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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
incorporation)
(Commission
File Number)
(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)
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.


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Exhibit Index
 
 
Exhibit 99.1    Graham Holdings Company Earnings Release dated May 1, 2024.

Exhibit 104    Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

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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,
Chief Financial Officer
(Principal Financial Officer)


 
 

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EX-99.1 2 a2024q18-kexhibit991.htm EXHIBIT 99.1 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 
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 
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 
Manufacturing 3,069  7,328  (58)
Healthcare 6,091  2,936  — 
Automotive 9,652  10,843  (11)
Other businesses (28,954) (31,001)
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 
Manufacturing 6,189  12,190  (49)
Healthcare 6,727  3,890  73 
Automotive 9,652  10,843  (11)
Other businesses (26,283) (27,906)
Corporate office (14,636) (14,073) (4)
$ 46,193  $ 42,345 
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   Three Months Ended   
   March 31 %
(in thousands) 2024 2023 Change
Depreciation         
Education $ 9,305  $ 8,968 
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 
Automotive 15  — 
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 
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 
Supplemental education 72,122  73,587  (2)
Kaplan corporate and other 2,588  2,372 
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 
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 
$ 9,305  $ 8,968 
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.
  

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