Graham Holdings Company (GHC) Earnings Call Transcript & Summary

Good morning. The meeting will now come to order. I'm Tim O'Shaughnessy, President and CEO of Graham Holdings Company, and I will act as the Chairman of the meeting. To my right is Wally Cooney, Senior Vice President and CFO of the company; and Nicole Maddrey, the Senior Vice President and General Counsel and Secretary of the company, who will act as the Secretary of the meeting. I'd like to welcome all of you to the Annual Meeting of Stockholders for 2025. Now let me describe briefly what is on the program this morning. First, we will dispense with the technical part of the meeting, which involves such matters as the submission of documents and the determination of a quorum. After my remarks, we will hear from David Curtis and Justin Dewitte, Co-CEOs of Graham Healthcare Group, who will provide an update on health care in general and CSI in particular; and Wally Cooney, CFO of the company, who will talk about tariffs. And we will proceed to the election of directors and the proposals to be voted on by the Class A shareholders to approve the 2024 compensation awarded to the named executive officers. After that, the meeting will be open for your comments and questions. Before turning to the opening formalities of the meeting, I would like to introduce those nominees for election as a director who are present: Don Graham, Anne Mulcahy, Tony Allen, Danielle Conley, Chris Davis, Tom Gayner, Jack Markell, Rick Wagoner, Katharine Weymouth and myself. Also present from PricewaterhouseCoopers, the company's independent registered public accounting firm, are Tom Leonard and Michael Underwood. Will the Secretary please present to the meeting all supporting documents?

For the purposes of this meeting, I present affidavits of mailing of the notice of availability of proxy materials for the 2025 Annual Meeting of Stockholders to each stockholder of record at the close of business on March 12, 2025, the record date for determining stockholders entitled to receive notice of and to vote at this meeting, a complete list of the holders of Class A and Class B common stock as of the close of business on March 12, 2025, which has been available for at least 10 days preceding the meeting, a copy of the certificate of incorporation and the bylaws of the company; and the minutes of the last Annual Meeting of Stockholders of the company, which took place on May 7, 2024.

Alisa Zagare and Elaine Wolff have been appointed to act as inspectors of votes at this meeting. I direct that an executed copy of their oath be filed with the records of the meeting. Will the Secretary please ascertain that a quorum is present?

Mr. O'Shaughnessy,, the inspectors of votes have canvassed the stockholders present in person or by proxy and have presented to me their first report, which shows that there are present in person or by proxy 27 stockholders holding 964,001 shares of the Class A common stock of the company, which is 100% of the Class A common stock entitled to vote at this meeting and not less than 2,483,455 shares of the Class B common stock of the company or 73% of the 3,396,554 shares of Class B common stock entitled to vote at the meeting.

I direct that the first report of the inspectors of votes be filed with the records of the meeting. I declare that a quorum is present and that the meeting may proceed to the transaction of the business for which it has been called. As stated in the notice of the meeting, the purposes of the meeting are to elect directors of the company; and two, for the Class A shareholders on an advisory basis to vote to approve the 2024 compensation awarded to named executive officers; and three, to transact such other business as may properly come before the meeting or any adjournment thereof. Okay. We'll move to the presentation portion. So again, welcome to this year's Annual Meeting of Shareholders for Graham Holdings. I'm delighted you are all here to learn more about your company. As I mentioned earlier, I'll kick off with a brief summary of operations. Then you will hear from David and Justin of Graham Healthcare Group, who will update you on operations at GHG. And finally, Wally Cooney, our CFO, will discuss tariff impacts on our business. After the prepared remarks, we will open up the floor for a Q&A session until we run out of questions or until we reach about 10:00 a.m. Please note the presentations at this annual meeting may contain forward-looking statements that are based on the company's current expectations. All public statements by the company and its representatives that are not statements of historical fact 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 materially from those stated, including, but not limited to, the company's business strategies and objectives, prospects for growth in our various business operations, future financial performance and the risks and uncertainties described in Item 1A of the company's annual report on Form 10-K and the most recently filed quarterly report. The full disclaimer is posted on the Graham Holdings Company website along with the meeting presentations. 2024 was a good operating year for the business. Revenue increased 9% and adjusted operating cash flow increased by 32%. Now before you get too excited, that level of cash flow growth is unlikely to be repeated this year. Unless we can manifest another major election in Michigan in 2025, the political advertising related to the election cycle of 2024 will hurt this year's comparisons. Q1 of this year delivered a modest revenue increase of 1% and a 6% increase in adjusted operating cash flow. Improved results at Kaplan, Graham Healthcare and Manufacturing more than offset declines at broadcasting, automotive and other businesses. The revenue mix of the company continues to slowly evolve. In 2021, the combined revenue of manufacturing, health care, automotive and other businesses was $1.33 billion. By 2024, this grew to $2.56 billion or just shy of doubling from 2021. Most of this top line growth has been driven by M&A at our Automotive Group and organic growth via market share gains at Graham Healthcare. For many years, after the spin-off of Cable ONE, the company was largely dependent on Graham Media Group for the lion's share of our income. It was and in 2024, remained the single largest contributor to adjusted operating cash flow at Graham Holdings. We're incredibly grateful to Catherine Badalamente and her team for the impressive results GMG delivers year in and year out. However, the consistently strong earning power of broadcast has perhaps had an unintended consequence of masking improved results at the other units of the company. In 2021, all other units at GHC generated $142 million in adjusted operating cash flow. By 2024, this number had risen to $278 million, an increase of roughly 95%. While this relative growth rate is unlikely to be sustained, although we'll try, we feel very positive about the continued improved results of this group of businesses. Over the last several years, the steady results at Broadcast and the growing earnings at the rest of the company have combined to deliver excellent cash flow for shareholders. Kaplan team continues to deliver some of the best results in the business. 2024, revenue increased 7% from the previous year. Adjusted operating cash flow increased 13%. In Q1, revenue increased by 1%, whereas adjusted operating cash flow increased by 15% compared to Q1 of 2024. Both Kaplan North America and Kaplan International, or KI, continue to drive strong results. At KI, results are more than adequate in light of increased friction for students entering many of our destination countries. Kaplan North America has returned to revenue growth in Q1 after many years of repositioning the business and corresponding revenue declines. In addition to strong results with our partnership at Purdue Global, our continued investment in delivering services to a broader set of universities continued to scale, and we are seeing improved economics. Graham Media Group. Well, let's do 2024 again, shall we? GMG delivered $224 million in adjusted operating cash flow. The benefits of political spending on election advertising are hard to miss. In Q1, results decreased from 2024 due largely to reduced political spend, no Super Bowl on any of our stations and negative cord-cutting trends. While we continue to see headwinds on the traditional consumption and monetization of the business, the team at Graham Media Group has continued to make progress on being a community convener and driving new digital revenue streams. We continue to believe communities will demand local news and content to best inform their lives. The key question is at what rate will these new revenue streams replace declines associated with the historical local broadcast business model. In 2024, the Manufacturing segment had several businesses in the midst of down cycles. Revenue decreased by 12% and adjusted operating cash flow decreased by 25%. 2024 ended and 2025 began. We started to see modest improvements in trends. Q1 revenue declined by 4% and adjusted operating cash flow improved by 23%. We're cautiously optimistic this trend in operating results will continue. David and Justin will shortly provide a more comprehensive summary on Graham Healthcare Group with a focus on CSI Pharmacy. I'll let them best tell the story of the progress the business has made, but I have to say is the results are remarkable. I cannot be more proud of our ability to serve patients and provide valuable services to the communities in which we operate, all while generating excellent financial results. I definitely lean forward when David and Justin take the stage. We used quite a bit of cash in Q1 to redeem the vast majority of our mandatorily redeemable noncontrolling interest, or as I like to say, an MRNCI because that's shorter. We paid $205 million, mostly in cash to buy out the interest of minority shareholders in certain Graham Holding -- Graham Healthcare Group businesses, primarily at CSI. We already owned a majority of CSI, but are glad to own more than we did a few months ago. This transaction created a $66.4 million interest expense in Q1, which represents the increased value of the MRNCI from year-end 2024 through the Q1 settlement. Our Automotive group had a steady 2024. Adjusted operating cash flow was effectively flat from 2023, whereas revenue grew 11% Q1 adjusted operating cash flow declined by 27% from 2024. Possible tariff impacts remain a key area of concern. However, we are comforted by the ability of our dealership team to continue to drive quality experiences and services for our customers. We believe this will enable us to mitigate possible tariff impacts if needed, as we lean into loyalty in other parts of the dealer business model. Our other businesses segment had mixed results in 2024 with progress at several units overshadowed by poor results at others. Q1 of this year was a continuation of that story. After several years of revenue declines, primarily at Society6 and World of Good Brands, overall segment growth resumed at a very modest level in Q1. Adjusted operating cash flow fell by $4 million from the prior year. As a reminder, these businesses change and evolve over time, and they are likely to continue to do so as a large portion is made up of investment stage businesses. While we don't offer guidance, we do have internal expectations, and we expect overall 2025 results at the Other Businesses segment to be improved from 2024 with revenue growth likely to continue with reduced year-on-year losses. Framebridge is the largest investment in this segment. We continue to see a unit economic profile that makes us believe it's possible to build a much bigger profitable business over the coming years. Company liquidity continues to remain very strong. As of March 31, the company had just over $1.1 billion in cash and marketable securities against debt of approximately $865 million. Our balance sheet continues to be in a position to evaluate deals of a variety of different sizes. With that, I'd like to turn it over to David Curtis, who will kick off a discussion on Graham Healthcare Group.

Thank you, Tim. Good morning. Justin and I are pleased to be back here with you all for another update on Graham Healthcare. Last year, the GHG team of 4,000 professionals working across seven service lines under eight brands cared for approximately 120,000 patients with about 85% of all that care delivered in the home. These offerings span home health, hospice, in-home specialty infusion, in-home aesthetics, physician services, therapy for children with autism and patient engagement software. GHG is unwavering in our commitment to deliver the highest quality of care where the well-being and safety of every patient remains our top priority. It has now been 6 years since we've expanded beyond home health and hospice. Since 2019, revenue has increased $449 million with $279 million of this growth from CSI, $80 million from home health and hospice and the remaining $72 million from the other platforms. The patients we serve are looking for convenient, cost-effective, high-quality health care with clinical outcomes that make a meaningful difference in their quality of life. We are on a mission to build a highly capable team of clinicians supported by an efficient and professional back office that delivers patient-centered care with consistency, compliance, compassion and excellence. In 2024, GHG's consolidated revenue grew 33% to $611 million, and our adjusted operating cash flow grew 67% to $75 million, with equity earnings in affiliates growing 38% to $14 million. We have sustained this growth in the first quarter of 2025 with revenue up $46 million or 36% and adjusted operating cash flow up $10 million or 78% over Q1 of last year. Equity earnings in affiliates were roughly flat at $3 million. All companies within GHG were profitable in Q1 of 2025, and we expect them to contribute more to GHG's earnings in the years to come as they mature and scale. Now with a little focus on home health and hospice. Last year, GHG admitted over 90,000 home health and hospice patients and completed over 1.4 million patient visits for total home health and hospice revenue under management of $435 million. This includes our owned operations and our joint ventures with health system partners. Of the total home health and hospice revenue managed, $238 million is consolidated to Graham Holdings, which represented 40% of GHG's total consolidated revenues. In 2024, we continue to grow both of these service lines organically within the current footprint and through service area expansion. Today, GHG's home health and hospice footprint spans 7 states and includes 19 home health, 11 hospice and 6 palliative operating units. 19 of GHG's 36 units are operated through joint ventures with health systems, physician groups and other health care operators. And while we are #1 based on Medicare patients served in our three largest markets, Michigan, Illinois and Pennsylvania, we are also excited about our prospects to care for more patients. Many of our joint ventures date back as much as 15 years with Allegheny Health Network in Pittsburgh, Endeavor Health in Chicago and Mary Free Bed in Grand Rapids. They all serve as solid references in our ability to run high-quality compliant, growing and cash flow positive service lines that are complements to the goals of our health system partners. Alongside of our growth, we have continued to improve the efficiency of both the home health and hospice units. as well as GHG overall. In 2024, the GHG portfolio realized economies of scope and scale as our indirect expense as a percent of revenue under management declined meaningfully. Home health and hospice was a significant contributor to those efficiencies. Efforts to centralize, standardize and apply process automation and AI continue to bear fruit. We believe this positions us well and in fact, gives us a marketplace advantage for continued acquisitions and joint ventures. Now I'll turn it over to Justin, who will provide more detail on GHG's largest and fastest-growing business, CSI Pharmacy.

Thank you, David, and good morning. In 2019, Graham Holdings acquired a majority stake in CSI Pharmacy. CSI specializes in providing infusion therapies, serving thousands of patients in 2024. CSI's team of 685 dedicated individuals are making a difference in the lives of people suffering from rare and complex diseases, often with immunological disorders. CSI largely provides immunoglobulin replacement or IG therapies, overseen by a team of 74 pharmacists and pharmacy techs and administers the infusion with a fleet of 400 specialized infusion nurses, safety and comfortably in our patients' homes. These CSI employed nurses build long-term relationships with patients and their families, and they become a key ally in helping CSI patients manage their chronic illness. Today, CSI is licensed to infuse patients in every state except California with plans to become licensed there later this year. Over the last 5 years, CSI's revenue has grown at a compounded rate of 63% per year. While this rate of growth will be difficult to sustain, it's worth noting that at the beginning of 2025, CSI had less than 2 years of time in market for 80% of our geographic service area. We will continue to deepen our relationships with relevant payer contracts in the geographies we serve, expanding our addressable market, along with the addition of California, which alone represents 1/8 of the U.S. IG market. Typically, CSI patients have traveled an arduous road. Many have conditions that are found in 1 out of every 100,000 people. It often takes multiple years to properly diagnose their condition, and they must exhaust other therapies before IG is accessible. IG therapy can provide life-changing benefits, at times enabling people to continue working, functioning without a wheelchair or other assisted devices and avoid hospitalizations. We would now like to share this 3-minute CSI patient testimonial video to bring to life the impact of our services to the patients and families we serve. For those of you joining via webcast, the video can be found on the landing page of the Graham Holdings Company's website under 2025 Annual Meeting of Shareholders Information. [Presentation]

Getting to be a part of stories and life change like this is really what drives our team at CSI. CSI competes with a range of providers from PBM-owned pharmacies and larger publicly traded pharmacies to hospital-owned and physician-owned pharmacies. CSI offers a relatively narrow set of therapies with more than 70% of the revenue focused on IG so that we can position ourselves as clinical experts and informed patient advocates. CSI's team of pharmacists, patient care coordinators, managed care specialists and infusion nurses have clinical and technical know-how to properly consider the patient's history and effectively communicate their need for the therapy to payers in accordance with the payers' authorization requirements. CSI is 1 of 8 specialized pharmacies with access to every FDA-approved IG therapy. CSI advocates for patients, both in terms of accessing third-party financial assistance and engaging payers to reconsider the patient's previously denied therapy benefit. CSI's patient outreach team and pharmacy team work closely with prescribing physicians to determine which plasma-derived therapy will be best suited for the patient. CSI's pharmacy-led care team, along with dedicated infusion nurses, employ evidence-based strategies to help the patients tolerate the therapy. We are proud of this growing team and the access they are creating for rural and underserved populations to get high-quality infusion care in the comfort and safety of their own homes. One of the many benefits of providing care in the home is the relationships we build with patients and their families. This allows CSI to help address the social determinants of health that are impacting our patients. CSI was recently awarded first place for outstanding research by the National Home Infusion Association for understanding the impact that delivering IG therapies has on home -- sorry, has at home on the determinant categories of accessibility, safety, financial, time and mental health. The IG therapy market is over $13 billion and is growing about 8% annually, with approximately 40% of IG therapy infusions currently being administered in patient homes. The expected growth in this market from '24 to 2030 is greater than the size of the entire IG market in 2018. The year before Graham partnered with the CSI team. CSI seeks to care for both newly prescribed patients and to help those already receiving treatments elsewhere explore their option for safe, cost-effective and convenient treatment at home. CSI's scale and soon-to-be national footprint is opening doors with payers and manufacturers. Our presence in the home, impact on social determinants of health, collection of patient outcome data, ability to educate physicians and patients on new and evolving therapies and growing market for IG therapies are all positive contributors to CSI's future. GHG offers unique advantages, it's the Graham Healthcare Group sort of platform, GHG, offers unique advantages versus private equity or other ownership structures in managing the growing health care services and technology companies. Graham Holdings' long-term patient but determined approach, conservative use of debt and experience operating health care businesses resonates with founders, CEOs, owners looking for a partner. GHG has developed an outstanding reputation in the health care acquisition space for demonstrated capability in building clinical capacity, ramping go-to-market teams, developing operational metrics, driving appropriate and profitable growth, ensuring compliance and preparing for future scale while allowing leaders to continue the culture that established the company's foothold in the market. Going forward, you can expect to see much the same from GHG. The advantages of our unique ownership structure and long-term focus continue to resonate with employees, health systems and like-minded business owners looking for a stable home and partner for their health care businesses to serve more patients. We will continue looking for platform acquisition opportunities that we believe will endure. Our current service lines will focus on organic growth, selective acquisitions, new partnerships and providing quality services and care to our customers and patients. In conclusion, Dave and I continue to be encouraged by Graham Healthcare Group's portfolio of companies, and we are excited about the future opportunities that exist within the health care sector. And now I will turn it over to Wally for an update on tariffs.

Thank you, Justin, and good morning. This morning, I'll share our latest thinking on tariffs and their potential impacts on the company, including tariffs imposed in recent months and possible changes going forward. The so-called trade war and related tariffs have been described in many colorful ways over the last few months. A dense fog of uncertainty is how the Federal Reserve Bank of Richmond President described the recent economic environment with tariffs front and center as a key variable. As an automotive analogy on this slide captures the sentiment. For context, the average effective tariff rate in the U.S. was 2.3% in '24. Early this year, policies were estimated to cause this rate to rise to as much as 15%. With the April 2 liberation Day announcements, the average rate rose to 22% with some estimates of up to 27%. More recently, a 90-day pause on reciprocal tariffs and other short-term exemptions have been put in place. And the average effective tariff rate at this point that we expect later in 2024 and beyond is highly uncertain, truly a moving target. In general, our view is that U.S. businesses are resilient and will innovate to mitigate a substantial portion of the possible adverse impacts. by shifting operations and shipments, substituting products and vendors, improving efficiency and to the extent possible, passing along increased costs. As for Graham Holdings, tariffs have historically had very limited impact on the company's financial operations and business strategy. Like other companies, however, in recent months, we have been planning for various scenarios across our businesses. The good news is that Graham Holdings is naturally protected as a holding company with a diverse portfolio of U.S. businesses and meaningful international operations. Similar to the COVID pandemic, we expect this structure will once again serve us well in terms of limiting risk. I would bucket the company's tariff risk exposure into the following categories: First, direct manufacturing, Graham Holdings company businesses with manufacturing operations outside the U.S. Second, supply chain, GHC businesses that sell products that are made outside the U.S. and GHC businesses that import key non-U.S. parts and components that are used in operations. And third, macroeconomic, GHC businesses, which could experience adverse impacts from an economic slowdown or recession. And at this stage, this appears to be the most significant risk for Graham Holdings, which is certainly not unique to us. I will also point out that all of the company's business units have some form of supply chain risk related to increased costs for purchases of non-U.S. items. On balance, Graham Holdings is well insulated. Our largest three divisions are not expected to be directly impacted in any meaningful way from existing tariff policy changes. First, while international in scope, Kaplan businesses generally provide services developed and delivered in country, which are not subject to tariffs. Also, some of Kaplan's businesses are generally countercyclical. A modest economic slowdown could serve to increase demand, for example, in the higher education segment. Second, the company's television broadcasting division only operates in the U.S. Revenues come largely from advertising and retransmission of Graham Media Group's programming, none of which are subject to tariffs. Indirectly, however, advertising and retransmission revenues could be meaningfully impacted from an economic slowdown or a recession. Third, Graham Healthcare Group operates in the domestic health care space, so most of their business operations are not subject to tariffs. Additionally, most of their businesses are not correlated with the overall economic cycle in the United States, meaning indirect macroeconomic risks are lower. From a supply chain standpoint, GHG will experience some adverse impacts from increased prices related to tariffs for products and supplies purchased from outside the U.S. Also, while currently exempt, U.S. tariffs may be imposed on prescription drug imports at some point in the future, which could adversely impact operations at CSI Pharmacy. The GHG management team is actively monitoring tariff policy proposals related to prescription drugs and potential supply chain impacts. Moving to the company's manufacturing division. Dekko and Forney each have a manufacturing plant in Mexico. Based on current policies, however, they are generally exempt from tariffs since these operations adhere to the requirements of the United States, Mexico, Canada agreement. In the event changes are made to existing policies, Dekko has several manufacturing plants in the U.S. that could be utilized to move certain activities to mitigate tariff exposure. All four of the company's manufacturing businesses, Dekko, Hoover, Joyce and Forney have supply chain exposure as they use products that are subject to tariffs, for example, steel and aluminum. Also, one of Dekko's product lines within its Power and Data division involves goods primarily imported from China for which shipments are currently on hold. All four manufacturing businesses are considering alternate products and vendors to mitigate increased costs as well as evaluating the possibility of increasing prices. At our Automotive division of eight franchise dealerships, a 25% tariff on automobile imports went into effect April 2 and a 25% tariff on imported auto parts went into effect on May 3. However, changes were recently announced to U.S. policies on April 29, which should reduce the impact of these tariffs for autos manufactured in the U.S. and on auto parts imported from Canada and Mexico if USMCA compliant. In the short term, this is driving higher consumer demand with increased new and used car sales volumes and related gross margins. In the medium to longer term, it is challenging to predict where tariffs will ultimately land and the estimated impact they will have on our automotive division. There are many industry specialists forecasting higher new and used car prices later this year, which could adversely impact new and used car sales volumes. We believe that automotive dealers have multiple levers for mitigating the impact of tariffs, including price, change in mix of new and used vehicle sales, increased focus on service and parts and finance and insurance operations as well as cost reductions. In addition, we believe that our franchises are well positioned. For example, both Ford is a U.S.-based dealer and Toyota Lexus headquartered outside the U.S. have a long history of manufacturing vehicles in the U.S. and in Canada and Mexico. Ultimately, we think dealers in general will be able to adapt to an environment with tariffs and that most of our franchises will maintain a strong competitive position. All of the company's other businesses are subject to possible exposures, including cost increases from existing supply chains. For example, Framebridge currently uses wood material with premium finishes handcrafted in Europe for some of their products, and Clyde's Restaurant Group imports spirits and wines from around the world. At Saatchi Art, while a portion of their revenue is from artwork created outside the U.S., original artwork sales currently qualify for a cultural product exemption from U.S. tariffs. Our business unit leaders will continue to monitor and manage such exposures to limit adverse impacts to the extent possible. In summary, while we believe that the company is reasonably well insulated from tariffs currently, there is significant uncertainty as to future policies regarding U.S. and worldwide tariffs. Therefore, it is certainly possible that Graham Holdings could be significantly impacted. However, at this time, we expect that recent changes made to tariff policies will not have a material impact on the company's financial results. In considering our approach and strategy related to tariff policies and changing conditions, we will continue to track developments and scenario plan with a focus on making decisions that we expect will result in a more durable, resilient and valuable company over the long term. If you're a long-time shareholder, this approach will sound familiar. Navigating through the uncertainties associated with tariff policies is challenging. Many economists and business leaders have signaled a greater likelihood of a meaningful economic slowdown or recession in the United States and across global markets due to this uncertainty as well as possible inflationary pressures and declines in consumer confidence. This environment has also resulted in significant volatility in the stock markets and with mortgage and corporate borrowing rates. These macroeconomic risks represent the greatest exposure for the company and that most of our businesses could be significantly impacted by a recession with the possible exception of the Kaplan Higher Education businesses and most of the operations at Graham Healthcare. However, our businesses have seasoned teams that are experienced in working through changing business environments. Among other things, they focus on strategy, opportunities and disruption as well as efficiency and cost discipline. This is what they do day in and day out in managing their businesses. As most of you are aware, the company has never published guidance on quarterly or annual earnings, and we have no plans to do so now or in the future. So unlike many other public companies navigating the dense fog of uncertainty, we are fortunate. We have no need to revise a firm or withdraw guidance. So that concludes my remarks, and we're happy to take questions during the Q&A period. Back to you, Tim.

The meeting is now open to -- sorry, Q&A side. Sorry. I don't want to skip ahead. Before I get started, first off, I'd like to thank everybody for -- who put on this event. So Nicole and Noelle and Pinkie, who many of you know. And I specifically just want to take a moment to talk about Pinky. She's been running this event for as long as I've been involved, she's now 27 years at the company. Many of you have interacted with her over time. And this is kind of the last major meeting and project she agreed to stay on after her official retirement to help us through that. So if you see her, tell her thank you, tell her congratulations. Okay. And with that, we will open it up for questions from the audience, and then we have a few that have come in as well.

Anybody out there? Hand over there.

Tim, I'm here behind the column. Rajiv Lapasia from RBL Investments in Princeton. A few questions on health care, maybe starting out with home health. Maybe talk a little bit more about the opportunity within the States that we're in right now, Michigan, Illinois and Pennsylvania. Why is there opportunity to continue growing there? And then I think I saw on the slides that we have some presence in Ohio and Florida. Those seem pretty small -- it seems like we have a pretty small presence there right now and what's the opportunity in some of those noncore states. So maybe I'll start with home health care and hospice first.

Sure. I'll give a quick answer, and then maybe I'll turn it over to David and Justin. So, thanks. So we like the space. We've continued to occasionally grow via joint venture and more recently, kind of adjacent geographical expansion. That's mostly what you've seen in Ohio and Michigan. If you look at the Michigan map there, it wasn't quite as filled in 5 years ago as it is today. So we've been able to grow on that front. And maybe I'll turn it over to David to see if he has anything that he would specifically add.

Beyond that, I would just add, our health system partners in Pennsylvania and Illinois, there's continued runway there. There's more continuing alignment to be realized. We're not capturing all the patients we should from their facilities and physicians. In Western PA, we're going to be expanding further north because AHN acquired a hospital up in Erie. So we're encouraged in Illinois and PA in large part because of our health system partners and their expansion and continued alignment. And I would also just say, outside of partnerships, right, the demand for care in the home is not waning. We've actually been able to negotiate some better managed care contracts because they need our services versus the cost of inpatient care. And so recent national contracts for the first time with significant payers have also helped us grow.

Next question. The second row there.

It's Jonathan Luft with Eagle Capital. And two questions. One is, can you just speak about Kaplan and the trends, particularly on the international side, what you're seeing there? And how does that look? And then the second question is if you could talk about opportunities to reinvest capital, where are you seeing the best rates of return today?

Yes. On the Kaplan, I'll turn it over to Andy. He'll have a better insight for you than I will. So Andy?

It's a very broad question about what are the trends in international. I would just say that the macro trends are quite good. I think I've said to this group in the past that in this decade, 1 billion people around the world will move into the global middle class, and many of them will be demanding education. And we think we're well positioned to provide education for a subset of those students. So those macro trends continue to be very good. There are micro trends, meaning regulatory environments in individual countries, concerns about immigration, about the increase in costs that are driven by housing of immigrant population, including student immigrants that causes blips in that. But our view is we've been through a lot of cycles over time. If you're in a country like Australia, for example, you need people to come into the country and students are as good a market to bring new citizens in overtime as any. So the high-level answer to your question is the macro trends are very good.

And on the capital allocation question, over the last couple of years, the best place that we've seen to put capital was -- the biggest usage was in our own shares. And so that has been the predominant usage. And I would say even in Q1, it wasn't share repurchase, but the redemption of the MRNCI was a close cousin of that. It was buying more of something that we all own. So people -- everybody owns more of those businesses than we own before. And so that has been the best usage we've seen. On the deal and transaction side, it's actually been a little while since we found something of note that has made sense for us. It feels a little bit like the world is coming back to us a bit more than it used to. And I don't say that in a sense of -- we've got something we're going to go jump on and act on today. But the types of businesses that we're seeing, even if they don't make sense to us, the rationality in terms of price that people are looking at, debt wall maturities that are happening, if you took -- if you had a 5-year note that you took out in 2021 and you're going to roll it over at a higher rate, you're starting to get to a spot where you might be current. And so just that overall opportunity set feels like it's just steadily getting incrementally better. And so I don't know if that doesn't mean that there will be anything that makes sense for us, but at least the pitches that are coming across the plate are getting closer and closer to the strike zone as opposed to a couple of years ago. Yes, hand right there, Mark.

Just curious, and correct me if I'm wrong on this. You've been repurchasing shares quite a bit in the past year and even before that when the price is opportunistic. But I see that you also issued shares as part of the recent $13 million worth of shares. So why are you -- was it just part of the deal negotiated long ago? Or why would you be issuing shares at a time when you're repurchasing shares?

Well, the shares were issued in Q1, and you might have noticed we weren't doing a lot of repurchasing in Q1. But really, it was part of a negotiated deal and settlement on that. So I don't think there is a fundamental philosophical change in how we think about -- I don't -- you look at you look at many public companies, particularly in the technology section -- sector, and they look at 3% annual share dilution as just part of doing business. And I think hopefully, many people know that is not how we look at things. And so there's no philosophical change in that. It was a very specific transaction at a very specific moment in time. Questions of those in the audience.

Eli from Madison, a question about Framebridge. I was hoping you could speak to how the new store -- the store paybacks, the new geographies compare to the original geographies? And what are the operational constraints from expanding more rapidly?

So I think on store payback, we've gotten smarter and better. So at a high level, it probably improved from the first stores a few years ago. I mean, I think -- Susan, you might know the first store is 2019. Is that right? So when you're first -- you're doing your very first few, you have hypotheses and then you actually get data and you understand how wrong or right you are. And we've really honed in on that model quite a bit more. So the ability to have site selection, what a store footprint needs to look like, what build-out costs need to look like, has made the overall store model better than it was previously. And I would say that the key learnings on that is our site selection combined with the ability as we get more scale to get leases that really are going to make sense, has made to an improved model. The challenge on scaling faster, we -- I think we have been improving the rate of scale there. It's a hard business. You are taking people's physical possessions and you are taking them, in some cases, you may be amazed what comes into the Upper East Side store at Framebridge, a lot of artists that 99% of people in this room would have heard of. But you're also taking somebody's personal -- a letter that they were written by their parents and that does not have economic value, but has very deep value to that individual. And you need to make sure you have the right processes in place to both to handle those well, have that art safety process and really always do right by the customer. And so that is a kind of job one. And when you're scaling too fast, sometimes we just never want to put that at risk. The second is it really matters on location. And we don't want to sign bad locations and bad leases, and I think we've gotten better and smarter at that, but we'll be patient. We'd rather not open a store somewhere than open a bad store. And then I would say the third is -- and you'll see we're going to open up California later this year. But when you have physical art, you need to have our studios need to be with some rational geographic proximity. And so we have to have facilities that can service certain geographies, and you need to make sense -- make sure that you are building that out kind of correspondingly with when new stores would open. So you don't have a facility that doesn't have inventory that comes into it and vice versa. And the last thing I would say on Framebridge is the way that we think about it is that there's kind of three buckets of real cost in the business. There's a fixed G&A cost of the team and technology, et cetera. And that is -- over time, maybe that grows a little bit, but that is roughly at a scale that we think we need it for the foreseeable future for the business. Then you have a production and facility footprint -- and you got to kind of invest to get that fixed cost structure up to a spot. And that will occasionally need some new unit. We've got a new facility that should go live here in the next couple of months. And I think we think we'll be kind of set for some amount of time with that fixed structure. And then the third bucket are expansion costs. So it's opening up new stores. It's the teams for opening up new stores, it's preopening costs. And that last bucket has grown over the last few years as we've been continuing to scale that business. And I don't suspect it won't go away as long as we're growing, but it's probably not going to grow that much more from here. And so the -- I mean, it will grow in line with you open a new store, you have new lease costs, you've got new retail associates, but the team and the underlying infrastructure required to grow that isn't going to change much at this point. So as we get more units -- and as margins slowly and steadily improve on the gross margin side, those 3 fixed cost pieces should be relatively stable and that gross profit will go up. And that's when you'll start to see some operating leverage overall in the business. And so obviously, if we figured out -- if we started -- I think we indicated we were going to shoot for 20 to 25 stores this year, we'll probably come slightly short on that, mainly because we had a few leases in California with wildfires that ended up going away. But if we suddenly said, hey, we're going to open 50 or 75 stores a year, well, then our expansion costs will probably go up a bit more. But at the pace that we're at, which is generally a 20 to 25 store, and maybe we'll figure out how to make it a little bit more, those fixed cost buckets are unlikely to need to meaningfully increase from where they're at, at this point in time. So hopefully, that's a little -- how we think about that business, some of the challenges in scan, why it's hard and where it's at in its sort of growth and investment stage at this point.

What are the most important things that need to happen for the other business segment to inflect to profitability?

I just talked about a big piece of it. As I mentioned earlier, Framebridge is the biggest investment in that segment. So as the -- I think it's de facto, if the biggest piece of it turns profitable, that segment will likely inflect. It's not the only way it can get there, but that's going to be the key piece of that overall. We've got a few questions. Oh, over there.

Tim, just going back to health care and CSI this time. Growth is so great right now. What do you consider kind of the rate-limiting steps over the next few years? Is it the availability of infusion nurses? I think you said you had 400 right now. Is it the sales force? I mean, what are kind of the limitation -- what are the risks, if you will, to continued growth over the next few years for CSI?

So the -- a couple of key pieces. As Justin mentioned, I'll maybe opine for a minute and then turn it over to him. But we are in -- we've expanded quite a bit geographically in the last few years and substantial number of geographies, we are pretty early in our process still. So there's a bit of a what level of -- in existing service areas we should be able to penetrate further. And that will be a key piece of it. And if we're unable to do it because it's more competitive, well, that would harm growth. But we feel pretty good about our ability to additionally do it. Second is we do not currently operate in California. California is about 1/8th of the country. We -- is the only state that we do not yet operate in. We are hoping to be able to operate in California. And our expectation is that we would be able to do a version of what we've done in the other 49 states in California, and that could be a substantial driver of growth for the business. So if that were unable to materialize, that would be a challenge for us as well. Justin, what else would you add there?

I would just add to that, Tim, Tim and market matters, right? And so we mentioned in the presentation, about 80% of our geography, we've only been in for about 2 years. And so some of that geography, we've only been in for 2 months probably, right? And so it just takes time to build those relationships and get patient trust to get physician trust established. So I think that there's more to bake in around that. We talk about challenges to growth, growing at 60-ish percent a year compounded. We have a denominator challenge with that growth, right? The denominator keeps getting bigger. And so that percentage is harder. But to understand the CSI business, the key -- one of the keys there is understanding that these patients are chronic and they stay with us. So a lot of what we're doing is addressing new patients while we are continuing to care for the patients we're currently caring for.

Yes. And on the staffing and other pieces, I think we have been able to hire what we've needed. We have an excellent training program for our people in the field. And I think that has become more and more recognized from an industry standpoint. We do occasionally need to build a new physical pharmacy location and finding the right location, getting the appropriate licenses, et cetera, there can be some things -- when you're doing those things, things only end up usually taking longer than you wish they would as opposed to shorter. So that's another piece. But there is some degree of when you build out that pharmacy network in those physical footprints, that's a capital investment that builds up and strengthens the moat of the business overall, but those things do take time.

I'll tag on to that, that we build pharmacies for two reasons. One is patient access to drugs and distribution, but the other is also to be able to access payer contracts in certain states and localities where bricks-and-mortar pharmacy is required. And so there's two rationales for that, and some of those things take time.

Next question.

Maybe a question for Andy. The Kaplan supplemental education business grew for the first time in quite some time. What allowed that to happen? And is that a trend that you expect to continue?

Well, if you're a careful observer, Eli, I know you are a careful observer of the business. You know that I've been expressing some confidence over the years regarding supplemental education, even though it hasn't been manifesting in the numbers. And I think that it's because under the hood, there was a lot of work going on to rethink the business, get the cost structure in line and to continue to build into the quality of the offerings in ways that customers are valuing. In addition, we have a business that historically was a B2C business where we sold directly to students. And now increasingly, we're selling not just to students, but also to universities, to companies, to governments. And that -- those additional sales channels are helping drive the revenue as well. So I think there's -- I feel pretty good about where things are going, but we obviously don't predict -- trying to predict the future, but I feel like we've built an infrastructure that can sustain growth going forward.

Next question. All right. So there are a few that came in, in advance that I'll quickly go through as well. Why is the automotive business declining in Q1? So the automotive business had a little bit of a year-over-year income decline. And I would really chalk it up to we've -- I think I said the '22, '23 time frame were very good periods for franchise dealership group. And we have come off of that, and I think we expected to come off of that. We are a relatively small group. So one of the things I would say is if you have a brand that is doing disproportionately well, we might look like we're doing better than the industry at large. If you've got one or two brands that are doing disproportionately poor, we might look like we're doing a little worse than the industry overall. So there really is a mix issue. We do have -- Stellantis has been probably the most challenged OEM that we've been working with. We do have two dealerships with Stellantis. And so you see some of that coming through the income statement overall. The flip side is we have a couple of Toyota and Lexus dealership, and they have been great partners who have been, I think, navigated the last few years very well and will, in our view, likely continue to navigate that very well. So I don't have any fundamental concerns that we have an operation issue or anything like that. You just get a mix issue when -- if we had 50 different rooftops across a bunch of brands would probably look relatively similar to the industry at large. But when you have a smaller denominator, something can impact things a little bit more, both for good or for bad. Other questions in the audience? Yes, Don. Let's see what this brings.

Tim, since there's a significant Washington, D.C. contingent to this audience, would you or someone tell them about Roda and the opportunity that this affords?

It's for those golfers that was just teed up. Here I thought I was going to -- I thought the question was going, do we see any DC economic environment differences relative to the world, but -- so in the automotive segment, we've started -- it is small. And so I really want to caution it is a small piece of the business. But we started an operation called Roda, and it is a service offering for people to get their general maintenance, their car fixed, their car detailed. And if you look at the part of the dealership P&L, parts and service tend to be the most profitable portion of that P&L. And it also tends to be something that I don't know how many of you like giving up half a day to go get your car serviced. But based on my experience, it's not a real loved customer experience. And so we've created something where we've taken the background that we have in the dealership world and a lot of background that we've had in consumer technologies in a big market and said, Hey, can we create something better for customers? And that is Roda. And it is a valet service. You go -- everything is online. It's built with the customer in mind from day 1, not how a dealership traditionally has worked. It's a valet offering. You go, you pick a very specific window and schedule. Somebody will come and pick up your car. They will take a video of what they're doing in the service center. You very easily can go and just check, yes, I want to do this. They do an inspection. They do all these sorts of things. There's no hard sell at all because it's really done via technology, and it's the sort of thing if your brake pads are at 4 millimeters and you're supposed to get them changed at 3 millimeters, you'll see them with a ruler and taking a picture of it and showing you and saying, well, you can do this now or you probably have to be back in 6 weeks. And then they drop the car back off at a very specific designated time. And so it is an excellent customer experience. For those that don't believe me, you can go search Roda repair DC and Google, last time I looked, there was something like 964 Google reviews with a 4.9 average rating. So we are really delivering something for customers that people like. So if you are in the DC area, you can go and well you have breakfast and lunch at the Hamilton and then the Old Ebbitt Grill, you can get your car picked up at the Hamilton or at Old Ebbitt, and you can have it dropped back off after you finished your late lunch at the Hamilton and you can just make it a full day. And I would be remiss if I didn't note on your way home, we have eight Framebridge locations in the area that I would recommend that you stop by as well. Okay. Any last questions here?

Jason Ward, I just you kind of alluded to capital allocation earlier, and I'm just kind of curious on how you think about some of these ancillary businesses versus you mentioned repurchasing shares in CSI, which makes a tremendous amount of sense, I think. But how do you think about return on investments as far as some of the smaller businesses, whether to keep on investing there or allocate somewhere else?

Yes, something is investment stage. It gets looked at pretty regularly. And we tend to have to think, look, the dollars we're going to go and put in are going to drive relative to other opportunities, a good return on that capital. A lot of the smaller businesses, some of them need capital, some of them don't. Some of them are, I would say, are -- have low levels of profitability, but are profitable. And so that's not a question in that sense. And we have historically -- this segment, for those that have been shareholders for a while, you probably know that the segment evolves. So things graduate out of it. Health care started in the segment at one point in time. We occasionally will exit something, we'll occasionally close something down. And so it really has -- we have an internal view of what's kind of a risk-adjusted thing that we could see happening or return that we could see happening. And there's no sacred cows around any of the things. We have to believe it's going to go and drive. Now we have been in a spot where it has -- we've been able to do multiple things if things -- we've been able to repurchase shares. We've been able to invest in Framebridge. We've been able to do some bolt-on acquisitions that have made sense. And I like having the ability to kind of trade between those things when opportunities present themselves. But for the most part, I think when you see things like this or Roda, which we just talked about, if we're investing in something that's losing money right now, we usually tend to have to believe it's going to be meaningful to the company at a level of scale as well. So maybe that's the other thing that I would add. All right. Any, oh, get that. Next year, Rajiv...

Yes, I'll be back through the [indiscernible].

[indiscernible]

No, just on Kaplan North America, how meaningful could these university partnerships be economically over the next few years? Obviously, their focus has been on Purdue for the last several years.

Important. Andy?

I think you're referring to the online enablement partnerships. We have a lot of partnerships with universities. We've been quite cautious in building new partnerships in the online enablement space just -- I mean -- and if you have followed this market, you can see that a lot of people have lost a lot of money in that space. I think because they're -- they've been a little too willing to sign logos as opposed to partners who -- that can likely make money over the long term. So we have steadily added partners that meet our criteria with typically a strong President who has the support of his or her Board and who has control on the campus such that they can make decisions and implement them over time. And they have ambition to grow. Not all institutions want to grow. If we find that and some other characteristics with a partner, that's interesting to us, and we'll pursue it. But we're not going to keep on adding partners if we don't think that it gives us a foundation that can grow. So we're going to go as fast as we can as long as we meet the standards that we think are going to lead to good long-term financial outcomes.

Any additional questions? Okay. We'll go back to the formal portion of the meeting now.

So the meeting is now open to nominations for election of directors. We will then have the voting on directors followed by the voting on the proposal before the Class A shareholders. Well, the ballots are being counted. I went a little out of order that we're going to open it up for questions, but we're just going to do this all now. It is now in order to proceed with the election of directors. There are 10 directors to be elected, seven by the holders of Class A common stock and three by the holders of Class B common stock. The Chair recognizes Mr. Cooney, who is a holder of Class B common stock and who is also a substitute proxy for a holder of Class A common stock.

I nominate the following persons for election as directors of the company to hold office until the next Annual Meeting of Stockholders and until their respective successors shall be elected and shall qualify or as otherwise provided in the bylaws. For election by the holders of Class A common stock, Tom Gayner, Don Graham, Jack Markell, Anne Mulcahy, Tim O'Shaughnessy, Rick Wagoner, Katharine Weymouth. For election by the holders of Class B common stock, Tony Allen, Danielle Conley, Chris Davis.

I second the nomination.

There being no further nominations, I declare the nominations closed. I now declare the polls open for voting for the election of directors and for the proposal to approve the 2024 compensation awarded to named executive officers. I have been informed by the inspectors of votes that the holders of all the Class A common stock present in person or proxy have voted their shares. Therefore, the only ballots to be distributed will be those for the election of directors by holders of Class B common stock. Many of you have already voted for your shares for this meeting. So if you've already voted online or by proxy card, your shares will be voted as instructed. If anybody needs a ballot, please let us know now. [Voting]

Okay. I direct the inspectors of votes -- there were no ballots to be distributed. Okay. Well, therefore, if there's no ballots, then the polls have been closed and the ballots for the election of directors and the proposal before the Class A shareholders have all been tabulated.

Mr. O'Shaughnessy, the inspectors of votes have presented their report showing the following results: on the election of directors to hold office until the next Annual Meeting of Stockholders and until their respective successors have been elected and shall qualify or as otherwise provided in the bylaws, the following directors have been elected by the holders of the Class A common stock and all received 964,001 shares -- votes: Tom Gayner, Don Graham, Jack Markell, Anne Mulcahy, Tim O'Shaughnessy, Rick Wagoner and Katharine Weymouth. The following directors have been elected by the holders of Class B common stock and all received at least 1,603,463 votes: Tony Allen, Danielle Conley and Chris Davis. On the proposal to approve the 2024 compensation awarded to the named executive officers, the holders of all 964,001 shares of Class A stock or 100% of the outstanding Class A stock voted for the proposal.

I hereby declare that based on the report of the inspectors of votes, the individuals nominated by the Board of Directors and named in the report have been duly elected directors of the company. In addition, the proposal to approve 2024 compensation awarded to named executive officers has been approved. I direct that the report of the inspectors of votes be filed with the records of the meeting. Is there any further business to be brought before the meeting? If not, I suggest we adjourn.

I move that this meeting be adjourned.

All those in favor of the motion? Anybody opposed? Motion carried, and I hereby declare the meeting adjourned 14 minutes ahead of time. Congratulations, everyone.