Victory Capital Launches Crypto Index Fund for U.S. Accredited Investors

Victory Capital Launches Crypto Index Fund for U.S. Accredited Investors

Files for New, Multi-Coin Crypto ETF

SAN ANTONIO–(BUSINESS WIRE)–
Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company) today announced that its wholly owned investment adviser, Victory Capital Management Inc., has launched the Victory Hashdex Nasdaq Crypto Index Fund LLC, a private fund that tracks the Nasdaq Crypto Index (NCI). Additionally, the Company said it has filed an initial registration statement with the SEC to offer the strategy in an ETF vehicle.

The private fund, developed as part of Victory Capital’s previously announced exclusive agreements with renowned index provider Nasdaq and global crypto-focused asset manager Hashdex Ltd. (“Hashdex”), provides U.S. accredited investors access to digital assets. Through this offering, investors gain broad-based exposure to crypto assets in a dynamic, adaptable way for a relatively low cost and without lockups.

The Company believes the new private fund is unique in the digital asset investment landscape due to its multi-coin access, daily liquidity at NAV and Nasdaq index governance, which includes rigorous vetting of crypto assets, custodians and exchanges with quarterly rebalancing and reconstitution.

“In conjunction with industry index leader Nasdaq and crypto asset manager Hashdex, we’re thrilled to offer investors access to the exciting and emerging crypto asset space,” said Mannik Dhillon, CFA, CAIA, President of VictoryShares & Solutions. “We’re confident we’re on the verge of fast and remarkable advancements in this arena, and the Victory Hashdex Nasdaq Crypto Index Fund, along with a potential future ETF offering, will provide our clients with convenient exposure to multiple coins while introducing a new asset class for their portfolios.”

Additional information about this innovative investment opportunity can be found here.

About Victory Capital

Victory Capital is a diversified global asset management firm with $161.9 billion in assets under management as of June 30, 2021. The Company operates a next-generation business model combining boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 10 autonomous Investment Franchises and a Solutions Platform, Victory Capital offers a wide array of investment styles and investment vehicles, including actively managed mutual funds, separately managed accounts, active ETFs, multi-asset class strategies, custom-designed solutions and a 529 College Savings Plan.

For more information, please visit www.vcm.com or follow us: Twitter and LinkedIn.

IMPORTANT DISCLOSURES

The Victory Hashdex Nasdaq Crypto Index Fund LLC is a private fund; it is not an investment company registered under the Investment Company Act of 1940, and therefore is not subject to the same regulatory requirements as mutual funds or ETFs registered. Before making an investment decision, you should carefully consider the Fund’s investment objective, risk factors, fees and expenses and other information included in the Private Placement Memorandum. Investors in the fund must be verified as Accredited Investors.

Investments in the Fund are speculative investments that involve a high degree of risk, including a partial or total loss of invested funds. There can be no assurance that the Fund will achieve its investment objective or return any capital. The interests in the Fund are not suitable for any investor that cannot afford loss of the entire investment and is not intended as a complete investment program. The interests in the Fund are not registered under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934, the Investment Company Act of 1940, or any state or foreign securities laws, and are being offered in private placements pursuant to the exemption from registration provided by Rule 506 of Regulation D and/or Regulation S of the Securities Act and other similar exemptions in the laws of the states and jurisdictions where the offering will be made. As a result, interests in the Fund are restricted and subject to significant limitations on resales and transfers. Potential investors should have limited need for liquidity in their investment and should carefully consider the long-term nature of an investment in the Fund prior to making an investment decision. Interests in the Fund are not insured by the FDIC or any other governmental agency.

Victory Capital Services, Inc., an affiliate of Victory Capital Management Inc., the Fund’s investment advisor, will act as placement agent to the Fund.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control such as the COVID-19 pandemic and its effect on our business, operations and financial results going forward, as discussed in our “Risk Factors” and elsewhere in our Company’s filings with the SEC, that could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding Victory Capital’s present and future business strategies and the environment in which it will operate in the future. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

[email protected]

Media:

Tricia Ross

310-622-8226

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Consulting Professional Services Finance

MEDIA:

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New Senior Declares Second Quarter 2021 Dividend

New Senior Declares Second Quarter 2021 Dividend

NEW YORK–(BUSINESS WIRE)–
New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today that its board of directors declared a cash dividend on our common stock of $0.065 per share for the quarter ended June 30, 2021. The dividend is payable on October 14, 2021 to stockholders of record on October 1, 2021. As required by the merger agreement relating to the pending acquisition of the Company by Ventas, the Company and Ventas agreed to synchronize the record and payment dates for their dividends to the dates typically used by Ventas.

ABOUT NEW SENIOR

New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded real estate investment trust with a diversified portfolio of senior housing properties located across the United States. New Senior is one of the largest owners of senior housing properties, with 103 properties across 36 states. More information about New Senior can be found at www.newseniorinv.com.

Jane Ryu

646-822-3700

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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New Frontier Health Corporation Enters into Definitive Merger Agreement for Going Private Transaction

New Frontier Health Corporation Enters into Definitive Merger Agreement for Going Private Transaction

BEIJING–(BUSINESS WIRE)–
New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”), a wholly-owned subsidiary of HoldCo, and Unicorn II Merger Sub Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and becoming a wholly-owned subsidiary of Parent (the “Merger”), in a transaction implying an equity value of the Company of approximately US$1,582 million.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$12.00 in cash without interest (the “Per Share Merger Consideration”), and each outstanding warrant of the Company (each, a “Warrant”), other than the Excluded Warrants (as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$2.70 in cash without interest (the “Per Warrant Merger Consideration”). In addition to the amount of Per Warrant Merger Consideration, in respect of each Warrant, other than the Excluded Warrants, for which the holder thereof has timely provided consent to the Warrant Amendment (as defined in the Merger Agreement) and has not revoked such consent prior to the deadline established by the Company for the warrantholders to submit consents, the holder of such Warrant will have the right to receive, for each such Warrant, a consent fee of US$0.30 in cash without interest.

Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase Shares (the “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of ordinary shares of HoldCo (the “HoldCo Shares”) as the total number of Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price per Share underlying such Company Option and subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company Option in effect immediately prior to the Effective Time; and (ii) each restricted share unit of the Company (the “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company RSU Award in effect immediately prior to the Effective Time.

The Per Share Merger Consideration represents a premium of 27.9% to the closing price of the Company’s Shares as quoted by the New York Stock Exchange on February 8, 2021, the last trading day prior to the Company’s receipt of the “going-private” proposal, and a premium of 36.8% over the volume-weighted average closing price of the Company’s Shares during the 30 trading days through February 8, 2021.

Immediately following the consummation of the Merger, HoldCo will be beneficially owned by New Frontier Public Holding Ltd. (“NFPH”), HMJ Holdings Limited, an NFPH-affiliated investment vehicle, Vivo Capital Fund IX (Cayman), L.P., Fosun Industrial Co., Limited, the Private Equity business within Goldman Sachs Asset Management (Goldman Sachs), certain affiliate of Warburg Pincus LLC and certain other investors (the foregoing, collectively, the “Buyer Consortium”).

Concurrently with the execution of the Merger Agreement, certain shareholders of the Company (collectively, the “Rollover Securityholders”) entered into a support agreement with HoldCo, pursuant to which the Rollover Securityholders have agreed to vote all the Shares and Warrants beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Warrant Amendment as provided under the Merger Agreement and the transactions contemplated thereunder, and to have certain Shares, Warrants and equity awards of the Company beneficially owned by the Rollover Securityholders cancelled at the Effective Time for no consideration from Company in exchange for certain equity interests of HoldCo.

The Buyer Consortium intends to fund the Merger through a combination of cash contributions from certain members of the Buyer Consortium pursuant to their respective equity commitment letters, rollover equity contributions from the Rollover Securityholders, and debt financing to be provided by China Merchant Bank Shanghai Branch and Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch.

The Board, acting upon the unanimous recommendation of a special committee of independent directors established by the Board (the “Special Committee”), approved the Merger Agreement, the Merger and other transactions contemplated under the Merger Agreement, and resolved to recommend the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger, which is currently expected to close during the fourth quarter of 2021, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Company’s shareholders; (ii) that the Warrantholder Consent (as defined in the Merger Agreement) shall be obtained and the Warrant Amendment shall be entered into in accordance with the Merger Agreement and shall take effect no later than the Effective Time and (iii) that the aggregate amount of Dissenting Shares shall be no more than 10% of the total outstanding Shares immediately prior to the Effective Time. If completed, the Merger will result in the Company becoming a privately-held company and its Shares will no longer be listed on the New York Stock Exchange.

Duff & Phelps, A Kroll Business operating as Kroll, LLC is serving as the financial advisor to the Special Committee, Davis Polk & Wardwell LLP is serving as U.S. legal counsel to the Special Committee, and Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee.

Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel to the Buyer Consortium, Ogier is serving as Cayman Islands legal counsel to the Buyer Consortium, and Global Law Office is serving as PRC legal counsel to the Buyer Consortium.

Additional Information about the Merger

The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the transactions contemplated by the Merger Agreement are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).

In connection with the Merger and the Warrant Amendment, the Company will prepare and mail a proxy and consent solicitation statement that will include a copy of the Merger Agreement to its shareholders and warrantholders. In addition, certain participants in the Merger will prepare and mail to the Company’s shareholders and warrantholders a Schedule 13E-3 transaction statement that will include the Company’s proxy and consent solicitation statement. These documents will be filed with or furnished to the SEC. SHAREHOLDERS, WARRANTHOLDERS AND OTHER INVESTORS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. In addition to receiving the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement by mail, shareholders and warrantholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, the Warrant Amendment and related matters, without charge, from the SEC’s website (http://www.sec.gov).

The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from its shareholders with respect to the Merger and related matters and of consents from its warrantholders with respect to the Warrant Amendment and related matters. Information regarding the persons or entities who may be considered “participants” in the solicitation of proxies or consents will be set forth in the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement relating to the Merger, the Warrant Amendment and related matters, when they are filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.

This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other materials that may be filed with or furnished to the SEC should the proposed merger proceed.

About New Frontier Health Corporation

New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn.

Forward-Looking Statements

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger that will be discussed in the Schedule 13E-3 transaction statement to be filed with the SEC. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investors

Arthur, Yue Chen

Tel: +86-150-0500-3258

Email: [email protected]

ICR, LLC

William Zima

Tel: +1-203-682-8200

Email: [email protected]

Media

Wenjing Liu

Tel: +86-10-5927-7342

Email: [email protected]

KEYWORDS: China United States North America Asia Pacific

INDUSTRY KEYWORDS: Managed Care Hospitals General Health Health

MEDIA:

Halliburton And VoltaGrid Electric Solution Reduces Emissions for Chesapeake Energy Corporation

Halliburton And VoltaGrid Electric Solution Reduces Emissions for Chesapeake Energy Corporation

HOUSTON–(BUSINESS WIRE)–
Halliburton Company (NYSE: HAL) and VoltaGrid LLC today announced the first successful deployment of an advanced electric fracturing solution. This project is the first pad in a multi-year contract with Chesapeake Energy Corporation (NASDAQ: CHK) with more than 140 stages in the Marcellus. It combines Halliburton’s all-electric fracturing spread featuring the Zeus™ 5,000 horsepower (HHP) electric pumping unit with VoltaGrid’s advanced power generation system. This high-performing solution reduced emissions for Chesapeake by 32% and applied over 25 megawatts of lower-carbon power generation by leveraging Chesapeake’s local field gas network.

“By safely reducing our emissions profile without impacting the reliability and performance of our operations, this partnership has exceeded our expectations and further demonstrates our commitment to leading a responsible energy future as we continue on our path towards achieving net-zero direct emissions,” said Patrick Finney, Chesapeake’s Vice President – Completions.

Chesapeake credited the two technologies for reducing emissions and driving additional fuel savings. Unlike other pumping units that may average around 3,000 HHP, a single Zeus pumping unit delivers 5,000 HHP at over 22 barrels per minute (BPM). Halliburton’s all-electric spread features a newly designed large-bore, dual-manifold trailer, which allows the Zeus pumps to achieve higher rate capacities with fewer failure points. With its electric-based powertrain and industry leading pump technology, the Zeus pumping unit delivers 40% higher performance than conventional pumps. This spread also provides electric blending, wireline, and ancillary equipment.

“Halliburton’s Zeus fracturing operation exceeds expectations of what is possible with electric fracturing technology,” says Michael Segura, vice president of Halliburton Production Enhancement. “Being able to sustainably deliver higher performance on a prolonged basis reflects the performance and reliability built into this electric pumping equipment.”

Using VoltaGrid’s emissions portal, Chesapeake can track and analyze real-time emissions and carbon intensity throughout the completions operation, allowing the operator to maximize fuel efficiency and minimize emissions.

“Chesapeake is the first operator to use the VoltaGrid system on an electric frac operation,” said Nathan Ough, CEO of VoltaGrid. “The exceptional performance of VoltaGrid allowed Chesapeake to quickly scale power generation to meet the high intermittent demands of a modern completions design.”

About Halliburton

Founded in 1919, Halliburton is one of the world’s largest providers of products and services to the energy industry. With approximately 40,000 employees, representing 130 nationalities in more than 70 countries, the company helps its customers maximize value throughout the lifecycle of the reservoir — from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and completion, and optimizing production throughout the life of the asset. Visit the company’s website at www.halliburton.com. Connect with Halliburton on Facebook, Twitter, LinkedIn, Instagram and YouTube.

About VoltaGrid LLC

VoltaGrid is an advanced energy management and generation company that has developed an innovative platform to provide power, energy storage, and emissions reductions for the pressure pumping, remote mining, utility, and distributed generation industries. VoltaGrid’s fully integrated artificial intelligence platform provides live emissions tracking, asset carbon intensity, automated back-office management, and ESG reporting on a centralized database. Learn more at voltagrid.com.

For Halliburton
Investors:

Abu Zeya

Halliburton, Investor Relations

[email protected]

281-871-2633

Media:

Emily Mir

Halliburton, Public Relations

[email protected]

281-871-2601

For VoltaGrid

Nathan Ough

President & CEO

[email protected]

281-636-3074

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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Intercontinental Exchange Reports July 2021 Statistics

Intercontinental Exchange Reports July 2021 Statistics

July ADV up 33% y/y; OI up 10% y/y

ATLANTA & NEW YORK–(BUSINESS WIRE)–
Intercontinental Exchange, Inc. (NYSE :ICE), a leading global provider of data, technology and market infrastructure, today reported July 2021 trading volume and related revenue statistics, which can be viewed on the company’s investor relations website at https://ir.theice.com/ir-resources/supplemental-information in the Monthly Statistics Tracking spreadsheet.

July highlights include:

  • Total average daily volume (ADV) up 33% y/y and total open interest (OI) up 10% y/y including record futures OI of 48M lots on July 27
  • Total Energy ADV up 23% y/y
  • Total Oil ADV up 28% y/y

    • Brent ADV up 43% y/y
    • WTI ADV up 35% y/y
    • Gasoil ADV up 18% y/y; OI up 23% y/y
    • Other crude and refined products ADV up 10% y/y
  • Total natural gas ADV up 14% y/y; OI up 4% y/y

    • TTF gas ADV up 105% y/y; OI up 14% y/y
    • JKM ADV up 41% y/y; OI up 12% y/y
  • Environmentals ADV up 30% y/y; OI up 20% y/y including record OI of 2.9M lots on July 27
  • Ags & Metals ADV up 15% y/y; OI up 14% y/y

    • Sugar OI up 5% y/y
    • Coffee ADV up 39% y/y; record OI up 22% y/y
    • Cocoa ADV up 19% y/y; OI up 12% y/y
  • Total Interest Rate ADV up 60% y/y; OI up 26% y/y

    • Sterling ADV up 69% y/y; OI up 33% y/y
    • Euribor ADV up 40% y/y; OI up 12% y/y
    • Gilt ADV up 42% y/y; OI up 36% y/y
    • SONIA ADV up 575% y/y; record OI up 938% y/y
  • FTSE ADV up 19% y/y; OI up 7% y/y
  • U.S. Equity Options ADV up 36% y/y

 About Intercontinental Exchange

Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located here. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 — Statements in this press release regarding ICE’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE’s Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 4, 2021.

SOURCE: Intercontinental Exchange

ICE-CORP

ICE Investor Relations Contact:

Mary Caroline O’Neal

[email protected]

+1 770 738 2151

[email protected]

ICE Media Contact:

Josh King

[email protected]

+1 212 656 2490

[email protected]

KEYWORDS: United States North America New York Georgia

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA:

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Cerus Corporation Announces Appointment of Ann Lucena to Board of Directors

Cerus Corporation Announces Appointment of Ann Lucena to Board of Directors

CONCORD, Calif.–(BUSINESS WIRE)–
Cerus Corporation (Nasdaq: CERS) today announced the appointment of Ann Lucena, CEO of San Ramon Regional Medical Center (SRRMC), to its Board of Directors. SRRMC, a 123-bed acute care hospital located in the East Bay Area, is part of a joint venture involving Tenet Healthcare. She also serves as the chairperson of the board overseeing the joint venture between John Muir Health and San Ramon Regional Medical Center.

“We are delighted to welcome Ann to Cerus’ Board of Directors,” said Daniel Swisher, Chair of the Board. “Ann is an accomplished healthcare executive who has built an impressive track record managing San Ramon Regional Medical Center over the last several years. Her addition to the Board provides us with the perspective and experiences of the healthcare provider community, which we believe will be invaluable as Cerus continues to grow and expand its product portfolio in blood centers and hospitals around the globe.”

“It is an exciting time at Cerus as the company is at the forefront of a paradigm shift in transfusion medicine,” said Ms. Lucena. “In my experience working with a variety of medical professionals, I believe that the safety of the blood supply as a top priority resonates with virtually every healthcare specialty, particularly as blood products have the potential to impact patients every day. Through the COVID-19 pandemic, it has become abundantly clear that healthcare systems must prepare for the future, including with respect to the blood supply. I am looking forward to working alongside Dan, Obi and the rest of the Cerus Board and management team.”

Prior to her role at San Ramon Regional Medical Center, Ms. Lucena served as Chief of Staff for the President of Hospital Operations at Tenet Healthcare. Ms. Lucena also has experience in healthcare consulting serving a number of health systems across the US. A graduate of Stanford University, Ms. Lucena dual-majored in Spanish and human biology before earning her MBA at Harvard Business School.

ABOUT CERUS

Cerus Corporation is dedicated solely to safeguarding the world’s blood supply and aims to become the preeminent global blood products company. Headquartered in Concord, California, the company develops and supplies vital technologies and pathogen-protected blood components to blood centers, hospitals, and ultimately patients who rely on safe blood. The INTERCEPT Blood System for platelets and plasma is available globally and remains the only pathogen reduction system with both CE mark and FDA approval for these two blood components. The INTERCEPT red blood cell system is under regulatory review in Europe, and in late-stage clinical development in the US. Also in the US, the INTERCEPT Blood System for Cryoprecipitation is approved for the production of INTERCEPT Fibrinogen Complex, a therapeutic product for the treatment and control of bleeding, including massive hemorrhage, associated with fibrinogen deficiency. For more information about Cerus, visit www.cerus.com and follow us on LinkedIn.

INTERCEPT and the INTERCEPT Blood System are trademarks of Cerus Corporation.

Matt Notarianni – Senior Director, Investor Relations

Cerus Corporation

925-288-6137

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Biotechnology General Health Other Health Health Medical Supplies

MEDIA:

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Homology Medicines to Participate in Upcoming Investor Conferences

BEDFORD, Mass., Aug. 04, 2021 (GLOBE NEWSWIRE) — Homology Medicines, Inc. (Nasdaq: FIXX), a clinical-stage genetic medicines company, announced today participation in fireside chats at the following virtual conferences:

  • BTIG Virtual Biotechnology Conference: August 9 at 1:30 p.m. ET
  • Canaccord Genuity 41st Annual Growth Conference: August 11 at 9:00 a.m. ET

The webcast presentation from the Canaccord conference will be accessible on Homology’s website in the Investors section, and the webcast replay will be available on the website for 90 days following the presentation.

About Homology Medicines, Inc.

Homology Medicines, Inc. is a clinical-stage genetic medicines company dedicated to transforming the lives of patients suffering from rare diseases by targeting the underlying cause of the disease. The Company’s lead clinical program, HMI-102, is a gene therapy for adults with phenylketonuria (PKU) and additional programs focus on lysosomal storage disorders including Hunter syndrome, paroxysmal nocturnal hemoglobinuria (PNH) and other diseases. Homology’s proprietary platform is designed to utilize its family of 15 human hematopoietic stem cell-derived adeno-associated virus vectors (AAVHSCs) to precisely and efficiently deliver genetic medicines in vivo through a gene therapy or nuclease-free gene editing modality, as well as to deliver one-time gene therapy to produce antibodies throughout the body through the GTx-mAb platform. Homology has a management team with a successful track record of discovering, developing and commercializing therapeutics with a focus on rare diseases and believes that its data, internal manufacturing capabilities and broad intellectual property position the Company as a leader in genetic medicines. For more information, visit www.homologymedicines.com.

Company Contacts

Theresa McNeely
Chief Communications Officer
and Patient Advocate
[email protected]
781-301-7277

Media Contact:

Cara Mayfield
Vice President, Patient Advocacy
and Corporate Communications
[email protected]
781-691-3510



NMPA’s Center for Drug Evaluation Adds Licenses of GastroPlus®

NMPA’s Center for Drug Evaluation Adds Licenses of GastroPlus®

Chinese government institute to apply software to research model-informed drug development approaches for clinical pharmacology

LANCASTER, Calif.–(BUSINESS WIRE)–
Simulations Plus, Inc. (Nasdaq: SLP), a leading provider of modeling and simulation solutions for the pharmaceutical, biotechnology, chemical, and consumer goods industries, today announced that it has received an order from the Center for Drug Evaluation (CDE) of the National Medical Products Administration (NMPA) in China to add licenses to GastroPlus®.

John DiBella, Simulations Plus division president, said: “The adoption of physiologically based biopharmaceutics (PBBM) / pharmacokinetic (PBPK) modeling to support various applications during the drug development process has exploded over the years, in large part driven by encouragement from global regulatory agencies. We have cultivated relationships with different affiliated institutions of NMPA to apply our technology to support the evaluation of drug product specifications and bioequivalence. Now, researchers at the CDE will add GastroPlus to serve as a key platform for model-informed drug development (MIDD) to aid regulatory reviews. This news is welcomed by over 20 (and growing) domestic Chinese pharmaceutical companies and research hospitals that have been employing our technologies and publishing case studies to validate novel MIDD approaches.”

“We anticipate that this will lead to increased confidence and more fruitful interactions with NMPA,” added Linda Lin, General Manager at PharmoGo Co., Ltd., the Simulations Plus division representative in China. “The ultimate goal will be to identify how the simulation results can potentially be applied to reduce time to market and get medicines to patients more cost effectively.”

Views expressed in this press release do not necessarily reflect the official policies of the National Medical Products Administration; nor does any mention of trade names, commercial practices, or organization imply endorsement by the Chinese Government.

About Simulations Plus, Inc.

Serving clients worldwide for 25 years, Simulations Plus, Inc., is a leading provider of modeling and simulation software and consulting services supporting drug discovery, development research, and regulatory submissions. With our subsidiaries Cognigen, DILIsym Services, and Lixoft, we offer solutions that bridge machine learning, physiologically based pharmacokinetics, quantitative systems pharmacology/toxicology, and population PK/PD modeling approaches. Our technology is licensed and applied by major pharmaceutical, biotechnology, chemical, consumer goods companies, and regulatory agencies worldwide. For more information, visit our website at www.simulations-plus.com. Follow us on Twitter | Read our Environmental, Social, and Governance (ESG) Report.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 – With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. Words like “believe,” “expect” and “anticipate” mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: our ability to maintain our competitive advantages, acceptance of new software and improved versions of our existing software by our customers, the general economics of the pharmaceutical industry, our ability to finance growth, our ability to continue to attract and retain highly qualified technical staff, our ability to identify and close acquisitions on terms favorable to the Company, and a sustainable market. Further information on our risk factors is contained in our quarterly and annual reports and filed with the U.S. Securities and Exchange Commission.

Simulations Plus Investor Relations

Ms. Renee Bouche

661-723-7723

[email protected]

Hayden IR

Mr. Brian Siegel

346-396-8696

[email protected]

KEYWORDS: China United States North America Asia Pacific California

INDUSTRY KEYWORDS: Biotechnology Health Pharmaceutical Technology Software

MEDIA:

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Better Choice Company Announces Partnership with the Third Largest Pet Specialty Retailer in the U.S., Pet Supplies Plus, for Premiere National Launch of Halo Elevate

Announces 2022 Launch of Ground-Breaking New Brand of Super Premium, Natural Pet Food

NEW YORK, Aug. 04, 2021 (GLOBE NEWSWIRE) — Better Choice Company (NYSE American: BTTR) (“Better Choice” or “the Company”), an animal health and wellness company, today announced it has reached an agreement with Pet Supplies Plus, the third largest pet specialty retailer in the United States, to launch a new brand of super premium, natural pet food; Halo Elevate. Pet Supplies Plus operates more than 560 locations across the United States and has a presence in 36 states and counting.

“We are very excited to officially announce Pet Supplies Plus as a premiere national launch partner for Halo Elevate, our ground-breaking new brand of super premium, natural pet food. Pet Supplies Plus’ commitment to delivering high quality pet food and products makes them an ideal partner for Halo Elevate. We are looking forward to being on the shelf in early 2022,” said Scott Lerner, CEO of Better Choice.

“At Pet Supplies Plus, we are committed to providing our neighbors’ pets with the very best nutrition and performance in the foods we sell. We are excited to partner with Better Choice on the development of Halo Elevate and we are looking forward to the national launch of this fantastic new brand in early 2022,” said Chris Rowland, CEO of Pet Supplies Plus.

About Pet Supplies Plus

Your neighborhood Pet Supplies Plus has everything you need for your furry, scaly and feathery friends. Our shelves are stocked with the right products, including a wide selection of natural and made in the USA products. Easily find all their favorites at prices you love, whether you shop with us in store or online using free curbside pickup, same-day delivery or Autoship. As the nation’s largest independent pet store with over 560 locations in 36 states and counting, we make shopping local simple. For more information visit www.petsuppliesplus.com

About Better Choice Company, Inc.

Better Choice Company Inc. is a growing animal health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. We take an alternative, nutrition-based approach to animal health relative to conventional dog and cat food offerings and position our portfolio of brands to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. We have a demonstrated, multi-decade track record of success selling trusted animal health and wellness products and leverage our established digital footprint to provide pet parents with the knowledge to make informed decisions about their pet’s health. We sell the majority of our dog food, cat food and treats under the Halo and TruDog brands, which are focused, respectively, on providing sustainably sourced kibble and canned food derived from real whole meat, and minimally processed raw-diet dog food and treats. For more information, please visit https://www.betterchoicecompany.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

Better Choice Company, Inc.
Scott Lerner, CEO

Investor Contact:

KCSA Strategic Communications
Valter Pinto, Managing Director
PH: 212-896-1254
[email protected]



Graham Holdings Company Reports Second Quarter Earnings

Graham Holdings Company Reports Second Quarter Earnings

ARLINGTON, Va.–(BUSINESS WIRE)–
Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $115.4 million ($22.99 per share) for the second quarter of 2021, compared to $18.9 million ($3.60 per share) for the second quarter of 2020.

The COVID-19 pandemic and measures taken to prevent its spread, such as travel restrictions, shelter in place orders and mandatory closures, significantly impacted the Company’s results for 2020 and the first six months of 2021, largely from reduced demand for the Company’s products and services. This significant adverse impact is expected to continue for several of the Company’s businesses for the remainder of 2021. The Company’s management has taken a variety of measures to reduce costs and implement changes to business operations. The Company cannot predict the severity or duration of the pandemic, the extent to which demand for the Company’s products and services will be adversely affected or the degree to which financial and operating results will be negatively impacted.

On June 14, 2021, the Company closed on the previously announced acquisition of all outstanding shares of common stock of Leaf Group Ltd. (Leaf) at $8.50 per share in an all cash transaction valued at approximately $322 million. Leaf Group, headquartered in Santa Monica, CA, is a consumer internet company that builds enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle categories, including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and home, art and design (Saatchi Art, Society6 and Hunker). The Leaf operating results for the period from June 14, 2021 to June 30, 2021 are included in other businesses.

The results for the second quarter of 2021 and 2020 were also affected by a number of items as described in the following paragraphs. Including these items, income before income taxes was $158.9 million for the second quarter of 2021, compared to $60.8 million for the second quarter of 2020. Excluding these items, income before income taxes was $62.3 million for the second quarter of 2021, compared to $43.1 million for the second quarter of 2020. (Refer to the Non-GAAP Financial Information schedule at the end of this release for additional details.)

Items included in the Company’s income before income taxes for the second quarter of 2021:

  • a $2.6 million net credit related to a fair value change in contingent consideration from a prior acquisition at Corporate;
  • a $0.2 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
  • $3.4 million in long-lived asset impairment charges;
  • $1.1 million in expenses related to a non-operating Separation Incentive Program at manufacturing;
  • $83.7 million in net gains on marketable equity securities;
  • $1.4 million in net losses of affiliates whose operations are not managed by the Company;
  • a net non-operating gain of $14.5 million from the sale and write-up of cost method investments;
  • $1.0 million in interest income to adjust the fair value of the mandatorily redeemable noncontrolling interest; and
  • $0.7 million in non-operating foreign currency gains.

Items included in the Company’s income before income taxes for the second quarter of 2020:

  • $9.3 million in long-lived asset impairment charges;
  • $10.2 million in restructuring charges at the education division;
  • $2.8 million in accelerated depreciation at other businesses;
  • a $1.1 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
  • $4.6 million in expenses related to non-operating Separation Incentive Programs at the education division and other businesses;
  • $39.9 million in net gains on marketable equity securities;
  • $3.1 million in net losses of affiliates whose operations are not managed by the Company;
  • non-operating gains of $7.8 million from write-ups and sales of cost and equity method investments; and
  • $1.1 million in non-operating foreign currency losses.

Revenue for the second quarter of 2021 was $801.2 million, up 23% from $652.9 million in the second quarter of 2020. Revenues increased at education, television broadcasting, manufacturing, healthcare and other businesses. The Company reported operating income of $37.6 million for the second quarter of 2021, compared to $5.9 million for the second quarter of 2020. The operating income increase is driven by improved results at education, television broadcasting, manufacturing and other businesses.

For the first six months of 2021, the Company reported net income attributable to common shares of $227.8 million ($45.43 per share) compared to a net loss attributable to common shares of $14.4 million ($2.77 per share) for the first six months of 2020. The results for the first six months of 2021 and 2020 were affected by a number of items as described in the following paragraphs. Including these items, income before income taxes was $313.0 million for the first six months of 2021, compared to a loss before income taxes of $18.5 million for the first six months of 2020. Excluding these items, income before income taxes was $124.9 million for the first six months of 2021, compared to $82.8 million for the first six months of 2020. (Refer to the Non-GAAP Financial Information schedule at the end of this release for additional details.)

Items included in the Company’s income before income taxes for the six months of 2021:

  • a $2.2 million net credit related to a fair value change in contingent consideration from a prior acquisition at Corporate;
  • a $0.8 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
  • $3.4 million in long-lived asset impairment charges;
  • $1.1 million in expenses related to a non-operating Separation Incentive Program at manufacturing;
  • $162.9 million in net gains on marketable equity securities;
  • $8.9 million in net earnings of affiliates whose operations are not managed by the Company;
  • a net non-operating gain of $17.2 million from the sale and write-up of cost method investments;
  • $0.1 million in net interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest; and
  • $0.7 million in non-operating foreign currency gains.

Items included in the Company’s loss before income taxes for the six months of 2020:

  • $25.7 million in goodwill and other long-lived asset impairment charges;
  • $10.2 million in restructuring charges at the education division;
  • $2.8 million in accelerated depreciation at other businesses;
  • $1.4 million reduction to operating expenses from property, plant and equipment gains in connection with the spectrum repacking mandate of the FCC;
  • $4.6 million in expenses related to non-operating Separation Incentive Programs at the education division and other businesses;
  • $60.5 million in net losses on marketable equity securities;
  • $3.7 million in net losses of affiliates whose operations are not managed by the Company;
  • non-operating gain, net, of $1.6 million from write-ups, sales and impairments of cost and equity method investments; and
  • $3.2 million in non-operating foreign currency gains.

Revenue for the first six months of 2021 was $1,513.6 million, up 9% from $1,385.1 million in the first six months of 2020. Revenues increased at television broadcasting, manufacturing, healthcare and other businesses, partially offset by a decline at education. The Company reported operating income of $71.4 million for the first six months of 2021, compared to $14.0 million for the first six months of 2020. Operating results improved at most of the Company’s divisions.

Division Results

Education

Education division revenue totaled $340.0 million for the second quarter of 2021, up 2% from $333.2 million for the same period of 2020. Kaplan reported operating income of $13.1 million for the second quarter of 2021, compared to $12.3 million for the second quarter of 2020.

For the first six months of 2021, education division revenue totaled $669.3 million, down 3% from revenue of $689.6 million for the same period of 2020. Kaplan reported operating income of $32.1 million for the first six months of 2021, compared to $16.9 million for the first six months of 2020.

The COVID-19 pandemic adversely impacted Kaplan’s operating results beginning in February 2020 and continuing through the first six months of 2021.

Kaplan serves a significant number of students who travel to other countries to study a second language, prepare for licensure, or pursue a higher education degree. Government-imposed travel restrictions and school closures arising from COVID-19 had a negative impact on the ability of international students to travel and attend Kaplan’s programs, particularly Kaplan International’s Language programs. In addition, most licensing bodies and administrators of standardized exams postponed or canceled scheduled examinations due to COVID-19, resulting in a significant number of students deciding to defer their studies, negatively impacting Kaplan’s exam preparation education businesses. Overall, this is expected to continue to adversely impact Kaplan’s revenues and operating results for the remainder of 2021, particularly at Kaplan International Languages.

To help mitigate the adverse impact of COVID-19, Kaplan implemented a number of significant cost reduction and restructuring activities across its businesses. Related to these restructuring activities, Kaplan recorded $2.2 million and $3.2 million in impairment of long-lived assets charges in the second quarter and first six months of 2021, respectively. In the second quarter and first six months of 2020, Kaplan recorded $10.5 million and $12.5 million in lease restructuring costs, respectively; and $1.2 million in second quarter 2020 severance restructuring costs. The lease restructuring costs included $3.4 million in accelerated depreciation expense in the second quarter and first six months of 2020. Kaplan also recorded a $10.0 million lease impairment charge in connection with these restructuring plans in the second quarter of 2020; this impairment charge included $2.0 million in property, plant and equipment write-downs. Also in the second quarter of 2020, the Company approved a Separation Incentive Program (SIP) that reduced the number of employees at Kaplan International, Higher Education, Supplemental Education and Kaplan corporate, resulting in $5.0 million in non-operating pension expense in the second quarter of 2020. Kaplan management is continuing to monitor the ongoing COVID-19 disruptions and changes in its operating environment and may develop and implement further restructuring activities in 2021.

In 2020, Kaplan also accelerated the development and promotion of various online programs and solutions, rapidly transitioned most of its classroom-based programs online and addressed the individual needs of its students and partners, substantially reducing the disruption from COVID-19 while simultaneously adding important new product offerings and operating capabilities. Further, in the fourth quarter of 2020, Kaplan combined its three primary divisions based in the United States (Kaplan Test Prep, Kaplan Professional, and Kaplan Higher Education) into one business known as Kaplan North America (KNA). This combination is designed to enhance Kaplan’s competitiveness by better leveraging its diversified academic and professional portfolio, as well as its relationship with students, universities and businesses. For financial reporting purposes, KNA is reported in two segments: Higher Education and Supplemental Education (combining Kaplan Test Prep and Kaplan Professional (U.S.) into one reporting segment).

A summary of Kaplan’s operating results is as follows:

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30

 

 

 

June 30

 

 

(in thousands)

 

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

181,276

 

 

 

$

164,713

 

 

 

10

 

 

 

$

353,171

 

 

 

$

364,328

 

 

 

(3

)

 

Higher education

 

78,740

 

 

 

86,453

 

 

 

(9

)

 

 

154,426

 

 

 

159,990

 

 

 

(3

)

 

Supplemental education

 

77,911

 

 

 

79,785

 

 

 

(2

)

 

 

157,566

 

 

 

161,073

 

 

 

(2

)

 

Kaplan corporate and other

 

3,615

 

 

 

3,039

 

 

 

19

 

 

 

6,978

 

 

 

6,244

 

 

 

12

 

 

Intersegment elimination

 

(1,558

)

 

 

(815

)

 

 

 

 

 

(2,840

)

 

 

(2,082

)

 

 

 

 

 

 

$

339,984

 

 

 

$

333,175

 

 

 

2

 

 

 

$

669,301

 

 

 

$

689,553

 

 

 

(3

)

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

14,077

 

 

 

$

16,035

 

 

 

(12

)

 

 

$

24,284

 

 

 

$

35,015

 

 

 

(31

)

 

Higher education

 

2,374

 

 

 

17,050

 

 

 

(86

)

 

 

8,627

 

 

 

15,030

 

 

 

(43

)

 

Supplemental education

 

8,813

 

 

 

330

 

 

 

 

 

 

21,310

 

 

 

(6,220

)

 

 

 

 

Kaplan corporate and other

 

(6,042

)

 

 

(6,870

)

 

 

12

 

 

 

(10,949

)

 

 

(8,392

)

 

 

(30

)

 

Amortization of intangible assets

 

(3,914

)

 

 

(4,271

)

 

 

8

 

 

 

(8,079

)

 

 

(8,472

)

 

 

5

 

 

Impairment of long-lived assets

 

(2,159

)

 

 

(10,020

)

 

 

78

 

 

 

(3,206

)

 

 

(10,020

)

 

 

68

 

 

Intersegment elimination

 

(1

)

 

 

 

 

 

 

 

 

97

 

 

 

5

 

 

 

 

 

 

 

$

13,148

 

 

 

$

12,254

 

 

 

7

 

 

 

$

32,084

 

 

 

$

16,946

 

 

 

89

 

 

 

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States. Kaplan International revenue increased 10% and decreased 3% for the second quarter and first six months of 2021, respectively (decreases of 1% and 12%, respectively, on a constant currency basis) due largely to COVID-19 disruptions at Languages, partially offset by growth at UK Professional, Singapore, and Pathways. Kaplan International reported operating income of $14.1 million in the second quarter of 2021, compared to $16.0 million in the second quarter of 2020. Operating income decreased to $24.3 million in the first six months of 2021, compared to $35.0 million in the first six months of 2020. The decline in operating results in the second quarter of 2021 is due to COVID-19 reduced student levels at Kaplan’s UK student dormitories at Pathways and at MPW, partially offset by improvements at Languages and UK Professional. The decline in operating results in the first six months of 2021 is due primarily to declines in student levels at Kaplan’s UK student dormitories at Pathways and at MPW, and increased losses at Languages, partially offset by improved earnings at UK Professional. Overall, Kaplan International’s operating results were negatively impacted by $12 million and $26 million in losses, respectively, incurred at Languages from continued significant COVID-19 disruptions for the second quarter and first six months of 2021. In addition, Kaplan International recorded $3.9 million of lease restructuring costs and $1.2 million of severance restructuring costs at Languages in the second quarter of 2020; the lease restructuring costs included $1.5 million in accelerated depreciation expense. Due to the continuation of travel restrictions imposed as a result of COVID-19, Kaplan expects the disruption of its Languages business operating environment to continue for the remainder of 2021.

Higher Education includes the results of Kaplan as a service provider to higher education institutions. In the second quarter and first six months of 2021, Higher Education revenue declined 9% and 3%, respectively, due to a reduction in the Purdue Global fee recorded. For the second quarter and first half of 2021, Kaplan recorded a portion of the fee with Purdue Global based on an assessment of its collectability under the TOSA. Higher Education operating income was down substantially from the prior year, as the Purdue Global fee recognized in the first six months of 2021 was lower than the amount recognized in the prior year, due to less cash available for distribution at June 30, 2021 due to timing of cash receipts at Purdue Global. The Company will continue to assess the collectability of the fee with Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to make adjustments to fee amounts recognized in earlier periods. For the second quarter and first six months of 2020, Kaplan Higher Education recorded $1.5 million and $3.5 million, respectively, in lease restructuring costs, of which $0.1 million was accelerated depreciation expense.

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Education revenue declined 2% for the second quarter and first six months of 2021, due to a decline in retail comprehensive test preparation demand, offset in part by product-life extensions in 2020 related to the postponement of various standardized test and certification exam dates due to COVID-19, as well as growth in real estate and insurance programs. Operating results improved in 2021 due to savings from restructuring activities implemented in 2020, $5.1 million of lease restructuring costs incurred in the second quarter of 2020 (of which $1.8 million was accelerated depreciation) and the adverse revenue impact from product-life extensions in the first half of 2020.

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. Overall, Kaplan corporate and other expenses increased in the first six months of 2021 due to higher compensation costs.

Television Broadcasting

Revenue at the television broadcasting division increased 19% to $120.0 million in the second quarter of 2021, from $100.8 million in the same period of 2020. The revenue increase is due to increased local and national advertising revenues, which were adversely impacted in 2020 by reduced demand related to the COVID-19 pandemic, and a $1.8 million increase in retransmission revenues, partially offset by a $3.7 million decline in political advertising revenue. The increase in local and national advertising was from growth in the home products, health and fitness, and sports betting categories. In the second quarter of 2021 and 2020, the television broadcasting division recorded $0.2 million and $1.1 million, respectively, in reductions to operating expenses related to property, plant and equipment gains due to new equipment received at no cost in connection with the spectrum repacking mandate of the FCC. Operating income for the second quarter of 2021 increased 51% to $35.6 million, from $23.6 million in the same period of 2020, due to increased revenues, offset by higher network fees.

Revenue at the television broadcasting division increased 8% to $233.6 million in the first six months of 2021, from $216.2 million in the same period of 2020. The revenue increase is due to increased local and national advertising revenues, which were adversely impacted in 2020 by reduced demand related to the COVID-19 pandemic, and a $5.8 million increase in retransmission revenues, partially offset by a $14.0 million decline in political advertising revenue. The increase in local and national advertising was from growth in the home products, health and fitness, and sports betting categories. In the first six months of 2021 and 2020, the television broadcasting division recorded $0.8 million and $1.4 million, respectively, in reductions to operating expenses related to property, plant and equipment gains due to new equipment received at no cost in connection with the spectrum repacking mandate of the FCC. Operating income for the first six months of 2021 increased 15% to $68.6 million, from $59.4 million in the same period of 2020, due to increased revenues, offset by higher network fees.

Manufacturing

Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce/Dayton, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications.

Manufacturing revenues increased 70% and 31% in the second quarter and first six months of 2021, respectively. The revenue growth for the second quarter of 2021 is due primarily to significantly increased revenues at Hoover from substantially higher wood prices and improved product demand, as well as increased revenue at Dekko. The revenue growth for the first half of 2021 is due primarily to significantly increased revenues at Hoover from substantially higher wood prices and improved product demand, partially offset by lower revenues at Dekko from lower product demand. Manufacturing operating results improved in the second quarter of 2021 due to significantly higher results at Hoover from substantial gains on inventory sales and improved results at Dekko. Manufacturing operating results improved in the first six months of 2021 due to significantly higher results at Hoover from substantial gains on inventory sales, partially offset by a decline in Dekko results from lower revenues and higher prices for certain commodities. Wood prices began to decline in June 2021 and this trend has continued in July 2021, which is expected to result in significant losses on inventory sales at Hoover in the third quarter of 2021, offsetting significant gains on inventory sales at Hoover in the first half of 2021.

In the second quarter of 2021, Dekko announced a plan to relocate its manufacturing operations in Shelton, CT to other Dekko manufacturing facilities. In connection with this activity, Dekko is in the process of implementing a SIP for the affected employees, resulting in $1.1 million in non-operating SIP expense recorded in the second quarter of 2021, to be funded by the assets of the Company’s pension plan.

Healthcare

The Graham Healthcare Group (GHG) provides home health and hospice services in three states. GHG provides other healthcare services, including nursing care and prescription services for patients receiving in-home infusion treatments through its 75% interest in CSI Pharmacy Holdings Company, LLC (CSI). Healthcare revenues increased 11% and 10% for the second quarter and first six months of 2021, respectively, largely due to growth at CSI. The increase in GHG operating results in the first six months of 2021 is due to improved results from home health services and CSI.

In the second quarter of 2020, GHG received $7.4 million from the Federal CARES Act Provider Relief Fund. GHG did not apply for these funds; they were disbursed to GHG as a Medicare provider under the CARES Act. Under the Department of Health and Human Services guidelines, these funds may be used to offset revenue reductions and expenses incurred in connection with the COVID-19 pandemic. Of this amount, GHG recorded $5.5 million in revenue in the second quarter to partially offset the impact of revenue reductions due to the COVID-19 pandemic from the curtailment of elective procedures by health systems and other factors. GHG recorded $1.7 million as a credit to operating costs to partially offset the impact of costs incurred to procure personal protective equipment for GHG employees and other COVID-19 related costs.

Other Businesses

Automotive

Automotive includes three automotive dealerships in the Washington, D.C. metropolitan area: Lexus of Rockville, Honda of Tysons Corner, and Ourisman Jeep of Bethesda. Revenues for the second quarter and first six months of 2021 increased significantly due to sales growth at each of the three dealerships, due partly to significantly reduced demand for sales and service in the first half of 2020 at the onset of the COVID-19 pandemic in March 2020. As a result of the pandemic and the related recessionary conditions, the Company’s automotive dealerships recorded a $6.7 million intangible asset impairment charge in the first quarter of 2020. Operating earnings for the second quarter and first six months of 2021 improved significantly from losses in the prior year due to increased sales and margins, in addition to the impairment charge recorded in the first quarter of 2020.

Clyde’s Restaurant Group

Clyde’s Restaurant Group (CRG) owns and operates eleven restaurants and entertainment venues in the Washington, D.C. metropolitan area, including Old Ebbitt Grill and The Hamilton. As a result of the COVID-19 pandemic, CRG temporarily closed all of its restaurants and venues in mid-March 2020 through mid-June 2020, pursuant to government orders, maintaining limited operations for outdoor dining, delivery and pickup. CRG recorded a $9.7 million goodwill and intangible assets impairment charge in the first quarter of 2020. In December 2020, CRG temporarily closed its restaurant dining rooms in Maryland and the District of Columbia for the second time, reopening again for limited indoor dining service in mid-February 2021. Dining restrictions from government orders were substantially lifted for all of CRG’s operations by the end of the second quarter of 2021. In June 2020, CRG made the decision to close its restaurant and entertainment venue in Columbia, MD effective July 19, 2020, resulting in accelerated depreciation of property, plant and equipment totaling $2.8 million in the second quarter of 2020.

Overall, CRG incurred operating losses in each of the second quarters and first six months of 2021 and 2020 due to limited revenues and costs incurred to maintain its facilities and support its employees, however, those losses were significantly lower in 2021. While CRG revenues have been adversely impacted as a result of the pandemic, such revenues improved steadily in each of the first six months of 2021. CRG continues to develop and implement initiatives to increase sales and reduce costs to mitigate the impact of COVID-19.

Framebridge

On May 15, 2020, the Company acquired Framebridge, Inc., a custom framing service company, headquartered in Washington, DC, with two retail locations in the DC metropolitan area and a manufacturing facility in Richmond, KY. At the end of the second quarter of 2021, Framebridge had nine retail locations in the Washington, DC, New York City, Atlanta, GA and Philadelphia, PA areas and two manufacturing facilities in Kentucky. Framebridge expects to open six additional stores in the Boston, MA, Chicago, IL and New York City areas in the second half of 2021. Framebridge revenues in the first six months of 2021 were up substantially from the prior year. Framebridge is an investment stage business and reported significant operating losses in the first six months of 2021.

Code3

Code3 is a performance marketing agency focused on driving performance for brands through three core elements of digital success: media, creative and commerce. Code3 revenue declined in the second quarter and first six months of 2021, due to continued sluggish marketing spending by some advertising clients, offset by increased commerce and creative revenues. Code3 reported operating losses in the second quarter and first six months of 2021 and 2020. In the second quarter of 2021, Code 3 recorded a $1.6 million lease impairment charge (including $0.4 million in property, plant and equipment write-downs). In the second quarter of 2020, Code3 recorded a $1.5 million lease impairment charge (including $0.1 million in property, plant and equipment write-downs) in connection with a restructuring plan that included other cost reduction initiatives. These initiatives included the approval of a SIP that reduced the number of employees at Code3, resulting in $1.0 million in non-operating pension expense in the second quarter of 2020.

Leaf Group

On June 14, 2021, the Company closed on the Leaf acquisition; the Leaf operating results are included in other businesses for the Company’s period of ownership in the second quarter of 2021.

Megaphone

Megaphone was sold by the Company to Spotify in December 2020.

Other

Other businesses also include Slate and Foreign Policy, which publish online and print magazines and websites; and four investment stage businesses, CyberVista, Decile and Pinna, as well as City Cast, a local daily podcast business that began operations in 2021. All of these businesses reported revenue increases in the first six months of 2021. Losses from each of these six businesses in the first six months of 2021 adversely affected operating results.

Overall, for the second quarter of 2021, operating revenues for other businesses increased due largely to increases at the automotive dealerships and CRG and from the Framebridge and Leaf acquisitions, partially offset by declines due to the sale of Megaphone in December 2020. For the first six months of 2021, operating revenues for other businesses increased due largely to increases at the automotive dealerships and from the Framebridge and Leaf acquisitions, partially offset by declines at Code3, and due to the sale of Megaphone in December 2020. Operating results improved in the second quarter and first six months of 2021 primarily due to improvements at the automotive dealerships and CRG, in addition to the goodwill and other long-lived asset impairment charges recorded in the first quarter of 2020 at those businesses, partially offset by losses at Framebridge.

Corporate Office

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate office expenses increased in the first six months of 2021 due primarily to higher compensation costs, offset by a credit related to the fair value change in contingent consideration related to the Framebridge acquisition.

Equity in Earnings of Affiliates

At June 30, 2021, the Company held an approximate 12% interest in Intersection Holdings, LLC, a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in earnings of affiliates of $1.8 million for the second quarter of 2021, compared to earnings of $1.2 million for the second quarter of 2020. These amounts include $1.4 million in net losses for the second quarter of 2021 and $3.1 million in net losses for the second quarter of 2020 from affiliates whose operations are not managed by the Company; this includes losses from the Company’s investment in Intersection in the second quarter of 2021.

The Company recorded equity in earnings of affiliates of $15.2 million for the first six months of 2021, compared to losses of $0.4 million for the first six months of 2020. These amounts include $8.9 million in net earnings for the first six months of 2021 and $3.7 million in net losses for the first six months of 2020 from affiliates whose operations are not managed by the Company; this includes losses from the Company’s investment in Intersection in the first six months of 2021. The Company recorded $3.6 million in write-downs in equity in earnings of affiliates related to two of its investments in the first quarter of 2020.

Net Interest Expense and Related Balances

The Company incurred net interest expense of $5.5 million and $13.0 million for the second quarter and first six months of 2021, respectively; compared to $6.4 million and $13.0 million for the second quarter and first six months of 2020, respectively. The Company recorded interest income of $1.0 million in the second quarter of 2021 and net interest expense of $0.1 million in the first six months of 2021 to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG.

At June 30, 2021, the Company had $510.3 million in borrowings outstanding at an average interest rate of 5.1% and cash, marketable equity securities and other investments of $891.3 million. At June 30, 2021, the Company had £55 million ($76.2 million) outstanding on its $300 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next twelve months, including working capital requirements, capital expenditures, interest payments and dividends.

Non-operating Pension and Postretirement Benefit Income, net

The Company recorded net non-operating pension and postretirement benefit income of $25.2 million and $54.0 million for the second quarter and first six months of 2021, respectively; compared to $12.1 million and $30.5 million for the second quarter and first six months of 2020, respectively.

In the second quarter of 2021, the Company recorded $1.1 million in expenses related to a non-operating SIP at manufacturing. In the second quarter of 2020, the Company recorded $6.0 million in expenses related to non-operating SIPs at the education division and other businesses.

Gain (Loss) on Marketable Equity Securities, net

Overall, the Company recognized $83.7 million and $162.9 million in net gains on marketable equity securities in the second quarter and first six months of 2021, respectively; compared to $39.9 million in net gains and $60.5 million in net losses on marketable equity securities in the second quarter and first six months of 2020, respectively.

Other Non-Operating Income

The Company recorded total other non-operating income, net, of $16.1 million for the second quarter of 2021, compared to $8.1 million for the second quarter of 2020. The 2021 amounts included $6.7 million in gains on the sale of cost method investments; $7.8 million in fair value increases on cost method investments and other items. The 2020 amounts included a $3.7 million gain on acquiring a controlling interest in an equity affiliate; a $2.6 million fair value increase on a cost method investment; a $1.5 million gain on sale of an equity affiliate, and other items; offset by $1.1 million in foreign currency losses.

The Company recorded total other non-operating income, net of $22.4 million for the first six months of 2021, compared to $10.8 million for the first six months of 2020. The 2021 amounts included $6.8 million in gains on sales of cost method investments; $10.5 million in fair value increases on cost method investments and other items. The 2020 amounts included a $3.7 million gain on acquiring a controlling interest in an equity affiliate; $3.2 million in foreign currency gains; a $2.6 million gain on a cost method investment; $1.4 million in net gains on sales of equity affiliates, and other items; partially offset by $2.6 million in impairments on cost method investments.

Provision for (Benefit from) Income Taxes

The Company’s effective tax rate for the first six months of 2021 and 2020 was 27.0% and 18.9%, respectively.

Earnings (Losses) Per Share

The calculation of diluted earnings (losses) per share for the second quarter and first six months of 2021 was based on 4,985,488 and 4,981,000 weighted average shares outstanding, respectively, compared to 5,201,101 and 5,234,809, respectively, for the second quarter and first six months of 2020. At June 30, 2021, there were 5,001,462 shares outstanding. On September 10, 2020, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 364,151 shares as of June 30, 2021.

Forward-Looking Statements

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this press release, in the Company’s Annual Report on Form 10-K and in the Company’s 2020 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the duration and severity of the COVID-19 pandemic and its effects on the Company’s operations, financial results, liquidity and cash flows. Other forward-looking statements include comments about expectations related to acquisitions or dispositions or related business activities, including the TOSA, the Company’s business strategies and objectives, anticipated results of license renewal applications, the prospects for growth in the Company’s various business operations and the Company’s future financial performance. As with any projection or forecast, forward-looking statements are subject to various risks and uncertainties, including the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K, that could cause actual results or events to differ materially from those anticipated in such statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.

 

GRAHAM HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three Months Ended

 

 

June 30

%

(in thousands, except per share amounts)

2021

 

2020

Change

Operating revenues

$

801,152

 

 

 

$

652,871

 

 

23

 

 

Operating expenses

729,304

 

 

 

598,243

 

 

22

 

 

Depreciation of property, plant and equipment

16,600

 

 

 

22,913

 

 

(28

)

 

Amortization of intangible assets

13,889

 

 

 

14,327

 

 

(3

)

 

Impairment of long-lived assets

3,768

 

 

 

11,511

 

 

(67

)

 

Operating income

37,591

 

 

 

5,877

 

 

 

 

Equity in earnings of affiliates, net

1,776

 

 

 

1,182

 

 

50

 

 

Interest income

1,876

 

 

 

954

 

 

97

 

 

Interest expense

(7,353

)

 

 

(7,377

)

 

0

 

 

Non-operating pension and postretirement benefit income, net

25,216

 

 

 

12,136

 

 

 

 

Gain on marketable equity securities, net

83,698

 

 

 

39,890

 

 

 

 

Other income, net

16,122

 

 

 

8,100

 

 

99

 

 

Income before income taxes

158,926

 

 

 

60,762

 

 

 

 

Provision for income taxes

43,000

 

 

 

41,900

 

 

3

 

 

Net income

115,926

 

 

 

18,862

 

 

 

 

Net income attributable to noncontrolling interests

(568

)

 

 

(8

)

 

 

 

Net Income Attributable to Graham Holdings Company Common Stockholders

$

115,358

 

 

 

$

18,854

 

 

 

 

Per Share Information Attributable to Graham Holdings Company Common Stockholders

 

 

 

 

Basic net income per common share

$

23.07

 

 

 

$

3.61

 

 

 

 

Basic average number of common shares outstanding

4,968

 

 

 

5,196

 

 

 

Diluted net income per common share

$

22.99

 

 

 

$

3.60

 

 

 

 

Diluted average number of common shares outstanding

4,985

 

 

 

5,201

 

 

 

 

GRAHAM HOLDINGS COMPANY

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

 

 

 

 

Six Months Ended

 

 

June 30

%

(in thousands, except per share amounts)

2021

 

2020

Change

Operating revenues

$

1,513,607

 

 

 

$

1,385,128

 

 

9

 

 

Operating expenses

1,376,386

 

 

 

1,275,145

 

 

8

 

 

Depreciation of property, plant and equipment

33,145

 

 

 

39,617

 

 

(16

)

 

Amortization of intangible assets

27,826

 

 

 

28,492

 

 

(2

)

 

Impairment of goodwill and other long-lived assets

4,815

 

 

 

27,912

 

 

(83

)

 

Operating income

71,435

 

 

 

13,962

 

 

 

 

Equity in earnings (losses) of affiliates, net

15,204

 

 

 

(365

)

 

 

 

Interest income

2,766

 

 

 

2,105

 

 

31

 

 

Interest expense

(15,801

)

 

 

(15,055

)

 

5

 

 

Non-operating pension and postretirement benefit income, net

54,003

 

 

 

30,539

 

 

77

 

 

Gain (loss) on marketable equity securities, net

162,912

 

 

 

(60,503

)

 

 

 

Other income, net

22,442

 

 

 

10,788

 

 

 

 

Income (loss) before income taxes

312,961

 

 

 

(18,529

)

 

 

 

Provision for (benefit from) income taxes

84,400

 

 

 

(3,500

)

 

 

 

Net income (loss)

228,561

 

 

 

(15,029

)

 

 

 

Net (income) loss attributable to noncontrolling interests

(753

)

 

 

638

 

 

 

 

Net Income (Loss) Attributable to Graham Holdings Company Common Stockholders

$

227,808

 

 

 

$

(14,391

)

 

 

 

Per Share Information Attributable to Graham Holdings Company Common Stockholders

 

 

 

 

Basic net income (loss) per common share

$

45.55

 

 

 

$

(2.77

)

 

 

 

Basic average number of common shares outstanding

4,968

 

 

 

5,235

 

 

 

Diluted net income (loss) per common share

$

45.43

 

 

 

$

(2.77

)

 

 

 

Diluted average number of common shares outstanding

4,981

 

 

 

5,235

 

 

 

 

GRAHAM HOLDINGS COMPANY

BUSINESS DIVISION INFORMATION

(Unaudited)

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30

 

%

 

June 30

 

%

(in thousands)

 

2021

 

2020

 

Change

 

2021

 

2020

 

Change

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

339,984

 

 

 

$

333,175

 

 

 

2

 

 

 

$

669,301

 

 

 

$

689,553

 

 

 

(3

)

 

Television broadcasting

 

119,966

 

 

 

100,762

 

 

 

19

 

 

 

233,591

 

 

 

216,210

 

 

 

8

 

 

Manufacturing

 

141,123

 

 

 

83,239

 

 

 

70

 

 

 

257,083

 

 

 

196,697

 

 

 

31

 

 

Healthcare

 

54,696

 

 

 

49,181

 

 

 

11

 

 

 

104,739

 

 

 

95,175

 

 

 

10

 

 

Other businesses

 

145,899

 

 

 

86,863

 

 

 

68

 

 

 

249,938

 

 

 

188,145

 

 

 

33

 

 

Corporate office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intersegment elimination

 

(516

)

 

 

(349

)

 

 

 

 

 

(1,045

)

 

 

(652

)

 

 

 

 

 

 

$

801,152

 

 

 

$

652,871

 

 

 

23

 

 

 

$

1,513,607

 

 

 

$

1,385,128

 

 

 

9

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

326,836

 

 

 

$

320,921

 

 

 

2

 

 

 

$

637,217

 

 

 

$

672,607

 

 

 

(5

)

 

Television broadcasting

 

84,363

 

 

 

77,135

 

 

 

9

 

 

 

165,010

 

 

 

156,807

 

 

 

5

 

 

Manufacturing

 

128,695

 

 

 

84,721

 

 

 

52

 

 

 

235,748

 

 

 

191,678

 

 

 

23

 

 

Healthcare

 

46,101

 

 

 

40,363

 

 

 

14

 

 

 

89,004

 

 

 

83,188

 

 

 

7

 

 

Other businesses

 

163,512

 

 

 

111,183

 

 

 

47

 

 

 

286,888

 

 

 

245,946

 

 

 

17

 

 

Corporate office

 

14,570

 

 

 

13,020

 

 

 

12

 

 

 

29,350

 

 

 

21,592

 

 

 

36

 

 

Intersegment elimination

 

(516

)

 

 

(349

)

 

 

 

 

 

(1,045

)

 

 

(652

)

 

 

 

 

 

 

$

763,561

 

 

 

$

646,994

 

 

 

18

 

 

 

$

1,442,172

 

 

 

$

1,371,166

 

 

 

5

 

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

13,148

 

 

 

$

12,254

 

 

 

7

 

 

 

$

32,084

 

 

 

$

16,946

 

 

 

89

 

 

Television broadcasting

 

35,603

 

 

 

23,627

 

 

 

51

 

 

 

68,581

 

 

 

59,403

 

 

 

15

 

 

Manufacturing

 

12,428

 

 

 

(1,482

)

 

 

 

 

 

21,335

 

 

 

5,019

 

 

 

 

 

Healthcare

 

8,595

 

 

 

8,818

 

 

 

(3

)

 

 

15,735

 

 

 

11,987

 

 

 

31

 

 

Other businesses

 

(17,613

)

 

 

(24,320

)

 

 

28

 

 

 

(36,950

)

 

 

(57,801

)

 

 

36

 

 

Corporate office

 

(14,570

)

 

 

(13,020

)

 

 

(12

)

 

 

(29,350

)

 

 

(21,592

)

 

 

(36

)

 

 

 

$

37,591

 

 

 

$

5,877

 

 

 

 

 

 

$

71,435

 

 

 

$

13,962

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

7,482

 

 

 

$

10,324

 

 

 

(28

)

 

 

$

15,262

 

 

 

$

17,653

 

 

 

(14

)

 

Television broadcasting

 

3,543

 

 

 

3,446

 

 

 

3

 

 

 

7,016

 

 

 

6,789

 

 

 

3

 

 

Manufacturing

 

2,427

 

 

 

2,526

 

 

 

(4

)

 

 

4,944

 

 

 

5,053

 

 

 

(2

)

 

Healthcare

 

331

 

 

 

493

 

 

 

(33

)

 

 

648

 

 

 

1,033

 

 

 

(37

)

 

Other businesses

 

2,659

 

 

 

5,948

 

 

 

(55

)

 

 

4,949

 

 

 

8,738

 

 

 

(43

)

 

Corporate office

 

158

 

 

 

176

 

 

 

(10

)

 

 

326

 

 

 

351

 

 

 

(7

)

 

 

 

$

16,600

 

 

 

$

22,913

 

 

 

(28

)

 

 

$

33,145

 

 

 

$

39,617

 

 

 

(16

)

 

Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

6,073

 

 

 

$

14,291

 

 

 

(58

)

 

 

$

11,285

 

 

 

$

18,492

 

 

 

(39

)

 

Television broadcasting

 

1,361

 

 

 

1,361

 

 

 

0

 

 

 

2,720

 

 

 

2,721

 

 

 

0

 

 

Manufacturing

 

6,610

 

 

 

6,988

 

 

 

(5

)

 

 

13,597

 

 

 

14,125

 

 

 

(4

)

 

Healthcare

 

780

 

 

 

1,307

 

 

 

(40

)

 

 

1,561

 

 

 

2,617

 

 

 

(40

)

 

Other businesses

 

2,833

 

 

 

1,891

 

 

 

50

 

 

 

3,478

 

 

 

18,449

 

 

 

(81

)

 

Corporate office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

17,657

 

 

 

$

25,838

 

 

 

(32

)

 

 

$

32,641

 

 

 

$

56,404

 

 

 

(42

)

 

Pension Expense

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

$

2,398

 

 

 

$

2,592

 

 

 

(7

)

 

 

$

4,681

 

 

 

$

5,177

 

 

 

(10

)

 

Television broadcasting

 

956

 

 

 

836

 

 

 

14

 

 

 

1,791

 

 

 

1,632

 

 

 

10

 

 

Manufacturing

 

246

 

 

 

395

 

 

 

(38

)

 

 

641

 

 

 

789

 

 

 

(19

)

 

Healthcare

 

108

 

 

 

112

 

 

 

(4

)

 

 

280

 

 

 

271

 

 

 

3

 

 

Other businesses

 

487

 

 

 

403

 

 

 

21

 

 

 

856

 

 

 

866

 

 

 

(1

)

 

Corporate office

 

1,682

 

 

 

1,466

 

 

 

15

 

 

 

3,230

 

 

 

2,852

 

 

 

13

 

 

 

 

$

5,877

 

 

 

$

5,804

 

 

 

1

 

 

 

$

11,479

 

 

 

$

11,587

 

 

 

(1

)

 

 

GRAHAM HOLDINGS COMPANY

EDUCATION DIVISION INFORMATION

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

 

June 30

 

%

 

June 30

 

%

(in thousands)

 

2021

 

2020

 

Change

 

2021

 

2020

 

Change

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

181,276

 

 

 

$

164,713

 

 

 

10

 

 

 

$

353,171

 

 

 

$

364,328

 

 

 

(3

)

 

Higher education

 

78,740

 

 

 

86,453

 

 

 

(9

)

 

 

154,426

 

 

 

159,990

 

 

 

(3

)

 

Supplemental education

 

77,911

 

 

 

79,785

 

 

 

(2

)

 

 

157,566

 

 

 

161,073

 

 

 

(2

)

 

Kaplan corporate and other

 

3,615

 

 

 

3,039

 

 

 

19

 

 

 

6,978

 

 

 

6,244

 

 

 

12

 

 

Intersegment elimination

 

(1,558

)

 

 

(815

)

 

 

 

 

 

(2,840

)

 

 

(2,082

)

 

 

 

 

 

 

$

339,984

 

 

 

$

333,175

 

 

 

2

 

 

 

$

669,301

 

 

 

$

689,553

 

 

 

(3

)

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

167,199

 

 

 

$

148,678

 

 

 

12

 

 

 

$

328,887

 

 

 

$

329,313

 

 

 

0

 

 

Higher education

 

76,366

 

 

 

69,403

 

 

 

10

 

 

 

145,799

 

 

 

144,960

 

 

 

1

 

 

Supplemental education

 

69,098

 

 

 

79,455

 

 

 

(13

)

 

 

136,256

 

 

 

167,293

 

 

 

(19

)

 

Kaplan corporate and other

 

9,657

 

 

 

9,909

 

 

 

(3

)

 

 

17,927

 

 

 

14,636

 

 

 

22

 

 

Amortization of intangible assets

 

3,914

 

 

 

4,271

 

 

 

(8

)

 

 

8,079

 

 

 

8,472

 

 

 

(5

)

 

Impairment of long-lived assets

 

2,159

 

 

 

10,020

 

 

 

(78

)

 

 

3,206

 

 

 

10,020

 

 

 

(68

)

 

Intersegment elimination

 

(1,557

)

 

 

(815

)

 

 

 

 

 

(2,937

)

 

 

(2,087

)

 

 

 

 

 

 

$

326,836

 

 

 

$

320,921

 

 

 

2

 

 

 

$

637,217

 

 

 

$

672,607

 

 

 

(5

)

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

14,077

 

 

 

$

16,035

 

 

 

(12

)

 

 

$

24,284

 

 

 

$

35,015

 

 

 

(31

)

 

Higher education

 

2,374

 

 

 

17,050

 

 

 

(86

)

 

 

8,627

 

 

 

15,030

 

 

 

(43

)

 

Supplemental education

 

8,813

 

 

 

330

 

 

 

 

 

 

21,310

 

 

 

(6,220

)

 

 

 

 

Kaplan corporate and other

 

(6,042

)

 

 

(6,870

)

 

 

12

 

 

 

(10,949

)

 

 

(8,392

)

 

 

(30

)

 

Amortization of intangible assets

 

(3,914

)

 

 

(4,271

)

 

 

8

 

 

 

(8,079

)

 

 

(8,472

)

 

 

5

 

 

Impairment of long-lived assets

 

(2,159

)

 

 

(10,020

)

 

 

78

 

 

 

(3,206

)

 

 

(10,020

)

 

 

68

 

 

Intersegment elimination

 

(1

)

 

 

 

 

 

 

 

 

97

 

 

 

5

 

 

 

 

 

 

 

$

13,148

 

 

 

$

12,254

 

 

 

7

 

 

 

$

32,084

 

 

 

$

16,946

 

 

 

89

 

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

4,835

 

 

 

$

5,619

 

 

 

(14

)

 

 

$

10,087

 

 

 

$

10,197

 

 

 

(1

)

 

Higher education

 

873

 

 

 

832

 

 

 

5

 

 

 

1,725

 

 

 

1,555

 

 

 

11

 

 

Supplemental education

 

1,670

 

 

 

3,772

 

 

 

(56

)

 

 

3,246

 

 

 

5,711

 

 

 

(43

)

 

Kaplan corporate and other

 

104

 

 

 

101

 

 

 

3

 

 

 

204

 

 

 

190

 

 

 

7

 

 

 

 

$

7,482

 

 

 

$

10,324

 

 

 

(28

)

 

 

$

15,262

 

 

 

$

17,653

 

 

 

(14

)

 

Pension Expense

 

 

 

 

 

 

 

 

 

 

 

 

Kaplan international

 

$

77

 

 

 

$

120

 

 

 

(36

)

 

 

$

148

 

 

 

$

232

 

 

 

(36

)

 

Higher education

 

1,137

 

 

 

1,070

 

 

 

6

 

 

 

2,220

 

 

 

2,140

 

 

 

4

 

 

Supplemental education

 

976

 

 

 

1,084

 

 

 

(10

)

 

 

1,907

 

 

 

2,169

 

 

 

(12

)

 

Kaplan corporate and other

 

208

 

 

 

318

 

 

 

(35

)

 

 

406

 

 

 

636

 

 

 

(36

)

 

 

 

$

2,398

 

 

 

$

2,592

 

 

 

(7

)

 

 

$

4,681

 

 

 

$

5,177

 

 

 

(10

)

 

 

NON-GAAP FINANCIAL INFORMATION

GRAHAM HOLDINGS COMPANY

(Unaudited)

In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included in this press release, the Company has provided information regarding Income before income taxes, excluding certain items described below, reconciled to the most directly comparable GAAP measures. Management believes that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

  • the ability to make meaningful period-to-period comparisons of the Company’s ongoing results;
  • the ability to identify trends in the Company’s underlying business; and
  • a better understanding of how management plans and measures the Company’s underlying business.

The Company has provided this non-GAAP information on a pre-income tax basis in order to facilitate a meaningful period-to-period comparison of income in light of the difference in applicable income tax rates for the second quarter and first six months of 2021 and the second quarter and first six months of 2020.

Income before income taxes, excluding certain items, should not be considered substitutes or alternatives to computations calculated in accordance with and required by GAAP. These non-GAAP financial measures should be read only in conjunction with financial information presented on a GAAP basis. The following table reconciles the non-GAAP financial measures to the most directly comparable GAAP measures:

 

 

Three Months Ended

June 30

 

Six Months Ended

June 30

(in thousands)

2021

 

2020

 

2021

 

2020

Income (loss) before income taxes, as reported

$

158,926

 

 

 

$

60,762

 

 

 

$

312,961

 

 

 

$

(18,529

)

 

Adjustments:

 

 

 

 

 

 

 

Net credit related to a fair value change in contingent consideration from a prior acquisition

(2,599

)

 

 

 

 

 

(2,213

)

 

 

 

 

Goodwill and other long-lived asset impairment charge

3,439

 

 

 

9,274

 

 

 

3,439

 

 

 

25,676

 

 

Restructuring charges at the education division

 

 

 

10,211

 

 

 

 

 

 

10,211

 

 

Accelerated depreciation at other businesses

 

 

 

2,847

 

 

 

 

 

 

2,847

 

 

Reduction to operating expenses in connection with the broadcast spectrum repacking

(171

)

 

 

(1,074

)

 

 

(814

)

 

 

(1,365

)

 

Charges related to non-operating Separation Incentive Program

1,118

 

 

 

4,583

 

 

 

1,118

 

 

 

4,583

 

 

Net (gains) losses on marketable equity securities

(83,698

)

 

 

(39,890

)

 

 

(162,912

)

 

 

60,503

 

 

Net losses (earnings) of affiliates whose operations are not managed by the Company

1,436

 

 

 

3,083

 

 

 

(8,896

)

 

 

3,667

 

 

Non-operating gain, net, from sales, write-ups and impairments of cost and equity method investments

(14,482

)

 

 

(7,752

)

 

 

(17,205

)

 

 

(1,621

)

 

Net interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest

(955

)

 

 

 

 

 

96

 

 

 

 

 

Foreign currency (gain) loss

(678

)

 

 

1,070

 

 

 

(678

)

 

 

(3,220

)

 

Income before income taxes, adjusted (non-GAAP)

$

62,336

 

 

 

$

43,114

 

 

 

$

124,896

 

 

 

$

82,752

 

 

###

Wallace R. Cooney

(703) 345-6470

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Managed Care Entertainment Professional Services Other Education Other Manufacturing Education Publishing TV and Radio Communications Finance Manufacturing Health

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