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BRIGHT HORIZONS FAMILY SOLUTIONS INC

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

BFAM$51.74-0.4%Stored close · as of Nov 10, 2026

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2024December 31, 2023
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents$109,933$71,568
Accounts receivable — net of allowance for credit losses of $3,519 and $2,317 at September 30, 2024 and December 31, 2023, respectively231,535281,710
Prepaid expenses and other current assets62,54893,621
Total current assets404,016446,899
Fixed assets — net597,202579,296
Goodwill1,827,9351,786,405
Other intangible assets — net203,046216,576
Operating lease right-of-use assets773,613774,703
Other assets109,00192,265
Total assets$3,914,813$3,896,144
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$26,000$18,500
Accounts payable and accrued expenses278,659259,077
Current portion of operating lease liabilities104,664100,387
Deferred revenue222,213272,891
Other current liabilities35,358148,578
Total current liabilities666,894799,433
Long-term debt — net925,653944,264
Operating lease liabilities787,095796,701
Other long-term liabilities96,070101,259
Deferred revenue16,6638,656
Deferred income taxes23,24733,155
Total liabilities2,515,6222,683,468
Stockholders’ equity:
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at September 30, 2024 and December 31, 2023——
Common stock, $0.001 par value; 475,000,000 shares authorized; 58,134,013 and 57,817,593 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively5858
Additional paid-in capital697,039645,894
Accumulated other comprehensive loss(34,799)(59,101)
Retained earnings736,893625,825
Total stockholders’ equity1,399,1911,212,676
Total liabilities and stockholders’ equity$3,914,813$3,896,144

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended September 30,Nine months ended September 30,
2024202320242023
(In thousands, except share data)
Revenue$719,099$645,787$2,011,867$1,802,609
Cost of services537,564488,1421,532,7921,386,787
Gross profit181,535157,645479,075415,822
Selling, general and administrative expenses89,49983,253264,544247,923
Amortization of intangible assets2,6407,56816,13924,898
Income from operations89,39666,824198,392143,001
Interest expense — net(11,613)(12,222)(37,307)(37,357)
Income before income tax77,78354,602161,085105,644
Income tax expense(22,878)(14,623)(50,017)(36,945)
Net income$54,905$39,979$111,068$68,699
Earnings per common share:
Common stock — basic$0.95$0.69$1.92$1.19
Common stock — diluted$0.94$0.69$1.90$1.18
Weighted average common shares outstanding:
Common stock — basic58,062,00957,765,33257,970,58757,692,254
Common stock — diluted58,701,61858,045,13758,483,40457,886,823

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended September 30,Nine months ended September 30,
2024202320242023
(In thousands)
Net income$54,905$39,979$111,068$68,699
Other comprehensive income (loss):
Foreign currency translation adjustments47,343(31,179)33,949(14,843)
Unrealized loss on cash flow hedges and investments, net of tax(10,304)(1,604)(9,647)(5,198)
Total other comprehensive income (loss)37,039(32,783)24,302(20,041)
Comprehensive income$91,944$7,196$135,370$48,658

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three months ended September 30, 2024
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveIncome (Loss) · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at July 1, 202457,986,925$58$673,013$—$(71,838)$681,988$1,283,221
Stock-based compensation expense9,0919,091
Issuance of common stock under the Equity Incentive Plan169,144—17,90717,907
Shares received in net share settlement of stock option exercises and vesting of restricted stock(22,056)—(2,972)(2,972)
Other comprehensive income37,03937,039
Net income54,90554,905
Balance at September 30, 202458,134,013$58$697,039$—$(34,799)$736,893$1,399,191
Three months ended September 30, 2023
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveLoss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at July 1, 202357,740,699$58$627,275$—$(57,887)$580,322$1,149,768
Stock-based compensation expense7,8417,841
Issuance of common stock under the Equity Incentive Plan45,077—1,3821,382
Shares received in net share settlement of stock option exercises and vesting of restricted stock(7,919)—(767)(767)
Other comprehensive loss(32,783)(32,783)
Net income39,97939,979
Balance at September 30, 202357,777,857$58$635,731$—$(90,670)$620,301$1,165,420

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine months ended September 30, 2024
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveIncome (Loss) · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at January 1, 202457,817,593$58$645,894$—$(59,101)$625,825$1,212,676
Stock-based compensation expense24,60724,607
Issuance of common stock under the Equity Incentive Plan355,290—31,29631,296
Shares received in net share settlement of stock option exercises and vesting of restricted stock(38,870)—(4,758)(4,758)
Other comprehensive income24,30224,302
Net income111,068111,068
Balance at September 30, 202458,134,013$58$697,039$—$(34,799)$736,893$1,399,191
Nine months ended September 30, 2023
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveLoss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at January 1, 202357,531,130$58$599,422$—$(70,629)$551,602$1,080,453
Stock-based compensation expense21,15421,154
Issuance of common stock under the Equity Incentive Plan278,012—17,55117,551
Shares received in net share settlement of stock option exercises and vesting of restricted stock(31,285)—(2,396)(2,396)
Other comprehensive loss(20,041)(20,041)
Net income68,69968,699
Balance at September 30, 202357,777,857$58$635,731$—$(90,670)$620,301$1,165,420

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended September 30,
20242023
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$111,068$68,699
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization75,60182,732
Stock-based compensation expense24,60721,154
Deferred income taxes(6,844)(3,688)
Non-cash interest and other — net10,4648,867
Changes in assets and liabilities:
Accounts receivable52,386(7,166)
Prepaid expenses and other current assets6,038(16,965)
Accounts payable and accrued expenses13,3186,549
Income taxes5,4861,822
Deferred revenue(44,463)(13,283)
Leases(7,753)(167)
Other assets(8,866)2,752
Other current and long-term liabilities(14,229)9,665
Net cash provided by operating activities216,813160,971
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets - net(65,254)(60,225)
Purchases of debt securities and other investments(43,049)(9,463)
Proceeds from the maturity of debt securities and sale of other investments23,90815,451
Payments and settlements for acquisitions — net of cash acquired(8,267)(37,772)
Net cash used in investing activities(92,662)(92,009)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility156,500286,000
Payments under revolving credit facility(156,500)(340,600)
Principal payments of long-term debt(12,000)(12,000)
Proceeds from issuance of common stock upon exercise of options24,8088,764
Taxes paid related to the net share settlement of stock options and restricted stock(4,758)(2,396)
Payments of deferred and contingent consideration for acquisitions(103,872)(225)
Net cash used in financing activities(95,822)(60,457)
Effect of exchange rates on cash, cash equivalents and restricted cash1,307(1,280)
Net increase in cash, cash equivalents and restricted cash29,6367,225
Cash, cash equivalents and restricted cash — beginning of period89,45151,894
Cash, cash equivalents and restricted cash — end of period$119,087$59,119

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Nine months ended September 30,
20242023
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents$109,933$40,927
Restricted cash, included in prepaid expenses and other current assets6,89516,154
Restricted cash, included in other assets2,2592,038
Total cash, cash equivalents and restricted cash — end of period$119,087$59,119
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments of interest$57,158$54,896
Cash received from cash flow hedges of interest rate risk$18,769$24,676
Cash payments of income taxes$51,763$40,946
Cash paid for amounts included in the measurement of lease liabilities$120,666$115,537
NON-CASH TRANSACTIONS:
Fixed asset purchases recorded in accounts payable and accrued expenses$3,282$2,350
Operating right-of-use assets obtained in exchange for operating lease liabilities — net$54,381$42,667
Restricted stock reclassified from other current liabilities to equity upon vesting$6,488$8,192
Contingent consideration issued for acquisitions$696$—

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. ORGANIZATION AND BASIS OF PRESENTATION

Organization— Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides center-based early education and child care, back-up child and adult/elder care, tuition assistance and student loan repayment program management, and educational advisory services for employers and families in the United States, the United Kingdom, the Netherlands, Australia and India. The Company provides services designed to help families, employers and their employees better integrate work and family life, primarily under multi-year contracts with employers who offer early education and child care, back-up and family care, and workforce education services as part of their employee benefits packages in an effort to support employees across life and career stages and to improve recruitment, employee engagement, productivity, retention and career advancement.

As of September 30, 2024, we operated 1,028 early education and child care centers.

Basis of Presentation— The accompanying unaudited condensed consolidated balance sheet as of September 30, 2024 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 30, 2024 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2024 and 2023, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

Effective January 1, 2024, the Company realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. The Company’s Back-up Care segment now includes the Sittercity operations, which were previously reported in the Educational Advisory and Other Services segment. Segment information for 2023 has been recast to conform to the current year presentation.

During the nine months ended September 30, 2023, the Company recorded expense of $6.0 million for an immaterial correction of an error related to value-added tax incurred in prior periods, of which $4.3 million is included in cost of services and $1.7 million is included in selling, general and administrative expenses. Refer to Note 11, Segment Information, for additional information.

Stockholders’ Equity— The board of directors of the Company authorized a share repurchase program of up to $400 million of the Company’s outstanding common stock effective December 16, 2021. The share repurchase program has no expiration date. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, under Rule 10b5-1 plans, or by other means in accordance with federal securities laws. During the nine months ended September 30, 2024 and 2023, there wereno share repurchases under the repurchase program. All repurchased shares have been retired and, at September 30, 2024, $198.3 million remained available under the Board-approved repurchase program.

Government Support— During the nine months ended September 30, 2023, the Company participated in certain government support programs that were enacted in response to the economic impact of the COVID-19 pandemic. With the expiration of the child care stabilization grants on September 30, 2023, most of the pandemic-related government support programs for which the Company was eligible ended in 2023.

During the nine months ended September 30, 2023, $48.3 million was recorded as a reduction to cost of services in relation to these benefits, of which $17.2 million reduced the operating subsidies paid by employers for the related child care centers. Additionally, during the nine months ended September 30, 2023, $1.7 million was recorded to revenue related to amounts received for tuition support.

  1. REVENUE RECOGNITION

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into segments and geographical regions. Revenue disaggregated by segment and geographical region was as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
North America$308,166$182,661$30,749$521,576
International178,40119,122—197,523
$486,567$201,783$30,749$719,099
North America$287,526$156,347$29,617$473,490
International157,22115,076—172,297
$444,747$171,423$29,617$645,787
Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
North America$958,879$409,754$81,638$1,450,271
International518,40543,191—561,596
$1,477,284$452,945$81,638$2,011,867
North America$872,124$357,523$79,749$1,309,396
International461,34531,868—493,213
$1,333,469$389,391$79,749$1,802,609

The classification “North America” is comprised of the Company’s operations in the United States (including Puerto Rico) and the classification “International” includes the Company’s operations in the United Kingdom, the Netherlands, Australia and India.

Effective January 1, 2024, the Company realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. The Company’s Back-up Care segment now includes the Sittercity operations, which were previously reported in the Educational Advisory and Other Services segment. Segment information for 2023 has been recast to conform to the current year presentation.

Deferred Revenue

The Company records deferred revenue when payments are received in advance of the Company’s performance under the contract, which is recognized as revenue as the performance obligation is satisfied. The Company recognized $243.6 million and $200.7 million as revenue during the nine months ended September 30, 2024 and 2023, respectively, which was included in the deferred revenue balance at the beginning of each respective period.

Remaining Performance Obligations

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original contract term of one year or less, or for variable consideration allocated to the unsatisfied performance obligation of a series of services. The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company’s remaining performance obligations not subject to the practical expedients were not material.

  1. LEASES

The Company has operating leases for certain of its full service and back-up early education and child care centers, corporate offices, call centers, and to a lesser extent, various office equipment, in the United States, the United Kingdom, the Netherlands, and Australia. Most of the leases expire within 10 to 15 years and many contain renewal options and/or termination provisions. As of September 30, 2024 and December 31, 2023, there were no material finance leases.

Lease Expense

The components of lease expense were as follows:

Three months ended September 30,Nine months ended September 30,
2024202320242023
(In thousands)
Operating lease expense (1)$39,681$38,461$115,889$115,888
Variable lease expense (1)11,85510,57233,95832,312
Total lease expense$51,536$49,033$149,847$148,200

(1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented.

Other Information

The weighted average remaining lease term and the weighted average discount rate were as follows:

September 30, 2024December 31, 2023
Weighted average remaining lease term (in years)1010
Weighted average discount rate7.1%7.1%

Maturity of Lease Liabilities

The following table summarizes the maturity of lease liabilities as of September 30, 2024:

Operating Leases
(In thousands)
Remainder of 2024$30,283
2025160,590
2026154,663
2027144,969
2028134,039
Thereafter627,922
Total lease payments1,252,466
Less imputed interest(360,707)
Present value of lease liabilities891,759
Less current portion of operating lease liabilities(104,664)
Long-term operating lease liabilities$787,095

As of September 30, 2024, the Company had not entered into additional operating leases that have not yet commenced.

  1. ACQUISITIONS

The Company’s growth strategy includes expansion through strategic and synergistic acquisitions. The goodwill resulting from these acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company’s existing operations, including cost efficiencies and leveraging existing client relationships, as well as from benefits derived from gaining the related assembled workforce.

2024 Acquisitions

In April 2024, the Company acquired the remaining shares outstanding of a provider of early education and tutoring in the Netherlands for cash consideration of $1.3 million and contingent consideration of $0.7 million payable in 2026 and 2027, resulting in control and consolidation of an investment previously accounted for under the equity method. The Company had previously made investments totaling $8.4 million in this entity. The Company recorded goodwill of $9.8 million related to the full service center-based child care segment, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $1.0 million that will be amortized over four tofive years.

Additionally, during the nine months ended September 30, 2024, the Company acquiredtwo centers in Australia in two separate business acquisitions, which were each accounted for as a business combination. The businesses were acquired for aggregate cash consideration of $7.2 million. The Company recorded goodwill of $6.8 million related to the full service center-based child care segment in relation to these acquisitions, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.9 million that will be amortized over four years.

The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of September 30, 2024, the purchase price allocations for these acquisitions remain open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.

In January 2024, the Company paid deferred consideration of $106.5 million related to the 2022 acquisition of Only About Children, a child care operator in Australia. The acquisition date fair value of the deferred consideration of $97.7 million is presented as cash used in financing activities in the consolidated statement of cash flows while the accrued interest is presented as cash used in operating activities.

In April 2024, the Company paid contingent consideration of $14.3 million related to a 2021 acquisition. The acquisition date fair value of the contingent consideration of $6.2 million is presented as cash used in financing activities in the consolidated statement of cash flows while the change in fair value is presented as cash used in operating activities.

2023 Acquisitions

During the year ended December 31, 2023, the Company acquired four centers in the United States andsix centers in Australia, infive separate business acquisitions, which were each accounted for as a business combination. The businesses were acquired for aggregate cash consideration of $39.5 million, which is subject to adjustments from the settlement of the final working capital and acquired enrollment. The Company recorded goodwill of $37.2 million related to the full service center-based child care segment in relation to these acquisitions, of which $25.5 million will be deductible for tax purposes. In addition, the Company recorded intangible assets of $4.0 million that will be amortized over four years.

The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up toone year from the acquisition date). As of September 30, 2024, the purchase price allocation forone of these acquisitions remains open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.

During the year ended December 31, 2023, the Company paid contingent consideration of $0.2 million related to an acquisition completed in 2021, which had been recorded as a liability at the date of acquisition and is presented as cash used in financing activities in the consolidated statement of cash flows.

  1. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill were as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Balance at January 1, 2024$1,539,264$209,465$37,676$1,786,405
Additions from acquisitions16,586——16,586
Adjustments to prior year acquisitions107——107
Effect of foreign currency translation23,5661,271—24,837
Balance at September 30, 2024$1,579,523$210,736$37,676$1,827,935

Effective January 1, 2024, the Company realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. As a result, the goodwill beginning balance reflects the change in reportable segments.

The Company also has intangible assets, which consisted of the following at September 30, 2024 and December 31, 2023:

September 30, 2024Weighted averageamortization periodCostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships8 years$400,492$(385,618)$14,874
Trade names10 years20,443(13,208)7,235
420,935(398,826)22,109
Indefinite-lived intangible assets:
Trade namesN/A180,937—180,937
$601,872$(398,826)$203,046
December 31, 2023Weighted averageamortization periodCostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships11 years$397,079$(368,963)$28,116
Trade names10 years19,664(11,795)7,869
416,743(380,758)35,985
Indefinite-lived intangible assets:
Trade namesN/A180,591—180,591
$597,334$(380,758)$216,576

The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2024 as follows:

Estimated amortization expense
(In thousands)
Remainder of 2024$2,387
20256,568
20264,532
20273,396
20281,955
Thereafter3,271
$22,109
  1. CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS

Senior Secured Credit Facilities

The Company’s senior secured credit facilities consist of a $600 million term loan B facility (“term loan B”) and a $400 million term loan A facility (“term loan A” and, together with term loan B, the “term loan facilities” or “term loans”), as well as a $400 million multi-currency revolving credit facility (“revolving credit facility”).

Long-term debt obligations were as follows:

September 30, 2024December 31, 2023
(In thousands)
Term loan B$583,500$588,000
Term loan A372,500380,000
Deferred financing costs and original issue discount(4,347)(5,236)
Total debt951,653962,764
Less current maturities(26,000)(18,500)
Long-term debt$925,653$944,264

All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 6.92% and 7.52% at September 30, 2024 and December 31, 2023, respectively, and the weighted average interest rate was 7.44% and 7.08% for the nine months ended September 30, 2024 and 2023, respectively, prior to the effects of any interest rate hedge arrangements. There wereno borrowings outstanding under the revolving credit facility at September 30, 2024 and December 31, 2023. The weighted average interest rate for the revolving credit facility was 7.81% and 7.44% for the nine months ended September 30, 2024 and 2023, respectively. The effective interest rate on the revolving credit facility may fluctuate from borrowing to borrowing for various reasons, including changes in the term benchmark or base interest rate, and the selected borrowing cycle as rates can vary between under-30 day and over-30 day borrowings.

Term Loan B Facility

Theseven-year term loan B matures on November 23, 2028 and requires quarterly principal payments equal to 1% per annum of the original aggregate principal amount of the term loan B, with the remaining principal balance due at maturity. Borrowings under the term loan B facility bear interest at a rate per annum of 1.25% over the base rate, or 2.25% over the adjusted term SOFR rate. The base rate is subject to an interest rate floor of 1.50% and the adjusted term SOFR rate is subject to an interest rate floor of 0.50%.

Term Loan A Facility

Thefive-year term loan A matures on November 23, 2026 and requires quarterly principal payments equal to 2.5% per annum of the original aggregate principal amount of the term loan A in each of the first three years,5.0% in the fourth year, and 7.5% in the fifth year. The remaining principal balance is due at maturity. Borrowings under the term loan A facility bear interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, or 1.50% to 1.75% over the adjusted term SOFR rate. The base rate is subject to an interest rate floor of 1.00% and the adjusted term SOFR rate is subject to an interest rate floor of 0.00%.

Revolving Credit Facility

The $400 million multi-currency revolving credit facility matures on May 26, 2026. At September 30, 2024, there wereno borrowings outstanding under the revolving credit facility and letters of credit outstanding were $10.2 million, with $389.8 million available for borrowing. At December 31, 2023, there wereno borrowings outstanding under the revolving credit facility and letters of credit outstanding were $19.3 million, with $380.7 million available for borrowing.

In January 2024, the Company utilized the revolving credit facility, combined with available cash on hand, to pay deferred consideration of $106.5 million related to the 2022 acquisition of Only About Children. Borrowings on the revolving credit facility were subsequently repaid during the quarter ended March 31, 2024. Refer to Note 4, Acquisitions, for additional information.

Borrowings under the revolving credit facility bear interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, or 1.50% to 1.75% over the adjusted term SOFR rate. The base rate is subject to an interest rate floor of 1.00% and the adjusted term SOFR rate is subject to an interest rate floor of 0.00%.

During the nine months ended September 30, 2024, the Company entered into a AU$5 million uncommitted working capital credit facility in Australia for short term borrowing purposes.

Debt Covenants

All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s material U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC, the Company’s wholly-owned subsidiary, and its restricted subsidiaries, to: incur liens; make investments, loans, advances and acquisitions; incur additional indebtedness or guarantees; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; engage in transactions with affiliates; sell assets, including capital stock of the Company’s subsidiaries; alter the business conducted; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate or merge.

In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp., the Company’s direct subsidiary, to be a passive holding company, subject to certain exceptions. The term loan A and the revolving credit facility require Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum first lien net leverage ratio not to exceed 4.25 to 1.00. A breach of the applicable covenant is subject to certain equity cure rights.

Future principal payments of long-term debt are as follows for the years ending December 31:

Long-term debt
(In thousands)
Remainder of 2024$6,500
202528,500
2026351,000
20276,000
2028564,000
Total future principal payments$956,000

Derivative Financial Instruments

The Company is subject to interest rate risk, as all borrowings under the senior secured credit facilities are subject to variable interest rates. The Company’s risk management policy permits using derivative instruments to manage interest rate and other risks. The Company uses interest rate caps to manage a portion of the risk related to changes in cash flows from interest rate movements.

In June 2020, the Company entered into interest rate cap agreements with a total notional value of $800 million, designated and accounted for as cash flow hedges from inception, to provide the Company with interest rate protection in the event the one-month term SOFR rate increased above 0.9%. Interest rate cap agreements for $300 million notional value had an effective date of June 30, 2020 and expired on October 31, 2023, while interest rate cap agreements for another $500 million notional amount had an effective date of October 29, 2021 and expired on October 31, 2023.

In December 2021, the Company entered into additional interest rate cap agreements with a total notional value of $900 million, designated and accounted for as cash flow hedges from inception. Interest rate cap agreements for $600 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2025, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.4%. Interest rate cap agreements for $300 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.9%.

The fair value of the derivative financial instruments was as follows for the periods presented:

Derivative financial instrumentsConsolidated balance sheet classificationSeptember 30, 2024December 31, 2023
(In thousands)
Interest rate caps - assetOther assets$13,529$28,968

The effect of the derivative financial instruments on other comprehensive income (loss) was as follows:

Derivatives designated as cash flow hedging instrumentsAmount of gain (loss) recognized in other comprehensive income (loss)Consolidated statement of income classificationAmount of net gain (loss) reclassified into earningsTotal effect on other comprehensive income (loss)
(In thousands) · (In thousands)
Cash flow hedges$(9,123)Interest expense — net$5,590$(14,713)
Income tax effect2,436Income tax expense(1,492)3,928
Net of income taxes$(6,687)$4,098$(10,785)
Cash flow hedges$6,326Interest expense — net$8,595$(2,269)
Income tax effect(1,689)Income tax expense(2,295)606
Net of income taxes$4,637$6,300$(1,663)
Derivatives designated as cash flow hedging instrumentsAmount of gain (loss) recognized in other comprehensive income (loss)Consolidated statement of income classificationAmount of net gain (loss) reclassified into earningsTotal effect on other comprehensive income (loss)
(In thousands) · (In thousands)
Cash flow hedges$3,180Interest expense — net$16,979$(13,799)
Income tax effect(849)Income tax expense(4,533)3,684
Net of income taxes$2,331$12,446$(10,115)
Cash flow hedges$16,374Interest expense — net$23,575$(7,201)
Income tax effect(4,372)Income tax expense(6,295)1,923
Net of income taxes$12,002$17,280$(5,278)

During the next 12 months, the Company estimates that a net gain of $7.7 million, pre-tax, will be reclassified from accumulated other comprehensive loss and recorded as a reduction to interest expense related to these derivative financial instruments.

  1. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:

Three months ended September 30,Nine months ended September 30,
2024202320242023
(In thousands, except share data)
Basic earnings per share:
Net income$54,905$39,979$111,068$68,699
Allocation of net income to common stockholders:
Common stock$54,905$39,891$111,068$68,537
Unvested participating shares—88—162
Net income$54,905$39,979$111,068$68,699
Weighted average common shares outstanding:
Common stock58,062,00957,765,33257,970,58757,692,254
Unvested participating shares41,284126,69959,700152,831
Earnings per common share:
Common stock$0.95$0.69$1.92$1.19
Three months ended September 30,Nine months ended September 30,
2024202320242023
(In thousands, except share data)
Diluted earnings per share:
Earnings allocated to common stock$54,905$39,891$111,068$68,537
Plus: earnings allocated to unvested participating shares—88—162
Less: adjusted earnings allocated to unvested participating shares—(88)—(162)
Earnings allocated to common stock$54,905$39,891$111,068$68,537
Weighted average common shares outstanding:
Common stock58,062,00957,765,33257,970,58757,692,254
Effect of dilutive securities639,609279,805512,817194,569
Weighted average common shares outstanding — diluted58,701,61858,045,13758,483,40457,886,823
Earnings per common share:
Common stock$0.94$0.69$1.90$1.18

For the interim periods ended September 30, 2024 and 2023, basic and diluted earnings per share were calculated using the treasury method and the two-class method, respectively. Equity awards outstanding to purchase or receive 0.8 million and 1.7 million shares of common stock were excluded from diluted earnings per share for the three months ended September 30, 2024 and 2023, respectively, and 1.3 million and 1.9 million shares of common stock were excluded from diluted earnings per share for the nine months ended September 30, 2024 and 2023, respectively, since their effect was anti-dilutive. These equity awards may become dilutive in the future.

  1. INCOME TAXES

The Company’s effective income tax rates were 29.4% and 26.8% for the three months ended September 30, 2024 and 2023, respectively, and 31.0% and 35.0% for the nine months ended September 30, 2024 and 2023, respectively. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income before income tax, jurisdictional mix of income before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible transaction costs, the settlement of foreign, federal and state tax matters and the effects of excess (shortfall) tax benefit (expense) associated with the exercise or expiration of stock options and vesting of restricted stock, which is included in tax expense.

During the three and nine months ended September 30, 2024, the net shortfall tax expense from stock-based compensation increased tax expense by $0.2 million and $0.9 million, respectively. During the three and nine months ended September 30, 2023, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 million and $3.0 million, respectively. For the three and nine months ended September 30, 2024, prior to the inclusion of the shortfall tax expense, other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 27%. For the three and nine months ended September 30, 2023, prior to the inclusion of the shortfall tax expense, other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 28%.

The Company’s unrecognized tax benefits were $5.0 million and $4.6 million at September 30, 2024 and December 31, 2023, respectively, inclusive of interest. The unrecognized tax benefits may change over the next 12 months by up to $4.7 million.

The Company and its domestic subsidiaries are subject to U.S. federal income tax as well as tax in multiple state jurisdictions. U.S. federal income tax returns are typically subject to examination by the Internal Revenue Service and the statute of limitations for federal tax returns is three years. The Company’s filings for the tax years 2020 through 2022 are subject to audit based upon the federal statute of limitations.

State income tax returns are generally subject to examination for a period of three to four years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Company’s filings for the tax years 2019 through 2022 are subject to audit based upon the statute of limitations.

The Company is also subject to corporate income tax for its subsidiaries located in the United Kingdom, the Netherlands, Australia, India, and Puerto Rico. The tax returns for the Company’s subsidiaries located in foreign jurisdictions are subject to examination for periods ranging from one to six years.

  1. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows:

Level 1 — Fair value is derived using quoted prices from active markets for identical instruments.

Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets.

Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses approximates their fair value because of their short-term nature.

Financial instruments that potentially expose the Company to concentrations of credit risk consisted mainly of cash and accounts receivable. The Company mitigates its exposure by maintaining its cash in financial institutions of high credit standing. The Company’s accounts receivable are derived primarily from the services it provides, and the related credit risk is dispersed across many clients in various industries with no single client accounting for more than 10% of the Company’s net revenue or accounts receivable. No significant credit concentration risk existed at September 30, 2024.

Long-term Debt— The Company’s long-term debt is recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s long-term debt is based on current bid prices or prices for similar instruments from active markets. As such, the Company’s long-term debt was classified as Level 2. As of September 30, 2024 and December 31, 2023, the estimated fair value approximated the carrying value of long-term debt.

Derivative Financial Instruments— The Company’s interest rate cap agreements are recorded at fair value and estimated using market-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. Additionally, the fair value of the interest rate caps included consideration of credit risk. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA were largely based on observable market data, with the exception of certain assumptions regarding credit worthiness. As the magnitude of the CVA was not a significant component of the fair value of the interest rate caps, it was not considered a significant input. The fair value of the interest rate caps is classified as Level 2. As of September 30, 2024 and December 31, 2023, the fair value of the interest rate cap agreements was $13.5 million and $29.0 million, respectively, and was recorded in other assets on the consolidated balance sheet.

Debt Securities— The Company’s investments in debt securities, which are classified as available-for-sale, consist of U.S. Treasury and U.S. government agency securities, asset-backed securities, certificates of deposit and corporate bonds. These securities are held in escrow by the Company’s wholly-owned captive insurance company and were purchased with restricted cash. As such, these securities are not available to fund the Company’s operations.

Debt securities are recorded at fair value. As of September 30, 2024, the fair value of the available-for-sale debt securities was $38.9 million and was classified based on the instruments’ maturity dates, with $10.4 million included in prepaid expenses and other current assets and $28.5 million in other assets on the consolidated balance sheet. As of December 31, 2023, the fair value of the available-for-sale debt securities was $23.9 million, with $22.0 million included in prepaid expenses and other current assets and $1.9 million in other assets on the consolidated balance sheet.

Debt securities classified as Level 1 had a fair value of $23.1 million and $23.9 million as of September 30, 2024 and December 31, 2023, respectively. Debt securities classified as Level 2 had a fair value of $15.8 million as of September 30, 2024 and, as of December 31, 2023, Level 2 debt securities were immaterial.

At September 30, 2024 and December 31, 2023, the amortized cost was $38.4 million and $24.0 million, respectively. The debt securities held at September 30, 2024 had remaining contractual maturities ranging from less thanone year to approximately twelve years. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations. Unrealized gains and losses, net of tax, on available-for-sale debt securities were immaterial for the three and nine months ended September 30, 2024 and 2023.

Liabilities for Contingent Consideration— The Company is subject to contingent consideration arrangements in connection with certain business combinations. Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration payable for the related business combination and subsequent changes in fair value recorded to selling, general and administrative expenses on the Company’s consolidated statement of income. The fair value of contingent consideration was generally calculated using customary valuation models based on probability-weighted outcomes of meeting certain future performance targets and forecasted results. The key inputs to the valuations are the projections of future financial results in relation to the businesses and the company-specific discount rates. The Company classified the contingent consideration liabilities as a Level 3 fair value measurement due to the lack of observable inputs used in the model.

The following table provides a roll forward of the recurring Level 3 fair value measurements:

Nine months ended September 30, 2024
(In thousands)
Balance at January 1, 2024$11,516
Issuance of contingent consideration in connection with acquisitions696
Settlement of contingent consideration liabilities(14,300)
Changes in fair value2,819
Foreign currency translation21
Balance at September 30, 2024$752

The contingent consideration liability outstanding as of September 30, 2024 relates to an acquisition completed in 2024. During the nine months ended September 30, 2024, contingent consideration liabilities of $14.3 million were paid related to an acquisition completed in 2021, which was originally due in 2026, but settled early and paid in April 2024. During the nine months ended September 30, 2023, contingent consideration liabilities of $0.2 million were paid related to an acquisition completed in 2021.

  1. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, which is included as a component of stockholders’ equity, is comprised of foreign currency translation adjustments and unrealized gains (losses) on cash flow hedges and investments, net of tax.

The changes in accumulated other comprehensive income (loss) by component were as follows:

Nine months ended September 30, 2024
Foreign currencytranslation adjustments(1) · Unrealized gain (loss) oncash flow hedges · Unrealized gain (loss) oninvestments · Total
(In thousands)
Balance at January 1, 2024$(76,130)$17,100$(71)$(59,101)
Other comprehensive income before reclassifications — net of tax33,9492,33143336,713
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax—12,446(35)12,411
Net other comprehensive income (loss)33,949(10,115)46824,302
Balance at September 30, 2024$(42,181)$6,985$397$(34,799)
Nine months ended September 30, 2023
Foreign currencytranslation adjustments(1) · Unrealized gain (loss) oncash flow hedges · Unrealized gain (loss) oninvestments · Total
(In thousands)
Balance at January 1, 2023$(105,138)$34,738$(229)$(70,629)
Other comprehensive income (loss) before reclassifications — net of tax(14,843)12,002(12)(2,853)
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax—17,280(92)17,188
Net other comprehensive income (loss)(14,843)(5,278)80(20,041)
Balance at September 30, 2023$(119,981)$29,460$(149)$(90,670)

(1)Taxes are not provided for the currency translation adjustments related to the undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested.

  1. SEGMENT INFORMATION

The Company’s reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory services. The full service center-based child care segment includes the traditional center-based early education and child care, preschool, and elementary education. The Company’s back-up care segment consists of center-based back-up child care, in-home care for children and adult/elder dependents, school-age camps, tutoring, pet care, self-sourced reimbursed care, and Sittercity, an online marketplace for families and caregivers. The Company’s educational advisory services segment consists of tuition assistance and student loan repayment program management, workforce education, related educational advising, and college admissions counseling services. The Company and its chief operating decision maker evaluate performance based on revenue and income from operations. Intercompany activity is eliminated in the segment results. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no segment asset information is produced or included herein.

Effective January 1, 2024, the Company realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. As a result, the back-up care reportable segment now includes the Sittercity operations, which were previously reported in the educational advisory and other services segment. Segment information for 2023 has been recast to conform to the current year presentation.

Revenue and income from operations by reportable segment were as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$486,567$201,783$30,749$719,099
Income from operations12,46570,4876,44489,396
Revenue$444,747$171,423$29,617$645,787
Income from operations6,99052,2577,57766,824
Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$1,477,284$452,945$81,638$2,011,867
Income from operations66,553118,06313,776198,392
Revenue$1,333,469$389,391$79,749$1,802,609
Income from operations (1)28,49397,50017,008143,001

(1)For the nine months ended September 30, 2023, income from operations included value-added-tax expense of $6.0 million related to prior periods, of which $4.3 million was associated with the back-up care segment and $1.7 million was associated with the full service center-based child care segment.

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