8-K
Graham Holdings Co (GHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2024
GRAHAM HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-06714 | 53-0182885 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 1, 2024, Graham Holdings Company issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2024. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Graham Holdings Company Earnings Release Dated May 1, 2024.
Exhibit Index
Exhibit 99.1 Graham Holdings Company Earnings Release datedMay1, 2024.
Exhibit 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Graham Holdings Company | |
|---|---|
| (Registrant) | |
| Date: May 1, 2024 | /s/ Wallace R. Cooney |
| Wallace R. Cooney,<br>Chief Financial Officer<br>(Principal Financial Officer) |
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Document
Exhibit 99.1
| Contact: | Wallace R. Cooney | For Immediate Release |
|---|---|---|
| (703) 345-6470 | May 1, 2024 | |
| GRAHAM HOLDINGS COMPANY REPORTS | ||
| FIRST QUARTER EARNINGS |
ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the first quarter of 2024. The Company also filed its Form 10-Q today for the quarter ended March 31, 2024 with the Securities and Exchange Commission.
Division Operating Results
Revenue for the first quarter of 2024 was $1,152.7 million, up 12% from $1,031.5 million in the first quarter of 2023. Revenues increased at education, healthcare and automotive, partially offset by declines at manufacturing and other businesses. The Company reported operating income of $35.4 million for the first quarter of 2024, compared to $27.7 million for the first quarter of 2023. The improvement in operating results is due to increases at education, television broadcasting and healthcare, and reduced losses at other businesses, partially offset by declines at manufacturing and automotive. The Company reported adjusted operating cash flow (non-GAAP) for 2024 of $82.8 million for the first quarter of 2024, compared to $71.6 million for the first quarter of 2023. Adjusted operating cash flow improved at education, television broadcasting, healthcare and other businesses, partially offset by declines at manufacturing and automotive. Capital expenditures totaled $21.5 million and $22.3 million for the first quarter of 2024 and 2023, respectively.
Acquisitions and Dispositions of Businesses
There were no significant business acquisitions or dispositions during the first quarter of 2024.
Debt, Cash and Marketable Equity Securities
At March 31, 2024, the Company had $815.6 million in borrowings outstanding at an average interest rate of 6.4%, including $108.1 million outstanding on its $300 million revolving credit facility. Cash, marketable equity securities and other investments totaled $981.9 million at March 31, 2024.
Overall, the Company recognized $104.2 million and $18.0 million in net gains on marketable equity securities in the first quarter of 2024 and 2023, respectively.
Common Stock Repurchases
During the first quarter of 2024, the Company purchased a total of 28,606 shares of its Class B common stock at a cost of $20.0 million. At March 31, 2024, there were 4,450,593 shares outstanding. On May 4, 2023, 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 207,797 shares as of March 31, 2024.
Overall Company Results
The Company reported net income attributable to common shares of $124.4 million ($27.72 per share) for the first quarter of 2024, compared to $52.3 million ($10.88 per share) for the first quarter of 2023.
The results for the first quarter of 2024 and 2023 were affected by a number of items as described in the Non-GAAP Financial Information schedule attached to this release. Excluding these items, net income attributable to common shares was $50.4 million ($11.24 per share) for the first quarter of 2024, compared to $40.2 million ($8.36 per share) for the first quarter of 2023.
* * * * * * * * * * * *
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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 2023 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. 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.
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| GRAHAM HOLDINGS COMPANY | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
| (Unaudited) | |||||
| Three Months Ended | |||||
| March 31 | % | ||||
| (in thousands, except per share amounts) | 2024 | 2023 | Change | ||
| Operating revenues | $ | 1,152,662 | $ | 1,031,546 | 12 |
| Operating expenses | 1,083,942 | 969,176 | 12 | ||
| Depreciation of property, plant and equipment | 22,527 | 20,025 | 12 | ||
| Amortization of intangible assets | 10,751 | 13,944 | (23) | ||
| Impairment of long-lived assets | — | 745 | — | ||
| Operating income | 35,442 | 27,656 | 28 | ||
| Equity in earnings of affiliates, net | 2,331 | 4,661 | (50) | ||
| Interest income | 2,178 | 1,204 | 81 | ||
| Interest expense | (19,328) | (14,294) | 35 | ||
| Non-operating pension and postretirement benefit income, net | 42,417 | 31,845 | 33 | ||
| Gain on marketable equity securities, net | 104,152 | 18,022 | — | ||
| Other income, net | 1,647 | 3,083 | (47) | ||
| Income before income taxes | 168,839 | 72,177 | — | ||
| Provision for income taxes | 43,500 | 19,200 | — | ||
| Net income | 125,339 | 52,977 | — | ||
| Net income attributable to noncontrolling interests | (959) | (705) | 36 | ||
| Net Income Attributable to Graham Holdings Company Common Stockholders | $ | 124,380 | $ | 52,272 | — |
| Per Share Information Attributable to Graham Holdings Company Common Stockholders | |||||
| Basic net income per common share | $ | 27.87 | $ | 10.91 | — |
| Basic average number of common shares outstanding | 4,432 | 4,759 | |||
| Diluted net income per common share | $ | 27.72 | $ | 10.88 | — |
| Diluted average number of common shares outstanding | 4,457 | 4,776 |
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| GRAHAM HOLDINGS COMPANY | ||||||
|---|---|---|---|---|---|---|
| BUSINESS DIVISION INFORMATION | ||||||
| (Unaudited) | ||||||
| Three Months Ended | ||||||
| March 31 | % | |||||
| (in thousands) | 2024 | 2023 | Change | |||
| Operating Revenues | ||||||
| Education | $ | 422,598 | $ | 378,041 | 12 | |
| Television broadcasting | 113,058 | 112,877 | 0 | |||
| Manufacturing | 101,903 | 114,584 | (11) | |||
| Healthcare | 128,201 | 102,059 | 26 | |||
| Automotive | 303,840 | 232,561 | 31 | |||
| Other businesses | 83,298 | 92,008 | (9) | |||
| Corporate office | 576 | — | — | |||
| Intersegment elimination | (812) | (584) | — | |||
| $ | 1,152,662 | $ | 1,031,546 | 12 | ||
| Operating Expenses | ||||||
| Education | $ | 392,011 | $ | 355,001 | 10 | |
| Television broadcasting | 83,425 | 84,294 | (1) | |||
| Manufacturing | 98,834 | 107,256 | (8) | |||
| Healthcare | 122,110 | 99,123 | 23 | |||
| Automotive | 294,188 | 221,718 | 33 | |||
| Other businesses | 112,252 | 123,009 | (9) | |||
| Corporate office | 15,212 | 14,073 | 8 | |||
| Intersegment elimination | (812) | (584) | — | |||
| $ | 1,117,220 | $ | 1,003,890 | 11 | ||
| Operating Income (Loss) | ||||||
| Education | $ | 30,587 | $ | 23,040 | 33 | |
| Television broadcasting | 29,633 | 28,583 | 4 | |||
| Manufacturing | 3,069 | 7,328 | (58) | |||
| Healthcare | 6,091 | 2,936 | — | |||
| Automotive | 9,652 | 10,843 | (11) | |||
| Other businesses | (28,954) | (31,001) | 7 | |||
| Corporate office | (14,636) | (14,073) | (4) | |||
| $ | 35,442 | $ | 27,656 | 28 | ||
| Amortization of Intangible Assets and Impairment of Long-Lived Assets | ||||||
| Education | $ | 2,974 | $ | 4,416 | (33) | |
| Television broadcasting | 1,350 | 1,362 | (1) | |||
| Manufacturing | 3,120 | 4,862 | (36) | |||
| Healthcare | 636 | 954 | (33) | |||
| Automotive | — | — | — | |||
| Other businesses | 2,671 | 3,095 | (14) | |||
| Corporate office | — | — | — | |||
| $ | 10,751 | $ | 14,689 | (27) | ||
| Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets | ||||||
| Education | $ | 33,561 | $ | 27,456 | 22 | |
| Television broadcasting | 30,983 | 29,945 | 3 | |||
| Manufacturing | 6,189 | 12,190 | (49) | |||
| Healthcare | 6,727 | 3,890 | 73 | |||
| Automotive | 9,652 | 10,843 | (11) | |||
| Other businesses | (26,283) | (27,906) | 6 | |||
| Corporate office | (14,636) | (14,073) | (4) | |||
| $ | 46,193 | $ | 42,345 | 9 |
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| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | % | |||||
| (in thousands) | 2024 | 2023 | Change | |||
| Depreciation | ||||||
| Education | $ | 9,305 | $ | 8,968 | 4 | |
| Television broadcasting | 2,868 | 3,036 | (6) | |||
| Manufacturing | 2,715 | 2,282 | 19 | |||
| Healthcare | 1,594 | 1,104 | 44 | |||
| Automotive | 1,713 | 1,113 | 54 | |||
| Other businesses | 4,183 | 3,369 | 24 | |||
| Corporate office | 149 | 153 | (3) | |||
| $ | 22,527 | $ | 20,025 | 12 | ||
| Pension Expense | ||||||
| Education | $ | 4,110 | $ | 2,198 | 87 | |
| Television broadcasting | 1,639 | 860 | 91 | |||
| Manufacturing | 627 | 275 | — | |||
| Healthcare | 4,758 | 4,357 | 9 | |||
| Automotive | 15 | 5 | — | |||
| Other businesses | 1,940 | 572 | — | |||
| Corporate office | 945 | 976 | (3) | |||
| $ | 14,034 | $ | 9,243 | 52 | ||
| Adjusted Operating Cash Flow (non-GAAP)(1) | ||||||
| Education | $ | 46,976 | $ | 38,622 | 22 | |
| Television broadcasting | 35,490 | 33,841 | 5 | |||
| Manufacturing | 9,531 | 14,747 | (35) | |||
| Healthcare | 13,079 | 9,351 | 40 | |||
| Automotive | 11,380 | 11,961 | (5) | |||
| Other businesses | (20,160) | (23,965) | 16 | |||
| Corporate office | (13,542) | (12,944) | (5) | |||
| $ | 82,754 | $ | 71,613 | 16 |
____________
| (1) | Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets plus Depreciation Expense and Pension Expense. |
|---|
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| GRAHAM HOLDINGS COMPANY | ||||||
|---|---|---|---|---|---|---|
| EDUCATION DIVISION INFORMATION | ||||||
| (Unaudited) | ||||||
| Three Months Ended | ||||||
| March 31 | % | |||||
| (in thousands) | 2024 | 2023 | Change | |||
| Operating Revenues | ||||||
| Kaplan international | $ | 269,798 | $ | 227,076 | 19 | |
| Higher education | 80,122 | 78,341 | 2 | |||
| Supplemental education | 72,122 | 73,587 | (2) | |||
| Kaplan corporate and other | 2,588 | 2,372 | 9 | |||
| Intersegment elimination | (2,032) | (3,335) | — | |||
| $ | 422,598 | $ | 378,041 | 12 | ||
| Operating Expenses | ||||||
| Kaplan international | $ | 238,486 | $ | 205,775 | 16 | |
| Higher education | 74,603 | 71,258 | 5 | |||
| Supplemental education | 67,542 | 69,836 | (3) | |||
| Kaplan corporate and other | 10,173 | 7,210 | 41 | |||
| Amortization of intangible assets | 2,974 | 3,939 | (24) | |||
| Impairment of long-lived assets | — | 477 | — | |||
| Intersegment elimination | (1,767) | (3,494) | — | |||
| $ | 392,011 | $ | 355,001 | 10 | ||
| Operating Income (Loss) | ||||||
| Kaplan international | $ | 31,312 | $ | 21,301 | 47 | |
| Higher education | 5,519 | 7,083 | (22) | |||
| Supplemental education | 4,580 | 3,751 | 22 | |||
| Kaplan corporate and other | (7,585) | (4,838) | (57) | |||
| Amortization of intangible assets | (2,974) | (3,939) | 24 | |||
| Impairment of long-lived assets | — | (477) | — | |||
| Intersegment elimination | (265) | 159 | — | |||
| $ | 30,587 | $ | 23,040 | 33 | ||
| Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets | ||||||
| Kaplan international | $ | 31,312 | $ | 21,301 | 47 | |
| Higher education | 5,519 | 7,083 | (22) | |||
| Supplemental education | 4,580 | 3,751 | 22 | |||
| Kaplan corporate and other | (7,585) | (4,838) | (57) | |||
| Intersegment elimination | (265) | 159 | — | |||
| $ | 33,561 | $ | 27,456 | 22 | ||
| Depreciation | ||||||
| Kaplan international | $ | 7,356 | $ | 6,330 | 16 | |
| Higher education | 903 | 1,102 | (18) | |||
| Supplemental education | 1,019 | 1,509 | (32) | |||
| Kaplan corporate and other | 27 | 27 | 0 | |||
| $ | 9,305 | $ | 8,968 | 4 | ||
| Pension Expense | ||||||
| Kaplan international | $ | 163 | $ | 80 | — | |
| Higher education | 1,781 | 922 | 93 | |||
| Supplemental education | 1,818 | 1,024 | 78 | |||
| Kaplan corporate and other | 348 | 172 | — | |||
| $ | 4,110 | $ | 2,198 | 87 | ||
| Adjusted Operating Cash Flow (non-GAAP)(1) | ||||||
| Kaplan international | $ | 38,831 | $ | 27,711 | 40 | |
| Higher education | 8,203 | 9,107 | (10) | |||
| Supplemental education | 7,417 | 6,284 | 18 | |||
| Kaplan corporate and other | (7,210) | (4,639) | (55) | |||
| Intersegment elimination | (265) | 159 | — | |||
| $ | 46,976 | $ | 38,622 | 22 |
____________
| (1) | Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets plus Depreciation Expense and Pension Expense. |
|---|
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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 Adjusted Operating Cash Flow and Net income 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.
Adjusted Operating Cash Flow and Net income, 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 gains and losses on marketable equity securities relate to the change in the fair value (quoted prices) of its portfolio of equity securities. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders at a subsidiary of the Company's Healthcare business. The Company measures the redemption value of this minority ownership on a quarterly basis with changes in the fair value recorded as interest expense or income, which is included in net income for the period. The effect of gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest are not directly related to the core performance of the Company’s business operations since these items do not directly relate to the sale of the Company’s services or products. The accounting principles generally accepted in the United States (“GAAP”) require that the Company include the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest in net income on the Condensed Consolidated Statements of Operations. The Company excludes the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest from the non-GAAP adjusted net income because these items are independent of the Company’s core operations and not indicative of the performance of the Company’s business operations.
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The following tables reconcile the non-GAAP financial measures for Net income, excluding certain items, to the most directly comparable GAAP measures:
| Three Months Ended March 31 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| (in thousands, except per share amounts) | Income before income taxes | Income Taxes | Net Income | Income before income taxes | Income Taxes | Net Income | ||||||
| Amounts attributable to Graham Holdings Company Common Stockholders | ||||||||||||
| As reported | $ | 168,839 | $ | 43,500 | $ | 125,339 | $ | 72,177 | $ | 19,200 | $ | 52,977 |
| Attributable to noncontrolling interests | (959) | (705) | ||||||||||
| Attributable to Graham Holdings Company Stockholders | 124,380 | 52,272 | ||||||||||
| Adjustments: | ||||||||||||
| Charges related to non-operating Separation Incentive Programs | 418 | 107 | 311 | 4,129 | 1,062 | 3,067 | ||||||
| Net gains on marketable equity securities | (104,152) | (26,668) | (77,484) | (18,022) | (4,744) | (13,278) | ||||||
| Net losses (earnings) of affiliates whose operations are not managed by the Company | 1,486 | 380 | 1,106 | (1,812) | (477) | (1,335) | ||||||
| Non-operating loss (gain) from write-up, sale and impairment of cost method investments | 406 | 104 | 302 | (2,615) | (660) | (1,955) | ||||||
| Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest | 1,876 | 95 | 1,781 | 1,468 | 75 | 1,393 | ||||||
| Net Income, adjusted (non-GAAP) | $ | 50,396 | $ | 40,164 | ||||||||
| Per share information attributable to Graham Holdings Company Common Stockholders | ||||||||||||
| Diluted income per common share, as reported | $ | 27.72 | $ | 10.88 | ||||||||
| Adjustments: | ||||||||||||
| Charges related to non-operating Separation Incentive Programs | 0.07 | 0.64 | ||||||||||
| Net gains on marketable equity securities | (17.27) | (2.76) | ||||||||||
| Net losses (earnings) of affiliates whose operations are not managed by the Company | 0.25 | (0.28) | ||||||||||
| Non-operating loss (gain) from write-up, sale and impairment of cost method investments | 0.07 | (0.41) | ||||||||||
| Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest | 0.40 | 0.29 | ||||||||||
| Diluted income per common share, adjusted (non-GAAP) | $ | 11.24 | $ | 8.36 | ||||||||
| The adjusted diluted per share amounts may not compute due to rounding. |