. Operating income for the first six months of 2021 increased 15% to $68.6 million, from $59.4 million in the same period of 2020, due to increased revenues, offset by higher network fees.
In March 2021, the Company’s television stations located in Orlando, FL and Jacksonville, FL received approval of their FCC license renewals through February 1, 2029.
Manufacturing
Three Months EndedSix Months Ended
  June 30  June 30  
(in thousands)20212020% Change20212020% Change
Revenue$141,123 $83,239 70 $257,083 $196,697 31 
Operating Income (Loss)12,428 (1,482)— 21,335 5,019 — 
Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce/Dayton, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications.
Manufacturing revenues increased 70% and 31% in the second quarter and first six months of 2021, respectively. The revenue growth for the second quarter of 2021 is due primarily to significantly increased revenues at Hoover from substantially higher wood prices and improved product demand, as well as increased revenue at Dekko. The revenue growth for the first half of 2021 is due primarily to significantly increased revenues at Hoover from substantially higher wood prices and improved product demand, partially offset by lower revenues at Dekko from lower product demand. Manufacturing operating results improved in the second quarter of 2021 due to significantly higher results at Hoover from substantial gains on inventory sales and improved results at Dekko. Manufacturing operating results improved in the first six months of 2021 due to significantly higher results at Hoover from substantial gains on inventory sales, partially offset by a decline in Dekko results from lower revenues and higher prices for certain commodities. Wood prices began to decline in June 2021 and this trend has continued in July 2021, which is expected to result in significant losses on inventory sales at Hoover in the third quarter of 2021, offsetting significant gains on inventory sales at Hoover in the first half of 2021.
In the second quarter of 2021, Dekko announced a plan to relocate its manufacturing operations in Shelton, CT to other Dekko manufacturing facilities. In connection with this activity, Dekko is in the process of implementing a SIP for the affected employees, resulting in $1.1 million in non-operating SIP expense recorded in the second quarter of 2021, to be funded by the assets of the Company's pension plan.
Healthcare
Three Months EndedSix Months Ended
  June 30  June 30  
(in thousands)20212020% Change20212020% Change
Revenue$54,696 $49,181 11 $104,739 $95,175 10 
Operating Income8,595 8,818 (3)15,735 11,987 31 
The Graham Healthcare Group (GHG) provides home health and hospice services in three states. GHG provides other healthcare services, including nursing care and prescription services for patients receiving in-home infusion treatments through its 75% interest in CSI Pharmacy Holdings Company, LLC (CSI). Healthcare revenues increased 11% and 10% for the second quarter and first six months of 2021, respectively, largely due to growth at CSI. The increase in GHG operating results in the first six months of 2021 is due to improved results from home health services and CSI.
In the second quarter of 2020, GHG received $7.4 million from the Federal CARES Act Provider Relief Fund. GHG did not apply for these funds; they were disbursed to GHG as a Medicare provider under the CARES Act. Under the
30


Department of Health and Human Services guidelines, these funds may be used to offset revenue reductions and expenses incurred in connection with the COVID-19 pandemic. Of this amount, GHG recorded $5.5 million in revenue in the second quarter to partially offset the impact of revenue reductions due to the COVID-19 pandemic from the curtailment of elective procedures by health systems and other factors. GHG recorded $1.7 million as a credit to operating costs to partially offset the impact of costs incurred to procure personal protective equipment for GHG employees and other COVID-19 related costs.
Other Businesses
Automotive
Automotive includes three automotive dealerships in the Washington, D.C. metropolitan area: Lexus of Rockville, Honda of Tysons Corner, and Ourisman Jeep of Bethesda. Revenues for the second quarter and first six months of 2021 increased significantly due to sales growth at each of the three dealerships, due partly to significantly reduced demand for sales and service in the first half of 2020 at the onset of the COVID-19 pandemic in March 2020. As a result of the pandemic and the related recessionary conditions, the Company’s automotive dealerships recorded a $6.7 million intangible asset impairment charge in the first quarter of 2020. Operating earnings for the second quarter and first six months of 2021 improved significantly from losses in the prior year due to increased sales and margins, in addition to the impairment charge recorded in the first quarter of 2020.
Clyde’s Restaurant Group
Clyde’s Restaurant Group (CRG) owns and operates eleven restaurants and entertainment venues in the Washington, D.C. metropolitan area, including Old Ebbitt Grill and The Hamilton. As a result of the COVID-19 pandemic, CRG temporarily closed all of its restaurants and venues in mid-March 2020 through mid-June 2020, pursuant to government orders, maintaining limited operations for outdoor dining, delivery and pickup. CRG recorded a $9.7 million goodwill and intangible assets impairment charge in the first quarter of 2020. In December 2020, CRG temporarily closed its restaurant dining rooms in Maryland and the District of Columbia for the second time, reopening again for limited indoor dining service in mid-February 2021. Dining restrictions from government orders were substantially lifted for all of CRG’s operations by the end of the second quarter of 2021. In June 2020, CRG made the decision to close its restaurant and entertainment venue in Columbia, MD effective July 19, 2020, resulting in accelerated depreciation of property, plant and equipment totaling $2.8 million in the second quarter of 2020.
Overall, CRG incurred operating losses in each of the second quarters and first six months of 2021 and 2020 due to limited revenues and costs incurred to maintain its facilities and support its employees, however, those losses were significantly lower in 2021. While CRG revenues have been adversely impacted as a result of the pandemic, such revenues improved steadily in each of the first six months of 2021. CRG continues to develop and implement initiatives to increase sales and reduce costs to mitigate the impact of COVID-19.
Framebridge
On May 15, 2020, the Company acquired Framebridge, Inc., a custom framing service company, headquartered in Washington, DC, with two retail locations in the DC metropolitan area and a manufacturing facility in Richmond, KY. At the end of the second quarter of 2021, Framebridge had nine retail locations in the Washington, DC, New York City, Atlanta, GA and Philadelphia, PA areas and two manufacturing facilities in Kentucky. Framebridge expects to open six additional stores in the Boston, MA, Chicago, IL and New York City areas in the second half of 2021. Framebridge revenues in the first six months of 2021 were up substantially from the prior year. Framebridge is an investment stage business and reported significant operating losses in the first six months of 2021.
Code3
Code3 is a performance marketing agency focused on driving performance for brands through three core elements of digital success: media, creative and commerce. Code3 revenue declined in the second quarter and first six months of 2021, due to continued sluggish marketing spending by some advertising clients, offset by increased commerce and creative revenues. Code3 reported operating losses in the second quarter and first six months of 2021 and 2020. In the second quarter of 2021, Code 3 recorded a $1.6 million lease impairment charge (including $0.4 million in property, plant and equipment write-downs). In the second quarter of 2020, Code3 recorded a $1.5 million lease impairment charge (including $0.1 million in property, plant and equipment write-downs) in connection with a restructuring plan that included other cost reduction initiatives. These initiatives included the approval of a SIP that reduced the number of employees at Code3, resulting in $1.0 million in non-operating pension expense in the second quarter of 2020.

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Leaf Group
On June 14, 2021, the Company closed on the Leaf acquisition; the Leaf operating results are included in other businesses for the Company’s period of ownership in the second quarter of 2021.
Megaphone
Megaphone was sold by the Company to Spotify in December 2020.
Other
Other businesses also include Slate and Foreign Policy, which publish online and print magazines and websites; and four investment stage businesses, CyberVista, Decile and Pinna, as well as City Cast, a local daily podcast business that began operations in 2021. All of these businesses reported revenue increases in the first six months of 2021. Losses from each of these six businesses in the first six months of 2021 adversely affected operating results.
Overall, for the second quarter of 2021, operating revenues for other businesses increased due largely to increases at the automotive dealerships and CRG and from the Framebridge and Leaf acquisitions, partially offset by declines due to the sale of Megaphone in December 2020. For the first six months of 2021, operating revenues for other businesses increased due largely to increases at the automotive dealerships and from the Framebridge and Leaf acquisitions, partially offset by declines at Code3, and due to the sale of Megaphone in December 2020. Operating results improved in the second quarter and first six months of 2021 primarily due to improvements at the automotive dealerships and CRG, in addition to the goodwill and other long-lived asset impairment charges recorded in the first quarter of 2020 at those businesses, partially offset by losses at Framebridge.
Corporate Office
Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate office expenses increased in the first six months of 2021 due primarily to higher compensation costs, offset by a credit related to the fair value change in contingent consideration related to the Framebridge acquisition.
Equity in Earnings of Affiliates
At June 30, 2021, the Company held an approximate 12% interest in Intersection Holdings, LLC (Intersection), a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in earnings of affiliates of $1.8 million for the second quarter of 2021, compared to earnings of $1.2 million for the second quarter of 2020. These amounts include $1.4 million in net losses for the second quarter of 2021 and $3.1 million in net losses for the second quarter of 2020 from affiliates whose operations are not managed by the Company; this includes losses from the Company’s investment in Intersection in the second quarter of 2021.
The Company recorded equity in earnings of affiliates of $15.2 million for the first six months of 2021, compared to losses of $0.4 million for the first six months of 2020. These amounts include $8.9 million in net earnings for the first six months of 2021 and $3.7 million in net losses for the first six months of 2020 from affiliates whose operations are not managed by the Company; this includes losses from the Company’s investment in Intersection in the first six months of 2021. The Company recorded $3.6 million in write-downs in equity in earnings of affiliates related to two of its investments in the first quarter of 2020.
The recessionary environment resulting from the COVID-19 pandemic adversely impacted the underlying businesses of Intersection due to lower marketing spending by advertising clients. The decline in revenues adversely impacted the operating results and liquidity of the business since the onset of the COVID-19 pandemic. The Company concluded that these events are not indicative of an other than temporary decline in the value of its investment to an amount less than its carrying value. Given the uncertain economic impact of the COVID-19 pandemic, it is possible that an other than temporary impairment charge could occur in the future should Intersection fail to execute on its operating strategy to address the decline in revenues and operating results. Further, the Company recorded a $13.3 million loss in equity earnings related to Intersection in the first six months of 2021 and expects to record additional losses for the remainder of 2021.
Net Interest Expense and Related Balances
The Company incurred net interest expense of $5.5 million and $13.0 million for the second quarter and first six months of 2021, respectively; compared to $6.4 million and $13.0 million for the second quarter and first six months
32


of 2020, respectively. The Company recorded interest income of $1.0 million in the second quarter of 2021 and net interest expense of $0.1 million in the first six months of 2021 to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG.
At June 30, 2021, the Company had $510.3 million in borrowings outstanding at an average interest rate of 5.1% and cash, marketable equity securities and other investments of $891.3 million. At June 30, 2021, the Company had £55 million ($76.2 million) outstanding on its $300 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next twelve months, including working capital requirements, capital expenditures, interest payments and dividends.
Non-operating Pension and Postretirement Benefit Income, net
The Company recorded net non-operating pension and postretirement benefit income of $25.2 million and $54.0 million for the second quarter and first six months of 2021, respectively; compared to $12.1 million and $30.5 million for the second quarter and first six months of 2020, respectively.
In the second quarter of 2021, the Company recorded $1.1 million in expenses related to a non-operating SIP at manufacturing. In the second quarter of 2020, the Company recorded $6.0 million in expenses related to non-operating SIPs at the education division and other businesses.
Gain (Loss) on Marketable Equity Securities, net
Overall, the Company recognized $83.7 million and $162.9 million in net gains on marketable equity securities in the second quarter and first six months of 2021, respectively; compared to $39.9 million in net gains and $60.5 million in net losses on marketable equity securities in the second quarter and first six months of 2020, respectively.
Other Non-Operating Income
The Company recorded total other non-operating income, net, of $16.1 million for the second quarter of 2021, compared to $8.1 million for the second quarter of 2020. The 2021 amounts included $6.7 million in gains on the sale of cost method investments; $7.8 million in fair value increases on cost method investments and other items. The 2020 amounts included a $3.7 million gain on acquiring a controlling interest in an equity affiliate; a $2.6 million fair value increase on a cost method investment; a $1.5 million gain on sale of an equity affiliate, and other items; offset by $1.1 million in foreign currency losses.
The Company recorded total other non-operating income, net of $22.4 million for the first six months of 2021, compared to $10.8 million for the first six months of 2020. The 2021 amounts included $6.8 million in gains on sales of cost method investments; $10.5 million in fair value increases on cost method investments and other items. The 2020 amounts included a $3.7 million gain on acquiring a controlling interest in an equity affiliate; $3.2 million in foreign currency gains; a $2.6 million gain on a cost method investment; $1.4 million in net gains on sales of equity affiliates, and other items; partially offset by $2.6 million in impairments on cost method investments.
Provision for (Benefit from) Income Taxes
The Company’s effective tax rate for the first six months of 2021 and 2020 was 27.0% and 18.9%, respectively.
Earnings (Losses) Per Share
The calculation of diluted earnings (losses) per share for the second quarter and first six months of 2021 was based on 4,985,488 and 4,981,000 weighted average shares outstanding, respectively, compared to 5,201,101 and 5,234,809, respectively, for the second quarter and first six months of 2020. At June 30, 2021, there were 5,001,462 shares outstanding. On September 10, 2020, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 364,151 shares as of June 30, 2021.
Financial Condition: Capital Resources and Liquidity
The Company considers the following when assessing its liquidity and capital resources:
 As of
(In thousands)June 30, 2021December 31, 2020
Cash and cash equivalents$114,802 $413,991 
Restricted cash10,730 9,063 
Investments in marketable equity securities and other investments765,740 587,582 
Total debt510,327 512,555 
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Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $300 million revolving credit facility, amounting to $223.8 million at June 30, 2021.
In March 2020, the U.S. government enacted legislation, including the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide stimulus in the form of financial aid to businesses affected by the COVID-19 pandemic. Under the CARES Act, employers may defer the payment of the employer share of FICA taxes due for the period beginning on March 27, 2020, and ending December 31, 2020. As of June 30, 2021, the Company has deferred $21.4 million of FICA payments under this program, of which 50% is due by December 31, 2021 and the remaining balance due by December 31, 2022.
The CARES Act also included provisions to support healthcare providers in the form of grants and changes to Medicare and Medicaid payments. In the second quarter of 2020, GHG received $7.4 million under the CARES Act as a general distribution from the Provider Relief Fund to provide relief for lost revenues and expenses incurred in connection with COVID-19. In addition to the above distribution, in April 2020, GHG applied for and received $31.5 million under the expanded Medicare Accelerated and Advanced Payment Program, modified by the CARES Act. The Department of Health and Human Services (HHS) started to recoup this advance in April 2021 by withholding a portion of the amount reimbursed for claims submitted for services provided after the beginning of the recoupment period. During the three and six months ended June 30, 2021, an amount of $5.0 million was withheld by HHS and the Company expects the remaining balance of $26.5 million to be withheld from claims submitted in the next twelve months.
Governments in other jurisdictions where the Company operates also provided relief to businesses affected by the COVID-19 pandemic in the form of job retention schemes, payroll assistance, deferral of income and other tax payments, and loans. During the first six months of 2021, Kaplan recorded benefits totaling $2.9 million related to job retention and payroll schemes, mostly at Kaplan International. Additionally, Kaplan deferred VAT and other tax payments in Ireland, of which $1.4 million is outstanding as of June 30, 2021.
During the first six months of 2021, the Company’s cash and cash equivalents decreased by $299.2 million, due to the acquisition of Leaf, the purchase of marketable equity securities, deferred payments on previous acquisitions, capital expenditures and payments of dividends, which was partially offset by cash generated from operations and the proceeds from the sale of marketable equity securities. In the first six months of 2021, the Company’s borrowings decreased by $2.2 million, due to repayments, which were partially offset by foreign currency translation adjustments.
The Company had no money market investments as of June 30, 2021, compared to $268.8 million at December 31, 2020, which are included in cash and cash equivalents. At June 30, 2021, the Company held approximately $69 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $8 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.
At June 30, 2021, the fair value of the Company’s investments in marketable equity securities was $751.4 million, which includes investments in the common stock of seven publicly traded companies. The Company purchased $48.0 million of marketable equity securities during the first six months of 2021. During the first six months of 2021, the Company sold marketable equity securities that generated proceeds of $37.6 million. At June 30, 2021, the unrealized gain related to the Company’s investments totaled $474.9 million.
The Company had working capital of $738.0 million and $824.5 million at June 30, 2021 and December 31, 2020, 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.
At June 30, 2021 and December 31, 2020, the Company had borrowings outstanding of $510.3 million and $512.6 million, respectively. The Company’s borrowings at June 30, 2021 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, £55 million in outstanding borrowings under the Company’s revolving credit facility and a commercial note of $23.8 million at the Automotive subsidiary. The Company’s borrowings at December 31, 2020 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, £55 million in outstanding borrowings under the Kaplan Credit Agreement and a commercial note of $25.3 million at the Automotive subsidiary. The interest on $400.0 million of 5.75% unsecured notes is payable semiannually on June 1 and December 1.
During the six months ended June 30, 2021 and 2020, the Company had average borrowings outstanding of approximately $520.0 million and $511.2 million, respectively, at average annual interest rates of approximately
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5.0% and 5.1%, respectively. During each of the six months ended June 30, 2021 and 2020, the Company incurred net interest expense of $13.0 million.
On June 3, 2021, Moody’s affirmed the Company’s credit ratings, but revised the outlook from Negative to Stable. On April 27, 2021, Standard & Poor’s affirmed the Company’s credit rating and revised the outlook from Negative to Stable.
The Company’s current credit ratings are as follows:
Moody’sStandard & Poor’s
Long-termBa1BB
OutlookStableStable
The Company expects to fund its estimated capital needs through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of June 30, 2021, the Company had $76.2 million outstanding under the $300 million revolving credit facility, which borrowing was used to repay the £60 million Kaplan U.K. credit facility that matured at the end of June 2020. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases.
In summary, the Company’s cash flows for each period were as follows:
 Six Months Ended 
 June 30
(In thousands)20212020
Net cash provided by operating activities$72,845 $121,351 
Net cash (used in) provided by investing activities(310,508)26,651 
Net cash used in financing activities(59,175)(78,019)
Effect of currency exchange rate change(684)(4,953)
Net (decrease) increase in cash and cash equivalents and restricted cash$(297,522)$65,030 
Operating Activities. Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. The Company’s net cash flow provided by operating activities were as follows:
 Six Months Ended 
 June 30
(In thousands)20212020
Net Income (Loss)$228,561 $(15,029)
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, amortization and goodwill and other long-lived asset impairments65,786 96,021 
Amortization of lease right-of-use asset36,774 50,954 
Net pension benefit
(45,413)(21,409)
Other non-cash activities(128,933)64,776 
Change in operating assets and liabilities(83,930)(53,962)
Net Cash Provided by Operating Activities$72,845 $121,351 
Net cash provided by operating activities consists primarily of cash receipts from customers, less disbursements for costs, benefits, income taxes, interest and other expenses.
For the first six months of 2021 compared to the first six months of 2020, the decrease in net cash provided by operating activities is primarily driven by lower net income, net of non-cash adjustments, and changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily the result of a decrease in the collection of cash from customers that were partially offset by lower vendor payments at Code3, and changes in the income tax receivable.
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Investing Activities. The Company’s net cash flow (used in) provided by investing activities were as follows:
 Six Months Ended 
 June 30
(In thousands)20212020
Investments in certain businesses, net of cash acquired$(272,428)$(20,080)
Purchases of property, plant and equipment(27,502)(40,209)
Net (purchases of) proceeds from sales of marketable equity securities(10,407)93,775 
Investments in equity affiliates, cost method and other investments(4,910)(8,011)
Other4,739 1,176 
Net Cash (Used in) Provided by Investing Activities$(310,508)$26,651 
Acquisitions. During the first six months of 2021, the Company acquired all of the outstanding shares of Leaf for cash and the assumption of $9.2 million in liabilities related to their pre-acquisition stock compensation plan, which will be paid in the future. Leaf is included in other businesses. During the first six months of 2020, the Company acquired three businesses: two small businesses in its education division and an additional interest in Framebridge, Inc., which is included in other businesses. The Framebridge purchase price includes $54.3 million in deferred payments and contingent consideration based on the acquiree achieving certain revenue milestones in the future.
Capital Expenditures. Capital expenditures for the first six months of 2021 were lower than the first six months of 2020 primarily due to the postponement of noncritical capital expenditures to preserve cash resources in response to the COVID-19 pandemic. In addition, 2020 includes capital expenditures in connection with spectrum repacking at the Company’s television stations in Detroit, MI, Jacksonville, FL, and Roanoke, VA, as mandated by the FCC; these expenditures were largely reimbursed to the Company by the FCC. The amounts reflected in the Company’s Condensed Consolidated Statements of Cash Flows are based on cash payments made during the relevant periods, whereas the Company’s capital expenditures for the first six months of 2021 of $28.3 million include assets acquired during the quarter. The Company estimates that its capital expenditures will be in the range of $160 million to $170 million in 2021, including approximately $100 million in land and building purchases at Kaplan International’s sixth-form college in London, U.K. and at the Automotive division.
Net (purchases of) proceeds from sale of investments. The Company purchased $48.0 million of marketable equity securities during the first six months of 2021. During the first six months of 2021 and 2020, the Company sold marketable equity securities that generated proceeds of $37.6 million and $93.8 million, respectively.
Financing Activities. The Company’s net cash flow used in financing activities were as follows:
 Six Months Ended 
 June 30
(In thousands)20212020
Dividends paid$(15,106)$(15,289)
Net payments on vehicle floor plan payable(9,591)(11,063)
Net payments under revolving credit facility(2,304)— 
Repayments of borrowings(2,071)(75,206)
Issuance of borrowings121 76,984 
Common shares repurchased (62,905)
Other(30,224)9,460 
Net Cash Used in Financing Activities$(59,175)$(78,019)
Dividends. The quarterly dividend rate per share was $1.51 and $1.45 for the first six months of 2021 and 2020, respectively.
Vehicle Floor Plan Payable and Borrowings. In the first six months of 2021 and 2020, the Company used vehicle floor plan financing to fund the purchase of new and used vehicles at its Automotive division. In the first six months of 2020, the Company borrowed £60 million against the $300 million revolving credit facility and used the proceeds to repay the £60 million outstanding balance under the Kaplan Credit Agreement that matured at the end of June 2020.
Common Stock Repurchases. During the first six months of 2020, the Company purchased a total of 169,267 shares of its Class B common stock at a cost of approximately $62.9 million. On September 10, 2020, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock. The Company did not announce a ceiling price or time limit for the purchases. At June 30, 2021, the Company had remaining authorization from the Board of Directors to purchase up to 364,151 shares of Class B common stock.
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Other. During the first six months of 2021, the Company paid $30.9 million related to contingent consideration and deferred payments from prior acquisitions, mostly for the 2020 acquisition of Framebridge. In March 2021, Hoover’s minority shareholders put their remaining outstanding shares to the Company, which had a redemption value of $3.5 million. During the first six months of 2021, the Company increased the borrowings under its cash overdraft facilities by $4.4 million. During the first six months of 2020, the Company increased the borrowings under its cash overdraft by $9.1 million and received $5.3 million in proceeds from the exercise of stock options.
There were no other 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, 2020.
Forward-Looking Statements
All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this report, in the Company’s Annual Report on Form 10-K and in the Company’s 2020 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the duration and severity of the COVID-19 pandemic and its effects on the Company’s operations, financial results, liquidity and cash flows. Other forward-looking statements include comments about expectations related to acquisitions or dispositions or related business activities, including the TOSA, the Company’s business strategies and objectives, anticipated results of license renewal applications, the prospects for growth in the Company’s various business operations and the Company’s future financial performance. As with any projection or forecast, forward-looking statements are subject to various risks and uncertainties, including the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K, that could cause actual results or events to differ materially from those anticipated in such statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.
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 2020 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 (principal executive officer) and the Company’s Chief Financial Officer (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, 2021. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer 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 Chief Financial Officer, 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, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 6. Exhibits.
Exhibit Number 
Description 
3.1
 
 
3.2
 
 
3.3
 
 
4.1
 
 
4.2
31.1
 
 
31.2
 
 
32
 
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101
*     Furnished herewith.
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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.
 
  GRAHAM HOLDINGS COMPANY
  (Registrant)
   
Date: August 4, 2021 /s/ Timothy J. O’Shaughnessy
  
Timothy J. O’Shaughnessy,
President & Chief Executive Officer
(Principal Executive Officer)
   
Date: August 4, 2021 /s/ Wallace R. Cooney
  Wallace R. Cooney,
Chief Financial Officer
(Principal Financial Officer)
39