Print Page  |  Close Window

Investor Relations

SEC Filings

10-K
GRAHAM HOLDINGS CO filed this Form 10-K on 02/23/2018
Entire Document
 


Acquisition-related costs for acquisitions that closed during 2017 and 2016 were $4.1 million and $1.5 million, respectively, and expensed as incurred. Acquisition-related costs were not significant for 2015 and were expensed as incurred. The aggregate purchase price of these acquisitions was allocated as follows, based on acquisition date fair values to the following assets and liabilities (excluding measurement period adjustments recorded in subsequent years):
 
 
Purchase Price Allocation
 
 
Year Ended December 31
(in thousands)
 
2017
 
2016
 
2015
Accounts receivable
 
$
12,502

 
$
8,538

 
$
30,537

Inventory
 
25,253

 
878

 
20,593

Property, plant and equipment
 
29,921

 
3,940

 
28,872

Goodwill
 
143,149

 
184,118

 
76,156

Indefinite-lived intangible assets
 
33,800

 
53,110

 
7,400

Amortized intangible assets
 
170,658

 
28,267

 
31,900

Other assets
 
1,880

 
1,420

 
1,213

Pension and other postretirement benefits liabilities
 
(59,116
)
 

 

Other liabilities
 
(12,177
)
 
(21,892
)
 
(28,880
)
Deferred income taxes
 
(37,289
)
 
(11,009
)
 
(8,012
)
Redeemable noncontrolling interest
 
(3,666
)
 

 

Aggregate purchase price, net of cash acquired
 
$
304,915

 
$
247,370

 
$
159,779

The fair values recorded were based upon valuations. 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 $11.0 million, $22.2 million and $20.0 million of goodwill for income tax purposes for the acquisitions completed in 2017, 2016 and 2015, respectively.
In 2016, the Company recorded adjustments to the deferred taxes included in the preliminary purchase accounting of Dekko and SmartPros acquired in the fourth quarter of 2015. These adjustments resulted in a $20.0 million decrease to goodwill.
The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The Company’s Consolidated Statements of Operations include aggregate revenues and operating income for the companies acquired in 2017 of $199.4 million and $4.5 million, respectively. The following unaudited pro forma financial information presents the Company’s results as if the current year acquisitions had occurred at the beginning of 2016. The unaudited pro forma information also includes the 2016 acquisitions as if they occurred at the beginning of 2015 and the 2015 acquisitions as if they had occurred at the beginning of 2014:
 
Year Ended December 31
(in thousands)
2017
 
2016
 
2015
Operating revenues
$
2,655,601

 
$
2,750,416

 
$
2,804,663

Net income (loss)
311,274

 
175,021

 
(84,209
)
These pro forma results were based on estimates and assumptions, which the Company believes are reasonable, and include the historical results of operations of the acquired companies and adjustments for depreciation and amortization of identified assets and the effect of pre-acquisition transaction related expenses incurred by the Company and the acquired entities. The pro forma information does not include efficiencies, cost reductions and synergies expected to result from the acquisitions. They are not the results that would have been realized had these entities been part of the Company during the periods presented and are not necessarily indicative of the Company’s consolidated results of operations in future periods.
Spin-Off. On July 1, 2015, the Company completed the spin-off of Cable ONE, by way of a distribution of all the issued and outstanding shares of Cable ONE common stock, on a pro rata basis, to the Company’s stockholders (see Note 4).
Sale of Businesses. In the fourth quarter of 2017, Kaplan Australia completed the sale of a small business, which was included in Kaplan International. In February 2017, GHG completed the sale of Celtic Healthcare of Maryland.
In January 2016, Kaplan completed the sale of Colloquy, which was included in Kaplan Corporate and Other.

On September 3, 2015, Kaplan completed the sale of substantially all of the assets of its KHE Campuses business, consisting of 38 nationally accredited ground campuses and certain related assets, in exchange for a preferred

84