Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-06714 | |
Entity Registrant Name | GRAHAM HOLDINGS CO | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 53-0182885 | |
Entity Address, Address Line One | 1300 North 17th Street | |
Entity Address, City or Town | Arlington | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22209 | |
City Area Code | 703 | |
Local Phone Number | 345-6300 | |
Title of 12(b) Security | Class B Common Stock, par value $1.00 per share | |
Trading Symbol | GHC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000104889 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 964,001 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 3,878,319 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Revenues | ||||
Operating Revenues | $ 933,302 | $ 801,152 | $ 1,848,023 | $ 1,513,607 |
Operating Costs and Expenses | ||||
Selling, general and administrative | 227,844 | 195,429 | 452,706 | 371,290 |
Depreciation of property, plant and equipment | 19,413 | 16,600 | 38,888 | 33,145 |
Amortization of intangible assets | 14,889 | 13,889 | 29,801 | 27,826 |
Impairment of long-lived assets | 0 | 3,768 | 0 | 4,815 |
Total Operating Costs and Expenses | 893,974 | 763,561 | 1,768,724 | 1,442,172 |
Income from Operations | 39,328 | 37,591 | 79,299 | 71,435 |
Equity in earnings of affiliates, net | 1,427 | 1,776 | 4,031 | 15,204 |
Interest income | 696 | 1,876 | 1,411 | 2,766 |
Interest expense | (15,973) | (7,353) | (27,390) | (15,801) |
Non-operating pension and postretirement benefit income, net | 50,871 | 25,216 | 101,376 | 54,003 |
(Loss) gain on marketable equity securities, net | (165,540) | 83,698 | (118,628) | 162,912 |
Other income, net | 1,176 | 16,122 | 4,052 | 22,442 |
(Loss) Income Before Income Taxes | (88,015) | 158,926 | 44,151 | 312,961 |
(Benefit from) Provision for Income Taxes | (21,400) | 43,000 | 14,200 | 84,400 |
Net (Loss) Income | (66,615) | 115,926 | 29,951 | 228,561 |
Net Income Attributable to Noncontrolling Interests | (870) | (568) | (1,812) | (753) |
Net (Loss) Income Attributable to Graham Holdings Company Common Stockholders | $ (67,485) | $ 115,358 | $ 28,139 | $ 227,808 |
Per Share Information Attributable to Graham Holdings Company Common Stockholders | ||||
Basic net (loss) income per common share (in USD per share) | $ (13.95) | $ 23.07 | $ 5.76 | $ 45.55 |
Basic average number of common shares outstanding (in shares) | 4,842 | 4,968 | 4,857 | 4,968 |
Diluted net (loss) income per common share (in USD per share) | $ (13.95) | $ 22.99 | $ 5.74 | $ 45.43 |
Diluted average number of common shares outstanding (in shares) | 4,842 | 4,985 | 4,870 | 4,981 |
Services [Member] | ||||
Operating Revenues | ||||
Operating Revenues | $ 563,113 | $ 511,037 | $ 1,120,682 | $ 994,706 |
Operating Costs and Expenses | ||||
Cost of services and goods | 329,702 | 306,983 | 654,683 | 599,417 |
Goods [Member] | ||||
Operating Revenues | ||||
Operating Revenues | 370,189 | 290,115 | 727,341 | 518,901 |
Operating Costs and Expenses | ||||
Cost of services and goods | $ 302,126 | $ 226,892 | $ 592,646 | $ 405,679 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (Loss) Income | $ (66,615) | $ 115,926 | $ 29,951 | $ 228,561 |
Foreign currency translation adjustments: | ||||
Translation adjustments arising during the period | (40,928) | 1,167 | (42,666) | 681 |
Pension and other postretirement plans: | ||||
Amortization of net prior service cost included in net income | 716 | 792 | 1,432 | 1,584 |
Amortization of net actuarial gain included in net income | (18,082) | (924) | (35,856) | (3,353) |
Total pension and other postretirement plans, before tax | (17,366) | (132) | (34,424) | (1,769) |
Cash flow hedges gain | 1,091 | 13 | 2,733 | 634 |
Other Comprehensive (Loss) Income, Before Tax | (57,203) | 1,048 | (74,357) | (454) |
Income tax expense related to items of other comprehensive (loss) income | 4,224 | 32 | 8,243 | 331 |
Other Comprehensive (Loss) Income, Net of Tax | (52,979) | 1,080 | (66,114) | (123) |
Comprehensive (Loss) Income | (119,594) | 117,006 | (36,163) | 228,438 |
Comprehensive income attributable to noncontrolling interests | (870) | (568) | (1,812) | (753) |
Total Comprehensive (Loss) Income Attributable to Graham Holdings Company | $ (120,464) | $ 116,438 | $ (37,975) | $ 227,685 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 126,368 | $ 145,886 |
Restricted cash | 18,849 | 12,175 |
Investments in marketable equity securities and other investments | 662,831 | 824,445 |
Accounts receivable, net | 475,333 | 607,471 |
Inventories and contracts in progress | 178,280 | 141,471 |
Prepaid expenses | 97,566 | 81,741 |
Income taxes receivable | 39,789 | 32,744 |
Other current assets | 2,411 | 1,241 |
Total Current Assets | 1,601,427 | 1,847,174 |
Property, Plant and Equipment, Net | 442,409 | 468,126 |
Lease Right-of-Use Assets | 434,843 | 437,969 |
Investments in Affiliates | 172,612 | 155,444 |
Goodwill, Net | 1,617,648 | 1,649,582 |
Indefinite-Lived Intangible Assets | 137,545 | 142,180 |
Amortized Intangible Assets, Net | 216,612 | 247,120 |
Prepaid Pension Cost | 2,364,135 | 2,306,514 |
Deferred Income Taxes | 7,042 | 7,900 |
Deferred Charges and Other Assets (includes $646 and $782 of restricted cash) | 167,032 | 163,516 |
Total Assets | 7,161,305 | 7,425,525 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 560,122 | 583,629 |
Deferred revenue | 283,701 | 358,720 |
Income taxes payable | 3,440 | 4,585 |
Current portion of lease liabilities | 70,896 | 77,655 |
Current portion of long-term debt | 94,578 | 141,749 |
Dividends declared | 7,688 | 0 |
Total Current Liabilities | 1,020,425 | 1,166,338 |
Accrued Compensation and Related Benefits | 164,239 | 175,391 |
Other Liabilities | 28,686 | 36,497 |
Deferred Income Taxes | 670,512 | 676,706 |
Mandatorily Redeemable Noncontrolling Interest | 25,149 | 13,661 |
Lease Liabilities | 401,977 | 405,200 |
Long-Term Debt | 511,574 | 525,752 |
Total Liabilities | 2,822,562 | 2,999,545 |
Commitments and Contingencies (Note 14) | ||
Redeemable Noncontrolling Interests | 16,500 | 14,311 |
Preferred Stock | 0 | 0 |
Common Stockholders’ Equity | ||
Common stock | 20,000 | 20,000 |
Capital in excess of par value | 392,973 | 389,456 |
Retained earnings | 7,131,747 | 7,126,761 |
Accumulated other comprehensive income, net of taxes | ||
Cumulative foreign currency translation adjustment | (48,964) | (6,298) |
Unrealized gain on pensions and other postretirement plans | 953,605 | 979,157 |
Cash flow hedge | 633 | (1,471) |
Cost of Class B common stock held in treasury | (4,141,303) | (4,108,022) |
Total Common Stockholders’ Equity | 4,308,691 | 4,399,583 |
Noncontrolling Interests | 13,552 | 12,086 |
Total Equity | 4,322,243 | 4,411,669 |
Total Liabilities and Equity | $ 7,161,305 | $ 7,425,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Restricted Cash, Noncurrent | $ 646 | $ 782 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net Income | $ 29,951 | $ 228,561 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and long-lived asset impairments | 68,689 | 65,786 |
Amortization of lease right-of-use asset | 33,473 | 36,774 |
Net pension benefit | (90,971) | (45,413) |
Loss (gain) on marketable equity securities and cost method investments, net | 118,628 | (165,257) |
Gain on disposition of businesses, property, plant and equipment and investments, net | (2,265) | (15,080) |
Provision for doubtful trade receivables | 2,218 | 2,506 |
Stock-based compensation expense, net of forfeitures | 3,102 | 3,060 |
Foreign exchange loss (gain) | 1,525 | (680) |
Equity in earnings of affiliates, net of distributions | 2,036 | (5,053) |
Provision for deferred income taxes | 5,795 | 52,856 |
Accretion expense and change in fair value of contingent consideration liabilities | (2,655) | (2,679) |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 126,006 | 38,541 |
Inventories | (36,360) | (4,971) |
Accounts payable and accrued liabilities | (37,455) | (15,592) |
Deferred revenue | (59,558) | (61,591) |
Income taxes receivable/payable | (8,284) | 10,681 |
Lease liabilities | (40,872) | (41,655) |
Other assets and other liabilities, net | (15,834) | (9,343) |
Other | 2,239 | 1,394 |
Net Cash Provided by Operating Activities | 99,408 | 72,845 |
Cash Flows from Investing Activities | ||
Proceeds from sales of marketable equity securities | 74,233 | 37,629 |
Purchases of property, plant and equipment | (32,154) | (27,502) |
Purchases of marketable equity securities | (31,468) | (48,036) |
Investments in equity affiliates, cost method and other investments | (27,950) | (4,910) |
Investments in certain businesses, net of cash acquired | (3,053) | (272,428) |
Net proceeds from disposition of businesses, property, plant and equipment, and investments | 2,324 | 4,735 |
Return of investment in equity affiliates | 152 | 4 |
Net Cash Used in Investing Activities | (17,916) | (310,508) |
Cash Flows from Financing Activities | ||
Net payments under revolving credit facilities | (47,000) | (2,304) |
Common shares repurchased | (34,303) | 0 |
Dividends paid | (15,465) | (15,106) |
Net proceeds from (repayments of) vehicle floor plan payable | 14,121 | (9,591) |
Repayments of borrowings | (7,580) | (2,071) |
(Repayments of) proceeds from bank overdrafts | 6,073 | 4,433 |
Deferred payments of acquisition | (4,731) | (30,866) |
Proceeds from exercise of stock options | 1,437 | 0 |
Purchase of noncontrolling interest | 0 | (3,508) |
Issuance of borrowings | 0 | 121 |
Other | (2,123) | (283) |
Net Cash Used in Financing Activities | (89,571) | (59,175) |
Effect Of Currency Exchange Rate Change | (4,901) | (684) |
Net Decrease in Cash and Cash Equivalents and Restricted Cash | (12,980) | (297,522) |
Beginning Cash and Cash Equivalents and Restricted Cash | 158,843 | 423,054 |
Ending Cash and Cash Equivalents and Restricted Cash | $ 145,863 | $ 125,532 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Common Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] |
As of at Dec. 31, 2020 | $ 3,766,393 | $ 20,000 | $ 388,159 | $ 6,804,822 | $ 603,314 | $ (4,056,993) | $ 7,091 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | 112,635 | 112,635 | |||||
Net income attributable to noncontrolling interest | 0 | (185) | 185 | ||||
Change in redemption value of redeemable noncontrolling interest | 761 | 697 | 64 | ||||
Distribution to noncontrolling interest | (126) | (126) | |||||
Dividends on common stock | (15,106) | (15,106) | |||||
Issuance of Class B common stock, net of restricted stock award forfeitures | (104) | (5,188) | 5,084 | ||||
Amortization of unearned stock compensation and stock option expense | 1,589 | 1,589 | |||||
Other comprehensive (loss) income, net of income taxes | (1,203) | (1,203) | |||||
Purchase of redeemable noncontrolling interest | 0 | ||||||
As of at Mar. 31, 2021 | 3,864,839 | 20,000 | 385,257 | 6,902,166 | 602,111 | (4,051,909) | 7,214 |
As of at Dec. 31, 2020 | 11,928 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Change in redemption value of redeemable noncontrolling interests | (634) | ||||||
Purchase of redeemable noncontrolling interest | (3,508) | ||||||
As of at Mar. 31, 2021 | 7,786 | ||||||
As of at Dec. 31, 2020 | 3,766,393 | 20,000 | 388,159 | 6,804,822 | 603,314 | (4,056,993) | 7,091 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | 228,561 | ||||||
Other comprehensive (loss) income, net of income taxes | (123) | ||||||
As of at Jun. 30, 2021 | 3,975,912 | 20,000 | 386,882 | 7,009,971 | 603,191 | (4,051,958) | 7,826 |
As of at Dec. 31, 2020 | 11,928 | ||||||
As of at Jun. 30, 2021 | 7,720 | ||||||
As of at Mar. 31, 2021 | 3,864,839 | 20,000 | 385,257 | 6,902,166 | 602,111 | (4,051,909) | 7,214 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | 115,926 | 115,926 | |||||
Net income attributable to noncontrolling interest | 0 | (699) | 699 | ||||
Net loss attributable to redeemable noncontrolling interests | 131 | 131 | |||||
Change in redemption value of redeemable noncontrolling interest | 65 | 65 | |||||
Distribution to noncontrolling interest | (152) | (152) | |||||
Dividends on common stock | (7,553) | (7,553) | |||||
Issuance of Class B common stock, net of restricted stock award forfeitures | (96) | (47) | (49) | ||||
Amortization of unearned stock compensation and stock option expense | 1,672 | 1,672 | |||||
Other comprehensive (loss) income, net of income taxes | 1,080 | 1,080 | |||||
As of at Jun. 30, 2021 | 3,975,912 | 20,000 | 386,882 | 7,009,971 | 603,191 | (4,051,958) | 7,826 |
As of at Mar. 31, 2021 | 7,786 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income (loss) attributable to redeemable noncontrolling interests | (131) | ||||||
Change in redemption value of redeemable noncontrolling interests | 65 | ||||||
As of at Jun. 30, 2021 | 7,720 | ||||||
As of at Dec. 31, 2021 | 4,411,669 | 20,000 | 389,456 | 7,126,761 | 971,388 | (4,108,022) | 12,086 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | 96,566 | 96,566 | |||||
Net income attributable to noncontrolling interest | 0 | (986) | 986 | ||||
Net loss attributable to redeemable noncontrolling interests | 44 | 44 | |||||
Change in redemption value of redeemable noncontrolling interest | 64 | 64 | |||||
Distribution to noncontrolling interest | (357) | (357) | |||||
Dividends on common stock | (15,497) | (15,497) | |||||
Repurchase of Class B Common Stock | (9,527) | (9,527) | |||||
Issuance of Class B common stock, net of restricted stock award forfeitures | 1,437 | 1,437 | |||||
Amortization of unearned stock compensation and stock option expense | 1,677 | 1,677 | |||||
Other comprehensive (loss) income, net of income taxes | (13,135) | (13,135) | |||||
As of at Mar. 31, 2022 | 4,472,941 | 20,000 | 391,133 | 7,206,888 | 958,253 | (4,116,112) | 12,779 |
As of at Dec. 31, 2021 | 14,311 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income (loss) attributable to redeemable noncontrolling interests | (44) | ||||||
Change in redemption value of redeemable noncontrolling interests | 64 | ||||||
As of at Mar. 31, 2022 | 14,331 | ||||||
As of at Dec. 31, 2021 | 4,411,669 | 20,000 | 389,456 | 7,126,761 | 971,388 | (4,108,022) | 12,086 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | 29,951 | ||||||
Other comprehensive (loss) income, net of income taxes | (66,114) | ||||||
As of at Jun. 30, 2022 | 4,322,243 | 20,000 | 392,973 | 7,131,747 | 905,274 | (4,141,303) | 13,552 |
As of at Dec. 31, 2021 | 14,311 | ||||||
As of at Jun. 30, 2022 | 16,500 | ||||||
As of at Mar. 31, 2022 | 4,472,941 | 20,000 | 391,133 | 7,206,888 | 958,253 | (4,116,112) | 12,779 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income | (66,615) | (66,615) | |||||
Noncontrolling interest capital contribution | 140 | 140 | |||||
Acquisition of noncontrolling interest | 512 | 512 | |||||
Net income attributable to noncontrolling interest | 0 | (929) | 929 | ||||
Acquisition of redeemable noncontrolling interest | 0 | ||||||
Net loss attributable to redeemable noncontrolling interests | 59 | 59 | |||||
Change in redemption value of redeemable noncontrolling interest | 64 | 64 | |||||
Distribution to noncontrolling interest | (872) | (872) | |||||
Dividends on common stock | (7,656) | (7,656) | |||||
Repurchase of Class B Common Stock | (24,776) | (24,776) | |||||
Issuance of Class B common stock, net of restricted stock award forfeitures | (877) | (462) | (415) | ||||
Amortization of unearned stock compensation and stock option expense | 2,302 | 2,302 | |||||
Other comprehensive (loss) income, net of income taxes | (52,979) | (52,979) | |||||
As of at Jun. 30, 2022 | 4,322,243 | $ 20,000 | $ 392,973 | $ 7,131,747 | $ 905,274 | $ (4,141,303) | $ 13,552 |
As of at Mar. 31, 2022 | 14,331 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Acquisition of redeemable noncontrolling interest | 2,164 | ||||||
Net income (loss) attributable to redeemable noncontrolling interests | (59) | ||||||
Change in redemption value of redeemable noncontrolling interests | 64 | ||||||
As of at Jun. 30, 2022 | $ 16,500 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Recent Accounting Pronouncements | 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, 2022 and 2021 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, 2021. 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, 2022 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. T hese assessments had no impact on the Company’s condensed consolidated financial statements as of and for the six months ended June 30, 2022. The Company’s assessments as of and for the six months ended June 30, 2021 resulted in other long-lived asset impairment charges (see 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. |
Acquisitions and Dispositions o
Acquisitions and Dispositions of Businesses | 6 Months Ended |
Jun. 30, 2022 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions and Dispositions of Businesses | ACQUISITIONS AND DISPOSITIONS OF BUSINESSES Acquisitions . On July 5, 2022, the Company’s automotive subsidiary acquired two automotive dealerships, including the real property for the dealership operations. In addition to a cash payment and the assumption of $10.9 million in floor plan payables, the automotive subsidiary borrowed $77.4 million to finance the acquisition. The dealerships are operated and managed by an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships. These acquisitions expand the Company’s automotive business operations and will be included in automotive. In May 2022, Graham Healthcare Group (GHG) acquired two small businesses which are included in healthcare. During 2021, the Company acquired six businesses: two in education, two in healthcare, one in automotive, and one in other businesses for $392.4 million in cash and contingent consideration and the assumption of floor plan payables. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of the acquisition. 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. Kaplan acquired certain assets of Projects in Knowledge, a continuing medical education provider for healthcare professionals, and another small business in November 2021. These acquisitions are expected to build upon Kaplan’s existing customer base in the medical and test preparation fields. Both business are included in Kaplan’s supplemental education division. In December 2021, GHG acquired two businesses, a home health business in Florida and a 50.1% interest in Weiss, a physician practice specializing in allergies, asthma and immunology. The minority shareholder of Weiss has an option to put 10% of the shares to the Company annually starting in 2026 and may put all of the shares starting in 2033. The fair value of the redeemable noncontrolling interest in Weiss was $6.6 million at the acquisition date, determined using an income approach. These acquisitions are expected to expand the market the healthcare division serves and are included in healthcare. On December 28, 2021, the Company’s automotive subsidiary acquired a Ford automotive dealership for cash and the assumption of $16.2 million in floor plan payables (see Note 5). In connection with the acquisition, the automotive subsidiary of the Company borrowed $22.5 million to finance the acquisition. The dealership is operated and managed by an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships. The acquisition expands the Company’s automotive business operations and is included in automotive. Acquisition-related costs for acquisitions that closed during the first six months of 2021 were $1.4 million and were expensed as incurred. The aggregate purchase price of the 2021 acquisitions was allocated as follows on a preliminary basis, based on acquisition date fair values to the following assets and liabilities: Purchase Price Allocation Year Ended (in thousands) December 31, 2021 Accounts receivable $ 17,928 Inventory 25,383 Property, plant and equipment 13,126 Lease right-of-use assets 25,890 Goodwill 204,070 Indefinite-lived intangible assets 22,200 Amortized intangible assets 99,800 Other assets 4,911 Deferred income taxes 44,975 Floor plan payables (16,198) Other liabilities (52,760) Current and noncurrent lease liabilities (25,593) Redeemable noncontrolling interest (6,616) Aggregate purchase price, net of cash acquired $ 357,116 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). These values include measurement period adjustments related to accounts receivable, goodwill, amortized intangible assets, current and noncurrent lease liabilities, deferred income taxes and contingent consideration. The recording of deferred tax assets and liabilities, working capital and the amounts of residual goodwill 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 $80.0 million of goodwill for income tax purposes for the acquisitions completed in 2021. 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 2021. The unaudited pro forma information also includes the 2021 acquisitions as if they occurred at the beginning of 2020: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Operating revenues $ 934,076 $ 903,405 $ 1,851,383 $ 1,728,945 Net (loss) income (66,299) 113,875 31,152 225,206 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 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. 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. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments [Abstract] | |
Investments | INVESTMENTS Money Market Investments. As of June 30, 2022, the Company had money market investments of $17.8 million that are classified as cash and cash equivalents in the Company’s Condensed Consolidated Balance Sheets. The Company had no money market investments as of December 31, 2021. Investments in Marketable Equity Securities. Investments in marketable equity securities consist of the following: As of June 30, December 31, (in thousands) Total cost $ 269,576 $ 273,201 Gross unrealized gains 382,007 537,915 Gross unrealized losses (2,979) (1,119) Total Fair Value $ 648,604 $ 809,997 At June 30, 2022 and December 31, 2021, the Company owned 55,430 and 44,430 shares in Markel Corporation (Markel) valued at $71.7 million and $54.8 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, 2022, there was no marketable equity security holding that exceeded 5% of the Company’s total assets. The Company purchased $31.5 million of marketable equity securities during the first six months of 2022. The Company purchased $48.0 million of marketable equity securities during the first six months of 2021. During the first six months of 2022, the gross cumulative realized gains from the sales of marketable equity securities were $39.1 million. The total proceeds from such sales were $74.2 million. 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. The net (loss) gain on marketable equity securities comprised the following: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 (Loss) gain on marketable equity securities, net $ (165,540) $ 83,698 $ (118,628) $ 162,912 Less: Net losses (gains) in earnings from marketable equity securities sold and donated 4,838 (8,161) 10,605 (8,161) Net unrealized (losses) gains in earnings from marketable equity securities still held at the end of the period $ (160,702) $ 75,537 $ (108,023) $ 154,751 Investments in Affiliates. As of June 30, 2022, the Company held an approximate 12% interest in Intersection Holdings, LLC (Intersection), and accounts for its investment under the equity method. The Company holds two of the ten seats of Intersection’s governing board, which allows the Company to exercise significant influence over Intersection. As of June 30, 2022, the Company also held investments in several other affiliates; GHG held a 40% interest in Residential Home Health Illinois, a 40% 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). During the first quarter of 2022, GHG invested an additional $18.5 million in the Residential Home Health Illinois and Residential Hospice Illinois affiliates to fund their acquisition of certain home health and hospice assets of the NorthShore University HealthSystem. The transaction diluted GHG’s interest in Residential Hospice Illinois resulting in a $0.6 million gain on the sale of investment in affiliate (see Note 12) . For the three and six months ended June 30, 2022, the Company recorded $3.7 million and $7.0 million, respectively, in revenue for services provided to the affiliates of GHG. 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. The Company had $54.3 million and $52.5 million in its investment account that represents cumulative undistributed income in its investments in affiliates as of June 30, 2022 and December 31, 2021, respectively. Additionally, Kaplan International Holdings Limited (KIHL) held a 45% interest in a joint venture formed with University of York. 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. |
Accounts Receivable, Accounts P
Accounts Receivable, Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Receivable Accounts Payable And Accrued Liabilities [Abstract] | |
Accounts Receivable Accounts Payable And Accrued Liabilities | ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts receivable consist of the following: As of June 30, December 31, (in thousands) Receivables from contracts with customers, less estimated credit losses of $22,093 and $21,836 $ 449,268 $ 589,582 Other receivables 26,065 17,889 $ 475,333 $ 607,471 Credit loss expense was $0.7 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively. Credit loss expense was $2.2 million and $2.5 million for the six months ended June 30, 2022 and 2021, respectively. Accounts payable and accrued liabilities consist of the following: As of June 30, December 31, (in thousands) Accounts payable $ 143,196 $ 126,985 Accrued compensation and related benefits 155,031 179,307 Other accrued liabilities 261,895 277,337 $ 560,122 $ 583,629 Cash overdrafts of $11.6 million and $5.5 million are included in accounts payable as of June 30, 2022 and December 31, 2021, respectively. |
Inventories, Contracts in Progr
Inventories, Contracts in Progress and Vehicle Floor Plan Payable | 6 Months Ended |
Jun. 30, 2022 | |
Inventory, Net of Allowances, Customer Advances and Progress Billings [Abstract] | |
Inventories, Contracts in Progress and Vehicle Floor Plan Payable | INVENTORIES, CONTRACTS IN PROGRESS AND VEHICLE FLOOR PLAN PAYABLE Inventories and contracts in progress consist of the following: As of June 30, December 31, (in thousands) Raw materials $ 65,049 $ 54,944 Work-in-process 15,835 11,506 Finished goods 97,137 72,796 Contracts in progress 259 2,225 $ 178,280 $ 141,471 The Company finances new, used and service loaner vehicle inventory through standardized floor plan facilities with Truist Bank (Truist floor plan facility) and Ford Motor Credit Company (Ford floor plan facility). The Truist floor plan facility bears interest at variable rates that are based on Secured Overnight Financing Rate (SOFR) plus 1.19% per annum. The Ford floor plan facility bears interest at variable interest rates that are based on the prime rate, with a floor of 3.5%, plus 1.5% per annum. The weighted average interest rate for the floor plan facilities was 2.2% and 1.2% for the three months ended June 30, 2022 and 2021, respectively. The weighted average interest rate for the floor plan facilities was 2.1% and 1.2% for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the aggregate capacity under the floor plan facilities was $70.9 million, of which $45.7 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 facilities are 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, 2022. 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, 2022 and 2021, the Company recognized a reduction in cost of goods sold of $1.1 million and $0.8 million, respectively, related to manufacturer floor plan assistance. For the six months ended June 30, 2022 and 2021, the Company recognized a reduction in cost of goods sold of $2.0 million and $1.4 million, respectively, related to manufacturer floor plan assistance. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Amortization of intangible assets for the three months ended June 30, 2022 and 2021, was $14.9 million and $13.9 million, respectively. Amortization of intangible assets for the six months ended June 30, 2022 and 2021, was $29.8 million and $27.8 million, respectively. Amortization of intangible assets is estimated to be approximately $29 million for the remainder of 2022, $51 million in 2023, $39 million in 2024, $31 million in 2025, $26 million in 2026 and $41 million thereafter. The changes in the carrying amount of goodwill, by segment, were as follows: (in thousands) Education Television Manufacturing Healthcare Automotive Other Total Balance as of December 31, 2021 Goodwill $ 1,186,236 $ 190,815 $ 234,993 $ 118,329 $ 45,826 $ 253,399 $ 2,029,598 Accumulated impairment losses (331,151) — (34,302) — — (14,563) (380,016) 855,085 190,815 200,691 118,329 45,826 238,836 1,649,582 Measurement period adjustments 1,000 — — 250 — (2,183) (933) Acquisitions — — — 5,971 — — 5,971 Foreign currency exchange rate changes (36,972) — — — — — (36,972) Balance as of June 30, 2022 Goodwill 1,150,264 190,815 234,993 124,550 45,826 251,216 1,997,664 Accumulated impairment losses (331,151) — (34,302) — — (14,563) (380,016) $ 819,113 $ 190,815 $ 200,691 $ 124,550 $ 45,826 $ 236,653 $ 1,617,648 The changes in carrying amount of goodwill at the Company’s education division were as follows: (in thousands) Kaplan Higher Supplemental Education Total Balance as of December 31, 2021 Goodwill $ 621,268 $ 174,564 $ 390,404 $ 1,186,236 Accumulated impairment losses — (111,324) (219,827) (331,151) 621,268 63,240 170,577 855,085 Measurement period adjustments — — 1,000 1,000 Foreign currency exchange rate changes (36,962) — (10) (36,972) Balance as of June 30, 2022 Goodwill 584,306 174,564 391,394 1,150,264 Accumulated impairment losses — (111,324) (219,827) (331,151) $ 584,306 $ 63,240 $ 171,567 $ 819,113 Other intangible assets consist of the following: As of June 30, 2022 As of December 31, 2021 (in thousands) Useful Life Gross Accumulated Net Carrying Gross Accumulated Net Amortized Intangible Assets Student and customer relationships 2–10 years $ 297,886 $ 218,349 $ 79,537 $ 300,027 $ 206,714 $ 93,313 Trade names and trademarks 2–15 years 158,006 75,092 82,914 158,365 68,113 90,252 Databases and technology 3–6 years 36,186 29,309 6,877 36,585 26,464 10,121 Network affiliation agreements 10 years 17,400 9,497 7,903 17,400 8,628 8,772 Noncompete agreements 2–5 years 1,000 993 7 1,000 991 9 Other 1–8 years 68,900 29,526 39,374 68,500 23,847 44,653 $ 579,378 $ 362,766 $ 216,612 $ 581,877 $ 334,757 $ 247,120 Indefinite-Lived Intangible Assets Trade names and trademarks $ 82,316 $ 86,972 Franchise agreements 44,058 44,058 FCC licenses 11,000 11,000 Licensure and accreditation 150 150 Other 21 — $ 137,545 $ 142,180 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company’s borrowings consist of the following: As of (in thousands) Maturities Stated Interest Rate Effective Interest Rate June 30, December 31, Unsecured notes (1) 2026 5.75% 5.75% $ 397,186 $ 396,830 Revolving credit facility 2027 1.61% - 4.38% 2.00% 150,804 209,643 Truist Bank commercial note (2) 2031 1.85% - 2.72% 2.16% 24,013 24,504 Truist Bank commercial note 2032 2.10% - 2.97% 2.41% 21,563 22,500 Pinnacle Bank term loan 2024 4.15% 4.19% 8,996 9,558 Other indebtedness 2025 - 2030 0.00% - 16.00% 3,590 4,466 Total Debt 606,152 667,501 Less: current portion (94,578) (141,749) Total Long-Term Debt $ 511,574 $ 525,752 ___________ _ (1) The carrying value is net of $2.8 million and $3.2 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021, respectively . (2) The carrying value is net of $0.1 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021 . At June 30, 2022 and December 31, 2021, the fair value of the Company’s 5.75% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $394.5 million and $417.5 million, respectively. On May 3, 2022, the Company amended the revolving credit facility to, among other things, (i) extend the maturity of the facility to May 30, 2027, (ii) eliminate borrowings under separate U.S. Dollar and multicurrency tranches, (iii) update certain interest rate benchmarks including replacing USD London Interbank Offered Rate (LIBOR) with SOFR for borrowings denominated in U.S. dollars, (iv) incorporate a sub-facility for the issuance of letters of credit, and (v) allow for applicable margin for borrowings to be determined and adjusted quarterly based on the Company’s Total Net Leverage Ratio. The outstanding balance on the Company’s $300 million unsecured revolving credit facility was $150.8 million as of June 30, 2022, consisting of U.S. dollar borrowings of $90 million with interest payable at SOFR plus 1.375%, and British Pound (GBP) borrowings of £50 million with interest payable at Daily Sterling Overnight Index Average (SONIA) plus 1.375%. The fair value of the Company’s other debt, which is based on Level 2 inputs, approximates its carrying value as of June 30, 2022 and December 31, 2021. The Company is in compliance with all financial covenants of the revolving credit facility, commercial notes, and Pinnacle Bank term loan as of June 30, 2022. During the three months ended June 30, 2022 and 2021, the Company had average borrowings outstanding of approximately $638.3 million and $525.5 million, respectively, at average annual interest rates of approximately 4.7% and 4.9%, respectively. During the three months ended June 30, 2022 and 2021, the Company incurred net interest expense of $15.3 million and $5.5 million, respectively. During the six months ended June 30, 2022 and 2021, the Company had average borrowings outstanding of approximately $648.8 million and $520.0 million, respectively, at average annual interest rates of approximately 4.5% and 5.0%, respectively. During the six months ended June 30, 2022 and 2021, the Company incurred net interest expense of $26.0 million and $13.0 million, respectively. During the three and six months ended June 30, 2022, the Company recorded interest expense of $8.0 million and $11.4 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. 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). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets Money market investments (1) $ — $ 17,773 $ — $ 17,773 Marketable equity securities (2) 648,604 — — 648,604 Other current investments (3) 7,890 6,337 — 14,227 Interest rate swap (4) — 610 — 610 Total Financial Assets $ 656,494 $ 24,720 $ — $ 681,214 Liabilities Contingent consideration liabilities (5) $ — $ — $ 10,873 $ 10,873 Mandatorily redeemable noncontrolling interest (6) — — 25,149 25,149 Total Financial Liabilities $ — $ — $ 36,022 $ 36,022 As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Marketable equity securities (2) $ 809,997 $ — $ — $ 809,997 Other current investments (3) 7,230 7,218 — 14,448 Total Financial Assets $ 817,227 $ 7,218 $ — $ 824,445 Liabilities Contingent consideration liabilities (5) $ — $ — $ 14,881 $ 14,881 Interest rate swap (7) — 2,049 — 2,049 Foreign exchange swap (8) — 484 — 484 Mandatorily redeemable noncontrolling interest (6) — — 13,661 13,661 Total Financial Liabilities $ — $ 2,533 $ 28,542 $ 31,075 ____________ (1) The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty. (2) The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available. (3) 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. (4) Included in Deferred Charges and Other Assets. 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. (5) 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, Black-Scholes model, 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. (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) 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. (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. The following tables provide 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 liabilities Mandatorily redeemable noncontrolling interest As of December 31, 2021 $ 14,881 $ 13,661 Acquisition of business 397 — Changes in fair value (1) (3,317) 11,430 Capital contributions — 242 Accretion of value included in net income (1) 662 — Settlements or distributions (1,750) (184) As of June 30, 2022 $ 10,873 $ 25,149 (in thousands) Contingent consideration liabilities Mandatorily 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 changes 34 — 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 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. 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. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS The Company generated 79% of its revenue from U.S. domestic sales for the three and six months ended June 30, 2022. The remaining 21% of revenue was generated from non-U.S. sales for the three and six months ended June 30, 2022. For the three and six months ended June 30, 2021, 78% and 77% of revenue was from U.S. domestic sales and the remaining 22% and 23% of revenue was generated from non-U.S. sales. For the three and six months ended June 30, 2022, the Company recognized 60% of its revenue over time as control of the services and goods transferred to the customer, and the remaining 40% at a point in time, when the customer obtained control of the promised goods. For the three and six months ended June 30, 2021, the Company recognized 66% and 68% of its revenue over time, and the remaining 34% and 32% at a point in time. Contract Assets. As of June 30, 2022, the Company recognized a contract asset of $19.0 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 $456.1 million related to this performance obligation within the next ten years. As of December 31, 2021, the contract asset was $17.7 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, December 31, % (in thousands) Change Deferred revenue $ 287,681 $ 363,065 (21) In April 2020, GHG received $31.5 million under the expanded Medicare Accelerated and Advanced Payment Program modified by the Coronavirus Aid, Relief, and Economic Security Act (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. GHG recognized $5.6 million and $12.0 million of the balance in revenue for claims submitted for eligible services for the three and six months ended June 30, 2022, respectively. The remaining balance of $0.5 million is included in the current deferred revenue balance on the Condensed Consolidated Balance Sheet as of June 30, 2022. For the three and six months ended June 30, 2021, GHG recognized $5.0 million of the balance in revenue for claims submitted for eligible services. The majority of the change in the deferred revenue balance is related to the cyclical nature of services in the Kaplan international division. During the six months ended June 30, 2022, the Company recognized $271.9 million related to the Company’s deferred revenue balance as of December 31, 2021. Revenue allocated to remaining performance obligations represents deferred revenue amounts that will be recognized as revenue in future periods. As of June 30, 2022, 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 $7.7 million. Kaplan Supplemental Education expects to recognize 75% 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 Costs associated with new contracts Less: Costs amortized during the period Other Balance 2022 $ 26,081 $ 20,991 $ (28,911) $ (1,733) $ 16,428 The majority of other activity was related to currency translation adjustments for the six months ended June 30, 2022. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (LOSS) EARNINGS PER SHAREThe 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 (loss) income and share data used in the basic and diluted (loss) earnings per share computations using the two-class method: Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Numerator for basic (loss) earnings per share: Net (loss) income attributable to Graham Holdings Company common stockholders $ (67,485) $ 115,358 $ 28,139 $ 227,808 Less: Dividends-common stock outstanding and unvested restricted shares (7,656) (7,553) (23,153) (22,659) Undistributed (loss) earnings (75,141) 107,805 4,986 205,149 Percent allocated to common stockholders (1) 100.00 % 99.34 % 99.40 % 99.34 % (75,141) 107,089 4,956 203,786 Add: Dividends-common stock outstanding 7,610 7,503 23,016 22,508 Numerator for basic (loss) earnings per share $ (67,531) $ 114,592 $ 27,972 $ 226,294 Add: Additional undistributed earnings due to dilutive stock options — 2 — 4 Numerator for diluted (loss) earnings per share $ (67,531) $ 114,594 $ 27,972 $ 226,298 Denominator: Denominator for basic (loss) earnings per share: Weighted average shares outstanding 4,842 4,968 4,857 4,968 Add: Effect of dilutive stock options — 17 13 13 Denominator for diluted (loss) earnings per share 4,842 4,985 4,870 4,981 Graham Holdings Company Common Stockholders: Basic (loss) earnings per share $ (13.95) $ 23.07 $ 5.76 $ 45.55 Diluted (loss) earnings per share $ (13.95) $ 22.99 $ 5.74 $ 45.43 ____________ (Loss) earnings per share amounts may not recalculate due to rounding. (1) Percent of undistributed losses allocated to common stockholders is 100% in the three months ended June 30, 2022 as participating securities are not contractually obligated to share in losses. Diluted (loss) earnings 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Weighted average restricted stock 17 13 17 10 Weighted average stock options 13 — — — The diluted (loss) earnings per share amounts for the three and six months ended June 30, 2022 and June 30, 2021 exclude the effects of 105,000 and 104,000 stock options and contingently issuable shares outstanding, respectively, as their inclusion would have been antidilutive due to a market condition. In the three and six months ended June 30, 2022, the Company declared regular dividends totaling $1.58 and $4.74 per common share, respectively. 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. |
Pension and Postretirement Plan
Pension and Postretirement Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits, Description [Abstract] | |
Pension and Postretirement Plans | 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Service cost $ 4,993 $ 5,877 $ 11,024 $ 11,479 Interest cost 7,611 6,754 15,281 13,408 Expected return on assets (41,963) (33,702) (83,926) (68,278) Amortization of prior service cost 709 712 1,418 1,423 Recognized actuarial gain (17,539) (1,671) (34,768) (4,563) Net Periodic Benefit (46,189) (22,030) (90,971) (46,531) Special separation benefit expense — 1,118 — 1,118 Total Benefit $ (46,189) $ (20,912) $ (90,971) $ (45,413) In the second quarter of 2021, the Company recorded $1.1 million in expenses related to a Separation Incentive Program for certain Dekko 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Service cost $ 228 $ 256 $ 456 $ 511 Interest cost 822 735 1,644 1,471 Amortization of prior service cost 9 82 18 165 Recognized actuarial loss 167 1,483 333 2,965 Net Periodic Cost $ 1,226 $ 2,556 $ 2,451 $ 5,112 Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of private investment funds, 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, December 31, U.S. equities 63 % 61 % Private investment funds 16 % 17 % U.S. stock index fund 8 % 9 % International equities 8 % 9 % U.S. fixed income 5 % 4 % 100 % 100 % The Company manages approximately 40% of the pension assets internally, of which the majority is invested in private investment funds 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. 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, 2022. 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, 2022, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $782.4 million, or approximately 31% of total plan assets. At December 31, 2021, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $998.8 million, or approximately 29% of total plan assets. Other Postretirement Plans. The total benefit arising from the Company’s other postretirement plans consists of the following components: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Interest cost $ 25 $ 10 $ 49 $ 46 Amortization of prior service credit (2) (2) (4) (4) Recognized actuarial gain (710) (736) (1,421) (1,755) Net Periodic Benefit $ (687) $ (728) $ (1,376) $ (1,713) |
Other Non-Operating Income
Other Non-Operating Income | 6 Months Ended |
Jun. 30, 2022 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other Non-Operating Income | OTHER NON-OPERATING INCOME A summary of non-operating income is as follows: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Gain on sale of businesses $ 753 $ 644 $ 1,698 $ 1,446 Foreign currency (loss) gain, net (478) 677 (1,525) 680 (Loss) gain on sale of cost method investments (51) 6,699 1,024 6,793 Gain on sale of investment in affiliate — — 604 — Gain on cost method investments — 7,783 — 10,506 Other gain, net 952 319 2,251 3,017 Total Other Non-Operating Income $ 1,176 $ 16,122 $ 4,052 $ 22,442 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, 2022, the Company recorded contingent consideration gains of $0.8 million and $1.7 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The other comprehensive (loss) income consists of the following components: Three Months Ended June 30 2022 2021 Before-Tax Income After-Tax Before-Tax Income After-Tax (in thousands) Amount Tax Amount Amount Tax Amount Foreign currency translation adjustments: Translation adjustments arising during the period $ (40,928) $ — $ (40,928) $ 1,167 $ — $ 1,167 Pension and other postretirement plans: Amortization of net prior service cost included in net income 716 (185) 531 792 (214) 578 Amortization of net actuarial gain included in net income (18,082) 4,660 (13,422) (924) 249 (675) (17,366) 4,475 (12,891) (132) 35 (97) Cash flow hedge: Gain for the period 1,091 (251) 840 13 (3) 10 Other Comprehensive (Loss) Income $ (57,203) $ 4,224 $ (52,979) $ 1,048 $ 32 $ 1,080 Six Months Ended June 30 2022 2021 Before-Tax Income After-Tax Before-Tax Income After-Tax (in thousands) Amount Tax Amount Amount Tax Amount Foreign currency translation adjustments: Translation adjustments arising during the period $ (42,666) $ — $ (42,666) $ 681 $ — $ 681 Pension and other postretirement plans: Amortization of net prior service cost included in net income 1,432 (369) 1,063 1,584 (427) 1,157 Amortization of net actuarial gain included in net income (35,856) 9,241 (26,615) (3,353) 905 (2,448) (34,424) 8,872 (25,552) (1,769) 478 (1,291) Cash flow hedge: Gain for the period 2,733 (629) 2,104 634 (147) 487 Other Comprehensive Loss $ (74,357) $ 8,243 $ (66,114) $ (454) $ 331 $ (123) The accumulated balances related to each component of other comprehensive income (loss) are as follows: (in thousands, net of taxes) Cumulative Unrealized Gain Cash Flow Accumulated Balance as of December 31, 2021 $ (6,298) $ 979,157 $ (1,471) $ 971,388 Other comprehensive (loss) income before reclassifications (42,666) — 1,769 (40,897) Net amount reclassified from accumulated other comprehensive income (loss) — (25,552) 335 (25,217) Other comprehensive (loss) income, net of tax (42,666) (25,552) 2,104 (66,114) Balance as of June 30, 2022 $ (48,964) $ 953,605 $ 633 $ 905,274 The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows: Three Months Ended Six Months Ended Affected Line Item in the Condensed Consolidated Statements of Operations (in thousands) 2022 2021 2022 2021 Pension and Other Postretirement Plans: Amortization of net prior service cost $ 716 $ 792 $ 1,432 $ 1,584 (1) Amortization of net actuarial gain (18,082) (924) (35,856) (3,353) (1) (17,366) (132) (34,424) (1,769) Before tax 4,475 35 8,872 478 (Benefit from) Provision for Income Taxes (12,891) (97) (25,552) (1,291) Net of Tax Cash Flow Hedge 151 153 335 307 Interest expense Total reclassification for the period $ (12,740) $ 56 $ (25,217) $ (984) 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 11) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 $15 million. In 2015, Kaplan sold substantially all of the assets of the KHE 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. On May 6, 2021, Kaplan received a notice from the Department of Education (ED) that it would be conducting a fact-finding process pursuant to the borrower defense to repayment (BDTR) regulations to determine the validity of more than 800 BDTR claims and a request for documents related to several of Kaplan’s previously owned schools. Beginning in July 2021, Kaplan started receiving the claims and related information requests. In total, Kaplan received 1,449 borrower defense applications that seek discharge of approximately $35 million in loans (excluding interest). Most claims received are from former KU students. The ED’s process for adjudicating these claims is subject to the borrower defense regulations but it is not clear to what extent the ED will exclude claims based on the underlying statutes of limitations, evidence provided by Kaplan, or any prior investigation related to schools attended by the student applicants. On June 22, 2022, the ED filed a joint motion for approval of a settlement agreement in Sweet, et al. vs. Cardona , a case pending in the United States District Court for the Northern District of California. Kaplan is not a party to this case. This case was brought in 2019 by a purported class of borrowers demanding that the ED adjudicate all pending borrower defense claims. The settlement proposes that the ED will discharge the loans for students who borrowed to attend any school on a specified list. The list includes approximately 150 schools, including Bauder College, Mount Washington College, Kaplan Career Institute and Kaplan College, as well as Purdue University Global (encompassing the former Kaplan University). This proposed settlement would cover all claims to which Kaplan has previously responded to the ED and may also include new claims for which Kaplan has not received any information or which may still be filed prior to any final approval of the settlement by the court. ED has clarified that while attendance at one of the listed schools justifies presumptive relief for the borrowers, inclusion on the list is not a finding of misconduct by the school and does not provide an evidentiary basis upon which ED could rely to take action against any of the schools. In its July 25, 2022 filing, the ED stated that the proposed settlement in Sweet “creates no independent basis for action against the schools” and “any concrete consequences on the schools – financial or otherwise—could be imposed only after the ED initiates a separate, future proceeding...” The proposed settlement agreement will not be effective unless and until it achieves final court approval; a hearing on the preliminary settlement approval is scheduled for later in August 2022. In the event the settlement is approved, the ED will likely be required to separately fully adjudicate the borrowers’ claims under the borrower defense rules process if it wishes to ultimately apply liability to institutions and seek recoupment of discharged amounts. In any such process Kaplan believes it has defenses that would bar any student discharge or school liability including that the claims are barred by the applicable statute of limitations, unproven, incomplete and fail to meet regulatory filing requirements. Kaplan will vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and is responding to all claims with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit, and support the denial of all such claims by the ED. If the ED grants borrower claims through the BTDR process, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED were to initiate a recoupment action against Kaplan, and that action successfully overcame Kaplan’s defenses, Kaplan could be subject to significant liability. On July 6, 2022 the ED released the draft Borrower Defense to Repayment rule for comment with the intention of publishing a final rule by November 1, 2022 with an effective date of July 1, 2023. Compared to the previous rule, this new rule in part, would expand actions that can give rise to claims for discharge; provides that the borrower’s claim will be presumed true if the institution does not provide any responsive evidence; provides an easier process for group claims; and relies on current program review penalty hearing processes for discharge recoupment. Under the proposed rule, the recoupment process applies only to loans first disbursed after July 1, 2023; however, the discharge process and standards apply to any pending application regardless of loan date. In August 2018, Purdue University Global received an updated Provisional Program Participation Agreement (PPPA) from the ED which is necessary for continued participation in the federal Title IV programs after the change in ownership from Kaplan to Purdue. The PPPA expired on June 30, 2021 but was extended to June 30, 2022. Purdue Global submitted its renewed application for recertification in March 2022 which is pending review. The PPPA remains in effect as it is automatically extended on a month to month basis until the ED takes action to approve a full Program Participation Agreement. In June 2021, the Committee for Private Education (CPE) in Singapore instructed Kaplan Singapore to cease new enrollments for three marketing diploma programs on both a full and part-time basis due to noncompliance with minimum entry level requirements for admission and to teach out existing students in these programs. On August 23, 2021, the CPE issued the same instructions with respect to the Kaplan Foundation diploma and four information technology diploma programs on both a full and part-time basis. In November 2021, the CPE issued the same instructions with respect to a further 23 full-time or part-time diploma programs. Post regulatory action, Kaplan Singapore was still able to offer 449 programs that remained registered with the CPE, out of which there were 16 diplomas, 361 bachelors and the balance of which were certificate and postgraduate courses. In April 2022, Kaplan Singapore applied for re-registration for certain of the diploma programs and in July 2022 received approval from the CPE. In May 2022, CPE also renewed Kaplan Singapore’s registrations as a private education institution for a four year period expiring in 2026. While the regulatory actions by the CPE in 2021 will have a significant adverse impact on Kaplan Singapore’s revenues, operating results and cash flows in the future, the impact is expected to be mitigated as a result of the recently approved registrations of certain impacted programs. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS The Company has seven reportable segments: Kaplan International, Kaplan Higher Education, Kaplan Supplemental Education, Television Broadcasting, Manufacturing, Healthcare and Automotive. The following tables summarize the financial information related to each of the Company’s business segments: Three months ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Operating Revenues Education $ 353,013 $ 339,984 $ 711,025 $ 669,301 Television broadcasting 122,386 119,966 245,805 233,591 Manufacturing 127,062 141,123 243,002 257,083 Healthcare 76,385 54,696 143,640 104,739 Automotive 147,602 90,273 298,569 158,000 Other businesses 107,326 55,626 206,943 91,938 Corporate office — — — — Intersegment elimination (472) (516) (961) (1,045) $ 933,302 $ 801,152 $ 1,848,023 $ 1,513,607 Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets Education $ 22,769 $ 19,221 $ 47,327 $ 43,369 Television broadcasting 41,042 36,964 82,300 71,301 Manufacturing 9,666 19,038 24,804 34,932 Healthcare 7,250 9,375 14,538 17,296 Automotive 7,365 3,785 14,443 4,309 Other businesses (23,031) (18,565) (50,461) (37,781) Corporate office (10,844) (14,570) (23,851) (29,350) $ 54,217 $ 55,248 $ 109,100 $ 104,076 Amortization of Intangible Assets and Impairment of Long-Lived Assets Education $ 4,064 $ 6,073 $ 8,210 $ 11,285 Television broadcasting 1,360 1,361 2,720 2,720 Manufacturing 5,164 6,610 10,327 13,597 Healthcare 988 780 1,917 1,561 Automotive — — — — Other businesses 3,313 2,833 6,627 3,478 Corporate office — — — — $ 14,889 $ 17,657 $ 29,801 $ 32,641 Income (Loss) from Operations Education $ 18,705 $ 13,148 $ 39,117 $ 32,084 Television broadcasting 39,682 35,603 79,580 68,581 Manufacturing 4,502 12,428 14,477 21,335 Healthcare 6,262 8,595 12,621 15,735 Automotive 7,365 3,785 14,443 4,309 Other businesses (26,344) (21,398) (57,088) (41,259) Corporate office (10,844) (14,570) (23,851) (29,350) $ 39,328 $ 37,591 $ 79,299 $ 71,435 Equity in Earnings of Affiliates, Net 1,427 1,776 4,031 15,204 Interest Expense, Net (15,277) (5,477) (25,979) (13,035) Non-Operating Pension and Postretirement Benefit Income, Net 50,871 25,216 101,376 54,003 (Loss) Gain on Marketable Equity Securities, Net (165,540) 83,698 (118,628) 162,912 Other Income, Net 1,176 16,122 4,052 22,442 (Loss) Income Before Income Taxes $ (88,015) $ 158,926 $ 44,151 $ 312,961 Three months ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Depreciation of Property, Plant and Equipment Education $ 8,531 $ 7,482 $ 17,036 $ 15,262 Television broadcasting 3,085 3,543 6,374 7,016 Manufacturing 2,323 2,427 4,751 4,944 Healthcare 455 331 865 648 Automotive 752 490 1,529 1,020 Other businesses 4,114 2,169 8,029 3,929 Corporate office 153 158 304 326 $ 19,413 $ 16,600 $ 38,888 $ 33,145 Pension Service Cost Education $ 1,931 $ 2,398 $ 4,467 $ 4,681 Television broadcasting 856 956 1,782 1,791 Manufacturing 224 246 552 641 Healthcare 93 108 279 280 Automotive 5 — 11 — Other businesses 477 487 997 856 Corporate office 1,407 1,682 2,936 3,230 $ 4,993 $ 5,877 $ 11,024 $ 11,479 Asset information for the Company’s business segments is as follows: As of (in thousands) June 30, 2022 December 31, 2021 Identifiable Assets Education $ 1,824,482 $ 2,026,782 Television broadcasting 429,070 448,627 Manufacturing 500,918 486,304 Healthcare 217,190 194,823 Automotive 268,156 238,200 Other businesses 623,159 689,872 Corporate office 112,979 68,962 $ 3,975,954 $ 4,153,570 Investments in Marketable Equity Securities 648,604 809,997 Investments in Affiliates 172,612 155,444 Prepaid Pension Cost 2,364,135 2,306,514 Total Assets $ 7,161,305 $ 7,425,525 The Company’s education division comprises the following operating segments: Three Months Ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Operating Revenues Kaplan international $ 200,871 $ 181,276 $ 405,384 $ 353,171 Higher education 72,975 78,740 148,783 154,426 Supplemental education 77,546 77,911 153,850 157,566 Kaplan corporate and other 4,454 3,615 8,799 6,978 Intersegment elimination (2,833) (1,558) (5,791) (2,840) $ 353,013 $ 339,984 $ 711,025 $ 669,301 Income (Loss) From Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets Kaplan international $ 19,063 $ 14,077 $ 39,627 $ 24,284 Higher education 2,704 2,374 7,741 8,627 Supplemental education 4,829 8,813 8,200 21,310 Kaplan corporate and other (3,771) (6,042) (8,204) (10,949) Intersegment elimination (56) (1) (37) 97 $ 22,769 $ 19,221 $ 47,327 $ 43,369 Amortization of Intangible Assets $ 4,064 $ 3,914 $ 8,210 $ 8,079 Impairment of Long-Lived Assets $ — $ 2,159 $ — $ 3,206 Income (Loss) from Operations Kaplan international $ 19,063 $ 14,077 $ 39,627 $ 24,284 Higher education 2,704 2,374 7,741 8,627 Supplemental education 4,829 8,813 8,200 21,310 Kaplan corporate and other (7,835) (12,115) (16,414) (22,234) Intersegment elimination (56) (1) (37) 97 $ 18,705 $ 13,148 $ 39,117 $ 32,084 Depreciation of Property, Plant and Equipment Kaplan international $ 5,794 $ 4,835 $ 11,549 $ 10,087 Higher education 1,064 873 2,084 1,725 Supplemental education 1,578 1,670 3,217 3,246 Kaplan corporate and other 95 104 186 204 $ 8,531 $ 7,482 $ 17,036 $ 15,262 Pension Service Cost Kaplan international $ 63 $ 77 $ 135 $ 148 Higher education 820 1,137 1,901 2,220 Supplemental education 895 976 2,077 1,907 Kaplan corporate and other 153 208 354 406 $ 1,931 $ 2,398 $ 4,467 $ 4,681 Asset information for the Company’s education division is as follows: As of (in thousands) June 30, 2022 December 31, 2021 Identifiable Assets Kaplan international $ 1,320,183 $ 1,493,868 Higher education 177,954 187,789 Supplemental education 268,054 286,877 Kaplan corporate and other 58,291 58,248 $ 1,824,482 $ 2,026,782 |
Organization, Basis of Presen_2
Organization, Basis of Presentation And Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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, 2022 and 2021 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, 2021. 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 | 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. |
Acquisitions and Dispositions_2
Acquisitions and Dispositions of Businesses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Acquisitions And Dispositions [Abstract] | |
Schedule of assets acquired and liabilities assumed | The aggregate purchase price of the 2021 acquisitions was allocated as follows on a preliminary basis, based on acquisition date fair values to the following assets and liabilities: Purchase Price Allocation Year Ended (in thousands) December 31, 2021 Accounts receivable $ 17,928 Inventory 25,383 Property, plant and equipment 13,126 Lease right-of-use assets 25,890 Goodwill 204,070 Indefinite-lived intangible assets 22,200 Amortized intangible assets 99,800 Other assets 4,911 Deferred income taxes 44,975 Floor plan payables (16,198) Other liabilities (52,760) Current and noncurrent lease liabilities (25,593) Redeemable noncontrolling interest (6,616) Aggregate purchase price, net of cash acquired $ 357,116 |
Acquisition Pro Forma Financial Information | The following unaudited pro forma financial information presents the Company’s results as if the current year acquisitions had occurred at the beginning of 2021. The unaudited pro forma information also includes the 2021 acquisitions as if they occurred at the beginning of 2020: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Operating revenues $ 934,076 $ 903,405 $ 1,851,383 $ 1,728,945 Net (loss) income (66,299) 113,875 31,152 225,206 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments [Abstract] | |
Investments in Marketable Equity Securities | Investments in marketable equity securities consist of the following: As of June 30, December 31, (in thousands) Total cost $ 269,576 $ 273,201 Gross unrealized gains 382,007 537,915 Gross unrealized losses (2,979) (1,119) Total Fair Value $ 648,604 $ 809,997 |
Gain on Marketable Equity Securities | The net (loss) gain on marketable equity securities comprised the following: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 (Loss) gain on marketable equity securities, net $ (165,540) $ 83,698 $ (118,628) $ 162,912 Less: Net losses (gains) in earnings from marketable equity securities sold and donated 4,838 (8,161) 10,605 (8,161) Net unrealized (losses) gains in earnings from marketable equity securities still held at the end of the period $ (160,702) $ 75,537 $ (108,023) $ 154,751 |
Accounts Receivable, Accounts_2
Accounts Receivable, Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Receivable Accounts Payable And Accrued Liabilities [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following: As of June 30, December 31, (in thousands) Receivables from contracts with customers, less estimated credit losses of $22,093 and $21,836 $ 449,268 $ 589,582 Other receivables 26,065 17,889 $ 475,333 $ 607,471 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following: As of June 30, December 31, (in thousands) Accounts payable $ 143,196 $ 126,985 Accrued compensation and related benefits 155,031 179,307 Other accrued liabilities 261,895 277,337 $ 560,122 $ 583,629 |
Inventories, Contracts in Pro_2
Inventories, Contracts in Progress and Vehicle Floor Plan Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory, Net of Allowances, Customer Advances and Progress Billings [Abstract] | |
Schedule of Inventories and Contracts in Progress | Inventories and contracts in progress consist of the following: As of June 30, December 31, (in thousands) Raw materials $ 65,049 $ 54,944 Work-in-process 15,835 11,506 Finished goods 97,137 72,796 Contracts in progress 259 2,225 $ 178,280 $ 141,471 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill, by segment, were as follows: (in thousands) Education Television Manufacturing Healthcare Automotive Other Total Balance as of December 31, 2021 Goodwill $ 1,186,236 $ 190,815 $ 234,993 $ 118,329 $ 45,826 $ 253,399 $ 2,029,598 Accumulated impairment losses (331,151) — (34,302) — — (14,563) (380,016) 855,085 190,815 200,691 118,329 45,826 238,836 1,649,582 Measurement period adjustments 1,000 — — 250 — (2,183) (933) Acquisitions — — — 5,971 — — 5,971 Foreign currency exchange rate changes (36,972) — — — — — (36,972) Balance as of June 30, 2022 Goodwill 1,150,264 190,815 234,993 124,550 45,826 251,216 1,997,664 Accumulated impairment losses (331,151) — (34,302) — — (14,563) (380,016) $ 819,113 $ 190,815 $ 200,691 $ 124,550 $ 45,826 $ 236,653 $ 1,617,648 |
Other Intangible Assets | Other intangible assets consist of the following: As of June 30, 2022 As of December 31, 2021 (in thousands) Useful Life Gross Accumulated Net Carrying Gross Accumulated Net Amortized Intangible Assets Student and customer relationships 2–10 years $ 297,886 $ 218,349 $ 79,537 $ 300,027 $ 206,714 $ 93,313 Trade names and trademarks 2–15 years 158,006 75,092 82,914 158,365 68,113 90,252 Databases and technology 3–6 years 36,186 29,309 6,877 36,585 26,464 10,121 Network affiliation agreements 10 years 17,400 9,497 7,903 17,400 8,628 8,772 Noncompete agreements 2–5 years 1,000 993 7 1,000 991 9 Other 1–8 years 68,900 29,526 39,374 68,500 23,847 44,653 $ 579,378 $ 362,766 $ 216,612 $ 581,877 $ 334,757 $ 247,120 Indefinite-Lived Intangible Assets Trade names and trademarks $ 82,316 $ 86,972 Franchise agreements 44,058 44,058 FCC licenses 11,000 11,000 Licensure and accreditation 150 150 Other 21 — $ 137,545 $ 142,180 |
Education [Member] | |
Changes in Carrying Amount of Goodwill | The changes in carrying amount of goodwill at the Company’s education division were as follows: (in thousands) Kaplan Higher Supplemental Education Total Balance as of December 31, 2021 Goodwill $ 621,268 $ 174,564 $ 390,404 $ 1,186,236 Accumulated impairment losses — (111,324) (219,827) (331,151) 621,268 63,240 170,577 855,085 Measurement period adjustments — — 1,000 1,000 Foreign currency exchange rate changes (36,962) — (10) (36,972) Balance as of June 30, 2022 Goodwill 584,306 174,564 391,394 1,150,264 Accumulated impairment losses — (111,324) (219,827) (331,151) $ 584,306 $ 63,240 $ 171,567 $ 819,113 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The Company’s borrowings consist of the following: As of (in thousands) Maturities Stated Interest Rate Effective Interest Rate June 30, December 31, Unsecured notes (1) 2026 5.75% 5.75% $ 397,186 $ 396,830 Revolving credit facility 2027 1.61% - 4.38% 2.00% 150,804 209,643 Truist Bank commercial note (2) 2031 1.85% - 2.72% 2.16% 24,013 24,504 Truist Bank commercial note 2032 2.10% - 2.97% 2.41% 21,563 22,500 Pinnacle Bank term loan 2024 4.15% 4.19% 8,996 9,558 Other indebtedness 2025 - 2030 0.00% - 16.00% 3,590 4,466 Total Debt 606,152 667,501 Less: current portion (94,578) (141,749) Total Long-Term Debt $ 511,574 $ 525,752 ___________ _ (1) The carrying value is net of $2.8 million and $3.2 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021, respectively . (2) The carrying value is net of $0.1 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows: As of June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets Money market investments (1) $ — $ 17,773 $ — $ 17,773 Marketable equity securities (2) 648,604 — — 648,604 Other current investments (3) 7,890 6,337 — 14,227 Interest rate swap (4) — 610 — 610 Total Financial Assets $ 656,494 $ 24,720 $ — $ 681,214 Liabilities Contingent consideration liabilities (5) $ — $ — $ 10,873 $ 10,873 Mandatorily redeemable noncontrolling interest (6) — — 25,149 25,149 Total Financial Liabilities $ — $ — $ 36,022 $ 36,022 As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Marketable equity securities (2) $ 809,997 $ — $ — $ 809,997 Other current investments (3) 7,230 7,218 — 14,448 Total Financial Assets $ 817,227 $ 7,218 $ — $ 824,445 Liabilities Contingent consideration liabilities (5) $ — $ — $ 14,881 $ 14,881 Interest rate swap (7) — 2,049 — 2,049 Foreign exchange swap (8) — 484 — 484 Mandatorily redeemable noncontrolling interest (6) — — 13,661 13,661 Total Financial Liabilities $ — $ 2,533 $ 28,542 $ 31,075 ____________ (1) The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty. (2) The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available. (3) 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. (4) Included in Deferred Charges and Other Assets. 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. (5) 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, Black-Scholes model, 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. (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) 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. (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. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide 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 liabilities Mandatorily redeemable noncontrolling interest As of December 31, 2021 $ 14,881 $ 13,661 Acquisition of business 397 — Changes in fair value (1) (3,317) 11,430 Capital contributions — 242 Accretion of value included in net income (1) 662 — Settlements or distributions (1,750) (184) As of June 30, 2022 $ 10,873 $ 25,149 (in thousands) Contingent consideration liabilities Mandatorily 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 changes 34 — 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 expense in the Company’s Condensed Consolidated Statements of Operations. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability | The following table presents the change in the Company’s deferred revenue balance: As of June 30, December 31, % (in thousands) Change Deferred revenue $ 287,681 $ 363,065 (21) |
Capitalized Contract Cost | The following table presents changes in the Company’s costs to obtain a contract asset: (in thousands) Balance at Costs associated with new contracts Less: Costs amortized during the period Other Balance 2022 $ 26,081 $ 20,991 $ (28,911) $ (1,733) $ 16,428 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of (Loss) Earnings Per Share, Basic and Diluted | The following reflects the Company’s net (loss) income and share data used in the basic and diluted (loss) earnings per share computations using the two-class method: Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Numerator for basic (loss) earnings per share: Net (loss) income attributable to Graham Holdings Company common stockholders $ (67,485) $ 115,358 $ 28,139 $ 227,808 Less: Dividends-common stock outstanding and unvested restricted shares (7,656) (7,553) (23,153) (22,659) Undistributed (loss) earnings (75,141) 107,805 4,986 205,149 Percent allocated to common stockholders (1) 100.00 % 99.34 % 99.40 % 99.34 % (75,141) 107,089 4,956 203,786 Add: Dividends-common stock outstanding 7,610 7,503 23,016 22,508 Numerator for basic (loss) earnings per share $ (67,531) $ 114,592 $ 27,972 $ 226,294 Add: Additional undistributed earnings due to dilutive stock options — 2 — 4 Numerator for diluted (loss) earnings per share $ (67,531) $ 114,594 $ 27,972 $ 226,298 Denominator: Denominator for basic (loss) earnings per share: Weighted average shares outstanding 4,842 4,968 4,857 4,968 Add: Effect of dilutive stock options — 17 13 13 Denominator for diluted (loss) earnings per share 4,842 4,985 4,870 4,981 Graham Holdings Company Common Stockholders: Basic (loss) earnings per share $ (13.95) $ 23.07 $ 5.76 $ 45.55 Diluted (loss) earnings per share $ (13.95) $ 22.99 $ 5.74 $ 45.43 ____________ (Loss) earnings per share amounts may not recalculate due to rounding. (1) Percent of undistributed losses allocated to common stockholders is 100% in the three months ended June 30, 2022 as participating securities are not contractually obligated to share in losses. |
Antidilutive Weighted Average Restricted Stock and Options | Diluted (loss) earnings 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Weighted average restricted stock 17 13 17 10 Weighted average stock options 13 — — — |
Pension and Postretirement Pl_2
Pension and Postretirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Pension Plan [Member] | |
Schedule of Net Benefit Costs | The total benefit arising from the Company’s defined benefit pension plans consists of the following components: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Service cost $ 4,993 $ 5,877 $ 11,024 $ 11,479 Interest cost 7,611 6,754 15,281 13,408 Expected return on assets (41,963) (33,702) (83,926) (68,278) Amortization of prior service cost 709 712 1,418 1,423 Recognized actuarial gain (17,539) (1,671) (34,768) (4,563) Net Periodic Benefit (46,189) (22,030) (90,971) (46,531) Special separation benefit expense — 1,118 — 1,118 Total Benefit $ (46,189) $ (20,912) $ (90,971) $ (45,413) |
Schedule of Allocation of Plan Assets | The assets of the Company’s pension plans were allocated as follows: As of June 30, December 31, U.S. equities 63 % 61 % Private investment funds 16 % 17 % U.S. stock index fund 8 % 9 % International equities 8 % 9 % U.S. fixed income 5 % 4 % 100 % 100 % |
Supplemental Executive Retirement Plan (SERP) [Member] | |
Schedule of Net Benefit Costs | The total cost arising from the Company’s Supplemental Executive Retirement Plan (SERP) consists of the following components: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Service cost $ 228 $ 256 $ 456 $ 511 Interest cost 822 735 1,644 1,471 Amortization of prior service cost 9 82 18 165 Recognized actuarial loss 167 1,483 333 2,965 Net Periodic Cost $ 1,226 $ 2,556 $ 2,451 $ 5,112 |
Other Postretirement Benefit Plan, Defined Benefit [Member] | |
Schedule of Net Benefit Costs | Other Postretirement Plans. The total benefit arising from the Company’s other postretirement plans consists of the following components: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Interest cost $ 25 $ 10 $ 49 $ 46 Amortization of prior service credit (2) (2) (4) (4) Recognized actuarial gain (710) (736) (1,421) (1,755) Net Periodic Benefit $ (687) $ (728) $ (1,376) $ (1,713) |
Other Non-Operating Income (Tab
Other Non-Operating Income (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Nonoperating Income (Expense) [Abstract] | |
Summary of other non-operating income | A summary of non-operating income is as follows: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Gain on sale of businesses $ 753 $ 644 $ 1,698 $ 1,446 Foreign currency (loss) gain, net (478) 677 (1,525) 680 (Loss) gain on sale of cost method investments (51) 6,699 1,024 6,793 Gain on sale of investment in affiliate — — 604 — Gain on cost method investments — 7,783 — 10,506 Other gain, net 952 319 2,251 3,017 Total Other Non-Operating Income $ 1,176 $ 16,122 $ 4,052 $ 22,442 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Summary of Other Comprehensive Loss | The other comprehensive (loss) income consists of the following components: Three Months Ended June 30 2022 2021 Before-Tax Income After-Tax Before-Tax Income After-Tax (in thousands) Amount Tax Amount Amount Tax Amount Foreign currency translation adjustments: Translation adjustments arising during the period $ (40,928) $ — $ (40,928) $ 1,167 $ — $ 1,167 Pension and other postretirement plans: Amortization of net prior service cost included in net income 716 (185) 531 792 (214) 578 Amortization of net actuarial gain included in net income (18,082) 4,660 (13,422) (924) 249 (675) (17,366) 4,475 (12,891) (132) 35 (97) Cash flow hedge: Gain for the period 1,091 (251) 840 13 (3) 10 Other Comprehensive (Loss) Income $ (57,203) $ 4,224 $ (52,979) $ 1,048 $ 32 $ 1,080 Six Months Ended June 30 2022 2021 Before-Tax Income After-Tax Before-Tax Income After-Tax (in thousands) Amount Tax Amount Amount Tax Amount Foreign currency translation adjustments: Translation adjustments arising during the period $ (42,666) $ — $ (42,666) $ 681 $ — $ 681 Pension and other postretirement plans: Amortization of net prior service cost included in net income 1,432 (369) 1,063 1,584 (427) 1,157 Amortization of net actuarial gain included in net income (35,856) 9,241 (26,615) (3,353) 905 (2,448) (34,424) 8,872 (25,552) (1,769) 478 (1,291) Cash flow hedge: Gain for the period 2,733 (629) 2,104 634 (147) 487 Other Comprehensive Loss $ (74,357) $ 8,243 $ (66,114) $ (454) $ 331 $ (123) |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | The accumulated balances related to each component of other comprehensive income (loss) are as follows: (in thousands, net of taxes) Cumulative Unrealized Gain Cash Flow Accumulated Balance as of December 31, 2021 $ (6,298) $ 979,157 $ (1,471) $ 971,388 Other comprehensive (loss) income before reclassifications (42,666) — 1,769 (40,897) Net amount reclassified from accumulated other comprehensive income (loss) — (25,552) 335 (25,217) Other comprehensive (loss) income, net of tax (42,666) (25,552) 2,104 (66,114) Balance as of June 30, 2022 $ (48,964) $ 953,605 $ 633 $ 905,274 |
Summary of Amounts and Line Items of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows: Three Months Ended Six Months Ended Affected Line Item in the Condensed Consolidated Statements of Operations (in thousands) 2022 2021 2022 2021 Pension and Other Postretirement Plans: Amortization of net prior service cost $ 716 $ 792 $ 1,432 $ 1,584 (1) Amortization of net actuarial gain (18,082) (924) (35,856) (3,353) (1) (17,366) (132) (34,424) (1,769) Before tax 4,475 35 8,872 478 (Benefit from) Provision for Income Taxes (12,891) (97) (25,552) (1,291) Net of Tax Cash Flow Hedge 151 153 335 307 Interest expense Total reclassification for the period $ (12,740) $ 56 $ (25,217) $ (984) 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 11) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | |
Summary of Segment Reporting Information, by Operating Segment | The following tables summarize the financial information related to each of the Company’s business segments: Three months ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Operating Revenues Education $ 353,013 $ 339,984 $ 711,025 $ 669,301 Television broadcasting 122,386 119,966 245,805 233,591 Manufacturing 127,062 141,123 243,002 257,083 Healthcare 76,385 54,696 143,640 104,739 Automotive 147,602 90,273 298,569 158,000 Other businesses 107,326 55,626 206,943 91,938 Corporate office — — — — Intersegment elimination (472) (516) (961) (1,045) $ 933,302 $ 801,152 $ 1,848,023 $ 1,513,607 Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets Education $ 22,769 $ 19,221 $ 47,327 $ 43,369 Television broadcasting 41,042 36,964 82,300 71,301 Manufacturing 9,666 19,038 24,804 34,932 Healthcare 7,250 9,375 14,538 17,296 Automotive 7,365 3,785 14,443 4,309 Other businesses (23,031) (18,565) (50,461) (37,781) Corporate office (10,844) (14,570) (23,851) (29,350) $ 54,217 $ 55,248 $ 109,100 $ 104,076 Amortization of Intangible Assets and Impairment of Long-Lived Assets Education $ 4,064 $ 6,073 $ 8,210 $ 11,285 Television broadcasting 1,360 1,361 2,720 2,720 Manufacturing 5,164 6,610 10,327 13,597 Healthcare 988 780 1,917 1,561 Automotive — — — — Other businesses 3,313 2,833 6,627 3,478 Corporate office — — — — $ 14,889 $ 17,657 $ 29,801 $ 32,641 Income (Loss) from Operations Education $ 18,705 $ 13,148 $ 39,117 $ 32,084 Television broadcasting 39,682 35,603 79,580 68,581 Manufacturing 4,502 12,428 14,477 21,335 Healthcare 6,262 8,595 12,621 15,735 Automotive 7,365 3,785 14,443 4,309 Other businesses (26,344) (21,398) (57,088) (41,259) Corporate office (10,844) (14,570) (23,851) (29,350) $ 39,328 $ 37,591 $ 79,299 $ 71,435 Equity in Earnings of Affiliates, Net 1,427 1,776 4,031 15,204 Interest Expense, Net (15,277) (5,477) (25,979) (13,035) Non-Operating Pension and Postretirement Benefit Income, Net 50,871 25,216 101,376 54,003 (Loss) Gain on Marketable Equity Securities, Net (165,540) 83,698 (118,628) 162,912 Other Income, Net 1,176 16,122 4,052 22,442 (Loss) Income Before Income Taxes $ (88,015) $ 158,926 $ 44,151 $ 312,961 Three months ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Depreciation of Property, Plant and Equipment Education $ 8,531 $ 7,482 $ 17,036 $ 15,262 Television broadcasting 3,085 3,543 6,374 7,016 Manufacturing 2,323 2,427 4,751 4,944 Healthcare 455 331 865 648 Automotive 752 490 1,529 1,020 Other businesses 4,114 2,169 8,029 3,929 Corporate office 153 158 304 326 $ 19,413 $ 16,600 $ 38,888 $ 33,145 Pension Service Cost Education $ 1,931 $ 2,398 $ 4,467 $ 4,681 Television broadcasting 856 956 1,782 1,791 Manufacturing 224 246 552 641 Healthcare 93 108 279 280 Automotive 5 — 11 — Other businesses 477 487 997 856 Corporate office 1,407 1,682 2,936 3,230 $ 4,993 $ 5,877 $ 11,024 $ 11,479 Asset information for the Company’s business segments is as follows: As of (in thousands) June 30, 2022 December 31, 2021 Identifiable Assets Education $ 1,824,482 $ 2,026,782 Television broadcasting 429,070 448,627 Manufacturing 500,918 486,304 Healthcare 217,190 194,823 Automotive 268,156 238,200 Other businesses 623,159 689,872 Corporate office 112,979 68,962 $ 3,975,954 $ 4,153,570 Investments in Marketable Equity Securities 648,604 809,997 Investments in Affiliates 172,612 155,444 Prepaid Pension Cost 2,364,135 2,306,514 Total Assets $ 7,161,305 $ 7,425,525 |
Education [Member] | |
Segment Reporting Information [Line Items] | |
Summary of Segment Reporting Information, by Operating Segment | The Company’s education division comprises the following operating segments: Three Months Ended Six months ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Operating Revenues Kaplan international $ 200,871 $ 181,276 $ 405,384 $ 353,171 Higher education 72,975 78,740 148,783 154,426 Supplemental education 77,546 77,911 153,850 157,566 Kaplan corporate and other 4,454 3,615 8,799 6,978 Intersegment elimination (2,833) (1,558) (5,791) (2,840) $ 353,013 $ 339,984 $ 711,025 $ 669,301 Income (Loss) From Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets Kaplan international $ 19,063 $ 14,077 $ 39,627 $ 24,284 Higher education 2,704 2,374 7,741 8,627 Supplemental education 4,829 8,813 8,200 21,310 Kaplan corporate and other (3,771) (6,042) (8,204) (10,949) Intersegment elimination (56) (1) (37) 97 $ 22,769 $ 19,221 $ 47,327 $ 43,369 Amortization of Intangible Assets $ 4,064 $ 3,914 $ 8,210 $ 8,079 Impairment of Long-Lived Assets $ — $ 2,159 $ — $ 3,206 Income (Loss) from Operations Kaplan international $ 19,063 $ 14,077 $ 39,627 $ 24,284 Higher education 2,704 2,374 7,741 8,627 Supplemental education 4,829 8,813 8,200 21,310 Kaplan corporate and other (7,835) (12,115) (16,414) (22,234) Intersegment elimination (56) (1) (37) 97 $ 18,705 $ 13,148 $ 39,117 $ 32,084 Depreciation of Property, Plant and Equipment Kaplan international $ 5,794 $ 4,835 $ 11,549 $ 10,087 Higher education 1,064 873 2,084 1,725 Supplemental education 1,578 1,670 3,217 3,246 Kaplan corporate and other 95 104 186 204 $ 8,531 $ 7,482 $ 17,036 $ 15,262 Pension Service Cost Kaplan international $ 63 $ 77 $ 135 $ 148 Higher education 820 1,137 1,901 2,220 Supplemental education 895 976 2,077 1,907 Kaplan corporate and other 153 208 354 406 $ 1,931 $ 2,398 $ 4,467 $ 4,681 Asset information for the Company’s education division is as follows: As of (in thousands) June 30, 2022 December 31, 2021 Identifiable Assets Kaplan international $ 1,320,183 $ 1,493,868 Higher education 177,954 187,789 Supplemental education 268,054 286,877 Kaplan corporate and other 58,291 58,248 $ 1,824,482 $ 2,026,782 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Recent Accounting Pronouncements (Organization and Basis of Presentation) (Narrative) (Details) | Jun. 30, 2022 televisionStation |
Television Broadcasting [Member] | |
Number of television broadcast stations | 7 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions of Businesses (Acquisitions) (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 14, 2021 USD ($) | May 31, 2022 business | Dec. 31, 2021 USD ($) business | Nov. 30, 2021 business | Dec. 31, 2021 USD ($) business | Jul. 05, 2022 USD ($) store | Jun. 30, 2022 USD ($) | Dec. 28, 2021 USD ($) | Jun. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 6 | ||||||||
Acquisition purchase price | $ 392,400,000 | ||||||||
Business Acquisition, Transaction Costs | $ 1,400,000 | ||||||||
Goodwill expected to be deductible for income tax purposes | $ 80,000,000 | $ 80,000,000 | |||||||
Education [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 1 | 2 | |||||||
Other Businesses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 1 | ||||||||
Other Businesses [Member] | Leaf Group [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Compensation Liabilities Assumed | $ 9,200,000 | ||||||||
Acquisition purchase price | $ 308,600,000 | ||||||||
Graham Healthcare Group [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 2 | 2 | 2 | ||||||
Graham Healthcare Group [Member] | Weiss | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of Shares Eligible to be Redeemed | 10% | 10% | |||||||
Graham Healthcare Group [Member] | Weiss | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interest acquired | 50.10% | 50.10% | |||||||
Redeemable noncontrolling interest | $ 6,600,000 | $ 6,600,000 | |||||||
Automotive [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 1 | ||||||||
Floor plan payables | $ 45,700,000 | ||||||||
Automotive [Member] | Ford auto dealership | |||||||||
Business Acquisition [Line Items] | |||||||||
Amount Borrowed to Finance Business Acquisition | $ 22,500,000 | ||||||||
Floor plan payables | $ 16,200,000 | ||||||||
Subsequent Event [Member] | Automotive [Member] | Auto dealerships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Amount Borrowed to Finance Business Acquisition | $ 77,400,000 | ||||||||
Floor plan payables | $ 10,900,000 | ||||||||
Number of Stores | store | 2 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions of Businesses (Dispositions and Other) (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase of redeemable noncontrolling interest | $ 0 | ||
Hoover Treated Wood Products [Member] | Manufacturing [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase of redeemable noncontrolling interest | $ 3,500 | ||
Ownership percentage by parent | 100% |
Acquisitions and Dispositions_5
Acquisitions and Dispositions of Businesses (Assets Acquired and Liabilities Assumed) (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,617,648 | $ 1,649,582 |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 17,928 | |
Inventory | 25,383 | |
Property, plant and equipment | 13,126 | |
Lease right-of-use assets | 25,890 | |
Goodwill | 204,070 | |
Indefinite-lived intangible assets | 22,200 | |
Amortized intangible assets | 99,800 | |
Other assets | 4,911 | |
Deferred income tax asset | 44,975 | |
Floor plan payables | (16,198) | |
Other liabilities | (52,760) | |
Current and noncurrent lease liabilities | (25,593) | |
Redeemable noncontrolling interest | (6,616) | |
Aggregate purchase price, net of cash acquired | $ 357,116 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions of Businesses (Pro Forma Financials) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Pro forma operating revenues | $ 934,076 | $ 903,405 | $ 1,851,383 | $ 1,728,945 |
Pro forma net (loss) income | $ (66,299) | $ 113,875 | $ 31,152 | $ 225,206 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) $ in Thousands, £ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) investment shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) investment shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 GBP (£) investment shares | Dec. 31, 2021 USD ($) shares | |
Schedule of Investments [Line Items] | |||||||
Money Market Investments | $ 17,800 | $ 17,800 | $ 0 | ||||
Marketable equity securities | 648,604 | 648,604 | 809,997 | ||||
Payments to Acquire Marketable Securities | 31,468 | $ 48,036 | |||||
Cumulative realized gain on marketable securities | 39,100 | 27,700 | |||||
Proceeds from sales of marketable equity securities | 74,233 | 37,629 | |||||
Gain on sale of investment in affiliate | 0 | $ 0 | 604 | 0 | |||
Cumulative undistributed income in investments in affiliates | 54,300 | 54,300 | 52,500 | ||||
Cost method investments | 52,300 | 52,300 | $ 48,900 | ||||
Gain on cost method investments | $ 0 | 7,783 | $ 0 | 10,506 | |||
Concentration in single marketable equity security [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Number of marketable equity securities greater than 5% of total assets | investment | 0 | 0 | 0 | ||||
Equity Securities [Member] | Concentration in single marketable equity security [Member] | Assets, Total [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Minimum percentage of total assets considered as significant concentrations | 5% | ||||||
Markel Corporation [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Number of Shares Held in Investment | shares | 55,430 | 55,430 | 55,430 | 44,430 | |||
Marketable equity securities | $ 71,700 | $ 71,700 | $ 54,800 | ||||
Intersection Holdings [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 12% | 12% | 12% | ||||
Graham Healthcare Group [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Revenue from Related Parties | $ 3,700 | $ 2,700 | $ 7,000 | $ 5,200 | |||
Graham Healthcare Group [Member] | Residential Home Health Illinois [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 40% | 40% | 40% | ||||
Graham Healthcare Group [Member] | Residential Hospice Illinois [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 40% | 40% | 40% | ||||
Gain on sale of investment in affiliate | $ 600 | ||||||
Graham Healthcare Group [Member] | Residential And Michigan Hospital Joint Venture [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 40% | 40% | 40% | ||||
Graham Healthcare Group [Member] | Celtic Healthcare Allegheny Health Network Joint Venture [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 40% | 40% | 40% | ||||
Graham Healthcare Group [Member] | Residential Home Health Illinois and Residential Hospice Illinois [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Additional investment in equity affiliates | $ 18,500 | ||||||
KIHL [Member] | York Joint Venture [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 45% | 45% | 45% | ||||
Advances to Affiliate | £ | £ 22 | ||||||
Loan Receivable, Payment Terms | 25 years | ||||||
Loan Receivable Fixed Interest Rate | 7% |
Investments (Investments in Mar
Investments (Investments in Marketable Equity Securities) (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments [Abstract] | ||
Total Cost | $ 269,576 | $ 273,201 |
Gross unrealized gains | 382,007 | 537,915 |
Gross unrealized losses | (2,979) | (1,119) |
Total Fair Value | $ 648,604 | $ 809,997 |
Investments (Gain (Loss) on Mar
Investments (Gain (Loss) on Marketable Equity Securities) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments [Abstract] | ||||
(Loss) gain on marketable equity securities, net | $ (165,540) | $ 83,698 | $ (118,628) | $ 162,912 |
Less: Net losses (gains) in earnings from marketable equity securities sold and donated | 4,838 | (8,161) | 10,605 | (8,161) |
Net unrealized (losses) gains in earnings from marketable equity securities still held at the end of the period | $ (160,702) | $ 75,537 | $ (108,023) | $ 154,751 |
Accounts Receivable, Accounts_3
Accounts Receivable, Accounts Payable and Accrued Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounts Receivable Accounts Payable And Accrued Liabilities [Abstract] | |||||
Credit loss expense | $ 700 | $ 1,400 | $ 2,218 | $ 2,506 | |
Cash overdrafts | $ 11,600 | $ 11,600 | $ 5,500 |
Accounts Receivable, Accounts_4
Accounts Receivable, Accounts Payable and Accrued Liabilities (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | ||
Receivable from contracts with customers, less estimated credit losses | $ 449,268 | $ 589,582 |
Other receivables | 26,065 | 17,889 |
Accounts receivable, net | 475,333 | 607,471 |
Estimated credit losses | 22,093 | 21,836 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accounts payable | 143,196 | 126,985 |
Accrued compensation and related benefits | 155,031 | 179,307 |
Other accrued liabilities | 261,895 | 277,337 |
Total Accounts payable and Accrued liabilities | $ 560,122 | $ 583,629 |
Inventories, Contracts in Pro_3
Inventories, Contracts in Progress and Vehicle Floor Plan Payable (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory [Line Items] | ||||
Weighted average interest rate | 4.70% | 4.90% | 4.50% | 5% |
Automotive [Member] | ||||
Inventory [Line Items] | ||||
Borrowing capacity | $ 70,900,000 | $ 70,900,000 | ||
Vehicle floor plan payable | 45,700,000 | 45,700,000 | ||
Floor plan assistance | $ 1,100,000 | $ 800,000 | $ 2,000,000 | $ 1,400,000 |
Truist Floor Plan Facility [Member] | Automotive [Member] | Secured Overnight Financing Rates (SOFR) [Member] | ||||
Inventory [Line Items] | ||||
Applicable interest rate margin | 1.19% | |||
Ford Floor Plan Facility [Member] | Automotive [Member] | Prime Rate [Member] | ||||
Inventory [Line Items] | ||||
Applicable interest rate margin | 1.50% | |||
Vehicle Floor Plan Facility [Member] | Automotive [Member] | ||||
Inventory [Line Items] | ||||
Weighted average interest rate | 2.20% | 1.20% | 2.10% | 1.20% |
Minimum [Member] | Ford Floor Plan Facility [Member] | Automotive [Member] | Prime Rate [Member] | ||||
Inventory [Line Items] | ||||
Interest rate | 3.50% | 3.50% |
Inventories, Contracts in Pro_4
Inventories, Contracts in Progress and Vehicle Floor Plan Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory, Net of Allowances, Customer Advances and Progress Billings [Abstract] | ||
Raw materials | $ 65,049 | $ 54,944 |
Work-in-process | 15,835 | 11,506 |
Finished goods | 97,137 | 72,796 |
Contracts in progress | 259 | 2,225 |
Inventories and contracts in progress | $ 178,280 | $ 141,471 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Other Intangible Assets) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Amortized Intangible Assets [Line Items] | ||||
Goodwill and intangible asset impairment charge | $ 0 | $ 3,768 | $ 0 | $ 4,815 |
Amortization of Intangible Assets | ||||
Amortization of intangible assets | 14,889 | $ 13,889 | 29,801 | $ 27,826 |
Estimated amortization of intangible assets, remainder of 2022 | 29,000 | 29,000 | ||
Estimated amortization of intangible assets, 2023 | 51,000 | 51,000 | ||
Estimated amortization of intangible assets, 2024 | 39,000 | 39,000 | ||
Estimated amortization of intangible assets, 2025 | 31,000 | 31,000 | ||
Estimated amortization of intangible assets, 2026 | 26,000 | 26,000 | ||
Estimated amortization of intangible assets, after 2026 | $ 41,000 | $ 41,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill) (Details 1) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,029,598 |
Accumulated impairment losses, beginning balance | (380,016) |
Goodwill, net, beginning balance | 1,649,582 |
Measurement period adjustments | (933) |
Acquisitions | 5,971 |
Foreign currency exchange rate changes | (36,972) |
Goodwill, ending balance | 1,997,664 |
Accumulated impairment losses, ending balance | (380,016) |
Goodwill, net, ending balance | 1,617,648 |
Education [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,186,236 |
Accumulated impairment losses, beginning balance | (331,151) |
Goodwill, net, beginning balance | 855,085 |
Measurement period adjustments | 1,000 |
Acquisitions | 0 |
Foreign currency exchange rate changes | (36,972) |
Goodwill, ending balance | 1,150,264 |
Accumulated impairment losses, ending balance | (331,151) |
Goodwill, net, ending balance | 819,113 |
Education [Member] | Kaplan International [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 621,268 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 621,268 |
Measurement period adjustments | 0 |
Foreign currency exchange rate changes | (36,962) |
Goodwill, ending balance | 584,306 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 584,306 |
Education [Member] | Higher Education [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 174,564 |
Accumulated impairment losses, beginning balance | (111,324) |
Goodwill, net, beginning balance | 63,240 |
Measurement period adjustments | 0 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 174,564 |
Accumulated impairment losses, ending balance | (111,324) |
Goodwill, net, ending balance | 63,240 |
Education [Member] | Supplemental Education [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 390,404 |
Accumulated impairment losses, beginning balance | (219,827) |
Goodwill, net, beginning balance | 170,577 |
Measurement period adjustments | 1,000 |
Foreign currency exchange rate changes | (10) |
Goodwill, ending balance | 391,394 |
Accumulated impairment losses, ending balance | (219,827) |
Goodwill, net, ending balance | 171,567 |
Television Broadcasting [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 190,815 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 190,815 |
Measurement period adjustments | 0 |
Acquisitions | 0 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 190,815 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 190,815 |
Manufacturing [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 234,993 |
Accumulated impairment losses, beginning balance | (34,302) |
Goodwill, net, beginning balance | 200,691 |
Measurement period adjustments | 0 |
Acquisitions | 0 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 234,993 |
Accumulated impairment losses, ending balance | (34,302) |
Goodwill, net, ending balance | 200,691 |
Healthcare [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 118,329 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 118,329 |
Measurement period adjustments | 250 |
Acquisitions | 5,971 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 124,550 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 124,550 |
Automotive [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 45,826 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 45,826 |
Measurement period adjustments | 0 |
Acquisitions | 0 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 45,826 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 45,826 |
Other Businesses [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 253,399 |
Accumulated impairment losses, beginning balance | (14,563) |
Goodwill, net, beginning balance | 238,836 |
Measurement period adjustments | (2,183) |
Acquisitions | 0 |
Foreign currency exchange rate changes | 0 |
Goodwill, ending balance | 251,216 |
Accumulated impairment losses, ending balance | (14,563) |
Goodwill, net, ending balance | $ 236,653 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 579,378 | $ 581,877 |
Accumulated Amortization | 362,766 | 334,757 |
Net Carrying Amount | 216,612 | 247,120 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 137,545 | 142,180 |
Trade Names and Trademarks [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 82,316 | 86,972 |
Franchise Agreements [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 44,058 | 44,058 |
FCC licenses [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 11,000 | 11,000 |
Licensure and Accreditation [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 150 | 150 |
Other [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 21 | 0 |
Student and Customer Relationships [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | 297,886 | 300,027 |
Accumulated Amortization | 218,349 | 206,714 |
Net Carrying Amount | $ 79,537 | $ 93,313 |
Student and Customer Relationships [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 2 years | 2 years |
Student and Customer Relationships [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Trade Names and Trademarks [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 158,006 | $ 158,365 |
Accumulated Amortization | 75,092 | 68,113 |
Net Carrying Amount | $ 82,914 | $ 90,252 |
Trade Names and Trademarks [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 2 years | 2 years |
Trade Names and Trademarks [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Databases and Technology [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 36,186 | $ 36,585 |
Accumulated Amortization | 29,309 | 26,464 |
Net Carrying Amount | $ 6,877 | $ 10,121 |
Databases and Technology [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 3 years | 3 years |
Databases and Technology [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 6 years | 6 years |
Network Affiliation Agreements [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Gross Carrying Amount | $ 17,400 | $ 17,400 |
Accumulated Amortization | 9,497 | 8,628 |
Net Carrying Amount | 7,903 | 8,772 |
Non-compete Agreements [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | 993 | 991 |
Net Carrying Amount | $ 7 | $ 9 |
Non-compete Agreements [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 2 years | 2 years |
Non-compete Agreements [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Other [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 68,900 | $ 68,500 |
Accumulated Amortization | 29,526 | 23,847 |
Net Carrying Amount | $ 39,374 | $ 44,653 |
Other [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 1 year | 1 year |
Other [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Line Items] | ||
Useful Life | 8 years | 8 years |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 GBP (£) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Average borrowings outstanding | $ 638,300,000 | $ 525,500,000 | $ 648,800,000 | $ 520,000,000 | |||
Weighted average interest rate | 4.70% | 4.90% | 4.50% | 5% | |||
Interest Expense, Net | $ (15,277,000) | $ (5,477,000) | $ (25,979,000) | $ (13,035,000) | |||
Interest expense | 15,973,000 | 7,353,000 | 27,390,000 | 15,801,000 | |||
Interest income | 696,000 | 1,876,000 | 1,411,000 | 2,766,000 | |||
5.75% Unsecured Notes maturing in 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | $ 2,800,000 | $ 2,800,000 | $ 2,800,000 | $ 3,200,000 | |||
Interest rate | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | ||
Fair value of debt instrument | $ 394,500,000 | $ 394,500,000 | $ 394,500,000 | $ 417,500,000 | |||
Commercial note with Truist Bank maturing in 2031 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | 100,000 | 100,000 | 100,000 | 100,000 | |||
Five-Year Credit Agreement maturing in 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility current borrowing capacity | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Line of credit facility outstanding | 150,804,000 | 150,804,000 | 150,804,000 | $ 209,643,000 | |||
USD revolving credit facility borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility outstanding | $ 90,000,000 | $ 90,000,000 | $ 90,000,000 | ||||
GBP revolving credit facility borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility outstanding | £ | £ 50,000,000 | ||||||
Pinnacle Bank Term Loan maturing in 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.15% | 4.15% | 4.15% | 4.15% | |||
Minimum [Member] | Commercial note with Truist Bank maturing in 2031 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.85% | 1.85% | 1.85% | 1.85% | |||
Minimum [Member] | Five-Year Credit Agreement maturing in 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.61% | 1.61% | 1.61% | 1.61% | |||
Minimum [Member] | Other Indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0% | 0% | 0% | 0% | |||
Maximum [Member] | Commercial note with Truist Bank maturing in 2031 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.72% | 2.72% | 2.72% | 2.72% | |||
Maximum [Member] | Five-Year Credit Agreement maturing in 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.38% | 4.38% | 4.38% | 4.38% | |||
Maximum [Member] | Other Indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 16% | 16% | 16% | 16% | |||
Secured Overnight Financing Rates (SOFR) [Member] | USD revolving credit facility borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable interest rate margin | 1.375% | ||||||
Sterling Overnight Interbank Average Rate (SONIA) [Member] | GBP revolving credit facility borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable interest rate margin | 1.375% | ||||||
Securities Subject to Mandatory Redemption [Member] | Graham Healthcare Group [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest Expense, Net | $ 100,000 | ||||||
Interest expense | $ 8,000,000 | $ 11,400,000 | |||||
Interest income | $ 1,000,000 |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Other indebtedness | $ 3,590 | $ 4,466 | |
Total Debt | 606,152 | 667,501 | |
Less: current portion | (94,578) | (141,749) | |
Total Long-Term Debt | 511,574 | 525,752 | |
5.75% Unsecured Notes maturing in 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured notes | [1] | 397,186 | 396,830 |
Unamortized debt issuance costs | $ 2,800 | $ 3,200 | |
Stated interest rate | 5.75% | 5.75% | |
Effective interest rate | 5.75% | ||
Five-Year Credit Agreement maturing in 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 150,804 | $ 209,643 | |
Effective interest rate | 2% | ||
Commercial note with Truist Bank maturing in 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Commercial note | [2] | $ 24,013 | 24,504 |
Unamortized debt issuance costs | $ 100 | 100 | |
Effective interest rate | 2.16% | ||
Commercial note with Truist Bank maturing in 2032 [Member] | |||
Debt Instrument [Line Items] | |||
Commercial note | $ 21,563 | 22,500 | |
Effective interest rate | 2.41% | ||
Pinnacle Bank Term Loan maturing in 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Loans Payable to Bank | $ 8,996 | $ 9,558 | |
Stated interest rate | 4.15% | ||
Effective interest rate | 4.19% | ||
Minimum [Member] | Five-Year Credit Agreement maturing in 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.61% | ||
Minimum [Member] | Commercial note with Truist Bank maturing in 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.85% | ||
Minimum [Member] | Commercial note with Truist Bank maturing in 2032 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.10% | ||
Minimum [Member] | Other Indebtedness [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0% | ||
Maximum [Member] | Five-Year Credit Agreement maturing in 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.38% | ||
Maximum [Member] | Commercial note with Truist Bank maturing in 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.72% | ||
Maximum [Member] | Commercial note with Truist Bank maturing in 2032 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.97% | ||
Maximum [Member] | Other Indebtedness [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 16% | ||
[1] The carrying value is net of $2.8 million and $3.2 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021, respectively . The carrying value is net of $0.1 million of unamortized debt issuance costs as of June 30, 2022 and December 31, 2021 . |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Impairment of long-lived assets | $ 0 | $ 3,768 | $ 0 | $ 4,815 |
Gain on cost method investments | $ 0 | $ 7,783 | $ 0 | $ 10,506 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value of Financial Assets and Liabilities) (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Assets | |||
Money Market Investments | $ 17,800 | $ 0 | |
Marketable equity securities | 648,604 | 809,997 | |
Fair Value, Recurring [Member] | |||
Assets | |||
Money Market Investments | [1] | 17,773 | |
Marketable equity securities | [2] | 648,604 | 809,997 |
Other current investments | [3] | 14,227 | 14,448 |
Interest Rate Swap | [4] | 610 | |
Total Financial Assets | 681,214 | 824,445 | |
Liabilities | |||
Contingent consideration liabilities | [5] | 10,873 | 14,881 |
Interest rate swap | [6] | 2,049 | |
Foreign exchange swap | [7] | 484 | |
Mandatorily redeemable noncontrolling interest | [8] | 25,149 | 13,661 |
Total Financial Liabilities | 36,022 | 31,075 | |
Level 1 | Fair Value, Recurring [Member] | |||
Assets | |||
Money Market Investments | [1] | 0 | |
Marketable equity securities | [2] | 648,604 | 809,997 |
Other current investments | [3] | 7,890 | 7,230 |
Interest Rate Swap | [4] | 0 | |
Total Financial Assets | 656,494 | 817,227 | |
Liabilities | |||
Contingent consideration liabilities | [5] | 0 | 0 |
Interest rate swap | [6] | 0 | |
Foreign exchange swap | [7] | 0 | |
Mandatorily redeemable noncontrolling interest | [8] | 0 | 0 |
Total Financial Liabilities | 0 | 0 | |
Level 2 | Fair Value, Recurring [Member] | |||
Assets | |||
Money Market Investments | [1] | 17,773 | |
Marketable equity securities | [2] | 0 | 0 |
Other current investments | [3] | 6,337 | 7,218 |
Interest Rate Swap | [4] | 610 | |
Total Financial Assets | 24,720 | 7,218 | |
Liabilities | |||
Contingent consideration liabilities | [5] | 0 | 0 |
Interest rate swap | [6] | 2,049 | |
Foreign exchange swap | [7] | 484 | |
Mandatorily redeemable noncontrolling interest | [8] | 0 | 0 |
Total Financial Liabilities | 0 | 2,533 | |
Level 3 | Fair Value, Recurring [Member] | |||
Assets | |||
Money Market Investments | [1] | 0 | |
Marketable equity securities | [2] | 0 | 0 |
Other current investments | [3] | 0 | 0 |
Interest Rate Swap | [4] | 0 | |
Total Financial Assets | 0 | 0 | |
Liabilities | |||
Contingent consideration liabilities | [5] | 10,873 | 14,881 |
Interest rate swap | [6] | 0 | |
Foreign exchange swap | [7] | 0 | |
Mandatorily redeemable noncontrolling interest | [8] | 25,149 | 13,661 |
Total Financial Liabilities | $ 36,022 | $ 28,542 | |
[1]The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.[2]The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available.[3]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.[4]Included in Deferred Charges and Other Assets. 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.[5]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, Black-Scholes model, 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.[6]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.[7]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.[8]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. |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliation of Changes in Financial Liabilities Fair Value Using Level 3 Inputs) (Details 2) - Level 3 - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Contingent consideration liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 14,881 | $ 37,174 | |
Acquisition of business | 397 | ||
Changes in fair value | [1] | (3,317) | (3,720) |
Capital contributions | 0 | 0 | |
Accretion of value included in net income | [1] | 662 | 1,041 |
Settlements or distributions | (1,750) | (19,836) | |
Foreign currency exchange rate changes | 34 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | 10,873 | 14,693 | |
Mandatorily redeemable noncontrolling interest [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 13,661 | 9,240 | |
Acquisition of business | 0 | ||
Changes in fair value | [1] | 11,430 | 96 |
Capital contributions | 242 | 37 | |
Accretion of value included in net income | [1] | 0 | 0 |
Settlements or distributions | (184) | (41) | |
Foreign currency exchange rate changes | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 25,149 | $ 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 expense in the Company’s Condensed Consolidated Statements of Operations. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue recognized in period related to beginning balance | $ 271,900 | |||||
Deferred Revenue | $ 287,681 | 287,681 | $ 363,065 | |||
CARES Act relief from COVID-19 [Member] | Medicare Accelerated Advanced Payment Program Relief Fund [Member] | Graham Healthcare Group [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Government Relief, CARES Act | $ 31,500 | |||||
Deferred revenue recognized | 5,600 | $ 5,000 | 12,000 | $ 5,000 | ||
Deferred Revenue | $ 500 | $ 500 | ||||
Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of Revenue | 60% | 66% | 60% | 68% | ||
Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of Revenue | 40% | 34% | 40% | 32% | ||
U.S. [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of Revenue | 79% | 78% | 79% | 77% | ||
Non-US [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of Revenue | 21% | 22% | 21% | 23% | ||
Kaplan International [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Contract with Customer, Asset, Net, Noncurrent | $ 19,000 | $ 19,000 | $ 17,700 | |||
Supplemental Education [Member] | Long-term Contract with Customer [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Minimum Term of Contract | 12 months | |||||
Revenue Remaining Performance Obligation Percentage of Revenue Expected to be Recognized Over Next 12 Months | 75% | 75% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative 2) (Details) - Long-term Contract with Customer [Member] - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 $ in Millions | Jun. 30, 2022 USD ($) |
Kaplan International [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 456.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 10 years |
Supplemental Education [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 7.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Contract Liability) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred Revenue | $ 287,681 | $ 363,065 |
Deferred Revenue, Period Decrease Percentage | (21.00%) |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Capitalized Contract Cost) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract costs capitalized during the period | $ 20,991 | |
Costs amortized during the period | (28,911) | |
Change in capitalized contract cost, other | (1,733) | |
Balance of costs to obtain a contract | $ 16,428 | $ 26,081 |
(Loss) Earnings Per Share (Narr
(Loss) Earnings Per Share (Narrative) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividends declared per common share | $ 1.58 | $ 1.51 | $ 4.74 | $ 4.53 |
Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 105,000 | 104,000 | 105,000 | 104,000 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of (Loss) Earnings Per Share, Basic and Diluted, Including Two Class Method [Line Items] | ||||
Net (loss) income attributable to Graham Holdings Company common stockholders | $ (67,485) | $ 115,358 | $ 28,139 | $ 227,808 |
Less: Dividends-common stock outstanding and unvested restricted shares | (7,656) | (7,553) | (23,153) | (22,659) |
Undistributed (loss) earnings | $ (75,141) | $ 107,805 | $ 4,986 | $ 205,149 |
Percent allocated to common stockholders (1) | 100% | 99.34% | 99.40% | 99.34% |
Undistributed (Loss) Earnings Allocated To Common Stockholders | $ (75,141) | $ 107,089 | $ 4,956 | $ 203,786 |
Add: Dividends-common stock outstanding | 7,610 | 7,503 | 23,016 | 22,508 |
Numerator for basic (loss) earnings per share | (67,531) | 114,592 | 27,972 | 226,294 |
Add: Additional undistributed earnings due to dilutive stock options | 0 | 2 | 0 | 4 |
Numerator for diluted (loss) earnings per share | $ (67,531) | $ 114,594 | $ 27,972 | $ 226,298 |
Weighted average shares outstanding (shares) | 4,842 | 4,968 | 4,857 | 4,968 |
Denominator for diluted (loss) earnings per share (shares) | 4,842 | 4,985 | 4,870 | 4,981 |
Graham Holdings Company Common Stockholders: | ||||
Basic (loss) income per common share (in usd per share) | $ (13.95) | $ 23.07 | $ 5.76 | $ 45.55 |
Diluted (loss) income per common share (in usd per share) | $ (13.95) | $ 22.99 | $ 5.74 | $ 45.43 |
Stock Option Plan [Member] | ||||
Schedule of (Loss) Earnings Per Share, Basic and Diluted, Including Two Class Method [Line Items] | ||||
Add: Effect of dilutive stock options (shares) | 0 | 17 | 13 | 13 |
(Loss) Earnings Per Share (De_2
(Loss) Earnings Per Share (Details 2) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 17 | 13 | 17 | 10 |
Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 13 | 0 | 0 | 0 |
Pension and Postretirement Pl_3
Pension and Postretirement Plans (Narrative) (Details) - Defined Benefit Pension Plan [Member] $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) investment country | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) investment country | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) investment | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Special separation benefit expense | $ 0 | $ 1,118 | $ 0 | $ 1,118 | |
Percent of plan assets managed internally by the company | 40% | ||||
Percent of plan assets managed by investment companies | 60% | ||||
Number of investment companies actively managing plan assets | country | 2 | 2 | |||
Percentage of total plan assets | 100% | 100% | 100% | ||
Berkshire Hathaway Common Stock [Member] | Investment Manager 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation maximum percentage of assets, singular equity security, without prior approval by plan administrator | 20% | ||||
Alphabet and Berkshire Hathaway Common Stock [Member] | Investment Manager 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation maximum percentage of assets, singular equity security, without prior approval by plan administrator | 15% | ||||
Foreign Investments [Member] | Maximum [Member] | Investment Manager 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation percentage of assets | 30% | 30% | |||
Foreign Investments [Member] | Maximum [Member] | Investment Manager 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation percentage of assets | 15% | 15% | |||
Fixed income securities [Member] | Minimum [Member] | Investment Manager 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation percentage of assets | 10% | 10% | |||
Private investment fund [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Percentage of total plan assets | 16% | 16% | 17% | ||
Single Equity Concentration [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation maximum percentage of assets, singular equity security, without prior approval by plan administrator | 10% | 10% | |||
Value of investments | $ 782,400 | $ 782,400 | $ 998,800 | ||
Percentage of total plan assets | 31% | 31% | 29% | ||
Single Equity Concentration [Member] | Equity Securities [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of investments the company's pension plan held which individually exceed 10% of total plan assets | investment | 1 | 1 | 1 | ||
Single Equity Concentration [Member] | Private investment fund [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of investments the company's pension plan held which individually exceed 10% of total plan assets | investment | 1 | 1 | 1 | ||
Concentration In Single Entity, Type Of Industry, Foreign Country Or Individual Fund [Member] | Defined Benefit Plan Assets Total [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Minimum percentage of plan assets considered as significant concentrations in pension plans | 10% | ||||
Dekko [Member] | Separation Incentive Program [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Special separation benefit expense | $ 1,100 |
Pension and Postretirement Pl_4
Pension and Postretirement Plans (Total Benefit/Cost) (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 4,993 | $ 5,877 | $ 11,024 | $ 11,479 |
Net Periodic Cost (Benefit) | (90,971) | (45,413) | ||
Defined Benefit Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 4,993 | 5,877 | 11,024 | 11,479 |
Interest cost | 7,611 | 6,754 | 15,281 | 13,408 |
Expected return on assets | (41,963) | (33,702) | (83,926) | (68,278) |
Amortization of prior service cost (credit) | 709 | 712 | 1,418 | 1,423 |
Recognized actuarial loss (gain) | (17,539) | (1,671) | (34,768) | (4,563) |
Net Periodic Cost (Benefit) | (46,189) | (22,030) | (90,971) | (46,531) |
Special separation benefit expense | 0 | 1,118 | 0 | 1,118 |
Net Periodic Cost (Benefit) | (46,189) | (20,912) | (90,971) | (45,413) |
Supplemental Executive Retirement Plan (SERP) [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 228 | 256 | 456 | 511 |
Interest cost | 822 | 735 | 1,644 | 1,471 |
Amortization of prior service cost (credit) | 9 | 82 | 18 | 165 |
Recognized actuarial loss (gain) | 167 | 1,483 | 333 | 2,965 |
Net Periodic Cost (Benefit) | 1,226 | 2,556 | 2,451 | 5,112 |
Other Postretirement Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 25 | 10 | 49 | 46 |
Amortization of prior service cost (credit) | (2) | (2) | (4) | (4) |
Recognized actuarial loss (gain) | (710) | (736) | (1,421) | (1,755) |
Net Periodic Cost (Benefit) | $ (687) | $ (728) | $ (1,376) | $ (1,713) |
Pension and Postretirement Pl_5
Pension and Postretirement Plans (Asset Allocation) (Details 2) - Defined Benefit Pension Plans [Member] | Jun. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 100% | 100% |
U.S. equities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 63% | 61% |
Private investment fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 16% | 17% |
U.S. stock index fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 8% | 9% |
International equities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 8% | 9% |
U.S. fixed income [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan Assets Allocation (Percent) | 5% | 4% |
Other Non-Operating Income (Nar
Other Non-Operating Income (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Education [Member] | Higher Education [Member] | Kaplan University Transaction [Member] | ||||
Schedule of Non-Operating Income (Expense) [Line Items] | ||||
Gain related to contingent consideration | $ 0.8 | $ 0.6 | $ 1.7 | $ 1.5 |
Other Non-Operating Income (Det
Other Non-Operating Income (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Nonoperating Income (Expense) [Abstract] | ||||
Gain on sale of businesses | $ 753 | $ 644 | $ 1,698 | $ 1,446 |
Foreign currency (loss) gain, net | (478) | 677 | (1,525) | 680 |
(Loss) gain on sale of cost method investments | (51) | 6,699 | 1,024 | 6,793 |
Gain on sale of investment in affiliate | 0 | 0 | 604 | 0 |
Gain on cost method investments | 0 | 7,783 | 0 | 10,506 |
Other gain, net | 952 | 319 | 2,251 | 3,017 |
Total Other Non-Operating Income | 1,176 | 16,122 | 4,052 | 22,442 |
Equity Securities, FV-NI, Realized Gain (Loss) | $ (4,838) | $ 8,161 | $ (10,605) | $ 8,161 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Components of OCI) (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Other Comprehensive Income (Loss), before tax | $ (57,203) | $ 1,048 | $ (74,357) | $ (454) | |||
Other Comprehensive Income (Loss), income tax | 4,224 | 32 | 8,243 | 331 | |||
Other Comprehensive Income (Loss), Net of Tax | (52,979) | $ (13,135) | 1,080 | $ (1,203) | (66,114) | (123) | |
Foreign Currency Translation Adjustment [Member] | |||||||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (42,666) | ||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | ||||||
Other Comprehensive Income (Loss), before tax | (40,928) | 1,167 | (42,666) | 681 | |||
Other Comprehensive Income (Loss), income tax | 0 | 0 | 0 | 0 | |||
Other Comprehensive Income (Loss), Net of Tax | (40,928) | 1,167 | (42,666) | 681 | |||
Pension and Other Postretirement Plans [Member] | |||||||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | ||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | (17,366) | (132) | (34,424) | (1,769) | |||
Reclassification from AOCI, Current Period, Tax | 4,475 | 35 | 8,872 | 478 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (12,891) | (97) | (25,552) | (1,291) | |||
Other Comprehensive Income (Loss), before tax | (17,366) | (132) | (34,424) | (1,769) | |||
Other Comprehensive Income (Loss), income tax | 4,475 | 35 | 8,872 | 478 | |||
Other Comprehensive Income (Loss), Net of Tax | (12,891) | (97) | (25,552) | (1,291) | |||
Net Prior Service (Credit) Cost [Member] | |||||||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1] | 716 | 792 | 1,432 | 1,584 | ||
Reclassification from AOCI, Current Period, Tax | (185) | (214) | (369) | (427) | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 531 | 578 | 1,063 | 1,157 | |||
Net Actuarial Gain [Member] | |||||||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1] | (18,082) | (924) | (35,856) | (3,353) | ||
Reclassification from AOCI, Current Period, Tax | 4,660 | 249 | 9,241 | 905 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (13,422) | (675) | (26,615) | (2,448) | |||
Cash Flow Hedges [Member] | |||||||
Other Comprehensive Income (Loss) [Line Items] | |||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 1,769 | ||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 335 | ||||||
Other Comprehensive Income (Loss), before tax | 1,091 | 13 | 2,733 | 634 | |||
Other Comprehensive Income (Loss), income tax | (251) | (3) | (629) | (147) | |||
Other Comprehensive Income (Loss), Net of Tax | $ 840 | $ 10 | $ 2,104 | $ 487 | |||
[1]These accumulated other comprehensive income components are included in the computation of net periodic pension and postretirement plan cost (see Note 11) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) (AOCI balances) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
As of | $ 4,472,941 | $ 4,411,669 | $ 3,864,839 | $ 3,766,393 | $ 4,411,669 | $ 3,766,393 |
Other Comprehensive (Loss) Income, Net of Tax | (52,979) | (13,135) | 1,080 | (1,203) | (66,114) | (123) |
As of | 4,322,243 | 4,472,941 | 3,975,912 | $ 3,864,839 | 4,322,243 | 3,975,912 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
As of | 971,388 | 971,388 | ||||
Other comprehensive (loss) income before reclassifications | (40,897) | |||||
Net amount reclassified from accumulated other comprehensive income (loss) | (25,217) | |||||
Other Comprehensive (Loss) Income, Net of Tax | (66,114) | |||||
As of | 905,274 | 905,274 | ||||
Cumulative Foreign Currency Translation Adjustment [Member] | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
As of | (6,298) | (6,298) | ||||
Other comprehensive (loss) income before reclassifications | (42,666) | |||||
Net amount reclassified from accumulated other comprehensive income (loss) | 0 | |||||
Other Comprehensive (Loss) Income, Net of Tax | (40,928) | 1,167 | (42,666) | 681 | ||
As of | (48,964) | (48,964) | ||||
Unrealized Gain on Pensions and Other Postretirement Plans [Member] | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
As of | 979,157 | 979,157 | ||||
Other comprehensive (loss) income before reclassifications | 0 | |||||
Net amount reclassified from accumulated other comprehensive income (loss) | (12,891) | (97) | (25,552) | (1,291) | ||
Other Comprehensive (Loss) Income, Net of Tax | (12,891) | (97) | (25,552) | (1,291) | ||
As of | 953,605 | 953,605 | ||||
Cash Flow Hedges [Member] | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
As of | $ (1,471) | (1,471) | ||||
Other comprehensive (loss) income before reclassifications | 1,769 | |||||
Net amount reclassified from accumulated other comprehensive income (loss) | 335 | |||||
Other Comprehensive (Loss) Income, Net of Tax | 840 | $ 10 | 2,104 | $ 487 | ||
As of | $ 633 | $ 633 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Income (Loss) (Reclassifications out of AOCI) (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Interest expense | $ 15,973 | $ 7,353 | $ 27,390 | $ 15,801 | |||
(Benefit from) Provision for Income Taxes | (21,400) | 43,000 | 14,200 | 84,400 | |||
Net of Tax | 66,615 | $ (96,566) | (115,926) | $ (112,635) | (29,951) | (228,561) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Net of Tax | (12,740) | 56 | (25,217) | (984) | |||
Foreign Currency Translation Adjustment [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications, net of tax | 0 | ||||||
Pension and Other Postretirement Plans [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications, before tax | (17,366) | (132) | (34,424) | (1,769) | |||
Provision for (Benefit from) Income Tax | 4,475 | 35 | 8,872 | 478 | |||
Reclassifications, net of tax | (12,891) | (97) | (25,552) | (1,291) | |||
Net Prior Service (Credit) Cost [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications, before tax | [1] | 716 | 792 | 1,432 | 1,584 | ||
Provision for (Benefit from) Income Tax | (185) | (214) | (369) | (427) | |||
Reclassifications, net of tax | 531 | 578 | 1,063 | 1,157 | |||
Net Actuarial Gain [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications, before tax | [1] | (18,082) | (924) | (35,856) | (3,353) | ||
Provision for (Benefit from) Income Tax | 4,660 | 249 | 9,241 | 905 | |||
Reclassifications, net of tax | (13,422) | (675) | (26,615) | (2,448) | |||
Cash Flow Hedges [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications, net of tax | 335 | ||||||
Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||||
Interest expense | $ 151 | $ 153 | $ 335 | $ 307 | |||
[1]These accumulated other comprehensive income components are included in the computation of net periodic pension and postretirement plan cost (see Note 11) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations. |
Contingencies (Details)
Contingencies (Details) $ in Millions | 1 Months Ended | |||||
Aug. 23, 2021 program | Nov. 30, 2021 program | Jul. 31, 2021 USD ($) investment | Jun. 30, 2021 program | May 31, 2021 claim | Jun. 30, 2022 USD ($) investment claim | |
Loss Contingencies [Line Items] | ||||||
Number of existing legal claims or proceedings that are likely to have a material effect on the Company's business | claim | 0 | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, estimate of possible loss | $ | $ 15 | |||||
Education [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Claims received | 1,449 | |||||
Loss Contingency Borrower Defense Claims Discharge Loan Amount | $ | $ 35 | |||||
Education [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Potential claims Per ED | claim | 800 | |||||
Kaplan Singapore | Education [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Programs to Cease New Enrollments, Number | program | 4 | 23 | 3 | |||
Programs Still Offered, Number | 449 | |||||
Kaplan Singapore | Education [Member] | Diplomas | ||||||
Loss Contingencies [Line Items] | ||||||
Programs Still Offered, Number | 16 | |||||
Kaplan Singapore | Education [Member] | Bachelors | ||||||
Loss Contingencies [Line Items] | ||||||
Programs Still Offered, Number | 361 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Business Segments [Line Items] | |
Number of reportable segments | 7 |
Business Segments (Information
Business Segments (Information by Operating Segment) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Operating Revenues | $ 933,302 | $ 801,152 | $ 1,848,023 | $ 1,513,607 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 54,217 | 55,248 | 109,100 | 104,076 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 14,889 | 17,657 | 29,801 | 32,641 | |
Income (Loss) from Operations | 39,328 | 37,591 | 79,299 | 71,435 | |
Equity in earnings of affiliates, net | 1,427 | 1,776 | 4,031 | 15,204 | |
Interest Expense, Net | (15,277) | (5,477) | (25,979) | (13,035) | |
Non-operating pension and postretirement benefit income, net | 50,871 | 25,216 | 101,376 | 54,003 | |
(Loss) gain on marketable equity securities, net | (165,540) | 83,698 | (118,628) | 162,912 | |
Other Income, Net | 1,176 | 16,122 | 4,052 | 22,442 | |
(Loss) Income Before Income Taxes | (88,015) | 158,926 | 44,151 | 312,961 | |
Depreciation of property, plant and equipment | 19,413 | 16,600 | 38,888 | 33,145 | |
Pension Service Cost | 4,993 | 5,877 | 11,024 | 11,479 | |
Identifiable Assets | 3,975,954 | 3,975,954 | $ 4,153,570 | ||
Marketable equity securities | 648,604 | 648,604 | 809,997 | ||
Investments in Affiliates | 172,612 | 172,612 | 155,444 | ||
Prepaid Pension Cost | 2,364,135 | 2,364,135 | 2,306,514 | ||
Total Assets | 7,161,305 | 7,161,305 | 7,425,525 | ||
Amortization of Intangible Assets | 14,889 | 13,889 | 29,801 | 27,826 | |
Impairment of long-lived assets | 0 | 3,768 | 0 | 4,815 | |
Operating Segments [Member] | Education [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 353,013 | 339,984 | 711,025 | 669,301 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 22,769 | 19,221 | 47,327 | 43,369 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 4,064 | 6,073 | 8,210 | 11,285 | |
Income (Loss) from Operations | 18,705 | 13,148 | 39,117 | 32,084 | |
Depreciation of property, plant and equipment | 8,531 | 7,482 | 17,036 | 15,262 | |
Pension Service Cost | 1,931 | 2,398 | 4,467 | 4,681 | |
Identifiable Assets | 1,824,482 | 1,824,482 | 2,026,782 | ||
Amortization of Intangible Assets | 4,064 | 3,914 | 8,210 | 8,079 | |
Impairment of long-lived assets | 0 | 2,159 | 0 | 3,206 | |
Operating Segments [Member] | Education [Member] | Reportable Subsegments [Member] | Kaplan International [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 200,871 | 181,276 | 405,384 | 353,171 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 19,063 | 14,077 | 39,627 | 24,284 | |
Income (Loss) from Operations | 19,063 | 14,077 | 39,627 | 24,284 | |
Depreciation of property, plant and equipment | 5,794 | 4,835 | 11,549 | 10,087 | |
Pension Service Cost | 63 | 77 | 135 | 148 | |
Identifiable Assets | 1,320,183 | 1,320,183 | 1,493,868 | ||
Operating Segments [Member] | Education [Member] | Reportable Subsegments [Member] | Higher Education [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 72,975 | 78,740 | 148,783 | 154,426 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 2,704 | 2,374 | 7,741 | 8,627 | |
Income (Loss) from Operations | 2,704 | 2,374 | 7,741 | 8,627 | |
Depreciation of property, plant and equipment | 1,064 | 873 | 2,084 | 1,725 | |
Pension Service Cost | 820 | 1,137 | 1,901 | 2,220 | |
Identifiable Assets | 177,954 | 177,954 | 187,789 | ||
Operating Segments [Member] | Education [Member] | Reportable Subsegments [Member] | Supplemental Education [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 77,546 | 77,911 | 153,850 | 157,566 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 4,829 | 8,813 | 8,200 | 21,310 | |
Income (Loss) from Operations | 4,829 | 8,813 | 8,200 | 21,310 | |
Depreciation of property, plant and equipment | 1,578 | 1,670 | 3,217 | 3,246 | |
Pension Service Cost | 895 | 976 | 2,077 | 1,907 | |
Identifiable Assets | 268,054 | 268,054 | 286,877 | ||
Operating Segments [Member] | Education [Member] | Kaplan Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 4,454 | 3,615 | 8,799 | 6,978 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | (3,771) | (6,042) | (8,204) | (10,949) | |
Income (Loss) from Operations | (7,835) | (12,115) | (16,414) | (22,234) | |
Depreciation of property, plant and equipment | 95 | 104 | 186 | 204 | |
Pension Service Cost | 153 | 208 | 354 | 406 | |
Identifiable Assets | 58,291 | 58,291 | 58,248 | ||
Operating Segments [Member] | Education [Member] | Intersubsegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | (2,833) | (1,558) | (5,791) | (2,840) | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | (56) | (1) | (37) | 97 | |
Income (Loss) from Operations | (56) | (1) | (37) | 97 | |
Operating Segments [Member] | Television Broadcasting [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 122,386 | 119,966 | 245,805 | 233,591 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 41,042 | 36,964 | 82,300 | 71,301 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 1,360 | 1,361 | 2,720 | 2,720 | |
Income (Loss) from Operations | 39,682 | 35,603 | 79,580 | 68,581 | |
Depreciation of property, plant and equipment | 3,085 | 3,543 | 6,374 | 7,016 | |
Pension Service Cost | 856 | 956 | 1,782 | 1,791 | |
Identifiable Assets | 429,070 | 429,070 | 448,627 | ||
Operating Segments [Member] | Manufacturing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 127,062 | 141,123 | 243,002 | 257,083 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 9,666 | 19,038 | 24,804 | 34,932 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 5,164 | 6,610 | 10,327 | 13,597 | |
Income (Loss) from Operations | 4,502 | 12,428 | 14,477 | 21,335 | |
Depreciation of property, plant and equipment | 2,323 | 2,427 | 4,751 | 4,944 | |
Pension Service Cost | 224 | 246 | 552 | 641 | |
Identifiable Assets | 500,918 | 500,918 | 486,304 | ||
Operating Segments [Member] | Healthcare [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 76,385 | 54,696 | 143,640 | 104,739 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 7,250 | 9,375 | 14,538 | 17,296 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 988 | 780 | 1,917 | 1,561 | |
Income (Loss) from Operations | 6,262 | 8,595 | 12,621 | 15,735 | |
Depreciation of property, plant and equipment | 455 | 331 | 865 | 648 | |
Pension Service Cost | 93 | 108 | 279 | 280 | |
Identifiable Assets | 217,190 | 217,190 | 194,823 | ||
Operating Segments [Member] | Automotive [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 147,602 | 90,273 | 298,569 | 158,000 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | 7,365 | 3,785 | 14,443 | 4,309 | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations | 7,365 | 3,785 | 14,443 | 4,309 | |
Depreciation of property, plant and equipment | 752 | 490 | 1,529 | 1,020 | |
Pension Service Cost | 5 | 0 | 11 | 0 | |
Identifiable Assets | 268,156 | 268,156 | 238,200 | ||
Operating Segments [Member] | Other Businesses [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 107,326 | 55,626 | 206,943 | 91,938 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | (23,031) | (18,565) | (50,461) | (37,781) | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 3,313 | 2,833 | 6,627 | 3,478 | |
Income (Loss) from Operations | (26,344) | (21,398) | (57,088) | (41,259) | |
Depreciation of property, plant and equipment | 4,114 | 2,169 | 8,029 | 3,929 | |
Pension Service Cost | 477 | 487 | 997 | 856 | |
Identifiable Assets | 623,159 | 623,159 | 689,872 | ||
Corporate Office [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Long-Lived Assets | (10,844) | (14,570) | (23,851) | (29,350) | |
Amortization of Intangible Assets and Impairment of Long-Lived Assets | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations | (10,844) | (14,570) | (23,851) | (29,350) | |
Depreciation of property, plant and equipment | 153 | 158 | 304 | 326 | |
Pension Service Cost | 1,407 | 1,682 | 2,936 | 3,230 | |
Identifiable Assets | 112,979 | 112,979 | $ 68,962 | ||
Intersegment Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | $ (472) | $ (516) | $ (961) | $ (1,045) |