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BRIGHT HORIZONS FAMILY SOLUTIONS INC.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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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.

Jun 30, 2025 · Filed Aug 7, 2025

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

June 30, 2025December 31, 2024
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents$179,222$110,327
Accounts receivable — net of allowance for credit losses of $3,474 and $3,571 at June 30, 2025 and December 31, 2024, respectively197,888283,336
Prepaid expenses and other current assets95,686102,368
Total current assets472,796496,031
Fixed assets — net591,152572,939
Goodwill1,824,4791,762,683
Other intangible assets — net196,264197,575
Operating lease right-of-use assets737,048725,897
Other assets98,05895,194
Total assets$3,919,797$3,850,319
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$—$28,500
Current portion of revolving credit facility101,500—
Accounts payable and accrued expenses308,085304,541
Current portion of operating lease liabilities106,291102,090
Deferred revenue282,576305,098
Other current liabilities40,65039,170
Total current liabilities839,102779,399
Long-term debt — net796,956918,449
Operating lease liabilities746,160743,562
Other long-term liabilities99,04794,501
Deferred revenue15,75015,713
Deferred income taxes23,66120,299
Total liabilities2,520,6762,571,923
Stockholders’ equity:
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at June 30, 2025 and December 31, 2024——
Common stock, $0.001 par value; 475,000,000 shares authorized; 57,170,610 and 57,404,736 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively5757
Additional paid-in capital575,679622,618
Accumulated other comprehensive loss(35,455)(110,295)
Retained earnings858,840766,016
Total stockholders’ equity1,399,1211,278,396
Total liabilities and stockholders’ equity$3,919,797$3,850,319

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands, except share data)
Revenue$731,570$670,059$1,397,097$1,292,768
Cost of services549,020507,6471,058,810995,228
Gross profit182,550162,412338,287297,540
Selling, general and administrative expenses94,83487,499186,695175,045
Amortization of intangible assets1,6645,8543,26813,499
Income from operations86,05269,059148,324108,996
Interest expense — net(10,555)(12,013)(20,906)(25,694)
Income before income tax75,49757,046127,41883,302
Income tax expense(20,722)(17,872)(34,594)(27,139)
Net income$54,775$39,174$92,824$56,163
Earnings per common share:
Common stock — basic$0.96$0.68$1.62$0.97
Common stock — diluted$0.95$0.67$1.61$0.96
Weighted average common shares outstanding:
Common stock — basic57,255,84157,971,35057,319,81457,924,875
Common stock — diluted57,713,11158,438,18657,831,93058,374,296

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Net income$54,775$39,174$92,824$56,163
Other comprehensive income (loss):
Foreign currency translation adjustments55,9596,92579,891(13,394)
Unrealized gain (loss) on cash flow hedges and investments, net of tax(2,145)(1,754)(5,051)657
Total other comprehensive income (loss)53,8145,17174,840(12,737)
Comprehensive income$108,589$44,345$167,664$43,426

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three months ended June 30, 2025
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensive Loss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at April 1, 202557,479,307$57$609,118$—$(89,269)$804,065$1,323,971
Stock-based compensation expense6,8296,829
Issuance of common stock under the Equity Incentive Plan47,953—1,9791,979
Shares received in net share settlement of stock option exercises and vesting of restricted stock(8,275)—(1,022)(1,022)
Purchase of treasury stock(41,225)(41,225)
Retirement of treasury stock(348,375)—(41,225)41,225—
Other comprehensive income53,81453,814
Net income54,77554,775
Balance at June 30, 202557,170,610$57$575,679$—$(35,455)$858,840$1,399,121
Three months ended June 30, 2024
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensive Loss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at April 1, 202457,953,066$58$663,406$—$(77,009)$642,814$1,229,269
Stock-based compensation expense8,1058,105
Issuance of common stock under the Equity Incentive Plan35,095—1,8001,800
Shares received in net share settlement of stock option exercises and vesting of restricted stock(1,236)—(298)(298)
Other comprehensive income5,1715,171
Net income39,17439,174
Balance at June 30, 202457,986,925$58$673,013$—$(71,838)$681,988$1,283,221

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six months ended June 30, 2025
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, 202557,404,736$57$622,618$—$(110,295)$766,016$1,278,396
Stock-based compensation expense14,98614,986
Issuance of common stock under the Equity Incentive Plan392,065—12,63112,631
Shares received in net share settlement of stock option exercises and vesting of restricted stock(107,965)—(13,609)(13,609)
Purchase of treasury stock(60,947)(60,947)
Retirement of treasury stock(518,226)—(60,947)60,947—
Other comprehensive income74,84074,840
Net income92,82492,824
Balance at June 30, 202557,170,610$57$575,679$—$(35,455)$858,840$1,399,121
Six months ended June 30, 2024
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, 202457,817,593$58$645,894$—$(59,101)$625,825$1,212,676
Stock-based compensation expense15,51615,516
Issuance of common stock under the Equity Incentive Plan186,146—13,38913,389
Shares received in net share settlement of stock option exercises and vesting of restricted stock(16,814)—(1,786)(1,786)
Other comprehensive loss(12,737)(12,737)
Net income56,16356,163
Balance at June 30, 202457,986,925$58$673,013$—$(71,838)$681,988$1,283,221

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30,
20252024
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$92,824$56,163
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization44,60953,099
Stock-based compensation expense14,98615,516
Deferred income taxes5,175(3,921)
Non-cash interest and other — net8567,411
Changes in assets and liabilities:
Accounts receivable87,43197,573
Prepaid expenses and other current assets(1,345)4,828
Accounts payable and accrued expenses13,58122,556
Income taxes(7,882)(8,030)
Deferred revenue(27,252)(9,570)
Leases(4,523)(3,823)
Other assets(4,446)(2,084)
Other current and long-term liabilities6,360(3,968)
Net cash provided by operating activities220,374225,750
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets — net(34,043)(42,016)
Proceeds from debt securities and other investments7,50317,713
Purchases of debt securities and other investments(6,322)(36,281)
Payments and settlements for acquisitions — net of cash acquired(5,106)(3,548)
Net cash used in investing activities(37,968)(64,132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility405,000156,500
Payments under revolving credit facility(3,500)(156,500)
Principal payments of long-term debt(451,000)(8,000)
Payments of debt issuance costs(2,878)—
Purchase of treasury stock(60,330)—
Proceeds from issuance of common stock upon exercise of options10,2306,901
Taxes paid related to the net share settlement of stock options and restricted stock(13,609)(1,786)
Payments of deferred and contingent consideration for acquisitions—(103,872)
Net cash used in financing activities(116,087)(106,757)
Effect of exchange rates on cash, cash equivalents and restricted cash7,045(723)
Net increase in cash, cash equivalents and restricted cash73,36454,138
Cash, cash equivalents and restricted cash — beginning of period123,71589,451
Cash, cash equivalents and restricted cash — end of period$197,079$143,589

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Six months ended June 30,
20252024
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents$179,222$140,246
Restricted cash, included in prepaid expenses and other current assets15,3631,180
Restricted cash, included in other assets2,4942,163
Total cash, cash equivalents and restricted cash — end of period$197,079$143,589
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments of interest$28,508$38,309
Cash received from cash flow hedges of interest rate risk$7,798$12,407
Cash payments of income taxes$35,879$39,722
Cash paid for amounts included in the measurement of lease liabilities$78,999$77,649
NON-CASH TRANSACTIONS:
Fixed asset purchases recorded in accounts payable and accrued expenses$1,465$2,391
Operating right-of-use assets obtained in exchange for operating lease liabilities — net$32,329$28,960
Restricted stock reclassified from other current liabilities to equity upon vesting$2,401$6,488
Contingent consideration issued for acquisitions$—$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 senior 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 employee engagement, and to working families directly through community-facing child care centers.

As of June 30, 2025, we operated 1,020 early education and child care centers.

Basis of Presentation— The accompanying unaudited condensed consolidated balance sheet as of June 30, 2025 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended June 30, 2025 and 2024 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, 2024. 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 June 30, 2025 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended June 30, 2025 and 2024, 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.

Stockholders’ Equity— The board of directors of the Company authorized a share repurchase program of up to $500 million (exclusive of fees, commissions or other expenses) of the Company’s outstanding common stock effective June 3, 2025. The share repurchase program has no expiration date and replaced and canceled the prior $400 million authorization announced in December 2021, of which $58.9 million remained available thereunder. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities law, including under Rule 10b5-1 plans or accelerated share repurchase programs. During the six months ended June 30, 2025, the Company repurchased approximately 0.5 million shares for $60.7 million (resulting in a $0.2 million excise tax liability). During the six months ended June 30, 2024, there wereno share repurchases under the repurchase program. All repurchased shares have been retired and, as of June 30, 2025, $494.1 million remained available under the Board-approved repurchase program.

  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$340,082$147,382$28,633$516,097
Outside North America200,18515,288—215,473
$540,267$162,670$28,633$731,570
North America$330,510$123,682$26,492$480,684
Outside North America176,56712,808—189,375
$507,077$136,490$26,492$670,059
Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
North America$673,057$266,211$55,001$994,269
Outside North America377,75725,071—402,828
$1,050,814$291,282$55,001$1,397,097
North America$650,713$227,093$50,889$928,695
Outside North America340,00424,069—364,073
$990,717$251,162$50,889$1,292,768

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

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 $236.5 million and $213.2 million as revenue during the six months ended June 30, 2025 and 2024, 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 June 30, 2025 and December 31, 2024, there were no material finance leases.

Lease Expense

The components of lease expense were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Operating lease expense (1)$37,663$38,477$74,058$76,208
Variable lease expense (1)12,01711,33223,35422,103
Total lease expense$49,680$49,809$97,412$98,311

(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:

June 30, 2025December 31, 2024
Weighted average remaining lease term (in years)99
Weighted average discount rate7.0%7.0%

Maturity of Lease Liabilities

The following table summarizes the maturity of lease liabilities as of June 30, 2025:

Operating Leases
(In thousands)
Remainder of 2025$69,338
2026160,759
2027152,399
2028140,656
2029123,596
Thereafter534,623
Total lease payments1,181,371
Less imputed interest(328,920)
Present value of lease liabilities852,451
Less current portion of operating lease liabilities(106,291)
Long-term operating lease liabilities$746,160

As of June 30, 2025, 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.

2025 Acquisitions

In April 2025, the Company acquiredtwo centers in the United Kingdom inone business acquisition, which was accounted for as a business combination. The business was acquired for cash consideration of $5.1 million, net of cash acquired, which is subject to adjustments from the settlement of the final working capital. The Company recorded goodwill of $3.6 million related to the full service center-based child care segment for this acquisition, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.5 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 June 30, 2025, the purchase price allocation for this acquisition remains open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired business are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.

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 $10.2 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 $0.7 million that will be amortized over three tofive years.

Additionally, during the year ended December 31, 2024, the Company acquiredtwo centers in Australia intwo 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 June 30, 2025, the purchase price allocation for one 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.

In January 2024, the Company paid deferred consideration of $106.5 million related to the 2022 acquisition of Only About Children. 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.

  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, 2025$1,515,919$209,088$37,676$1,762,683
Additions from acquisitions3,568——3,568
Adjustments to prior year acquisitions531——531
Effect of foreign currency translation55,4172,280—57,697
Balance at June 30, 2025$1,575,435$211,368$37,676$1,824,479

The Company also has intangible assets, which consisted of the following as of June 30, 2025 and December 31, 2024:

June 30, 2025CostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships$398,032$(388,749)$9,283
Trade names16,069(10,196)5,873
414,101(398,945)15,156
Indefinite-lived intangible assets:
Trade names181,108—181,108
$595,209$(398,945)$196,264
December 31, 2024CostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships$394,098$(383,127)$10,971
Trade names15,226(9,111)6,115
409,324(392,238)17,086
Indefinite-lived intangible assets:
Trade names180,489—180,489
$589,813$(392,238)$197,575

The Company estimates that it will record amortization expense related to intangible assets existing as of June 30, 2025 as follows:

Estimated amortization expense
(In thousands)
Remainder of 2025$2,877
20264,332
20273,100
20281,742
2029707
Thereafter2,398
$15,156
  1. CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS

Senior Secured Credit Facilities

The Company’s senior secured credit facilities consist of a term loan B facility (“term loan B”) and a $900 million multi-currency revolving credit facility (“revolving credit facility”). Prior to April 17, 2025, the Company’s senior secured credit facilities included a term loan A facility (“term loan A”).

Long-term debt obligations were as follows:

June 30, 2025December 31, 2024
(In thousands)
Term loan B$500,000$583,500
Term loan A—367,500
Revolving credit facility401,500—
Deferred financing costs and original issue discount(3,044)(4,051)
Total debt898,456946,949
Less current portion of term loans—(28,500)
Less current portion of revolving credit facility(101,500)—
Long-term debt$796,956$918,449

On April 17, 2025, the Company amended its existing senior secured credit facilities to, among other changes, increase the borrowing capacity of its revolving credit facility from $400 million to $900 million and to extend the maturity date. On the closing date, the Company used $362.5 million from its revolving credit facility to repay the outstanding balances under the term loan A facility. In conjunction with the amendment, the Company recorded expense of $0.6 million and capitalized $2.9 million in fees that have been recorded in other assets and will be amortized over the term of the revolving credit facility.

On December 11, 2024, the Company amended its existing senior secured credit facilities to, among other changes, reduce the applicable interest rates of the term loan B facility by 25 basis points. In connection with the terms of this amendment, the applicable interest rate spread for the term loan B facility was further reduced by 25 basis points in January 2025, when the Company received a credit rating upgrade.

All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 6.08% and 6.21% as of June 30, 2025 and December 31, 2024, respectively, and the weighted average interest rate was 6.06% and 7.47% for the six months ended June 30, 2025 and 2024, respectively, prior to the effects of any interest rate hedge arrangements. The effective interest rate for the revolving credit facility was 5.83% as of June 30, 2025 and the weighted average interest rate was 5.83% and 7.81% for the six months ended June 30, 2025 and 2024, respectively, prior to the effects of any interest rate hedge arrangements. 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 interest period as terms can vary between under-30 day and over-30 day borrowings.

Term Loan B Facility

The term loan B matures on November 23, 2028 and requires quarterly principal payments equal to 1% per annum of the aggregate principal amount of the term loan B outstanding as of December 11, 2024, the date the Company amended its senior secured credit facility, with the remaining principal balance due at maturity. In February 2025, the Company voluntarily prepaid $44.5 million of the outstanding principal balance on its term loan B facility, which satisfied the remaining annual principal payments due until maturity. In May 2025, the Company utilized its revolving credit facility to prepay $39.0 million of the outstanding principal balance on its term loan B facility to lower borrowing costs. As a result of these voluntary prepayments, the $500 million balance outstanding is due at maturity on November 23, 2028.

Effective as of December 11, 2024, borrowings under the amended term loan B facility bore interest at a rate per annum of 1.00% over the base rate, or 2.00% over the selected term SOFR rate. Effective as of January 2025, borrowings under the amended term loan B facility bear interest at a rate per annum of 0.75% over the base rate, or 1.75% over the selected term SOFR rate. The base rate is subject to an interest rate floor of 1.50% and the selected term SOFR rate is subject to an interest rate floor of 0.50%. Prior to the December 2024 amendment, borrowings under the term loan B facility bore interest at a rate per annum of 1.25% over the base rate, or 2.25% over the adjusted term SOFR rate.

Term Loan A Facility

As noted above, balances outstanding under the term loan A facility were repaid on April 17, 2025 using availability under the revolving credit facility.

Prior to the April 2025 debt amendment, the term loan A was scheduled to mature on November 23, 2026 and required 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 was due at maturity. Borrowings under the term loan A facility bore 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 was subject to an interest rate floor of 1.00% and the adjusted term SOFR rate was subject to an interest rate floor of 0.00%.

Revolving Credit Facility

As noted above, the terms of the revolving credit facility were amended on April 17, 2025.

The revolving credit facility matures on April 17, 2030. However, if there is any additional material indebtedness maturing on or before April 17, 2030, the maturity date will be 91 days prior to the maturity of that material indebtedness, unless the Company satisfies a minimum liquidity threshold test as of that date. As of June 30, 2025, based on the current material indebtedness maturity date, the maturity date of the revolving facility is August 24, 2028, which is 91 days prior to the maturity of the term loan B facility.

As of June 30, 2025, borrowings outstanding on the revolving credit facility were $401.5 million and letters of credit outstanding were $15.2 million, with $483.3 million available for borrowing. Since the revolving credit facility has a contractual maturity in excess of 12 months from the balance sheet date and the Company has the ability and intends to renew borrowings of at least $300 million through June 30, 2026, such balance has been presented as long-term on the condensed consolidated balance sheet at June 30, 2025. As of December 31, 2024, there wereno borrowings outstanding on the revolving credit facility, and letters of credit outstanding were $15.2 million, with $384.8 million available for borrowing.

Borrowings under the revolving credit facility bear interest at a rate per annum ranging from 0.25% to 0.75% over the base rate (as defined in the credit agreement), or 1.25% to 1.75% over the term SOFR rate. The base rate is subject to an interest rate floor of 1.00% and the term SOFR rate is subject to an interest rate floor of 0.00%. Prior to the April 17, 2025 amendment, borrowings under the revolving credit facility bore 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.

In 2024, the Company entered into a AU$5 million uncommitted working capital credit facility in Australia for short term borrowing purposes. As of June 30, 2025 and December 31, 2024, there wereno borrowings outstanding under this facility.

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 Borrower), 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 Guarantor), the Company’s direct subsidiary, to be a passive holding company, subject to certain exceptions. The Company is the ultimate parent of the Guarantor and the Borrower and the Company’s material assets are held, and operations are conducted, by the Borrower and its subsidiaries. The revolving credit facility requires Bright Horizons Family Solutions LLC as 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.

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 December 2021, the Company entered into 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%.

In March and July 2025, the Company entered into additional interest rate cap agreements with a total notional value of $150 million and $100 million, respectively, designated and accounted for as cash flow hedges from inception. The March and July 2025 interest rate cap agreements, both of which have forward starting effective dates of October 31, 2025, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 3.5% and 3.0%, respectively, and expire on October 31, 2027 and October 31, 2026, respectively.

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

Derivative financial instrumentsConsolidated balance sheet classificationJune 30, 2025December 31, 2024
(In thousands)
Interest rate caps - assetPrepaid and other current assets$3,625$8,407
Interest rate caps - assetOther assets$4,351$6,311

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$237Interest expense — net$3,202$(2,965)
Income tax effect(63)Income tax expense(854)791
Net of income taxes$174$2,348$(2,174)
Cash flow hedges$3,295Interest expense — net$5,638$(2,343)
Income tax effect(880)Income tax expense(1,506)626
Net of income taxes$2,415$4,132$(1,717)
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$(666)Interest expense — net$6,409$(7,075)
Income tax effect178Income tax expense(1,711)1,889
Net of income taxes$(488)$4,698$(5,186)
Cash flow hedges$12,303Interest expense — net$11,389$914
Income tax effect(3,285)Income tax expense(3,041)(244)
Net of income taxes$9,018$8,348$670

During the next 12 months, the Company estimates that a net gain of $4.2 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 June 30,Six months ended June 30,
2025202420252024
(In thousands, except share data)
Net income$54,775$39,174$92,824$56,163
Weighted average common shares outstanding — basic57,255,84157,971,35057,319,81457,924,875
Effect of dilutive securities457,270466,836512,116449,421
Weighted average common shares outstanding — diluted57,713,11158,438,18657,831,93058,374,296
Earnings per common share — basic$0.96$0.68$1.62$0.97
Earnings per common share — diluted$0.95$0.67$1.61$0.96

For the three and six months ended June 30, 2025 and 2024, basic and diluted earnings per share were calculated using the treasury method. Equity awards outstanding to purchase or receive 0.9 million and 1.4 million shares of common stock were excluded from diluted earnings per share for the three months ended June 30, 2025 and 2024, respectively, since their effect was anti-dilutive. Equity awards outstanding to purchase or receive 1.0 million and 1.5 million shares of common stock were excluded from diluted earnings per share for the six months ended June 30, 2025 and 2024, 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 27.4% and 31.3% for the three months ended June 30, 2025 and 2024, respectively, and 27.2% and 32.6% for the six months ended June 30, 2025 and 2024, 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 tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock, which is included in tax expense.

During the three months ended June 30, 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 million. During the six months ended June 30, 2025, the net excess tax benefit from stock-based compensation decreased tax expense by $1.3 million. During the three and six months ended June 30, 2024, the net shortfall tax expense from stock-based compensation increased tax expense by $0.2 million and $0.6 million, respectively. For the three and six months ended June 30, 2025 and 2024, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 27%.

The Company’s unrecognized tax benefits were $0.2 million as of June 30, 2025 and December 31, 2024, inclusive of interest. The unrecognized tax benefits may change over the next 12 months by up to $0.1 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 2021 through 2023 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 2020 through 2023 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.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S. The OBBBA includes significant tax reform provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business expenses. The legislation has various effective dates, ranging from early 2025 through 2026. Since the law was enacted subsequent to quarter end, it has not been reflected in the consolidated financial statements at June 30, 2025. The Company is currently assessing its impact on our consolidated financial statements.

  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 as of June 30, 2025.

Long-term Debt— The Company’s term loan B is recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s term loan B is based on current bid prices or prices for similar instruments from active markets and is classified as Level 2. The Company's revolving credit facility is recorded at cost and its fair value is classified as Level 2. As of June 30, 2025 and December 31, 2024, the estimated fair value approximated the carrying value of the total long-term debt.

Derivative Financial Instruments— The Company’s derivative financial instruments, comprised of 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 June 30, 2025, the fair value of the interest rate cap agreements was $8.0 million, of which $3.6 million was recorded in prepaid expenses and other current assets and $4.4 million was recorded in other assets on the consolidated balance sheet. As of December 31, 2024, the fair value of the interest rate cap agreements was $14.7 million, of which $8.4 million was recorded in prepaid expenses and other current assets and $6.3 million 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, primarily consist of U.S. Treasury and U.S. government agency securities, corporate bonds and certificates of deposits. 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 June 30, 2025, the fair value of the available-for-sale debt securities was $33.3 million and was classified based on the instruments’ maturity dates, with $13.1 million included in prepaid expenses and other current assets and $20.2 million in other assets on the consolidated balance sheet. As of December 31, 2024, the fair value of the available-for-sale debt securities was $33.7 million, with $11.7 million included in prepaid expenses and other current assets and $22.0 million in other assets on the consolidated balance sheet. As of June 30, 2025, debt securities classified as Level 1 and Level 2 had a fair value of $25.7 million and $7.6 million, respectively.

As of June 30, 2025 and December 31, 2024, the amortized cost was $33.1 million and $33.7 million, respectively. The debt securities held at June 30, 2025 had remaining contractual maturities ranging from less thanone year to approximately five years. Unrealized gains and losses, net of tax, on available-for-sale debt securities were immaterial for the three and six months ended June 30, 2025 and 2024.

  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:

Six months ended June 30, 2025
Foreign currencytranslation adjustments(1)Unrealized gain (loss) oncash flow hedgesUnrealized gain (loss) oninvestmentsTotal
(In thousands)
Balance at January 1, 2025$(118,673)$8,345$33$(110,295)
Other comprehensive income (loss) before reclassifications — net of tax79,891(488)14079,543
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax—4,69854,703
Net other comprehensive income (loss)79,891(5,186)13574,840
Balance at June 30, 2025$(38,782)$3,159$168$(35,455)
Six months ended June 30, 2024
Foreign currencytranslation adjustments(1)Unrealized gain (loss) oncash flow hedgesUnrealized gain (loss) oninvestmentsTotal
(In thousands)
Balance at January 1, 2024$(76,130)$17,100$(71)$(59,101)
Other comprehensive income (loss) before reclassifications — net of tax(13,394)9,018(27)(4,403)
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax—8,348(14)8,334
Net other comprehensive income (loss)(13,394)670(13)(12,737)
Balance at June 30, 2024$(89,524)$17,770$(84)$(71,838)

(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 seniors, school-age programs (including camps and tutoring), pet care, self-sourced reimbursed care, and 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.

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.

Revenue, cost of services, other expenses and income from operations by reportable segment were as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$540,267$162,670$28,633$731,570
Cost of services445,74388,75614,521549,020
Other expenses (1)54,24432,9919,26396,498
Income from operations$40,280$40,923$4,849$86,052
Interest expense — net(10,555)
Income before income tax$75,497
Revenue$507,077$136,490$26,492$670,059
Cost of services415,93377,27214,442507,647
Other expenses (1)58,50027,6257,22893,353
Income from operations$32,644$31,593$4,822$69,059
Interest expense — net(12,013)
Income before income tax$57,046

(1)Other expenses for each reportable segment includes selling, general and administrative expenses and amortization expense.

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$1,050,814$291,282$55,001$1,397,097
Cost of services867,863161,49729,4501,058,810
Other expenses (1)109,41762,47818,068189,963
Income from operations$73,534$67,307$7,483$148,324
Interest expense — net(20,906)
Income before income tax$127,418
Revenue$990,717$251,162$50,889$1,292,768
Cost of services819,902146,16629,160995,228
Other expenses (1)116,72757,42014,397188,544
Income from operations$54,088$47,576$7,332$108,996
Interest expense — net(25,694)
Income before income tax$83,302

(1)Other expenses for each reportable segment includes selling, general and administrative expenses and amortization expense.

Depreciation and amortization expense totaled $22.7 million and $44.6 million for the three and six months ended June 30, 2025, respectively, of which approximately 85% related to the full service center-based child care segment. Depreciation and amortization expense totaled $25.5 million and $53.1 million for the three and six months ended June 30, 2024, respectively, of which approximately 90% related to the full service center-based child care segment.

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