SEC Filing | Graham Holdings Company

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ghc-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


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

For the Quarterly Period Ended September 30, 2021


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

Commission File Number 001-06714

GRAHAM HOLDINGS COMPANY


(Exact name of registrant as specified in its charter)

Delaware

53-0182885

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1300 North 17th Street, Arlington, Virginia

22209

(Address of principal executive offices)

(Zip Code)

(703) 345-6300

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class B Common Stock, par value $1.00 per share

GHC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒. No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒. No ☐.

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

Large Accelerated Filer

☒

Accelerated
filer

☐

Non-accelerated
filer

☐

Smaller reporting
company

☐

Emerging growth
company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Shares outstanding at October 29, 2021:

Class A Common Stock – 964,001 Shares

Class B Common Stock – 3,988,665 Shares

GRAHAM HOLDINGS COMPANY

Index to Form 10-Q


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations	1

	Condensed Consolidated Statements of Comprehensive Income	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Cash Flows	4

	Condensed Consolidated Statements of Changes in Common Stockholders' Equity	5

	Notes to Condensed Consolidated Financial Statements	7

	Organization, Basis of Presentation and Recent Accounting Pronouncements	7
	Acquisitions and Dispositions of Businesses	7
	Investments	9
	Accounts Receivable, Accounts Payable and Accrued Liabilities	10
	Inventories, Contracts in Progress and Vehicle Floor Plan Payable	11

	Goodwill and Other Intangible Assets	11
	Debt	13
	Fair Value Measurements	14
	Income Taxes	15
	Revenue From Contracts With Customers	15
	Earnings Per Share	16
	Pension and Postretirement Plans	18
	Other Non-Operating Income	19
	Accumulated Other Comprehensive Income (Loss)	20
	Contingencies	21
	Business Segments	22

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 6.	Exhibits	40

Signatures		41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30				Nine Months Ended September 30

(in thousands, except per share amounts)	2021		2020		2021		2020
Operating Revenues
Sales of services	$	515,280	$	492,399	$	1,509,986	$	1,492,631
Sales of goods	294,156		224,583		813,057		609,479
	809,436		716,982		2,323,043		2,102,110
Operating Costs and Expenses
Cost of services sold (exclusive of items shown below)	307,138		298,250		906,555		929,877
Cost of goods sold (exclusive of items shown below)	241,539		177,734		647,218		481,260
Selling, general and administrative	215,891		166,207		587,181		506,199
Depreciation of property, plant and equipment	18,741		18,481		51,886		58,098
Amortization of intangible assets	15,981		14,150		43,807		42,642
Impairment of goodwill and other long-lived assets	26,753		1,916		31,568		29,828
	826,043		676,738		2,268,215		2,047,904
(Loss) Income from Operations	(16,607)		40,244		54,828		54,206
Equity in earnings of affiliates, net	12,964		4,092		28,168		3,727
Interest income	(79)		890		2,687		2,995
Interest expense	(9,343)		(7,247)		(25,144)		(22,302)
Non-operating pension and postretirement benefit income, net	27,561		10,489		81,564		41,028
Gain (loss) on marketable equity securities, net	14,069		59,364		176,981		(1,139)
Other income, net	5,218		222		27,660		11,010
Income Before Income Taxes	33,783		108,054		346,744		89,525
(Benefit from) Provision for Income Taxes	(5,900)		30,000		78,500		26,500
Net Income	39,683		78,054		268,244		63,025
Net (Income) Loss Attributable to Noncontrolling Interests	(97)		(439)		(850)		199
Net Income Attributable to Graham Holdings Company Common Stockholders	$	39,586	$	77,615	$	267,394	$	63,224

Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share	$	7.93	$	15.25	$	53.49	$	12.15
Basic average number of common shares outstanding	4,961		5,060		4,966		5,176
Diluted net income per common share	$	7.90	$	15.22	$	53.33	$	12.11
Diluted average number of common shares outstanding	4,977		5,072		4,980		5,192

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2021		2020		2021		2020
Net Income	$	39,683	$	78,054	$	268,244	$	63,025
Other Comprehensive (Loss) Income, Before Tax
Foreign currency translation adjustments:
Translation adjustments arising during the period	(16,033)		20,430		(15,352)		(541)


Pension and other postretirement plans:
Amortization of net prior service cost included in net income	793		671		2,377		2,010
Amortization of net actuarial (gain) loss included in net income	(1,066)		304		(4,419)		914

	(273)		975		(2,042)		2,924
Cash flow hedges gain (loss)	169		157		803		(1,564)
Other Comprehensive (Loss) Income, Before Tax	(16,137)		21,562		(16,591)		819
Income tax benefit (expense) related to items of other comprehensive (loss) income	11		(299)		342		(431)
Other Comprehensive (Loss) Income, Net of Tax	(16,126)		21,263		(16,249)		388
Comprehensive Income	23,557		99,317		251,995		63,413
Comprehensive (income) loss attributable to noncontrolling interests	(97)		(439)		(850)		199
Total Comprehensive Income Attributable to Graham Holdings Company	$	23,460	$	98,878	$	251,145	$	63,612

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
(in thousands)	September 30, 2021		December 31, 2020
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	133,882	$	413,991
Restricted cash	14,272		9,063
Investments in marketable equity securities and other investments	779,073		587,582
Accounts receivable, net	578,592		537,156

Inventories and contracts in progress	100,258		120,622
Prepaid expenses	78,212		75,523
Income taxes receivable	15,654		29,313
Other current assets	1,641		942

Total Current Assets	1,701,584		1,774,192
Property, Plant and Equipment, Net	461,107		378,286
Lease Right-of-Use Assets	427,225		462,560
Investments in Affiliates	171,249		155,777
Goodwill, Net	1,612,343		1,484,750
Indefinite-Lived Intangible Assets	120,093		120,437
Amortized Intangible Assets, Net	248,246		204,646
Prepaid Pension Cost	1,772,859		1,708,305
Deferred Income Taxes	7,854		8,396
Deferred Charges and Other Assets (includes $782 and $0 of restricted cash)	156,912		146,770

Total Assets	$	6,679,472	$	6,444,119

Liabilities and Equity
Current Liabilities
Accounts payable and accrued liabilities	$	506,638	$	520,236
Deferred revenue	371,208		331,021
Income taxes payable	6,869		5,140


Current portion of lease liabilities	84,144		86,797
Current portion of long-term debt	44,254		6,452
Dividends declared	7,496		—


Total Current Liabilities	1,020,609		949,646

Accrued Compensation and Related Benefits	205,514		201,918
Other Liabilities	33,282		48,768
Deferred Income Taxes	522,923		521,274
Mandatorily Redeemable Noncontrolling Interest	11,921		9,240
Lease Liabilities	392,438		428,849
Long-Term Debt	511,635		506,103

Total Liabilities	2,698,322		2,665,798

Redeemable Noncontrolling Interests	7,412		11,928
Preferred Stock	—		—
Common Stockholders’ Equity
Common stock	20,000		20,000
Capital in excess of par value	388,386		388,159
Retained earnings	7,042,061		6,804,822
Accumulated other comprehensive income, net of taxes
Cumulative foreign currency translation adjustment	(5,598)		9,754

Unrealized gain on pensions and other postretirement plans	593,773		595,287
Cash flow hedges	(1,110)		(1,727)
Cost of Class B common stock held in treasury	(4,073,677)		(4,056,993)
Total Common Stockholders’ Equity	3,963,835		3,759,302
Noncontrolling Interests	9,903		7,091
Total Equity	3,973,738		3,766,393
Total Liabilities and Equity	$	6,679,472	$	6,444,119

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30
(in thousands)	2021		2020
Cash Flows from Operating Activities
Net Income	$	268,244	$	63,025
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and goodwill and other long-lived asset impairments	127,261		130,568
Amortization of lease right-of-use asset	55,246		70,214
Net pension benefit and special separation benefit expense	(68,644)		(27,669)
Gain on marketable equity securities and cost method investments, net	(179,737)		(493)
Gain on disposition and write-down of businesses, property, plant and equipment, investments and other assets, net	(14,406)		(5,918)
Provision for doubtful trade receivables	4,171		8,229
Stock-based compensation expense, net	4,686		4,758
Foreign exchange gain	(674)		(877)
Equity in (earnings) losses of affiliates, net of distributions	(11,364)		2,784
Provision for (benefit from) deferred income taxes	43,580		(733)
Accretion expense and change in fair value of contingent consideration liabilities	(4,325)		—
Change in operating assets and liabilities:
Accounts receivable, net	(27,350)		139,306
Inventories	21,117		51
Accounts payable and accrued liabilities	(7,979)		(65,708)
Deferred revenue	33,561		(26,094)
Income taxes receivable	10,724		(190)
Lease liabilities	(61,775)		(67,299)
Other assets and other liabilities, net	3,192		16,791
Other	1,743		145
Net Cash Provided by Operating Activities	197,271		240,890
Cash Flows from Investing Activities
Investments in certain businesses, net of cash acquired	(272,428)		(20,080)
Purchases of property, plant and equipment	(140,935)		(56,121)
Purchases of marketable equity securities	(48,036)		—
Proceeds from sales of marketable equity securities	38,308		93,775
Investments in equity affiliates, cost method and other investments	(6,610)		(8,298)
Net proceeds from disposition of businesses, property, plant and equipment, investments and other assets	8,771		1,570




Return of investment in equity affiliates	474		314
Other	—		1,562
Net Cash (Used in) Provided by Investing Activities	(420,456)		12,722
Cash Flows from Financing Activities
Deferred payments of acquisitions	(30,866)		(5,010)
Dividends paid	(22,659)		(22,870)
Net borrowings under revolving credit facilities	37,696		75,905
Repayments of borrowings	(16,878)		(75,841)
Issuance of borrowings	22,684		2,084
Common shares repurchased	(21,840)		(123,155)
Net payments on vehicle floor plan payable	(15,035)		(16,300)
Purchase of noncontrolling interest	(3,508)		—
Proceeds from bank overdrafts	1,137		6,454

Proceeds from exercise of stock options	—		5,335

Other	1,244		(276)
Net Cash Used in Financing Activities	(48,025)		(153,674)
Effect of Currency Exchange Rate Change	(2,908)		(2,729)
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	(274,118)		97,209
Beginning Cash and Cash Equivalents and Restricted Cash	423,054		214,044
Ending Cash and Cash Equivalents and Restricted Cash	$	148,936	$	311,253

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY (UNAUDITED)


(in thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Noncontrolling Interest		Total Equity		Redeemable Noncontrolling Interest
As of December 31, 2020	$	20,000	$	388,159	$	6,804,822	$	603,314	$	(4,056,993)	$	7,091	$	3,766,393	$	11,928
Net income for the period					112,635								112,635
Net income attributable to noncontrolling interests					(185)						185		—


Change in redemption value of redeemable noncontrolling interests			697								64		761		(634)
Distribution to noncontrolling interest											(126)		(126)
Dividends on common stock					(15,106)								(15,106)

Issuance of Class B common stock, net of restricted stock forfeitures			(5,188)						5,084				(104)
Amortization of unearned stock compensation and stock option expense			1,589										1,589
Other comprehensive loss, net of income taxes							(1,203)						(1,203)
Purchase of redeemable noncontrolling interest													—		(3,508)

As of March 31, 2021	$	20,000	$	385,257	$	6,902,166	$	602,111	$	(4,051,909)	$	7,214	$	3,864,839	$	7,786
Net income for the period					115,926								115,926
Net income attributable to noncontrolling interests					(699)						699		—

Net loss attributable to redeemable noncontrolling interests					131								131		(131)
Change in redemption value of redeemable noncontrolling interests											65		65		65
Distribution to noncontrolling interest											(152)		(152)
Dividends on common stock					(7,553)								(7,553)

Forfeiture of restricted stock awards, net of Class B common stock issuances			(47)						(49)				(96)
Amortization of unearned stock compensation and stock option expense			1,672										1,672
Other comprehensive income, net of income taxes							1,080						1,080
As of June 30, 2021	$	20,000	$	386,882	$	7,009,971	$	603,191	$	(4,051,958)	$	7,826	$	3,975,912	$	7,720
Net income for the period					39,683								39,683
Noncontrolling interest capital contribution											1,750		1,750
Net income attributable to noncontrolling interest					(469)						469		—
Net loss attributable to redeemable noncontrolling interests					372								372		(372)
Change in redemption value of redeemable noncontrolling interests											64		64		64
Distribution to noncontrolling interest											(206)		(206)
Dividends on common stock					(7,496)								(7,496)
Repurchase of Class B common stock									(21,840)				(21,840)
Issuance of Class B common stock, net of restricted stock forfeitures			(188)						121				(67)
Amortization of unearned stock compensation and stock option expense			1,692										1,692
Other comprehensive loss, net of income taxes							(16,126)						(16,126)

As of September 30, 2021	$	20,000	$	388,386	$	7,042,061	$	587,065	$	(4,073,677)	$	9,903	$	3,973,738	$	7,412






































(in thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Noncontrolling Interest		Total Equity		Redeemable Noncontrolling Interest
As of December 31, 2019	$	20,000	$	381,669	$	6,534,427	$	303,295	$	(3,920,152)	$	7,557	$	3,326,796	$	5,655
Net loss for the period					(33,891)								(33,891)

Net loss attributable to noncontrolling interests					772						(772)		—

Net income attributable to redeemable noncontrolling interests					(126)								(126)		126

Dividends on common stock					(15,289)								(15,289)

Repurchase of Class B common stock									(33,610)				(33,610)
Issuance of Class B common stock									5,335				5,335
Amortization of unearned stock compensation and stock option expense			1,568										1,568
Other comprehensive loss, net of income taxes							(37,943)						(37,943)

As of March 31, 2020	$	20,000	$	383,237	$	6,485,893	$	265,352	$	(3,948,427)	$	6,785	$	3,212,840	$	5,781
Net income for the period					18,862								18,862
Net loss attributable to noncontrolling interests					37						(37)		—
Acquisition of redeemable noncontrolling interest													—		6,005
Net income attributable to redeemable noncontrolling interests					(45)								(45)		45
Dividends on common stock					(7,581)								(7,581)
Repurchase of Class B common stock									(29,295)				(29,295)

Amortization of unearned stock compensation and stock option expense			1,567										1,567
Other comprehensive income, net of income taxes							17,068						17,068
As of June 30, 2020	$	20,000	$	384,804	$	6,497,166	$	282,420	$	(3,977,722)	$	6,748	$	3,213,416	$	11,831
Net income for the period					78,054								78,054
Net income attributable to noncontrolling interest					(373)						373		—

Net income attributable to redeemable noncontrolling interests					(66)								(66)		66
Distribution to noncontrolling interest											(276)		(276)
Dividends on common stock					(7,100)								(7,100)
Repurchase of Class B common stock									(60,250)				(60,250)
Forfeiture of restricted stock awards, net of Class B common stock issuances			(66)						(80)				(146)
Amortization of unearned stock compensation and stock option expense			1,768										1,768
Other comprehensive income, net of income taxes							21,263						21,263
Other					(5)								(5)
As of September 30, 2020	$	20,000	$	386,506	$	6,567,676	$	303,683	$	(4,038,052)	$	6,845	$	3,246,658	$	11,897

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

Graham Holdings Company (the Company), is a diversified education and media company. The Company’s Kaplan subsidiary provides a wide variety of educational services, both domestically and outside the United States (U.S.). The Company’s media operations comprise the ownership and operation of seven television broadcasting stations, several websites and print publications, podcast content and a marketing solutions provider. The Company’s other business operations include manufacturing, automotive dealerships, consumer internet brands, restaurants and entertainment venues, custom framing services and home health and hospice services.

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared in accordance with: (i) generally accepted accounting principles in the United States of America (GAAP) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, for financial statements required to be filed with the Securities and Exchange Commission (SEC). They include the assets, liabilities, results of operations and cash flows of the Company, including its domestic and foreign subsidiaries that are more than 50% owned or otherwise controlled by the Company. As permitted under such rules, certain notes and other financial information normally required by GAAP have been condensed or omitted. Management believes the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and nine months ended September 30, 2021 and 2020 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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

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

The Company assessed certain accounting matters that generally require consideration of forecasted financial information, in context with the information reasonably available to the Company and the unknown future impacts of the novel coronavirus (COVID-19) pandemic as of September 30, 2021 and through the date of this filing. The accounting matters assessed included, but were not limited to, the Company’s carrying value of goodwill and other long-lived assets, allowance for doubtful accounts, inventory valuation and related reserves, fair value of financial assets, valuation allowances for tax assets and revenue recognition. Other than the goodwill and other long-lived asset impairment charges (see Note 6 and Note 8), there were no other impacts to the Company’s condensed consolidated financial statements as of and for the nine months ended September 30, 2021 resulting from our assessments. The Company’s assessments as of and for the nine months ended September 30, 2020 resulted in goodwill, indefinite-lived asset and other long-lived asset impairment charges (see Note 6 and Note 8). The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s condensed consolidated financial statements in future reporting periods.

2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

Acquisitions. On June 14, 2021, the Company acquired all of the outstanding common shares of Leaf Group Ltd. (Leaf) for $308.6 million in cash and the assumption of $9.2 million in liabilities related to their previous stock compensation plan, which will be paid in the future. Leaf is a consumer internet company that builds creator-driven brands in lifestyle and home and art design categories. The acquisition is expected to provide benefits in the future by diversifying the Company’s business operations and providing operating synergies with other business units. The Company includes Leaf in other businesses.

During 2020, the Company acquired three businesses: two in education and one in other businesses for $96.8 million in cash and contingent consideration. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of acquisition.

In the first three months of 2020, Kaplan acquired two small businesses; one in its supplemental education division and one in its international division.

In May 2020, the Company acquired an additional interest in Framebridge, Inc. for cash and contingent consideration that resulted in the Company obtaining control of the investee. Following the acquisition, the Company owns 93.4% of Framebridge. The Company previously accounted for Framebridge under the equity method, and included it in Investments in Affiliates on the Condensed Consolidated Balance Sheet (see Note 3). The contingent consideration is primarily based on Framebridge achieving revenue milestones within a specific time period. The fair value of the contingent consideration at the acquisition date was $50.6 million, determined using a Monte Carlo simulation. The fair value of the redeemable noncontrolling interest in Framebridge was $6.0 million as of the acquisition date, determined using a market approach. The minority shareholder has an option to put 20% of the minority shares annually starting in 2024. The acquisition is expected to provide benefits in the future by diversifying the Company’s business operations and is included in other businesses.

Acquisition-related costs for acquisitions that closed during the first nine months of 2021 and 2020 were $1.6 million and $1.1 million, respectively, and were expensed as incurred. The aggregate purchase price of the 2021 and 2020 acquisitions was allocated as follows (2021 on a preliminary basis), based on acquisition date fair values to the following assets and liabilities:


	Purchase Price Allocation
	Nine Months Ended		Year Ended
(in thousands)	September 30, 2021		December 31, 2020
Accounts receivable	$	16,080	$	745
Inventory	777		3,496
Property, plant and equipment	6,019		3,346
Lease right-of-use assets	7,744		6,580
Goodwill	167,334		73,951

Amortized intangible assets	88,000		14,589
Other assets	4,507		975
Deferred income taxes	40,850		15,958


Other liabilities	(49,823)		(14,917)

Current and noncurrent lease liabilities	(7,742)		(6,593)
Redeemable noncontrolling interest	—		(6,005)

Aggregate purchase price, net of cash acquired	$	273,746	$	92,125

The 2021 fair values recorded were based upon preliminary valuations and the estimates and assumptions used in such valuations are subject to change within the measurement period (up to one year from the acquisition date). The recording of deferred tax assets and liabilities, and the amounts of residual goodwill and other intangibles are not yet finalized. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded due to these acquisitions is attributable to the assembled workforces of the acquired companies and expected synergies. The Company expects to deduct $43.4 million and $3.2 million of goodwill for income tax purposes for the acquisitions completed in 2021 and 2020, respectively.

The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The Company's Condensed Consolidated Statements of Operations for the third quarter of 2021 include aggregate revenues and operating losses for the company acquired in 2021 of $57.5 million and $7.2 million, respectively. The Company's Condensed Consolidated Statements of Operations include aggregate revenues and operating losses of $66.7 million and $9.1 million, respectively, for the first nine months of 2021. The following unaudited pro forma financial information presents the Company’s results as if the current year acquisitions had occurred at the beginning of 2020. The unaudited pro forma information also includes the 2020 acquisitions as if they occurred at the beginning of 2019: