Graham Holdings Company Reports 2022 and Fourth Quarter Earnings

ARLINGTON, Va.–(BUSINESS WIRE)–Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $67.1 million ($13.79 per share) for the year ended December 31, 2022, compared to $352.1 million ($70.45 per share) for the year ended December 31, 2021. For the fourth quarter of 2022, the Company reported net income attributable to common shares of $6.2 million ($1.28 per share), compared to $84.7 million ($17.10 per share) for the same period of 2021.

The results for 2022 and 2021 were affected by a number of items as described in the following paragraphs. Excluding these items, net income attributable to common shares was $287.2 million ($59.03 per share) for 2022, compared to $162.6 million ($32.53 per share) for 2021. Excluding these items, net income attributable to common shares was $90.5 million ($18.80 per share) for the fourth quarter of 2022, compared to $41.8 million ($8.44 per share) for the fourth quarter of 2021. (Refer to the Non-GAAP Financial Information schedule attached to this release for additional details.)

Items included in the Company’s net income for 2022 are listed below, and fourth quarter activity, if any, is highlighted for each item:

• a $6.1 million net credit related to fair value changes in contingent consideration from prior acquisitions (after-tax impact of $6.1 million or $1.25 per share); a $1.3 million net credit was recorded in the fourth quarter (after-tax impact of $1.3 million, or $0.27 per share);
• $129.0 million in goodwill and intangible asset impairment charges (after-tax impact of $117.0 million, or $24.06 per share) at Leaf recorded in the fourth quarter;
• $3.6 million in expenses related to a non-operating Separation Incentive Program (SIP) at the education division (after-tax impact of $2.7 million, or $0.56 per share) recorded in the fourth quarter;
• $139.6 million in net losses on marketable equity securities (after-tax impact of $102.8 million, or $21.14 per share); $33.3 million in net gains were recorded in the fourth quarter (after-tax impact of $25.0 million, or $5.20 per share);
• $11.8 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $8.7 million, or $1.79 per share); $9.0 million in net losses were recorded in the fourth quarter (after-tax impact of $6.6 million, or $1.38 per share);
• a fourth quarter gain of $18.4 million on the sale of CyberVista (after-tax impact of $13.5 million, or $2.78 per share);
• Non-operating gains, net, of $9.5 million from write-ups, sales and impairments of cost and equity method investments (after-tax impact of $7.1 million, or $1.45 per share); $7.3 million of net gains were recorded in the fourth quarter (after-tax impact of $5.4 million, or $1.12 per share); and
• $16.5 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $15.4 million, or $3.17 per share); $3.7 million of interest expense was recorded in the fourth quarter (after-tax impact of $3.2 million, or $0.66 per share).

Items included in the Company’s net income for 2021 are listed below, and fourth quarter activity, if any, is highlighted for each item:

• a $3.9 million net credit related to fair value changes in contingent consideration from prior acquisitions ($0.78 per share);
• $31.6 million in goodwill and other long-lived asset impairment charges (after-tax impact of $26.0 million, or $5.19 per share); $1.4 million of these charges were recorded in the fourth quarter (after-tax impact of $1.0 million, or $0.21 per share);
• $1.1 million in expenses related to a non-operating SIP at manufacturing (after-tax impact of $0.8 million, or $0.16 per share);
• $243.1 million in net gains on marketable equity securities (after-tax impact of $179.7 million, or $35.96 per share); $66.1 million in net gains were recorded in the fourth quarter (after-tax impact of $50.9 million, or $10.28 per share);
• $12.6 million in net earnings of affiliates whose operations are not managed by the Company (after-tax impact of $9.3 million, or $1.86 per share); $13.0 million in net losses were recorded in the fourth quarter (after-tax impact of $9.4 million, or $1.89 per share);
• Non-operating gains, net, of $13.6 million from write-ups, sales and impairments of cost and equity method investments (after-tax impact of $10.1 million, or $2.02 per share); $2.8 million of net gains were recorded in the fourth quarter (after-tax impact of $2.2 million, or $0.44 per share);
• $4.1 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $4.0 million, or $0.80 per share); $1.4 million of interest expense was recorded in the fourth quarter (after-tax impact of $1.3 million, or $0.26 per share); and
• a $17.2 million deferred tax benefit arising from a change in the estimated deferred state income tax rate related to the Company’s pension and other postretirement plans ($3.45 per share); $1.5 million of this benefit was recorded in the fourth quarter ($0.30 per share).

Revenue for 2022 was $3,924.5 million, up 23% from $3,186.0 million in 2021. Revenues increased at all the Company’s divisions. The Company reported operating income for 2022 of $83.9 million, compared to $77.4 million in 2021. Operating results increased at education, television broadcasting, manufacturing and automotive, partially offset by declines at healthcare and other businesses.

For the fourth quarter of 2022, revenue was $1,064.0 million, up 23% from $862.9 million in 2021. Revenues increased at all the Company’s divisions, except at other businesses. The Company reported an operating loss of $54.9 million in the fourth quarter of 2022, compared to operating income of $22.5 million in 2021. The decrease in operating results is due to the Leaf impairment charges and a decline at healthcare, partially offset by improved results at education, television broadcasting, manufacturing and automotive.

Division Results

Education

Education division revenue in 2022 totaled $1,427.9 million, up 5% from $1,361.2 million in 2021. For the fourth quarter of 2022, education division revenue totaled $361.8 million, up 2% from $355.9 million for the same period of 2021.

Kaplan reported operating income of $82.9 million for 2022, an increase from $50.6 million in 2021; Kaplan reported operating income for the fourth quarter of 2022 of $25.2 million, compared to $8.6 million in the fourth quarter of 2021.

The COVID-19 pandemic adversely impacted Kaplan’s operating results during 2021 and, to a lesser extent, during 2022. Kaplan serves a large number of students who travel to other countries to study a second language, prepare for licensure, or pursue a higher education degree. Government-imposed travel restrictions and school closures arising from COVID-19 had a negative impact on the ability of certain international students to travel and attend Kaplan’s programs, particularly Kaplan International’s Language programs (Languages) in 2021.

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

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States. Kaplan International revenue increased 12% in 2022 (22% on a constant currency basis) and 6% in the fourth quarter of 2022 (18% on a constant currency basis). The increase is due largely to growth at Languages and Pathways, partially offset by a decline at Singapore. Kaplan International reported operating income of $72.1 million in 2022, compared to $33.5 million in 2021. The improved results are due largely to a reduction in losses at Languages, and improved results at Pathways and UK Professional, partially offset by a decline at Singapore. Overall, Kaplan International’s operating results in 2021 were negatively impacted by $43 million in losses incurred at Languages from significant COVID-19 disruptions. Kaplan International reported operating income of $23.9 million for the fourth quarter of 2022, compared to $10.2 million in the fourth quarter of 2021; the improved results are due largely to a reduction in losses at Languages and improved results at UK Professional, partially offset by a decline at Singapore.

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue declined 4% in 2022 and the fourth quarter of 2022 due largely to lower costs incurred for reimbursement under the Purdue Global agreement. In 2022 and 2021, Kaplan recorded a portion of the fee with Purdue Global based on an assessment of its collectability under the TOSA. Enrollments at Purdue Global for 2022 finished 1% lower compared with the end of 2021. The Company will continue to assess the collectability of the fee with Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to make adjustments to fee amounts recognized in earlier periods. During 2022 and 2021, Kaplan recorded $38.9 million and $34.8 million, respectively, in fees from Purdue Global in its Higher Education operating results; $11.3 million and $9.4 million in fees are included in the fourth quarter of 2022 and 2021, respectively. Higher Education results were flat in 2022 and increased in the fourth quarter of 2022 due to an increase in the Purdue Global fee recorded, partially offset by increased investment costs incurred related to other university agreements and other higher education development costs.

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. In November 2021, Supplemental Education acquired two small businesses. Supplemental Education revenue declined 2% in 2022 and 4% in the fourth quarter of 2022 due largely to declines in retail comprehensive test preparation demand, offset in part by revenue from acquisitions completed in November 2021. Overall, demand for graduate and pre-college test preparation programs has declined due to the strength of U.S. employment markets and the decline in test takers, while demand for professional programs remained stable. Operating results declined in 2022 and the fourth quarter of 2022 due to lower revenues and increased advertising and product development costs.

In the fourth quarter of 2022, Kaplan implemented a SIP to reduce the number of employees at Supplemental Education and Higher Education, which was funded by the assets of the Company’s pension plan. In connection with the SIP, the Company recorded $3.6 million in non-operating pension expense in the fourth quarter of 2022. Kaplan estimates the SIP will result in annual expense reductions of approximately $10 million.

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. Overall, Kaplan corporate and other expenses declined in 2022 due to lower incentive compensation costs compared to 2021.

Television Broadcasting

Graham Media Group, Inc. owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division increased 8% to $535.7 million in 2022, from $494.2 million in 2021. The revenue increase is due to a $57.7 million increase in political revenue, increases from winter Olympics and Super Bowl advertising revenue at the Company’s NBC affiliates in the first quarter of 2022, and a $0.4 million increase in retransmission revenues, partially offset by declines in other categories from fewer available advertising spots and a reduction in digital revenues. Operating income for 2022 increased 35% to $201.9 million, from $149.4 million in 2021, due to increased revenues and a reduction in incentive compensation costs. While per subscriber rates from cable, satellite and OTT providers have grown, overall subscribers are down due to cord cutting across all platforms, resulting in retransmission revenue net of network fees in 2022 to be down slightly compared with 2021, and this trend is expected to continue in the future.

For the fourth quarter of 2022, revenue increased 15% to $154.7 million, from $134.1 million in 2021. The revenue increase is due primarily to a $33.3 million increase in political advertising revenue, partially offset by declines in other categories from fewer available advertising spots, and lower retransmission and digital revenues. Operating income for the fourth quarter of 2022 increased 74% to $70.0 million, from $40.3 million in the same period of 2021, due to increased revenues and a reduction in incentive compensation costs.

Manufacturing

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

Manufacturing revenues increased 6% in 2022 due to increased revenues at all of the manufacturing businesses. Manufacturing revenues increased 19% in the fourth quarter of 2022 due to increased revenues at Hoover, Joyce, and Forney, partially offset by lower revenues at Dekko. The revenue growth in 2022 at Hoover is due to higher wood prices and increased product demand. Wood prices were highly volatile in 2022 and 2021. Overall, Hoover results include gains on inventory sales in 2022 and 2021; however, wood gains on inventory sales were modestly higher in 2021. In the fourth quarter of 2022, Hoover results included modest wood losses on inventory sales, compared to gains in the fourth quarter of 2021. Manufacturing operating results increased significantly in 2022 due to $28.0 million in goodwill and other long-lived asset impairment charges in 2021 ($26.7 million of this charge was recorded at Dekko in the third quarter of 2021), and improved results at all of the manufacturing businesses. Operating results improved in the fourth quarter of 2022 due to improved results at Dekko, Joyce and Forney, partially offset by a decline at Hoover. Excluding the impact of wood gains and losses, Hoover results improved in 2022 and in the fourth quarter of 2022.

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

Healthcare

The Graham Healthcare Group (GHG) provides home health and hospice services in seven states. GHG also provides other healthcare services, including nursing care and prescription services for patients receiving in-home infusion treatments through its 76.5% interest in CSI Pharmacy Holding Company, LLC (CSI). In December 2021, GHG acquired two small businesses, one of which expanded GHG’s home health operations into Florida. In May 2022, GHG acquired two small businesses, one of which expanded GHG’s home health operations into Kansas and Missouri. In July 2022, GHG acquired a 100% interest in a multi-state provider of Applied Behavior Analysis clinics and in August 2022, GHG acquired two small businesses, which expanded GHG’s hospice services into Missouri and Ohio. Healthcare revenues increased 46% in 2022 and 51% in the fourth quarter of 2022, largely due to significant growth at CSI and from businesses acquired in the fourth quarter of 2021 and in 2022, along with growth in home health and hospice services.

In 2022, GHG implemented a new pension credit retention program in order to improve employee retention and utilize the Company’s surplus pension assets. The GHG pilot program offers a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees hired from January 1, 2022 through December 31, 2024. GHG recorded pension expense of $10.5 million related to this program in the fourth quarter of 2022. Of this amount, $7.8 million relates to the first three quarters of 2022; the Company has concluded that this adjustment is not material to the Company’s operating results for the relevant interim periods.

The decline in GHG operating results in 2022 is due to $10.5 million in 2022 pension expense related to the new GHG pension credit retention program, net losses from newly acquired businesses, and increased marketing, human resources, recruiting and business development costs and overall increased compensation and transportation costs in nursing and clinical staffing. Excluding pension expense and net losses from newly acquired businesses, 2022 operating results increased due to revenue growth and improved results at CSI and in home health. The decline in GHG operating results in the fourth quarter of 2022 is due to the pension expense related to the new GHG pension credit retention program and net losses from newly acquired businesses. Excluding pension expense and net losses from newly acquired businesses, operating results increased in the fourth quarter of 2022 due to revenue growth and improved home health and hospice results.

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Consolidated Statements of Operations. In 2022 and 2021, the Company recorded equity in earnings of $8.1 million and $10.2 million, respectively, from these joint ventures. The Company recorded equity in earnings of $2.9 million and $2.1 million for the fourth quarter of 2022 and 2021, respectively, from these joint ventures. During the first quarter of 2022, GHG, through its Residential Home Health Illinois and Residential Hospice Illinois affiliates, acquired an interest in the home health and hospice assets of NorthShore University HealthSystem, an integrated healthcare delivery system serving patients throughout the Chicago, IL area. The transaction resulted in a decrease to GHG’s interest in Residential Hospice Illinois and a $0.6 million non-operating gain was recorded in the first quarter of 2022 related to the change in interest.

Automotive

Automotive includes six automotive dealerships in the Washington, D.C. metropolitan area: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Jeep Bethesda, Ourisman Ford of Manassas, which was acquired on December 28, 2021, from the Battlefield Automotive Group, and Ourisman Toyota of Woodbridge and Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge, which were acquired on July 5, 2022 from the Lustine Automotive Group. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operates and manages the dealerships; the Company holds a 90% stake.

Revenues for 2022 increased significantly due to the acquisitions of the Ford, Toyota and CDJR dealerships; sales growth at the Jeep dealership due to an increase in new vehicle inventory provided by the manufacturer and a growing market presence; and higher average new and used car selling prices at the Lexus, Honda and Jeep dealerships as a result of strong customer demand and new vehicle inventory shortages related to supply chain disruptions and production delays at vehicle manufacturers. Revenue increases in 2022 were partially offset by lower revenues at the Honda and Lexus dealerships due to volume declines as a result of inventory shortages. Operating results for 2022 improved significantly due largely to the Ford, Toyota and CDJR acquisitions, increased sales at the Jeep dealership and increased margins at the Lexus dealership. Revenues and operating results for the fourth quarter of 2022 increased significantly due to the acquisitions of the Ford, Toyota and CDJR dealerships; each of the Lexus, Honda and Jeep dealerships also reported sales growth due to increases for used cars and for services and parts.

Other Businesses

A summary of revenue by category for other businesses:

Overall, revenue from other businesses increased across all categories in 2022. Retail revenue increased primarily due to the Leaf acquisition, as well as revenue growth at Framebridge; Media revenue increased primarily due to the Leaf acquisition, as well as revenue growth at Foreign Policy, partially offset by declines at Code3; and Specialty revenue increased due to significant revenue growth at Clyde’s Restaurant Group (CRG). Revenues from other businesses were down in the fourth quarter of 2022, due to declines in Retail and Media, partially offset by an increase in Specialty revenue. Retail revenue declined due to significantly lower revenues at Leaf Marketplace, partially offset by revenue growth at Framebridge; Media revenue decreased due to declines at Leaf Media and Code3; and Specialty revenue increased due to revenue growth at CRG. Excluding Leaf, revenues from other businesses increased in the fourth quarter of 2022.

Overall, operating results at other businesses declined in 2022 due to $129.0 million in goodwill and intangible asset impairment charges at Leaf and increased losses at Leaf, Framebridge, Code3 and City Cast, partially offset by improved results at CRG, Decile, Pinna and Slate.

Contacts

Wallace R. Cooney

(703) 345-6470

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