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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) April 30, 2025
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.)
     
1812 North Moore 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 April 30, 2025, Graham Holdings Company issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2025.  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 April 30, 2025.


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Exhibit Index
 
 
Exhibit 99.1    Graham Holdings Company Earnings Release dated April 30, 2025.

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: April 30, 2025   /s/ Wallace R. Cooney
    Wallace R. Cooney,
Chief Financial Officer
(Principal Financial Officer)


 
 

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EX-99.1 2 a2025q18-kexhibit991.htm EXHIBIT 99.1 Document

Exhibit 99.1
Contact:  Wallace R. Cooney For Immediate Release 
(703) 345-6470 April 30, 2025
GRAHAM HOLDINGS COMPANY REPORTS
FIRST QUARTER EARNINGS
ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the first quarter of 2025. The Company also filed its Form 10-Q today for the quarter ended March 31, 2025 with the Securities and Exchange Commission.
Division Operating Results
Revenue for the first quarter of 2025 was $1,165.9 million, up 1% from $1,152.7 million in the first quarter of 2024. Revenues increased at education, healthcare and other businesses, partially offset by declines at television broadcasting, manufacturing and automotive. The Company reported operating income of $47.5 million for the first quarter of 2025, compared to $35.4 million for the first quarter of 2024. The improvement in operating results is due to increases at education, manufacturing and healthcare, partially offset by declines at television broadcasting, automotive and other businesses. The Company reported adjusted operating cash flow (non-GAAP) of $88.0 million for the first quarter of 2025, compared to $82.8 million for the first quarter of 2024. Adjusted operating cash flow improved at education, manufacturing and healthcare, partially offset by declines at television broadcasting, automotive and other businesses. Capital expenditures totaled $14.1 million and $21.5 million for the first quarter of 2025 and 2024, respectively.
Acquisitions and Dispositions of Businesses
There were no significant business acquisitions or dispositions during the first three months of 2025.
Debt, Cash and Marketable Equity Securities
At March 31, 2025, the Company had $864.6 million in borrowings outstanding at an average interest rate of 6.0%, including $184.7 million outstanding on its $300 million revolving credit facility. Cash, marketable equity securities and other investments totaled $1,114.7 million at March 31, 2025.
Overall, the Company recognized $43.8 million and $104.2 million in net gains on marketable equity securities in the first quarter of 2025 and 2024, respectively.
Common Stock Repurchases
During the first quarter of 2025, the Company purchased a total of 3,978 shares of its Class B common stock at a cost of $3.5 million. At March 31, 2025, there were 4,360,207 shares outstanding. On September 12, 2024, 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 462,482 shares as of March 31, 2025.
Mandatorily Redeemable Noncontrolling Interest
The Company recorded interest expense of $66.4 million and $1.9 million in the first quarter of 2025 and 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 quarter of 2025 is largely related to a substantial increase in the estimated fair value of CSI Pharmacy Holding Company, LLC (CSI).
On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock. Refer to Notes 2, 7 and 8 in the Company’s 2025 10-Q filing for additional information.
Overall Company Results
The Company reported net income attributable to common shares of $23.9 million ($5.45 per share) for the first quarter of 2025, compared to $124.4 million ($27.72 per share) for the first quarter of 2024.
The results for the first quarter of 2025 and 2024 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 $51.0 million ($11.64 per share) for the first quarter of 2025, compared to $50.4 million ($11.24 per share) for the first quarter of 2024.
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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 2024 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) 2025 2024 Change
Operating revenues $ 1,165,915  $ 1,152,662 
Operating expenses 1,090,064  1,083,942 
Depreciation of property, plant and equipment 20,554  22,527  (9)
Amortization of intangible assets 7,824  10,751  (27)
Operating income 47,473  35,442  34 
Equity in (losses) earnings of affiliates, net
(8,428) 2,331  — 
Interest income 2,500  2,178  15 
Interest expense (82,277) (19,328) — 
Non-operating pension and postretirement benefit income, net 34,617  42,417  (18)
Gain on marketable equity securities, net 43,801  104,152  (58)
Other (expense) income, net (4,065) 1,647  — 
Income before income taxes 33,621  168,839  (80)
Provision for income taxes 7,900  43,500  (82)
Net income 25,721  125,339  (79)
Net income attributable to noncontrolling interests
(1,827) (959) 91 
Net Income Attributable to Graham Holdings Company Common Stockholders
$ 23,894  $ 124,380  (81)
Per Share Information Attributable to Graham Holdings Company Common Stockholders
     
Basic net income per common share $ 5.50  $ 27.87  (80)
Basic average number of common shares outstanding 4,320  4,432   
Diluted net income per common share $ 5.45  $ 27.72  (80)
Diluted average number of common shares outstanding 4,358  4,457   

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GRAHAM HOLDINGS COMPANY
BUSINESS DIVISION INFORMATION
(Unaudited)
   Three Months Ended   
   March 31 %
(in thousands) 2025 2024 Change
Operating Revenues         
Education $ 424,731  $ 422,598 
Television broadcasting 103,554  113,058  (8)
Manufacturing 98,005  101,903  (4)
Healthcare 173,741  128,201  36 
Automotive 280,991  303,840  (8)
Other businesses 84,897  83,298 
Corporate office 620  576 
Intersegment elimination (624) (812) — 
$ 1,165,915  $ 1,152,662 
Operating Expenses         
Education $ 384,698  $ 392,011  (2)
Television broadcasting 79,156  83,425  (5)
Manufacturing 92,525  98,834  (6)
Healthcare 155,424  122,110  27 
Automotive 274,499  294,188  (7)
Other businesses 116,135  112,252 
Corporate office 16,629  15,212 
Intersegment elimination (624) (812) — 
$ 1,118,442  $ 1,117,220 
Operating Income (Loss)         
Education $ 40,033  $ 30,587  31 
Television broadcasting 24,398  29,633  (18)
Manufacturing 5,480  3,069  79 
Healthcare 18,317  6,091  — 
Automotive 6,492  9,652  (33)
Other businesses (31,238) (28,954) (8)
Corporate office (16,009) (14,636) (9)
$ 47,473  $ 35,442  34 
Amortization of Intangible Assets
Education $ 2,119  $ 2,974  (29)
Television broadcasting 1,360  1,350 
Manufacturing 2,431  3,120  (22)
Healthcare 118  636  (81)
Automotive —  — 
Other businesses 1,791  2,671  (33)
Corporate office —  —  — 
$ 7,824  $ 10,751  (27)
Operating Income (Loss) before Amortization of Intangible Assets
Education $ 42,152  $ 33,561  26 
Television broadcasting 25,758  30,983  (17)
Manufacturing 7,911  6,189  28 
Healthcare 18,435  6,727  — 
Automotive 6,497  9,652  (33)
Other businesses (29,447) (26,283) (12)
Corporate office (16,009) (14,636) (9)
$ 55,297  $ 46,193  20 
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   Three Months Ended   
   March 31 %
(in thousands) 2025 2024 Change
Depreciation         
Education $ 7,764  $ 9,305  (17)
Television broadcasting 2,628  2,868  (8)
Manufacturing 2,703  2,715 
Healthcare 1,786  1,594  12 
Automotive 1,729  1,713 
Other businesses 3,789  4,183  (9)
Corporate office 155  149 
$ 20,554  $ 22,527  (9)
Pension Expense         
Education $ 4,223  $ 4,110 
Television broadcasting 1,419  1,639  (13)
Manufacturing 1,076  627  72 
Healthcare 2,999  4,758  (37)
Automotive 27  15  80 
Other businesses 1,716  1,940  (12)
Corporate office 732  945  (23)
$ 12,192  $ 14,034  (13)
Adjusted Operating Cash Flow (non-GAAP)(1)
Education $ 54,139  $ 46,976  15 
Television broadcasting 29,805  35,490  (16)
Manufacturing 11,690  9,531  23 
Healthcare 23,220  13,079  78 
Automotive 8,253  11,380  (27)
Other businesses (23,942) (20,160) (19)
Corporate office (15,122) (13,542) (12)
$ 88,043  $ 82,754 
____________
(1)
Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible 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) 2025 2024 Change
Operating Revenues         
Kaplan international $ 261,256  $ 269,798  (3)
Higher education 88,487  80,122  10 
Supplemental education 75,403  72,122 
Kaplan corporate and other 12  2,588  — 
Intersegment elimination (427) (2,032) — 
$ 424,731  $ 422,598 
Operating Expenses         
Kaplan international $ 231,194  $ 238,486  (3)
Higher education 75,680  74,603 
Supplemental education 69,435  67,542 
Kaplan corporate and other 6,660  10,173  (35)
Amortization of intangible assets 2,119  2,974  (29)
Intersegment elimination (390) (1,767) — 
$ 384,698  $ 392,011  (2)
Operating Income (Loss)         
Kaplan international $ 30,062  $ 31,312  (4)
Higher education 12,807  5,519  — 
Supplemental education 5,968  4,580  30 
Kaplan corporate and other (6,648) (7,585) 12 
Amortization of intangible assets (2,119) (2,974) 29 
Intersegment elimination (37) (265) — 
$ 40,033  $ 30,587  31 
Operating Income (Loss) before Amortization of Intangible Assets
Kaplan international $ 30,062  $ 31,312  (4)
Higher education 12,807  5,519  — 
Supplemental education 5,968  4,580  30 
Kaplan corporate and other (6,648) (7,585) 12 
Intersegment elimination (37) (265) — 
$ 42,152  $ 33,561  26 
Depreciation         
Kaplan international $ 6,549  $ 7,356  (11)
Higher education 456  903  (50)
Supplemental education 753  1,019  (26)
Kaplan corporate and other 27  (78)
$ 7,764  $ 9,305  (17)
Pension Expense      
Kaplan international $ 140  $ 163  (14)
Higher education 1,808  1,781 
Supplemental education 1,887  1,818 
Kaplan corporate and other 388  348  11 
$ 4,223  $ 4,110 
Adjusted Operating Cash Flow (non-GAAP)(1)
Kaplan international $ 36,751  $ 38,831  (5)
Higher education 15,071  8,203  84 
Supplemental education 8,608  7,417  16 
Kaplan corporate and other (6,254) (7,210) 13 
Intersegment elimination (37) (265) — 
$ 54,139  $ 46,976  15 
____________
(1)
Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible 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
2025 2024
(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 $ 33,621  $ 7,900  $ 25,721  $ 168,839  $ 43,500  $ 125,339 
Attributable to noncontrolling interests (1,827) (959)
Attributable to Graham Holdings Company Stockholders 23,894  124,380 
Adjustments:
Charges related to non-operating Separation Incentive Programs 624  160  464  418  107  311 
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 66,407  16,035  50,372  1,876  95  1,781 
Net gains on marketable equity securities (43,801) (11,231) (32,570) (104,152) (26,668) (77,484)
Net losses of affiliates whose operations are not managed by the Company
11,910  3,054  8,856  1,486  380  1,106 
Net non-operating loss from impairment of a cost method investment
—  —  —  406  104  302 
Net Income, adjusted (non-GAAP)
$ 51,016 

$ 50,396 
Per share information attributable to Graham Holdings Company Common Stockholders
Diluted income per common share, as reported
$ 5.45  $ 27.72 
Adjustments:
Charges related to non-operating Separation Incentive Programs 0.11  0.07 
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest 11.49  0.40 
Net gains on marketable equity securities (7.43) (17.27)
Net losses of affiliates whose operations are not managed by the Company
2.02  0.25 
Net non-operating loss from impairment of a cost method investment
—  0.07 
Diluted income per common share, adjusted (non-GAAP)
$ 11.64  $ 11.24 
The adjusted diluted per share amounts may not compute due to rounding.
  

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