Equibles

8-K

Graham Holdings Co (GHC)

8-K 2024-07-31 For: 2024-07-31
View Original
Added on April 10, 2026

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) July 31, 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 July 31, 2024, Graham Holdings Company issued a press release announcing the Company’s earnings for the second quarter ended June 30, 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 July 31, 2024.

Exhibit Index

Exhibit 99.1    Graham Holdings Company Earnings Release dated July 31, 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: July 31, 2024 /s/ Wallace R. Cooney
Wallace R. Cooney,<br>Chief Financial Officer<br>(Principal Financial Officer)

4

Document

Exhibit 99.1

Contact: Wallace R. Cooney For Immediate Release
(703) 345-6470 July 31, 2024
GRAHAM HOLDINGS COMPANY REPORTS
SECOND QUARTER EARNINGS

ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter and first six months of 2024. The Company also filed its Form 10-Q today for the quarter ended June 30, 2024 with the Securities and Exchange Commission.

Division Operating Results

Revenue for the second quarter of 2024 was $1,185.3 million, up 7% from $1,105.0 million in the second quarter of 2023. Revenues increased at education, healthcare and automotive, partially offset by declines at television broadcasting, manufacturing and other businesses. The Company reported operating income of $25.9 million for the second quarter of 2024, compared to $58.1 million for the second quarter of 2023. The decrease in operating results is due to goodwill and intangible asset impairment charges at World of Good Brands (WGB) and declines at television broadcasting, manufacturing and other businesses, partially offset by increases at education, healthcare and automotive. The Company reported adjusted operating cash flow (non-GAAP) of $98.5 million for the second quarter of 2024, compared to $100.0 million for the second quarter of 2023. Adjusted operating cash flow declined at television broadcasting, manufacturing and other businesses, partially offset by increases at education, healthcare and automotive. Capital expenditures totaled $20.8 million and $22.5 million for the second quarter of 2024 and 2023, respectively.

Revenue for the first six months of 2024 was $2,337.9 million, up 9% from $2,136.5 million in the first six months of 2023. Revenues increased at education, healthcare and automotive, partially offset by declines at television broadcasting, manufacturing and other businesses. The Company recorded operated income of $61.4 million for the first six months of 2024, compared to $85.7 million for the first six months of 2023. The decrease in operating results is due to goodwill and intangible asset impairment charges at WGB and declines at television broadcasting, manufacturing, automotive and other businesses, partially offset by increases at education and healthcare. The Company reported adjusted operating cash flow (non-GAAP) of $181.3 million for the first six months of 2024, compared to $171.6 million for the first six months of 2023. Adjusted operating cash flow improved at education, healthcare, automotive and other businesses, partially offset by declines at manufacturing. Capital expenditures totaled $42.2 million and $44.8 million for the first six months of 2024 and 2023, respectively.

Acquisitions and Dispositions of Businesses

There were no significant business acquisitions or dispositions during the first six months of 2024.

Debt, Cash and Marketable Equity Securities

At June 30, 2024, the Company had $834.8 million in borrowings outstanding at an average interest rate of 6.4%, including $132.2 million outstanding on its $300 million revolving credit facility. Cash, marketable equity securities and other investments totaled $1,009.6 million at June 30, 2024.

Overall, the Company recognized $19.6 million and $123.8 million in net gains on marketable equity securities in the second quarter and first six months of 2024, respectively, compared to $78.6 million and $96.7 million in net gains on marketable equity securities in the second quarter and first six months of 2023, respectively.

Common Stock Repurchases

During the second quarter and first six months of 2024, the Company purchased a total of 40,180 and 68,786 shares, respectively, of its Class B common stock at a cost of $29.5 million and $49.5 million, respectively. At June 30, 2024, there were 4,410,542 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 167,617 shares as of June 30, 2024.

Mandatorily Redeemable Noncontrolling Interest

The Company recorded interest expense of $73.5 million and $75.4 million in the second quarter and first six months of 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at Graham Healthcare Group (GHG). The significant adjustment recorded in the first half of 2024 is largely related to a

-more-

1

substantial increase in the estimated fair value of CSI Pharmacy Holding Company, LLC (CSI). Refer to Notes 7 and 8 in the Company’s 10-Q filing for the second quarter of 2024 for additional information.

Overall Company Results

The Company reported a net loss attributable to common shares of $21.0 million ($4.79 per share) for the second quarter of 2024, compared to income of $122.8 million ($25.89 per share) for the second quarter of 2023. For the first six months of 2024, the Company recorded net income attributable to common shares of $103.3 million ($23.11 per share), compared to $175.1 million ($36.67 per share) for the first six months of 2023.

The results for the second quarter and first six months 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 $56.9 million ($12.70 per share) for the second quarter of 2024, compared to $61.1 million ($12.88 per share) for the second quarter of 2023. Excluding these items, net income attributable to common shares was $107.3 million ($23.99 per share) for the first six months of 2024, compared to $101.4 million ($21.24 per share) for the first six months of 2023.

* * * * * * * * * * * *

-more-

2

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.

-more-

3

GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30 %
(in thousands, except per share amounts) 2024 2023 Change
Operating revenues $ 1,185,280 $ 1,104,999 7
Operating expenses 1,100,851 1,012,537 9
Depreciation of property, plant and equipment 22,173 21,103 5
Amortization of intangible assets 10,058 13,304 (24)
Impairment of goodwill and other long-lived assets 26,287 — —
Operating income 25,911 58,055 (55)
Equity in earnings (losses) of affiliates, net 2,560 (6,115) —
Interest income 2,111 1,548 36
Interest expense (91,383) (11,774) —
Non-operating pension and postretirement benefit income, net 24,655 29,815 (17)
Gain on marketable equity securities, net 19,628 78,648 (75)
Other income, net 1,791 15,794 (89)
(Loss) income before income taxes (14,727) 165,971 —
Provision for income taxes 4,100 41,800 (90)
Net (loss) income (18,827) 124,171 —
Net income attributable to noncontrolling interests (2,213) (1,383) 60
Net (Loss) Income Attributable to Graham Holdings Company Common Stockholders $ (21,040) $ 122,788 —
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net (loss) income per common share $ (4.79) $ 25.96 —
Basic average number of common shares outstanding 4,401 4,700
Diluted net (loss) income per common share $ (4.79) $ 25.89 —
Diluted average number of common shares outstanding 4,401 4,713

-more-

4

GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended
June 30 %
(in thousands, except per share amounts) 2024 2023 Change
Operating revenues $ 2,337,942 $ 2,136,545 9
Operating expenses 2,184,793 1,981,713 10
Depreciation of property, plant and equipment 44,700 41,128 9
Amortization of intangible assets 20,809 27,248 (24)
Impairment of goodwill and other long-lived assets 26,287 745 —
Operating income 61,353 85,711 (28)
Equity in earnings (losses) of affiliates, net 4,891 (1,454) —
Interest income 4,289 2,752 56
Interest expense (110,711) (26,068) —
Non-operating pension and postretirement benefit income, net 67,072 61,660 9
Gain on marketable equity securities, net 123,780 96,670 28
Other income, net 3,438 18,877 (82)
Income before income taxes 154,112 238,148 (35)
Provision for income taxes 47,600 61,000 (22)
Net income 106,512 177,148 (40)
Net income attributable to noncontrolling interests (3,172) (2,088) 52
Net Income Attributable to Graham Holdings Company Common Stockholders $ 103,340 $ 175,060 (41)
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share $ 23.24 $ 36.78 (37)
Basic average number of common shares outstanding 4,416 4,729
Diluted net income per common share $ 23.11 $ 36.67 (37)
Diluted average number of common shares outstanding 4,442 4,744

-more-

5

GRAHAM HOLDINGS COMPANY
BUSINESS DIVISION INFORMATION
(Unaudited)
Three Months Ended Six Months Ended
June 30 % June 30 %
(in thousands) 2024 2023 Change 2024 2023 Change
Operating Revenues
Education $ 422,899 $ 402,227 5 $ 845,497 $ 780,268 8
Television broadcasting 115,478 118,829 (3) 228,536 231,706 (1)
Manufacturing 103,626 120,082 (14) 205,529 234,666 (12)
Healthcare 147,528 113,282 30 275,729 215,341 28
Automotive 308,814 260,672 18 612,654 493,233 24
Other businesses 86,991 90,449 (4) 170,289 182,457 (7)
Corporate office 575 850 (32) 1,151 850 35
Intersegment elimination (631) (1,392) — (1,443) (1,976) —
$ 1,185,280 $ 1,104,999 7 $ 2,337,942 $ 2,136,545 9
Operating Expenses
Education $ 387,622 $ 372,111 4 $ 779,633 $ 727,112 7
Television broadcasting 84,350 85,639 (2) 167,775 169,933 (1)
Manufacturing 99,361 108,100 (8) 198,195 215,356 (8)
Healthcare 134,791 104,905 28 256,901 204,028 26
Automotive 298,611 251,212 19 592,799 472,930 25
Other businesses 139,953 114,310 22 252,205 237,319 6
Corporate office 15,312 12,059 27 30,524 26,132 17
Intersegment elimination (631) (1,392) — (1,443) (1,976) —
$ 1,159,369 $ 1,046,944 11 $ 2,276,589 $ 2,050,834 11
Operating Income (Loss)
Education $ 35,277 $ 30,116 17 $ 65,864 $ 53,156 24
Television broadcasting 31,128 33,190 (6) 60,761 61,773 (2)
Manufacturing 4,265 11,982 (64) 7,334 19,310 (62)
Healthcare 12,737 8,377 52 18,828 11,313 66
Automotive 10,203 9,460 8 19,855 20,303 (2)
Other businesses (52,962) (23,861) — (81,916) (54,862) (49)
Corporate office (14,737) (11,209) (31) (29,373) (25,282) (16)
$ 25,911 $ 58,055 (55) $ 61,353 $ 85,711 (28)
Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
Education $ 2,872 $ 3,984 (28) $ 5,846 $ 8,400 (30)
Television broadcasting 1,360 1,363 0 2,710 2,725 (1)
Manufacturing 2,648 4,332 (39) 5,768 9,194 (37)
Healthcare 598 882 (32) 1,234 1,836 (33)
Automotive 5 — — 5 — —
Other businesses 28,862 2,743 — 31,533 5,838 —
Corporate office — — — — — —
$ 36,345 $ 13,304 — $ 47,096 $ 27,993 68
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
Education $ 38,149 $ 34,100 12 $ 71,710 $ 61,556 16
Television broadcasting 32,488 34,553 (6) 63,471 64,498 (2)
Manufacturing 6,913 16,314 (58) 13,102 28,504 (54)
Healthcare 13,335 9,259 44 20,062 13,149 53
Automotive 10,208 9,460 8 19,860 20,303 (2)
Other businesses (24,100) (21,118) (14) (50,383) (49,024) (3)
Corporate office (14,737) (11,209) (31) (29,373) (25,282) (16)
$ 62,256 $ 71,359 (13) $ 108,449 $ 113,704 (5)

-more-

6

Three Months Ended Six Months Ended
June 30 % June 30 %
(in thousands) 2024 2023 Change 2024 2023 Change
Depreciation
Education $ 8,855 $ 9,460 (6) $ 18,160 $ 18,428 (1)
Television broadcasting 2,870 3,087 (7) 5,738 6,123 (6)
Manufacturing 2,694 2,287 18 5,409 4,569 18
Healthcare 1,683 1,287 31 3,277 2,391 37
Automotive 1,716 1,148 49 3,429 2,261 52
Other businesses 4,204 3,681 14 8,387 7,050 19
Corporate office 151 153 (1) 300 306 (2)
$ 22,173 $ 21,103 5 $ 44,700 $ 41,128 9
Pension Expense
Education $ 4,712 $ 2,256 — $ 8,822 $ 4,454 98
Television broadcasting 1,416 805 76 3,055 1,665 83
Manufacturing 292 281 4 919 556 65
Healthcare 4,851 2,685 81 9,609 7,042 36
Automotive 42 5 — 57 10 —
Other businesses 1,674 613 — 3,614 1,185 —
Corporate office 1,084 928 17 2,029 1,904 7
$ 14,071 $ 7,573 86 $ 28,105 $ 16,816 67
Adjusted Operating Cash Flow (non-GAAP)(1)
Education $ 51,716 $ 45,816 13 $ 98,692 $ 84,438 17
Television broadcasting 36,774 38,445 (4) 72,264 72,286 0
Manufacturing 9,899 18,882 (48) 19,430 33,629 (42)
Healthcare 19,869 13,231 50 32,948 22,582 46
Automotive 11,966 10,613 13 23,346 22,574 3
Other businesses (18,222) (16,824) (8) (38,382) (40,789) 6
Corporate office (13,502) (10,128) (33) (27,044) (23,072) (17)
$ 98,500 $ 100,035 (2) $ 181,254 $ 171,648 6

____________

(1) Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets plus Depreciation Expense and Pension Expense.

-more-

7

GRAHAM HOLDINGS COMPANY
EDUCATION DIVISION INFORMATION
(Unaudited)
Three Months Ended Six Months Ended
June 30 % June 30 %
(in thousands) 2024 2023 Change 2024 2023 Change
Operating Revenues
Kaplan international $ 267,026 $ 237,663 12 $ 536,824 $ 464,739 16
Higher education 81,041 90,291 (10) 161,163 168,632 (4)
Supplemental education 73,133 74,616 (2) 145,255 148,203 (2)
Kaplan corporate and other 2,993 2,887 4 5,581 5,259 6
Intersegment elimination (1,294) (3,230) — (3,326) (6,565) —
$ 422,899 $ 402,227 5 $ 845,497 $ 780,268 8
Operating Expenses
Kaplan international $ 241,202 $ 216,912 11 $ 479,688 $ 422,687 13
Higher education 66,687 72,496 (8) 141,290 143,754 (2)
Supplemental education 67,461 71,104 (5) 135,003 140,940 (4)
Kaplan corporate and other 11,048 10,711 3 21,221 17,921 18
Amortization of intangible assets 2,872 3,984 (28) 5,846 7,923 (26)
Impairment of long-lived assets — — — — 477 —
Intersegment elimination (1,648) (3,096) — (3,415) (6,590) —
$ 387,622 $ 372,111 4 $ 779,633 $ 727,112 7
Operating Income (Loss)
Kaplan international $ 25,824 $ 20,751 24 $ 57,136 $ 42,052 36
Higher education 14,354 17,795 (19) 19,873 24,878 (20)
Supplemental education 5,672 3,512 62 10,252 7,263 41
Kaplan corporate and other (8,055) (7,824) (3) (15,640) (12,662) (24)
Amortization of intangible assets (2,872) (3,984) 28 (5,846) (7,923) 26
Impairment of long-lived assets — — — — (477) —
Intersegment elimination 354 (134) — 89 25 —
$ 35,277 $ 30,116 17 $ 65,864 $ 53,156 24
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets
Kaplan international $ 25,824 $ 20,751 24 $ 57,136 $ 42,052 36
Higher education 14,354 17,795 (19) 19,873 24,878 (20)
Supplemental education 5,672 3,512 62 10,252 7,263 41
Kaplan corporate and other (8,055) (7,824) (3) (15,640) (12,662) (24)
Intersegment elimination 354 (134) — 89 25 —
$ 38,149 $ 34,100 12 $ 71,710 $ 61,556 16
Depreciation
Kaplan international $ 7,177 $ 6,903 4 $ 14,533 $ 13,233 10
Higher education 799 1,071 (25) 1,702 2,173 (22)
Supplemental education 857 1,461 (41) 1,876 2,970 (37)
Kaplan corporate and other 22 25 (12) 49 52 (6)
$ 8,855 $ 9,460 (6) $ 18,160 $ 18,428 (1)
Pension Expense
Kaplan international $ 166 $ 81 — $ 329 $ 161 —
Higher education 2,045 923 — 3,826 1,845 —
Supplemental education 2,094 1,023 — 3,912 2,047 91
Kaplan corporate and other 407 229 78 755 401 88
$ 4,712 $ 2,256 — $ 8,822 $ 4,454 98
Adjusted Operating Cash Flow (non-GAAP)(1)
Kaplan international $ 33,167 $ 27,735 20 $ 71,998 $ 55,446 30
Higher education 17,198 19,789 (13) 25,401 28,896 (12)
Supplemental education 8,623 5,996 44 16,040 12,280 31
Kaplan corporate and other (7,626) (7,570) (1) (14,836) (12,209) (22)
Intersegment elimination 354 (134) — 89 25 —
$ 51,716 $ 45,816 13 $ 98,692 $ 84,438 17

____________

(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.

-more-

8

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.

-more-

9

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 June 30
2024 2023
(in thousands, except per share amounts) (Loss) Income before income taxes Income Taxes Net (Loss) Income Income before income taxes Income Taxes Net Income
Amounts attributable to Graham Holdings Company Common Stockholders
As reported $ (14,727) $ 4,100 $ (18,827) $ 165,971 $ 41,800 $ 124,171
Attributable to noncontrolling interests (2,213) (1,383)
Attributable to Graham Holdings Company Stockholders (21,040) 122,788
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions — — — (4,797) (144) (4,653)
Goodwill and intangible asset impairment charges 26,287 5,693 20,594 — — —
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs 16,410 4,201 12,209 5,517 1,419 4,098
Interest expense (credit) related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 73,539 12,145 61,394 (1,179) (27) (1,152)
Net gains on marketable equity securities (19,628) (5,026) (14,602) (78,648) (20,704) (57,944)
Net losses of affiliates whose operations are not managed by the Company 1,128 289 839 8,633 2,273 6,360
Gain on sale of certain WGB websites (3,483) (760) (2,723) — — —
Gain on sale of Pinna — — — (10,033) (2,641) (7,392)
Non-operating loss (gain) from impairment, write-up and sale of cost method investments 337 86 251 (1,320) (347) (973)
Net Income, adjusted (non-GAAP) $ 56,922 $ 61,132
Per share information attributable to Graham Holdings Company Common Stockholders
Diluted (loss) income per common share, as reported $ (4.79) $ 25.89
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions — (0.98)
Goodwill and intangible asset impairment charges 4.62 —
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs 2.74 0.86
Interest expense (credit) related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 13.77 (0.24)
Net gains on marketable equity securities (3.28) (12.22)
Net losses of affiliates whose operations are not managed by the Company 0.19 1.34
Gain on sale of certain WGB websites (0.61) —
Gain on sale of Pinna — (1.56)
Non-operating loss (gain) from impairment, write-up and sale of cost method investments 0.06 (0.21)
Diluted income per common share, adjusted (non-GAAP) $ 12.70 $ 12.88
The adjusted diluted per share amounts may not compute due to rounding.

-more-

10

Six Months Ended June 30
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 $ 154,112 $ 47,600 $ 106,512 $ 238,148 $ 61,000 $ 177,148
Attributable to noncontrolling interests (3,172) (2,088)
Attributable to Graham Holdings Company Stockholders $ 103,340 $ 175,060
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions — — — (4,688) (143) (4,545)
Goodwill and intangible asset impairment charges 26,287 5,693 20,594 — — —
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs 16,828 4,308 12,520 9,646 2,481 7,165
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 75,415 12,241 63,174 289 47 242
Net gains on marketable equity securities (123,780) (31,693) (92,087) (96,670) (25,448) (71,222)
Net losses of affiliates whose operations are not managed by the Company 2,615 670 1,945 6,820 1,795 5,025
Gain on sale of certain WGB websites (3,483) (760) (2,723) — — —
Gain on sale of Pinna — — — (10,033) (2,641) (7,392)
Non-operating loss (gain) from impairment, write-up and sales of cost method investments 744 191 553 (3,935) (1,008) (2,927)
Net Income, adjusted (non-GAAP) $ 107,316 $ 101,406
Per share information attributable to Graham Holdings Company Common Stockholders
Diluted income per common share, as reported $ 23.11 $ 36.67
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions — (0.95)
Goodwill and intangible asset impairment charges 4.60 —
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs 2.80 1.50
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 14.13 0.05
Net gains on marketable equity securities (20.59) (14.92)
Net losses of affiliates whose operations are not managed by the Company 0.43 1.05
Gain on sale of certain WGB websites (0.61) —
Gain on sale of Pinna — (1.55)
Non-operating loss (gain) from impairment, write-up and sales of cost method investments 0.12 (0.61)
Diluted income per common share, adjusted (non-GAAP) $ 23.99 $ 21.24
The adjusted diluted per share amounts may not compute due to rounding.

#

Report a Problem

Category
Description
Email (optional, for follow-up)