UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018 | |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-35780
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Delaware | 80-0188269 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
200 Talcott Avenue
Watertown, MA 02472
(Address of principal executive offices and zip code)
(617) 673-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of exchange on which registered | |
Common Stock, $0.001 par value per share | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the shares of common stock of the registrant held by non-affiliates of Bright Horizons Family Solutions Inc. computed by reference to the closing price of the registrant’s common stock on the New York Stock Exchange as of June 30, 2018 was approximately $5.9 billion.
As of February 15, 2019, there were 57,948,644 outstanding shares of the registrant’s common stock, $0.001 par value per share, which is the only outstanding capital stock of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2019 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
TABLE OF CONTENTS
Page | ||
Part I. | ||
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Part II. | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
Part III. | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
Part IV. | ||
Item 15. | ||
Item 16. | ||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, the industries in which we and our partners operate, industry, geographic, labor and demographic trends, market share and leadership position, performance and growth factors, demand for services, seasonality, competitive strengths and differentiators, client retention rate, growth strategies and opportunities for expansion, sustaining our performance and growth factors, acquisitions and integration, investments, including in technology, marketing and personnel, such as the Teacher Degree Program, utilization rates, marketing strategies, cross-selling opportunities, intellectual property, legal and regulatory compliance, employee and labor relationships, ability to attract new clients, our geographic reach, our debt and indebtedness, ability to obtain financing, ability to attract key employees, dividend policy, impact of the macroeconomic environment and general economic conditions, our properties and facilities, outcome of litigation and legal matters and proceedings, new center openings and closings, future interest payments, interest rates and swap agreements, amortization expense, cash flow and use of cash, operating and capital expenditures, cash from operations, fixed asset expenditures, exchange rates, impact of the Tax Cuts and Jobs Act, tax benefits, tax rates and estimates, tax audits and settlements, tax benefits and equity transactions, credit risk, impact of new accounting pronouncements, including the new lease standard, share repurchases, repatriation of earnings, and insurance and worker’s compensation claims.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described under “Risk Factors” and elsewhere in this Annual Report and in our other public filings with the Securities and Exchange Commission.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Annual Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by law.
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PART I
Item 1. Business
Our Company
We are a leading provider of high-quality child care and early education, back-up care and educational advisory services designed to help employers and families better address the challenges of work and family life. We provide services primarily under multi-year contracts with employers who offer child care, as well as other dependent care solutions and educational advisory services, as part of their employee benefits packages to improve employee engagement, productivity, recruitment and retention. As of December 31, 2018, we had more than 1,100 client relationships with employers across a diverse array of industries, including more than 150 Fortune 500 companies and more than 80 of Working Mother magazine’s 2018 “100 Best Companies.” Our service offerings include:
• | full service center-based child care and early education (representing approximately 83% of our 2018 revenue); |
• | back-up care (representing approximately 13% of our 2018 revenue); and |
• | educational advisory services (representing approximately 4% of our 2018 revenue). |
As of December 31, 2018, we operated a total of 1,082 child care and early education centers across a wide range of customer industries with the capacity to serve approximately 120,000 children and their families in the United States, as well as in the United Kingdom, the Netherlands, Canada and India. We have consistently achieved satisfaction ratings of approximately 98% among respondents in our employer and parent satisfaction surveys and maintained an annual client retention rate of approximately 95% for employer-sponsored centers over each of the past ten years.
Our History
Since 1986, we have operated child care and early education centers for employers and working families. In 1998, we transformed our business through the merger of Bright Horizons, Inc. and Corporate Family Solutions, Inc., both then Nasdaq-listed companies that were founded in 1986 and 1987, respectively. We were listed on Nasdaq from 1998 to May 2008 when we were acquired by investment funds affiliated with Bain Capital Partners LLC (referred to as our “going private transaction”). On January 30, 2013, we completed our initial public offering (the “IPO”) and our common stock became listed on the New York Stock Exchange (“NYSE”) under the symbol “BFAM.”
Throughout our history, we have continued to grow while investing in our future. We have grown our international footprint to become a leading provider in the center-based child care market in the United Kingdom and have expanded into the Netherlands, Canada and India as a platform for further international expansion. In the United States, we have grown our partnerships with employer clients by expanding and enhancing our back-up care services and by developing and growing our educational advisory services. We have and continue to invest in new technologies to better support our full suite of services as well as enhance our customers’ user experience, and we have expanded our marketing efforts with additional focus on driving use of our services and maximizing occupancy levels in centers where we can improve our economics with increased enrollment.
Industry Overview
We compete in the global market for child care and early education services as well as the market for work/life services offered by employers as benefits to their employees. The child care industry can generally be subdivided into center-based and home-based child care. We operate primarily in the center-based market, which is highly fragmented.
The center-based child care market includes both retail and employer-sponsored centers and can be further divided into full-service centers and back-up centers. The employer-sponsored model has always been central to our business and is characterized by a single employer or consortium of employers entering into a long-term contract for the provision of child care at a center located at or near the employer sponsor’s worksite. The employer sponsor generally funds the development as well as ongoing maintenance and repair of a child care center and subsidizes the provision of child care services to make them more affordable for its employees.
Additionally, we compete in the growing markets for back-up care and educational advisory services, and we believe we are the largest and one of the only multi-national providers of back-up care services.
Industry Trends
We believe that the following key factors contribute to growth in the markets for employer-sponsored child care and for back-up care and educational advisory services.
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Increasing Participation by Women and Two Working Parent Families in the Workforce. A significant percentage of mothers currently participate in the workforce. In 2017, 62% of mothers with children under the age of 6 participated in the workforce in the United States, according to the Bureau of Labor Statistics. In 2017, women earned 53% of all doctorate degrees and 57% of master’s degrees in the United States, according to a 2018 report by the Council of Graduate Schools. We expect that the number of working mothers and two working parent families will continue to increase over time, resulting in an increase in the need for child care and other work/life services.
Greater Demand for High-Quality Center-Based Child Care and Early Education. We believe that recognition of the importance of early education and consistent quality child care has led to increased demand for higher-quality center-based care and education. In 2007, the number of children aged 3 years to 6 years enrolled in center-based child care was 55%, compared to approximately 60% of such children in 2016, according to data gathered by the Federal Interagency Forum on Child and Family Statistics.
With the shift towards center-based care, there is an increased focus on the establishment of objective, standards-based methods of defining and measuring the quality of child care, such as accreditation. In a highly fragmented market comprised largely of center operators lacking scale, we believe this trend will favor larger industry participants with the size and capital resources to achieve quality standards on a consistent basis.
Recognized Return on Investment to Employers. Based on studies we have conducted through our workforce consulting practice, we believe that employer sponsors of center-based child care and back-up care services realize strong returns on their investments in terms of reduced turnover and increased productivity. We estimate that users of our back-up care services have been able to work, on average, six days annually that they otherwise would have missed due to breakdowns in child care arrangements. Additionally, according to a 2018 survey of our clients, 98% of respondents reported that access to back-up care helps their employees be more productive. We believe that this return on investment for employers will result in additional growth in employer-sponsored center-based child care and back-up care services.
Growing Global Demand for Child Care and Early Education Services. We expect that a long-term shift to service-based economies and an increasing emphasis on education and child care by government and families will contribute to further growth in the global child care and early education market as well as the developing markets for back-up care and educational advisory services. In addition, in certain countries in which we operate, public policy decisions have facilitated increased demand for child care and early education services. For example, in 2017, the United Kingdom increased the child care subsidy for 3 and 4 year olds from 15 hours per week to 30 hours per week, and the Netherlands increased the maximum hourly subsidy for future years ahead of cost of living increases. Both actions represent efforts to make child care more affordable for working families and thereby encourage parents to return and remain in the workforce.
Evolving Workforce. Employers are facing potentially significant labor shortages and skills gaps as roughly 3.5 million baby boomers per year are now reaching retirement age of 65. We believe there is a renewed focus on the importance of recruiting and retention, as well as the continued education and training of the existing workforce, including the alignment of learning and development goals with tuition reimbursement and student loan repayment programs. In addition, the evolution of the composition of the global workforce is contributing to a change in employee perception of compensation and benefits, particularly with an increase in the value of workplace flexibility and work-life balance. We believe these growing needs and changing trends will encourage employers to invest in full service center-based child care, back-up care and educational advisory services as a means to bolster employee engagement, recruitment and retention.
Our Competitive Strengths
Market Leading Service Provider
We believe we are the leader in the markets for employer-sponsored center-based child care and back-up care, and that the breadth, depth and quality of our service offerings—developed over a successful 30-year history—represent significant competitive advantages. We estimate that we have approximately six times more employer-sponsored centers in the United States than our closest competitor, according to data obtained from the Child Care Information Exchange’s 2018 Employer Child Care Trend Report on center-based providers. We believe the broad geographic reach of our child care centers, with targeted clusters in areas where we believe demand is generally higher and where income demographics are attractive, provides us with a competitive platform to market our services to new and existing clients.
Collaborative, Long-term Relationships with Diverse Customer Base
We have more than 1,100 client relationships with employers across a diverse array of industries, including more than 150 of the Fortune 500 companies. Our largest client contributes less than 2% of our revenue in fiscal 2018 and our largest 10 clients represented approximately 8% of our revenue in the same year. Our business model emphasizes multi-year employer sponsorship contracts where our clients typically fund the development of new child care centers at or near their worksites and frequently support the ongoing operations of these centers.
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Our multiple service points with both employers and employees give us unique insight into the corporate culture of our clients and enables us to identify and provide innovative and tailored solutions to address our clients’ specific work/life needs. In addition to full service center-based child care, we provide access to a multi-national back-up care network and educational advisory support, allowing us to offer various combinations of services to best meet the needs of specific clients or specific locations for a single client. We believe our tailored, collaborative approach to employer-sponsored child care has contributed to an annual client retention rate for employer-sponsored centers of approximately 95% over each of the past ten years.
Commitment to Quality
Our business is anchored in our commitment to consistently provide high-quality service offerings to employers and families. We have designed our child care centers to meet or exceed applicable accreditation and rating standards in all of our key markets, including standards set in the United States by the National Academy of Early Childhood Programs, a division of the National Association for the Education of Young Children (NAEYC), and in the United Kingdom by the Office of Standards in Education (OFSTED). We believe our commitment to achieving accreditation standards offers a competitive advantage in securing employer sponsorship opportunities and in attracting and retaining families as an increasing number of potential and existing employer clients require adherence to accreditation criteria.
We maintain our proprietary curriculum at the forefront of early education practices by introducing elements that respond to the changing expectations and views of society and new information and theories about the ways in which children learn and grow. We also believe that strong adult-to-child ratios are a critical factor in delivering our curriculum effectively as well as helping to facilitate more focused care. Our programs provide adult-to-child ratios that meet or exceed state licensing standards.
Market Leading People Practices
Our ability to deliver consistently high-quality care, education and other services is directly related to our ability to attract, retain and motivate our highly skilled workforce. We have consistently been named as a top employer by third-party sources in the United States, the United Kingdom and the Netherlands, including being named as one of the “100 Best Companies to Work For” by Fortune Magazine 18 times, as well as a great place to work in the United Kingdom and in the Netherlands by the Great Place to Work Institute. We have also been named one of the “Top Places to Work” by the Boston Globe 11 times.
We believe the education and experience of our center leaders and teachers exceed the industry average. In addition to ongoing in-center training, we have an in-house online training academy that allows our employees to earn nationally-recognized child development credentials. In 2018, we also launched the Teacher Degree Program, an expanded tuition reimbursement program, whereby our teachers are able to earn associate and bachelor’s degrees in early childhood education at no cost to the employee. We believe this program is unique in our industry, and will continue to distinguish us as an employer of choice.
Capital Efficient Operating Model Provides Platform for Growth with Attractive Economics
We have achieved uninterrupted year-over-year revenue and adjusted EBITDA growth for more than 15 years despite broader macro-economic fluctuations. With employer sponsors funding the majority of the capital required for new centers developed on their behalf, we have been able to grow our business with limited capital investment, which has contributed to strong cash flows from operations.
Proven Acquisition Track Record
We have an established acquisition team to pursue potential targets using a proven framework to effectively evaluate potential transactions with the goal of maximizing our return on investment while minimizing risk. Over the last ten fiscal years we have completed the acquisition of 434 child care centers in the United States, the United Kingdom and the Netherlands, as well as providers of back-up care services and educational advisory services in the United States.
Our Growth Strategy
We believe that there are significant opportunities to continue to grow our business globally and expand our leadership position by continuing to execute on the following strategies.
Grow Our Client Relationships
• | Secure Relationships with New Employer Clients. Our addressable market includes approximately 13,000 employers, each with at least 1,000 employees, within the industries that we currently serve in the United States and the United Kingdom. Our dedicated sales force focuses on establishing new client relationships and is supported by our workforce consulting practice, which helps potential clients to identify the precise work/life offerings that will best meet their strategic goals. |
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• | Cross-Sell and Expand Services to Existing Employer Clients. We believe there is a significant opportunity to increase the number of our clients that use more than one of our services, and to expand the services we provide to existing clients. Over the past five years, we have doubled the number of our clients who utilize more than one of our services to 260 clients as of December 31, 2018. |
• | Continue to Expand Through the Assumption of Management of Existing Sponsored Child Care Centers. We occasionally assume the management of existing centers from the incumbent management, which enables us to develop new client relationships, typically with no capital investment and no purchase price payment. |
Sustain Annual Price Increases to Enable Continued Investments in Quality
We look for opportunities to invest in quality as a way to enhance our reputation with our clients and their employees. By developing a strong reputation for high-quality services and facilities, we have been able to support consistent price increases that have kept pace with our cost increases. Over our history, these price increases have contributed to our revenue growth and have enabled us to drive margin expansion.
Increase Utilization at Existing Centers and Use of Back-up Care and Educational Advisory Services
In addition to continuing to increase enrollment levels in our more recently opened profit and loss centers, we also look for opportunities to maximize enrollment at our mature profit and loss centers (centers that have been open for more than three years, as more fully described below) in order to achieve continued growth and improved center economics. We also look for opportunities to increase the use of our back-up care and educational advisory services, not only by growing client relationships, but also by driving use at existing clients.
Selectively Add New Lease/Consortium Centers and Expand Through Acquisitions
We have typically added approximately fifteen new lease/consortium centers (as more fully described below) annually for the past five years, focusing on urban or city surrounding markets where demand is generally higher and where income demographics are generally more supportive of a new center. In addition, we have a long track record of successfully completing and integrating selective acquisitions. The domestic and international markets for child care and other family support services remain highly fragmented and we will continue to seek attractive opportunities both for center acquisitions and the acquisition of complementary service offerings.
Our Operations
Our operating and reporting segments are comprised of full-service center-based child care, back-up care, and educational advisory services. Full-service center-based child care includes traditional center-based child care, preschool and elementary education. Back-up care includes center-based back-up child care, and in-home care for children and adult/elder dependents. Educational advisory services primarily consist of tuition reimbursement program management, student loan repayment, related educational advising, and college advisory services. The following table sets forth our segment information for the year ended December 31, 2018 (in thousands, except percentages):
Full Service Center-Based Child Care | Back-up Care | Educational Advisory Services | Total | ||||||||||||
Revenue | $ | 1,586,323 | $ | 245,498 | $ | 71,361 | $ | 1,903,182 | |||||||
As a percentage of total revenue | 83 | % | 13 | % | 4 | % | 100 | % | |||||||
Income from operations | $ | 152,006 | $ | 68,462 | $ | 18,627 | $ | 239,095 | |||||||
As a percentage of total income from operations | 64 | % | 28 | % | 8 | % | 100 | % | |||||||
Additional segment information is included in Note 15, “Segment and Geographic Information,” to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Full-Service Center-Based Child Care Services
We operate our centers under two principal business models: (1) a cost-plus model, where we are paid a fee by an employer client for managing a child care center on a cost-plus basis; and (2) a profit and loss (“P&L”) model, where we assume the financial risk of operating a child care center. The P&L model is further classified into two subcategories:
• | a sponsor model, where we provide child care and early education services on either an exclusive or priority enrollment basis for the employees of an employer sponsor; and |
• | a lease/consortium model, where we provide child care and early education services to the employees of multiple employers located within a real estate development (for example, an office building or office park), as well as to families in the surrounding community. |
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In both our cost-plus and sponsor P&L models, the development of a new child care center, as well as ongoing maintenance and repair, is typically funded by an employer sponsor with whom we enter into a multi-year contractual relationship. In addition, employer sponsors typically provide subsidies for the ongoing provision of child care services for their employees.
Our full-service center operations are led by a Senior Vice President and are organized into geographic divisions. Each division is further divided into regions, each supervised by a Regional Manager who oversees the operational performance of approximately six to eight centers and is responsible for supervising the program quality, financial performance and client relationships. A typical center is managed by a small administrative team under the leadership of a Center Director. A Center Director has day-to-day operating responsibility for the center, including training, management of the business and staff, licensing compliance, implementation of curricula, conducting child assessments and enrollment. Our corporate offices provide centralized administrative support for accounting, finance, information systems, legal, payroll, risk management, marketing and human resources functions. We follow this underlying operational structure for center operations in each country in which we operate.
Center hours of operation are designed to match the schedules of employer sponsors and working families. Most of our centers are open 10 to 12 hours a day, Monday through Friday, and we offer a variety of enrollment options, ranging from full-time to part-time scheduling.
Tuition paid by families varies depending on the age of the child, the child’s attendance schedule, the geographic location and the extent to which an employer sponsor subsidizes tuition. Based on a sample of 360 of our child care and early education centers in the United States, the current average tuition rates at our centers are $1,970 per month for infants (typically ages 3 to 16 months), $1,765 per month for toddlers (typically ages 16 months to 3 years) and $1,410 per month for preschoolers (typically ages 3 to 5 years). Tuition at most of our child care and early education centers is payable in advance and is due either monthly or weekly. In most cases, families pay tuition through payroll deductions or through Automated Clearing House withdrawals.
Revenue per center typically averages between $1.5 million and $2.0 million at our centers in North America, and averages between $1.2 million and $1.3 million at our centers in Europe, primarily due to the larger average size of our centers in North America. Gross margin at our centers typically averages between 20% and 25%, with our cost-plus model centers typically at the lower end of that range and our lease/consortium centers at the higher end.
Cost of services consists of direct expenses associated with the operation of child care and early education centers primarily comprised of payroll and benefits for personnel, food costs, program supplies and materials, parent marketing and facilities costs, which include depreciation. Personnel costs are the largest component of a center’s operating costs and comprise approximately 70% of a center’s operating expenses. In a P&L model center, we are often responsible for additional costs that are typically paid or provided directly by a client in centers operating under the cost-plus model, such as facilities costs. As a result, personnel costs in centers operating under P&L models will often represent a smaller percentage of overall costs when compared to centers operating under cost-plus models.
Selling, general and administrative expenses (“SGA”) relating to full-service center-based child care consist primarily of salaries, payroll taxes and benefits (including stock-based compensation costs) for non-center personnel, which includes corporate, regional and business development personnel, accounting and legal, information technology, occupancy costs for corporate and regional personnel, management/advisory fees and other general corporate expenses.
Back-up care Services
We provide back-up care services through our full-service centers, dedicated back-up centers, in-home care providers, and back-up care network. Back-up care offers access to a contracted network of approximately 3,000 in-home care agencies and center-based providers in locations where we do not otherwise have in-home care providers or centers with available capacity.
Our back-up care division is led by a Senior Vice President. The dedicated back-up centers that we operate are organized in a similar structure to full-service centers, with Regional Managers overseeing approximately six to eight centers each and with center-based administrative teams that mirror the administrative teams in full-service centers. The dedicated back-up centers are either exclusive to a single employer or are consortium centers that have multiple employer sponsors and are part of our back-up care program.
Care is arranged through a 24 hours-a-day contact center, online or via our mobile application, allowing employees to reserve care in advance or at the last minute. We operate our own contact center in Broomfield, Colorado and we contract with additional contact centers located in North Carolina and Missouri to complement our ability to handle demand fluctuations, provide business continuity, and deliver seamless service 24 hours a day.
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Back-up care revenue is comprised of fees or subsidies paid by employer sponsors, as well as co-payments collected from users. Cost of services consist of fees paid to providers for care delivered as part of their contractual relationships with us, personnel and related direct service costs of the contact centers and any other expenses related to the coordination or delivery of care and service. For our dedicated back-up centers, cost of services also includes all direct expenses associated with the operation of the centers. SGA related to back-up care is similar to SGA for full-service center-based child care, with additional expenses related to the information technology necessary to operate this service, the ongoing development and maintenance of the provider network, and additional personnel needed as a result of more significant client management and reporting requirements.
Educational Advisory Services
Our educational advisory services consist of our EdAssist Solutions and Education and College Advising (also known as College Coach) services. Educational advisory services revenue is comprised of fees paid by employer clients, as well as retail fees collected from users at the point of service. Cost of services consist of personnel and direct service costs of the contact centers, and other expenses related to the coordination and delivery of tuition reimbursement program management, student loan repayment, advisory and counseling services. SGA related to educational advisory services is similar to SGA for back-up care. The educational advisory services segment is managed by a Senior Vice President who has responsibility for the growth and profitability of this division.
EdAssist Solutions. EdAssist Solutions provides tuition reimbursement program management services and student loan repayment services for corporate clients. Administration services are provided through a proprietary software system for processing and data analytics, as well as a team of compliance professionals who audit and process employee’s applications for tuition reimbursement or student loan repayment and enforce the employer client’s policies. We also provide educational advising to client employees on a one-on-one basis through our team of advisors, who help employees make better decisions regarding their education and financial wellness. Customer service is also provided through the contact center in Broomfield, Colorado. The EdAssist Solutions services derive revenue directly from fees paid by employers under contracts that are typically three years in length.
Education and College Advising (also known as College Coach). Education and College Advising provides college admissions and college financing advisory services through our team of experts, all of whom have experience working at senior levels in admissions or financial aid at colleges and universities. We work with employer clients who offer these services as a benefit to their employees, and we also provide these services directly to families on a retail basis through our College Coach brand. We have various College Coach offices across the United States, located primarily in metropolitan areas, where we believe the demand for these services is greatest. Education and College Advising derives revenue mainly from employer clients who contract with us for a specified number of workshops, access to our proprietary online learning center and individual counseling.
Seasonality
Our business is subject to seasonal and quarterly fluctuations. Demand for child care and early education and elementary school services has historically decreased during the summer months when school is not in session, at which time families are often on vacation or have alternative child care arrangements. In addition, our enrollment declines as older children transition to elementary schools. Demand for our services generally increases in September and October coinciding with the beginning of the new school year and remains relatively stable throughout the rest of the school year. In addition, use of our back-up care services tends to be higher when schools are not in session and during holiday periods, which can increase the operating costs of the program and impact the results of operations. Our educational advisory services have limited seasonal fluctuations. Results of operations may also fluctuate from quarter to quarter as a result of, among other things, the performance of existing centers, including enrollment and staffing fluctuations, the number and timing of new center openings, acquisitions and management transitions, the timing of new client launches in our back-up and educational advisory services, the length of time required for new centers to achieve profitability, center closings, refurbishment or relocation, the contract model mix (P&L versus cost-plus) of new and existing centers, the timing and level of sponsorship payments, competitive factors and general economic conditions.
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Geography
We operate in two primary regions: North America, which includes the United States, Canada and Puerto Rico, and Europe, which we define to include the United Kingdom, the Netherlands, and India. The following table sets forth information by geographic region for the year ended December 31, 2018 (in thousands, except percentages):
North America | Europe | Total | |||||||||
Revenue | $ | 1,455,349 | $ | 447,833 | $ | 1,903,182 | |||||
As a percentage of total revenue | 76 | % | 24 | % | 100 | % | |||||
Long-lived assets, net | $ | 347,715 | $ | 249,426 | $ | 597,141 | |||||
As a percentage of total fixed assets, net | 58 | % | 42 | % | 100 | % | |||||
Our international business primarily consists of child care centers throughout the United Kingdom and the Netherlands and is overseen by a Managing Director. As of December 31, 2018, we had a total of 374 centers in Europe and 708 centers in North America. Additional geographical information is included in Note 15, “Segment and Geographic Information,” to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Marketing
We market our services to prospective employer sponsors, current clients and their employees, and to parents. Our sales force is organized on both a centralized and regional basis and is responsible for identifying potential employer sponsors, and managing the overall sales process. We reach out to employers via word of mouth, direct mail campaigns, digital outreach and advertising, conference networking, webinars and social media. In addition, many employer sponsors promote our child care and early education centers as an important employee benefit and we communicate regularly with existing clients to increase awareness of the full suite of services that we provide for key life stages and to explore opportunities to enhance current partnerships. We work closely with clients to execute coordinated employee engagement plans that include targeted email, webinars, on-site events, and more to drive awareness and utilization of the Bright Horizons benefits within their workforces.
As a result of our visibility among human resources professionals as a high-quality dependent care service provider, potential employer sponsors regularly contact us requesting proposals, and we often compete for employer-sponsorship opportunities through a request for proposal process. Our management team is involved at the national level with education, work/life and children’s advocacy, and we believe that their prominence and involvement in such issues also helps attract new business.
We also have a direct-to-consumer (parent) marketing department that supports parent enrollment efforts through the development of marketing programs, including the preparation of promotional materials. The parent marketing team is organized on both a centralized and regional basis and works with center directors and our contact centers to build enrollment. New enrollment is generated by word of mouth, targeted digital marketing, parent referral programs, print advertising, direct mail campaigns, and business outreach. Individual centers may receive assistance from employer sponsors, who often provide access to channels of internal communication, such as e-mail, websites, intranets, mailing lists and internal publications. We have expanded our marketing efforts with additional focus on maximizing occupancy levels in centers where we can improve our economics with increased enrollment. We continue to invest in expanded digital marketing capabilities to personalize communication with our users, which over time is expected to drive increased utilization within the workforce of the employer clients and parents we serve.
Competition
We believe that we are a leading provider in the markets for employer-sponsored center-based child care and back-up care. We estimate that we have approximately six times more market share in the United States than our closest competitors who provide employer-sponsored center-based child care. The market for child care and early education services is highly fragmented, and we compete for enrollment and for sponsorship of child care and early education centers with a variety of other businesses including large community-based child care companies, regional child care providers, family day care (operated out of the caregiver’s home), nannies, for-profit and not-for-profit full- and part-time nursery schools, private schools and public elementary schools, and not-for-profit and government-funded providers of center-based child care. Our principal competitors for employer-sponsored centers include KinderCare Education and New Horizons Academy in the United States and Childbase and Busy Bees in the United Kingdom. Competition for back-up care and educational advising comes from some of these same competitors in addition to employee assistance programs and smaller work/life companies. We compete for enrollment on a center-by-center basis with some of the providers named above, along with many local and national providers, such as Learning Care Group, Goddard Schools, Primrose Preschools, Little Pioneers, KidsFoundation, and Partou in the United States, the United Kingdom and the Netherlands.
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We believe that the key factors in the competition for enrollment are quality of care, site convenience and cost. We believe that many center-based child care providers are able to offer care at lower prices than we do by utilizing less intensive adult-to-child ratios and offering their staff lower compensation and limited or less affordable benefits. While our tuition levels are generally higher than our competitors, we compete primarily based on the convenience of a work-site location and a higher level of program quality. In addition, many of our competitors may have access to greater financial resources (such as access to government funding or other subsidies), or may benefit from broader name recognition (such as established regional providers) or comply, or are required to comply, with fewer or less costly health, safety, and operational regulations than those with which we comply (such as the more limited health, safety and operational regulatory requirements typically applicable to family day care operations in caregivers’ homes). We believe that our primary focus on employer clients and track record for achieving and maintaining high-quality standards distinguishes us from our competitors.
We have and continue to invest in technology to better support our full suite of services, enhance our customers’ user experience, to build utilization levels of our services within our client workforces and across our existing client base, and to deliver more efficient and automated support services. Investments to integrate our web and mobile functionality across all of our services as well as expand mobile capabilities are designed to ensure that our key systems deliver the value we expect and provide us with the platform to grow our position in the market. We believe we are well-positioned to continue attracting new employer sponsors due to our extensive service offerings, established reputation, position as a quality leader and track record of serving major employer sponsors for more than 30 years.
Intellectual Property
We believe that our name and logo have significant value and are important to our operations. We own and use various registered and unregistered trademarks covering the names Bright Horizons and Bright Horizons Family Solutions, our logo and a number of other names, slogans and designs. We frequently license the use of our registered trademarks to our clients in connection with the use of our services, subject to customary restrictions. We actively protect our trademarks by registering the marks in a variety of countries and geographic areas, including North America, Asia, Europe, India, Australia and New Zealand. These registrations are subject to varying terms and renewal options. However, not all of the trademarks or service marks have been registered in all of the countries in which we do business, and we are aware of persons using similar marks in certain countries in which we currently do not do business. Meanwhile, we monitor our trademarks and vigorously oppose the infringement of any of our registered marks as appropriate. We do not hold any patents, and we hold copyright registrations for certain materials that are important to the operation of our business. We generally rely on common law protection for those copyrighted works which are not critical to the operation of our business. We also license some intellectual property from third parties for use in our business. Such licenses are not individually or in the aggregate material to our business.
Regulatory Matters
We are subject to various federal, state and local laws affecting the operation of our business, including various licensing, health, fire and safety requirements and standards. In most jurisdictions in which we operate, our child care centers are required by law to meet a variety of operational requirements, including minimum qualifications and background checks for our teachers and other center personnel. State and local regulations may also impact the design and furnishing of our centers.
Internationally, we are subject to national and local laws and regulations that often are similar to those affecting us in the United States, including laws and regulations concerning various licensing, health, fire and safety requirements and standards. We believe that our centers comply in all material respects with all applicable laws and regulations in these countries.
Health and Safety
The safety and well-being of children and our employees is paramount for us. We employ a variety of security measures at our child care and early education centers, which typically include secure electronic access systems as well as sign-in and sign-out procedures for children, among other site-specific security measures. In addition, our trained teachers and open center designs help ensure the health and safety of children. Our child care and early education centers are designed to minimize the risk of injury to children by incorporating such features as child-sized amenities, rounded corners on furniture and fixtures, age-appropriate toys and equipment and cushioned fall zones surrounding play structures.
Each center is further guided by policies and procedures that address protocols for safe and appropriate care of children and center administration. These policies and procedures establish center protocols in areas including the safe handling of medications, managing child illness or health emergencies and a variety of other critical aspects of care to ensure that centers meet or exceed all mandated licensing standards. These policies and procedures are reviewed and updated continuously by a team of internal experts and center personnel are trained on center practices using these policies and procedures. Our proprietary We Care system supports proper supervision of children and documents the transitions of children to and from the care of teachers and parents or from one classroom to another during the day.
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Environmental
Our operations, including the selection and development of the properties that we lease and any construction or improvements that we make at those locations, are subject to a variety of federal, state and local laws and regulations, including environmental, zoning and land use requirements. In addition, we have a practice of conducting site evaluations on each freestanding or newly constructed or renovated property that we own or lease. Although we have no known material environmental liabilities, environmental laws may require owners or operators of contaminated property to remediate that property, regardless of fault.
Employees
As of December 31, 2018, we had approximately 33,350 global employees (including part-time and substitute teachers), of whom approximately 2,300 were employed at our corporate, divisional and regional offices, and the remainder of whom were employed at our child care and early education centers. Child care and early education center employees include teachers and support personnel. The total number of employees includes approximately 11,650 employees working outside of the United States. We conduct annual surveys to assess employee engagement and overall well-being, and can adjust programs, benefits offerings, trainings, communications and other support to meet employee needs and enhance retention. We continue to make investments in our employees and most recently added the Teacher Degree Program in 2018. This program is designed to enable the teachers in our child care centers to earn associates and bachelor’s degrees in early childhood education at no cost to the employee. We have a long track record of being named a “Best Place to Work” by Fortune Magazine in the United States and as a great place to work in the United Kingdom and the Netherlands by the Great Place to Work Institute based largely upon employee responses to surveys. One child care center in the United States, comprised of approximately 30 employees, is represented by a labor union. We believe we have a good relationship with the labor union, its representatives and these employees. We believe our relationships with our employees are good.
Facilities
Our child care and early education centers are primarily operated at work-site locations and vary in design and capacity in accordance with employer sponsor needs and state and local regulatory requirements. Our North American child care and early education centers typically have an average capacity of 126 children. Our locations in Europe have an average capacity of 81 children. As of December 31, 2018, our child care and early education centers had a total licensed capacity of approximately 120,000 children, with the smallest center having a capacity of 12 children and the largest having a capacity of approximately 511 children.
We believe that attractive, spacious and child-friendly facilities with warm, nurturing and welcoming atmospheres are an important element in fostering a high-quality learning environment for children. Our centers are designed to be open and bright and to maximize supervision visibility. We devote considerable resources to equipping our centers with child-sized amenities, indoor and outdoor play areas comprised of age-appropriate materials and design, family hospitality areas and computer centers. Commercial kitchens are typically only present in those centers where regulations require that hot meals be prepared on site.
Available Information
We file or furnish reports and other information with the Securities and Exchange Commission (“SEC.”) We make available, free of charge, on our corporate website at www.brighthorizons.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act,”) as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information filed electronically with the SEC is also available at www.sec.gov. References to these websites do not constitute incorporation by reference of the information contained therein and should not be considered part of this document.
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Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report should be carefully considered. Set forth below are certain risks related to our business, industry and common stock.
Changes in the demand for child care and other dependent care services, which may be negatively affected by economic conditions, may affect our operating results.
Our business strategy depends on employers recognizing the value in providing employees with child care and other dependent care services as an employee benefit. The number of employers that view such services as cost-effective or beneficial to their workforces may not continue to grow at the levels we anticipate or may diminish. In addition, demographic trends, including the number of two working parent or working single parent families in the workforce, may not continue to lead to increased demand for our services. Such changes could materially and adversely affect our business and operating results.
Even among employers that recognize the value of our services, demand may be adversely affected by general economic conditions. Uncertainty or a deterioration in economic conditions could lead to reduced demand for our services as employer clients may reduce or eliminate their sponsorship of work and family services, and prospective clients may not commit resources to such services. In addition, a reduction in the size of an employer’s workforce could negatively impact the demand for our services and result in reduced enrollment or failure of our employer clients to renew their contracts. A deterioration of general economic conditions may adversely impact the need for our services because out-of-work parents may decrease or discontinue the use of child care services, or be unwilling to pay tuition for high-quality services. Additionally, we may not be able to increase tuition at a rate consistent with increases in our operating costs. If demand for our services were to decrease, it could disrupt our operations and have a material adverse effect on our business and operating results.
Our business depends largely on our ability to hire and retain qualified teachers.
Our business depends on our ability to attract, train, and retain the appropriate mix of qualified employees. Our industry traditionally has experienced high turnover rates. In addition, state laws require our teachers and other staff members to meet certain educational and other minimum requirements, and we often require that teachers and staff at our centers have additional qualifications. We are also required by state laws to maintain certain prescribed minimum adult-to-child ratios. If we are unable to hire and retain qualified teachers at a center, we could be required to reduce enrollment or be prevented from accepting additional enrollment in order to comply with such mandated ratios. In certain markets, we may experience difficulty in attracting, hiring and retaining qualified teachers due to tight labor pools, which may require us to offer increased salaries, enhanced benefits and institute initiatives to maintain strong employee relations, which could result in increased costs at centers located in competitive markets. Difficulties in hiring and retaining qualified personnel may also affect our ability to meet growth objectives in certain geographies and to take advantage of additional enrollment opportunities at our child care and early education centers in these markets, which could negatively impact our business.
Because our success depends substantially on the value of our brands and reputation as a provider of choice, adverse publicity could impact the demand for our services.
Our reputation and brand is critical to our business. Adverse publicity concerning reported incidents or allegations of inappropriate, illegal or harmful acts to a child at any child care center or by a caregiver, whether or not directly relating to or involving Bright Horizons, could result in decreased enrollment at our child care centers, termination of existing corporate relationships, inability to attract new corporate relationships, or increased insurance costs, all of which could adversely affect our operations. Brand value and our reputation can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in substantial litigation. These incidents may arise from events that are beyond our ability to control, such as instances of abuse or actions taken (or not taken) by one or more center managers, teachers, or caregivers relating to the health, safety or welfare of children in our care. In addition, from time to time, customers and others make claims and take legal action against us. Whether or not claims have merit, they may adversely affect our reputation and the demand for our services. Such demand could also diminish significantly if any such incidents or other matters erode general consumer confidence in us or our services, which would likely result in lower sales, and could materially and adversely affect our business and operating results. Any reputational damage could have a material adverse effect on our brand value and our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
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Our substantial indebtedness could adversely affect our financial condition.
We have a significant amount of indebtedness from the issuance of our term loans and borrowings under our revolving credit facility. Information on our debt is included in “Management’s Discussion and Analysis” in Item 7 of this Annual Report and Note 9, “Credit Arrangements and Debt Obligations,” to our consolidated financial statements in Item 8 of this Annual Report. Our level of debt could have important consequences, including:
• | limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements increasing our cost of borrowing; |
• | requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes; |
• | limiting our flexibility in planning for, and reacting to, changes in the industry in which we compete; and |
• | placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates. |
In addition, borrowings under our senior secured credit facilities bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect our cash flows and impact future earnings. While we have entered into variable-to-fixed interest rate swap agreements limiting our exposure to higher interest rates on a portion of our debt, and may enter into additional agreements in the future, any such agreements may not offer complete protection from this risk and may carry additional risks. For information regarding our sensitivity to changes in interest rates, refer to “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this Annual Report.
The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
The credit agreement governing our senior secured credit facilities contains a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to incur certain liens, make investments and acquisitions, incur or guarantee additional indebtedness, pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, or enter into certain other types of contractual arrangements affecting our subsidiaries or indebtedness. In addition, the restrictive covenants in the credit agreement governing our senior secured credit facilities require us to maintain specified financial ratios and satisfy other financial condition tests, and we expect that the agreements governing any new senior secured credit facilities will contain similar requirements to satisfy financial condition tests and, with respect to any new revolving credit facility, maintain specified financial ratios, subject to certain conditions. Our ability to meet those financial ratios and tests can be affected by events beyond our control.
A breach of the covenants under the credit agreement governing our senior secured credit facilities, or any replacement facility, could result in an event of default unless we obtain a waiver to avoid such default. If we are unable to obtain a waiver, we may suffer adverse effects on our operations, business and financial condition, and such a default may allow the creditors to accelerate the related debt and may result in the acceleration of or default under any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
Acquisitions present many risks and may disrupt our operations. We also may not realize the financial and strategic goals that were contemplated at the time of the transaction.
Acquisitions are an integral part of our growth strategy. Acquisitions involve numerous risks, including potential difficulties in the integration of acquired operations, such as bringing new centers through the re-licensing or accreditation processes, successfully implementing our curriculum programs, diversion of management’s attention and resources in connection with an acquisition and its integration, loss of key employees of the acquired operations, and failure of acquired operations to effectively and timely adopt our internal control processes and other policies. Additionally, the financial and strategic goals that were contemplated at the time of the transaction may not be realized due to increased costs, undisclosed liabilities not covered by insurance or by the terms of the acquisition, write-offs or impairment charges relating to goodwill and other intangible assets, and other unexpected integration costs. We also may not have success in identifying, executing and integrating acquisitions in the future. The occurrence of any of these risks could have an impact on our business, results of operation, financial condition or cash flows, particularly in the event of a larger acquisition or concurrent acquisitions.
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Breaches in data security and other information technology interruptions could adversely affect our financial condition and operating results.
As part of our business, we collect and store certain personal information from our clients, the families and children we serve, and our employees, including credit card information. We also utilize third-party vendors and electronic payment methods to process and store some of this information. Storing this data exposes us to increased risk of privacy and/or security breaches as well as increased vulnerability to cyber-attacks. Cybersecurity threats in particular are persistent, evolve quickly, and include, but are not limited to, computer viruses, attempts to access information, denial of service attacks and other electronic security breaches. Like many businesses, we have in the past and will in the future continue to be subject to cybersecurity threats and attempts to compromise and penetrate our data security and systems. We also face the potential for business disruptions from information technology interruptions associated with natural disasters. Our back-up care and educational advisory services are highly dependent on information technology for the coordination and delivery of services, which could be significantly impacted by a breach in our security and systems, or other system interruptions. While we have policies and practices and have implemented measures and controls aimed at protecting and recovering our data, there can be no assurance that any such actions will be sufficient to prevent cybersecurity breaches or ensure business continuity. Failure of these systems to operate effectively or a compromise in the security of our systems that results in unauthorized persons or entities obtaining personal information could materially and adversely affect our reputation and our operations, operating results, and financial condition. Breaches in our data security, those of our affiliates or other third-parties, could expose us to risks of data loss, inappropriate disclosure of confidential or proprietary information, litigation or the imposition of penalties against us, liability, and could result in a disruption of our operations. The impact of these security threats and other disruptions are difficult to predict and our insurance coverage may not be adequate to cover all related costs and we may not otherwise be fully indemnified for them. Additionally, any relating negative publicity could significantly harm our reputation and could materially and adversely affect our business and operating results.
In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business, including the European Union’s General Data Protection Regulation, compliance with those requirements could result in additional costs and failure to comply with such regulations could result in significant penalties and damages which could materially and adversely affect our business and financial condition.
The growth of our business may be adversely affected if we do not implement our growth strategies and initiatives successfully or if we are unable to manage our growth effectively.
We have expanded and are continuing to expand our operations, suite of services and client relationships, which has placed, and will continue to place, significant demands on our management and our operational, IT and financial infrastructure. Additionally, our ability to grow in the future will depend upon a number of factors, including the ability to develop and expand new and existing client relationships, to continue to provide and expand the high-quality services we offer, to hire and train qualified personnel, and to expand and grow in existing and future markets. Achieving and sustaining growth requires the successful execution of our growth strategies, which may require the implementation of enhancements to operational and financial systems, expanded sales and marketing capacity, and additional or new organizational resources. We may be unable to manage our expanding operations effectively, or to maintain or accelerate our growth.
Changes in laws and regulations could impact the way we conduct business.
Our child care and early education centers are subject to numerous national, state and local regulations and licensing requirements. Although these regulations vary greatly from jurisdiction to jurisdiction, government agencies generally review, among other issues, the adequacy of buildings and equipment, licensed capacity, the ratio of adults to children, educational qualifications and training of staff, record keeping, dietary program, daily curriculum, hiring practices and compliance with health and safety standards. Failure of a child care or early education center to comply with applicable regulations and requirements could subject it to governmental sanctions, which can include fines, corrective orders, probation or, in more serious cases, suspension or revocation of one or more of our child care centers’ licenses to operate, and require significant expenditures to bring those centers into compliance.
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Our continued profitability depends on our ability to pass on our increased costs to our customers.
Hiring and retaining key employees and qualified personnel, including teachers, is critical to our business. Because we are primarily a service business, inflationary factors and regulatory changes that contribute to wage and benefits cost increases result in significant increases in the costs of running our business. We expect to pay employees at rates above the minimum wage, and increases in the statutory minimum wage rates could result in a corresponding increase in the wages and benefits we pay to our employees. Additionally, increased competition for teachers in certain markets could result in significant increases in the costs of running our business. Further, employee organizing efforts could also increase our payroll and benefits expenses. Our success depends on our ability to continue to pass along these costs to our customers and to meet our changing labor needs while controlling costs. In the event that we cannot increase the price for our services to cover these higher wage and benefit costs without reducing customer demand for our services, our margins could be adversely affected, which could have a material adverse effect on our financial condition and results of operations, as well as our growth.
Our business activities subject us to litigation risks that may lead to significant reputational damage, monetary damages and other remedies and increase our litigation expense.
Because of the nature of our business, we may be subject to claims and litigation alleging negligence, inadequate supervision, illegal, inappropriate or abusive behavior, or other grounds for liability arising from injuries or other harm to the people we serve, primarily children. We may also be subject to employee claims based on, among other things, discrimination, harassment or wrongful termination. These claims and lawsuits could result in damages and other costs that our insurance may be inadequate to cover. In addition to diverting our management resources, such allegations may result in publicity that may materially and adversely affect us and our brands, regardless of the validity of such allegations. Any such claim or the publicity resulting from claims may have a material adverse effect on our business, reputation, results of operations and financial condition including, without limitation, adverse effects caused by increased cost or decreased availability of insurance and decreased demand for our services from employer sponsors and families.
Our international operations may be subject to additional risks related to litigation, including difficulties enforcing contractual obligations governed by foreign law due to differing interpretations of rights and obligations, limitations on the availability of insurance coverage and limits, compliance with multiple and potentially conflicting laws, new and potentially untested laws and judicial systems and reduced or diminished protection of intellectual property. A substantial judgment against us or one of our subsidiaries could materially and adversely affect our business and operating results.
The success of our operations in international markets is highly dependent on the expertise of local management and operating staff, as well as the political, social, legal and economic operating conditions of each country in which we operate.
The success of our business depends on the actions of our employees. In our international locations, we are highly dependent on our local management and operating staff to operate our centers in these markets in accordance with local law and best practices. If the local management or operating staff were to leave our employment, we would have to expend significant time and resources building up our management or operational expertise in these local markets. Such a transition could adversely affect our reputation in these markets and could materially and adversely affect our business and operating results.
We are subject to inherent risks attributed to operating in a global economy. As of December 31, 2018, we had 376 centers located in four foreign countries. If the international markets in which we compete are affected by changes in political, social, legal, economic, or other factors, such as the economic and political uncertainty resulting from the United Kingdom’s exit from the European Union (commonly referred to as “Brexit”), our business and operating results may be materially and adversely affected. Uncertainty as a result of Brexit may last for years and could also impact our clients’ businesses and operations. Our international operations may subject us to additional risks that differ in each country in which we operate, and such risks may negatively affect our results. The factors impacting the international markets in which we operate may include changes in laws and regulations affecting the operation of child care centers, the imposition of restrictions on currency conversion or the transfer of funds, or increases in the taxes paid and other changes in applicable tax laws.
Our business is exposed to fluctuations in foreign currency exchange rates, which could adversely impact our results.
As a multinational company, we conduct our business in a variety of markets and are therefore subject to market risk for changes in foreign currency exchange rates. Instability in European financial markets or other events, such as the economic uncertainty resulting from Brexit, could cause fluctuations in exchange rates that may adversely affect our revenues and net earnings. Approximately 24% of our revenue was generated outside the United States in 2018. While most of our revenues, costs and debts are denominated in U.S. dollars, revenues and costs from our operations outside of the United States are denominated in the currency of the country in which the center is located, and these currencies could become less valuable as a result of exchange rate fluctuations. Such changes in foreign currency exchange rates could materially and adversely affect our business and operating results.
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Changes in our relationships with employer sponsors may affect our operating results.
We derive a significant portion of our business from child care and early education centers associated with employer sponsors for whom we provide these services at single or multiple sites pursuant to contractual arrangements. Our contracts with employers for full service center-based child care typically have terms of three to ten years, and our contracts related to back-up care and educational advisory services typically have terms of one to three years. While we have a history of consistent contract renewals, we may not experience a similar renewal rate in the future. The termination or non-renewal of a significant number of contracts or the termination of a multiple-site client relationship could have a material adverse effect on our business, results of operations, financial condition or cash flows.
Significant increases in the costs of insurance or of insurance claims or our deductibles may negatively affect our profitability.
We currently maintain the following major types of commercial insurance policies: workers’ compensation, commercial general liability (including coverage for sexual and physical abuse), professional liability, automobile liability, excess and “umbrella” liability, commercial property coverage, student accident coverage, employment practices liability, commercial crime coverage, fiduciary liability, privacy breach/cyber liability and directors’ and officers’ liability. These policies are subject to various limitations, exclusions and deductibles. A portion of our general liability coverage is provided by our wholly-owned captive insurance entity. To date, we have been able to obtain insurance in amounts we believe to be appropriate. However, there is no assurance that our insurance, particularly coverage for sexual and physical abuse, will adequately cover our claims, may not continue to be readily available to us in the form or amounts we have been able to obtain in the past, or our insurance premiums could materially increase in the future as a consequence of conditions in the insurance business or in the child care industry.
We depend on key management and key employees to manage our business.
Our success depends on the efforts, abilities and continued services of our executive officers and other key employees. We believe future success will depend upon our ability to continue to attract, motivate and retain highly-skilled managerial, sales and marketing, divisional, regional and child care and early education center director personnel. Failure to retain our leadership team and attract and retain other important personnel could lead to disruptions in management and operations, which could affect our business and operating results.
Our operating results are subject to seasonal fluctuations.
Our revenue and results of operations fluctuate with the seasonal demands for child care and the other services we provide. Revenue in our child care centers that have mature operating levels typically declines during the third quarter due to decreased enrollments over the summer months as families withdraw children for vacations and older children transition into elementary schools. In addition, use of our back-up services tends to be higher when school is not in session and during holiday periods, which can increase the operating costs of the program and impact results of operations. We may be unable to adjust our expenses on a short-term basis to minimize the effect of these fluctuations in revenue. Our quarterly results of operations may also fluctuate based upon the number and timing of child care center openings and/or closings, the timing of new client service launches, acquisitions, the performance of new and existing child care and early education centers, the contractual arrangements under which child care centers are operated, the change in the mix of such contractual arrangements, competitive factors and general economic conditions. The inability of existing child care centers to maintain their current enrollment levels and profitability, the failure of newly opened child care centers to contribute to profitability and the failure to maintain and grow our other services could result in additional fluctuations in our future operating results on a quarterly or annual basis.
Significant competition in our industry could adversely affect our results of operations.
We compete for enrollment and sponsorship of our child care and early education centers in a highly-fragmented market. For enrollment, we compete with center-based child care (such as residential and work-site child care centers, full- and part-time nursery schools, private and public elementary schools and church-affiliated and other not-for-profit providers), as well as family child care (operated out of the caregiver’s home). In addition, substitutes for organized child care, such as relatives and nannies caring for children, can represent lower cost alternatives to our services. For sponsorship, we compete primarily with large community-based child care companies with divisions focused on employer sponsorship and with regional child care providers who target employer sponsorship. We believe that our ability to compete successfully depends on a number of factors, including quality of care, site convenience and cost. We often face a price disadvantage to our competition, which may have access to greater financial resources, greater name recognition or lower operating or compliance costs. In addition, certain competitors may be able to operate with little or no rental expense and sometimes do not comply or are not required to comply with the same health, safety and operational regulations with which we comply. Therefore, we may be unable to continue to compete successfully against current and future competitors.
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Our tax rate is dependent on a number of factors, a change in any of which could impact our future tax rates and net income.
As a global company, we are subject to income and other taxes in the U.S. and foreign jurisdictions, and our future tax rates and operations may be adversely affected by a number of factors, including changes in tax laws or the interpretation of such tax laws in the various jurisdictions in which we operate, including the Tax Cuts and Jobs Act passed on December 22, 2017 (the “Tax Act”); changes in the estimated realization of our deferred tax assets and settlement of our deferred tax liabilities; the jurisdictions in which profits are determined to be earned and taxed; incremental taxes upon repatriation of non-U.S. earnings; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses that are not deductible for tax purposes, including impairment of goodwill in connection with acquisitions; changes in available tax credits; and the resolution of issues arising from tax audits with various tax authorities. Losses for which no tax benefits can be recorded could materially impact our tax rate and its volatility from one quarter to another. Any significant change in our jurisdictional earnings mix or in the tax laws in those jurisdictions could impact our future tax rates and net income in those periods and any increases in income tax rates or changes in income tax laws could have a material adverse impact on our financial results.
We cannot guarantee that we will repurchase our common stock pursuant to our stock repurchase program or that our stock repurchase program will enhance long-term stockholder value. Stock repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.
Effective June 12, 2018, our board of directors authorized a share repurchase program pursuant to which the Company was authorized to repurchase shares of our common stock up to a total repurchase price of $300 million, of which $259.0 million remained outstanding at December 31, 2018. Although our board of directors has authorized the stock repurchase program, the stock repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares and may be suspended or terminated at any time. Stock may be purchased from time to time, in the open market or through private transactions, subject to market conditions, in compliance with applicable state and federal securities laws. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, restrictions in our debt agreements, the trading price of our common stock and the nature of other investment opportunities. In addition, repurchases of our common stock pursuant to our stock repurchase program could affect the market price of our common stock or increase its volatility. The existence of a stock repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our stock repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we determine to repurchase our stock. Although our stock repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.
Governmental universal child care benefit programs could reduce the demand for our services.
National, state or local child care benefit programs comprised primarily of subsidies in the form of tax credits or other direct government financial aid to parents provide us opportunities for expansion in additional markets. However, a universal benefit with governmentally mandated or provided child care could reduce the demand for early care services at our existing child care and early education centers due to the availability of lower cost care alternatives or could place downward pressure on the tuition and fees we charge, which could adversely affect our revenues and results of operations.
A regional or global health pandemic, natural disaster, or other catastrophic event could severely disrupt our business.
A regional or global health pandemic, depending upon its duration and severity, could severely affect our business. Enrollment in our child care centers could experience sharp declines as families might avoid taking their children out in public in the event of a health pandemic, and local, regional or national governments might limit or ban public interactions to halt or delay the spread of diseases causing business disruptions and the temporary closure of our centers. Additionally, a health pandemic could also impair our ability to hire and retain an adequate level of staff and may have a disproportionate impact on our business compared to other companies that depend less on the performance of services by employees.
Other unforeseen events, including war, terrorism and other international, regional or local instability or conflicts (including labor issues), embargoes, natural disasters such as earthquakes, tsunamis, hurricanes, or other adverse weather and climate conditions, whether occurring in the United States or abroad, could disrupt our operations or result in political or economic instability. Enrollment in our child care centers could experience sharp declines as families might avoid taking their children out in public as a result of one or more of these events.
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Our stock price could be extremely volatile, and, as a result, you may not be able to resell your shares at or above the price you paid for them.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere herein and others such as:
• | variations in our operating performance and the performance of our competitors; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us, our competitors, or our industry; |
• | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
• | additions and departures of key personnel; |
• | strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, or changes in business strategy; |
• | the passage of legislation or other regulatory developments affecting us or our industry; |
• | speculation in the press or investment community; |
• | changes in accounting principles; |
• | terrorist acts, acts of war, or periods of widespread civil unrest; |
• | natural disasters and other calamities; and |
• | changes in general market and economic conditions. |
The stock market in general can be highly volatile. As a result, the market price of our common stock is likely to be similarly volatile, and investors in our common stock may experience a decrease, which could be substantial, in the value of their stock, including decreases unrelated to our operating performance or prospects, and could lose part or all of their investment.
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.
Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.
Pursuant to our restated bylaws, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.
Provisions in our charter documents and Delaware law may deter takeover efforts that could be beneficial to stockholder value.
Our certificate of incorporation and restated bylaws and Delaware law contain provisions that could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders. These provisions include a classified board of directors and limitations on actions by our stockholders, including the need for super majority approval to amend, alter, change or repeal specified provisions of our certificate of incorporation and bylaws, a prohibition on the ability of our stockholders to act by written consent and certain limitations on the ability of our stockholders to call a special meeting. In addition, our board of directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquiror. Our certificate of incorporation also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than Bain Capital Partners LLC. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful.
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Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease approximately 104,000 square feet of office space for our corporate headquarters in Watertown, Massachusetts under an operating lease that expires in 2020, with two ten year renewal options. We also lease approximately 50,000 square feet for our contact center in Broomfield, Colorado, as well as spaces for regional administrative offices including locations in Rushden and London in the United Kingdom, and Amsterdam in the Netherlands.
As of December 31, 2018, we operated 1,082 child care and early education centers in 41 U.S. states and the District of Columbia, Puerto Rico, the United Kingdom, Canada, the Netherlands and India, of which 112 were owned, with the remaining centers being operated under operating leases or service agreements. Leases typically have initial terms ranging from 10 to 15 years with various expiration dates, often with renewal options.
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The following table summarizes the locations of our child care and early education centers as of December 31, 2018:
Location | Number of Centers | Location | Number of Centers | |||
United States: | ||||||
Alabama | 2 | Montana | 2 | |||
Arizona | 10 | Nebraska | 4 | |||
California | 84 | Nevada | 2 | |||
Colorado | 16 | New Hampshire | 3 | |||
Connecticut | 17 | New Jersey | 45 | |||
Delaware | 5 | New York | 60 | |||
District of Columbia | 19 | North Carolina | 19 | |||
Florida | 32 | Ohio | 5 | |||
Georgia | 25 | Oklahoma | 4 | |||
Illinois | 46 | Oregon | 1 | |||
Indiana | 7 | Pennsylvania | 56 | |||
Iowa | 8 | Puerto Rico | 1 | |||
Kentucky | 6 | Rhode Island | 1 | |||
Louisiana | 3 | South Carolina | 4 | |||
Maine | 1 | South Dakota | 2 | |||
Maryland | 15 | Tennessee | 4 | |||
Massachusetts | 62 | Texas | 39 | |||
Michigan | 12 | Utah | 5 | |||
Minnesota | 9 | Virginia | 21 | |||
Mississippi | 1 | Washington | 29 | |||
Missouri | 8 | West Virginia | 2 | |||
Wisconsin | 9 | |||||
Total number of centers in the United States | 706 | |||||
Canada | 2 | |||||
United Kingdom | 318 | |||||
Netherlands | 54 | |||||
India | 2 | |||||
Total number of centers | 1,082 | |||||
We believe that our properties are generally in good condition, are adequate for our operations, and meet or exceed the regulatory requirements for health, safety and child care licensing established by the governments where they are located.
Item 3. Legal Proceedings
We are, from time to time, subject to claims and suits arising in the ordinary course of business. Such claims have in the past generally been covered by insurance. We believe the resolution of such legal matters will not have a material adverse effect on our financial position, results of operations or cash flows, although we cannot predict the ultimate outcome of any such actions. Furthermore, there can be no assurance that our insurance will be adequate to cover all liabilities that may arise out of claims brought against us.
Item 4. Mine Safety Disclosures
None.
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Executive Officers of the Registrant
Set forth below is certain information about our executive officers. As reported on a Current Report on Form 8-K, filed with the SEC on December 13, 2018, Mandy Berman, Executive Vice President and Chief Administrative Officer, is stepping down from the Company effective February 28, 2019 and is not included in the list of Executive Officers below. Ages are as of December 31, 2018.
David H. Lissy, age 53, has served as Executive Chairman of the Company since January 2018 and as a director of the Company since 2001. Mr. Lissy served as Chief Executive Officer of the Company from January 2002 to January 2018. Previously he served as Chief Development Officer of the Company from 1998 until January 2002 and as Executive Vice President from June 2000 to January 2002. He joined Bright Horizons in August 1997 and served as Vice President of Development until the merger with Corporate Family Solutions, Inc. in July 1998. Prior to joining Bright Horizons, Mr. Lissy served as senior vice president /general manager at Aetna U.S., Healthcare in the New England region. Since February 2018, Mr. Lissy has served on the board of Redfin Corporation. He also serves on the boards of Altegra Health, Jumpstart and Ithaca College.
Stephen H. Kramer, age 48, has served as Chief Executive Officer and a director of the Company since January 2018 and as President of the Company since January 2016. Mr. Kramer served as the Chief Development Officer from January 2014 until January 2016 and as Senior Vice President, Strategic Growth & Global Operations from January 2010 until December 2013. He served as Managing Director, Europe from January 2008 until December 2009. He joined Bright Horizons in September 2006 through the acquisition of College Coach, which he co-founded and led for eight years.
Elizabeth J. Boland, age 59, has served as Chief Financial Officer of the Company since June 1999. Ms. Boland joined Bright Horizons in September 1997 and served as Chief Financial Officer and, subsequent to the merger between Bright Horizons and Corporate Family Solutions, Inc. in July 1998, served as Senior Vice President of Finance for the Company until June 1999. Prior to joining Bright Horizons, Ms. Boland served as chief financial officer and vice president-finance at various companies. From 1981 to 1990, Ms. Boland worked on the audit staff at Price Waterhouse, LLP in Boston, completing her tenure as a senior audit manager.
Mary Lou Burke Afonso, age 54, has served as Chief Operating Officer, North America Center Operations of the Company since January 2016 and is a 20-year veteran of the Company. Ms. Burke Afonso served as the Company’s Executive Vice President of North America Center Operations from January 2014 until December 2015 and, from January 2005 to December 2013, she served as Senior Vice President, Client Relations. Prior to that she has served in a variety of leadership positions in Finance, Center Operations, Business Operations, Client Relations, and College Coach. Prior to joining Bright Horizons in 1995, Ms. Burke Afonso served as the controller for BOSE Corporation in France and worked on the audit staff at Price Waterhouse, LLP in Boston.
Stephen I. Dreier, age 76, has served as Executive Vice President and Secretary of the Company since January 2016. He joined Bright Horizons as Vice President and Chief Financial Officer in August 1988 and became its Secretary in November 1988 and Treasurer in September 1994. Mr. Dreier served as Bright Horizons’ Chief Financial Officer and Treasurer until September 1997, at which time he was appointed to the position of Chief Administrative Officer serving in that role from 1997 until December 2015.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Principal Market
Our common stock has been listed on the NYSE under the symbol “BFAM” since January 25, 2013. Prior to that time, there was no public market for our common stock.
As of February 15, 2019, there were 22 holders of record of our common stock.
Dividend Policy
There were no cash dividends paid on our common stock during the past two fiscal years. Our board of directors does not currently intend to pay regular dividends on our common stock. However, we expect to reevaluate our dividend policy on a regular basis and may, subject to compliance with the covenants contained in our senior secured credit facilities and other considerations, determine to pay dividends in the future.
Issuer Purchases of Equity Securities
The following table sets forth information regarding purchases of our common stock during the three months ended December 31, 2018:
Period | Total Number of Shares Purchased (a) | Average Price Paid per Share (b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (c) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs In thousands (1) (d) | ||||||||||
October 1, 2018 to October 31, 2018 | 83,326 | $ | 111.59 | 83,326 | $ | 290,702 | ||||||||
November 1, 2018 to November 30, 2018 | 100 | $ | 112.00 | 100 | $ | 290,690 | ||||||||
December 1, 2018 to December 31, 2018 | 289,158 | $ | 109.62 | 289,158 | $ | 258,993 | ||||||||
372,584 | 372,584 | |||||||||||||
(1) | The board of directors of the Company authorized a share repurchase program of up to $300 million of our common stock, effective June 12, 2018. The share repurchase program, which has no expiration date, replaced the prior August 2, 2016 authorization. All repurchased shares have been retired. |
Equity Compensation Plans
The following table provides information as of December 31, 2018 with respect to shares of our common stock that may be issued under existing equity compensation plans.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1) (b) | Number of Securities Remaining Available For Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | |||||||
Equity compensation plans approved by security holders | 2,793,887 | $ | 54.72 | 1,302,101 | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
Total | 2,793,887 | $ | 54.72 | 1,302,101 | ||||||
(1) | The number of securities includes 47,593 shares that may be issued upon the settlement of restricted stock units. The restricted stock units are excluded from the weighted average exercise price calculation. |
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Performance Graph
The following performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
The following graph compares the total return to stockholders of our common stock for the past five years through December 31, 2018, relative to the total return of the following:
• | the New York Stock Exchange Composite Index; and |
• | the Russell Midcap Growth Index. Bright Horizons selected an index as a comparable as there is a lack of public company comparables in our industry, with most of our peers operating as private companies or divisions of larger diversified companies, and no widely recognized published industry indices. We determined that an equity index for companies with similar market capitalization and growth objectives would provide for an appropriate peer group and we believe the Russell Midcap Growth index provides the best means of comparison to the Company. The Russell Midcap Growth Index is a subset of the Russell 1000 Index and is composed of select companies from the 800 smallest companies of the Russell 1000 Index that display higher forecasted growth values. |
The graph assumes that $100 was invested in our common stock, and in the indices noted above, and that all dividends, if any, were reinvested. No dividends have been declared or paid on our common stock since January 25, 2013.
The stock price performance shown in the graph is not necessarily indicative of future performance.
December 31, 2013 | December 31, 2014 | December 31, 2015 | December 31, 2016 | December 31, 2017 | December 31, 2018 | ||||||||||||||||||
Bright Horizons Family Solutions Inc. | $ | 100.00 | $ | 127.95 | $ | 181.82 | $ | 190.58 | $ | 255.86 | $ | 303.35 | |||||||||||
NYSE Composite Index | $ | 100.00 | $ | 106.87 | $ | 102.62 | $ | 115.02 | $ | 136.76 | $ | 124.72 | |||||||||||
Russell Midcap Growth Index | $ | 100.00 | $ | 111.90 | $ | 111.68 | $ | 119.86 | $ | 150.15 | $ | 143.02 | |||||||||||
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Item 6. Selected Financial Data
The following table sets forth our selected historical consolidated financial data for the periods indicated, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Annual Report and the consolidated financial statements and the related notes thereto appearing in Item 8 of this Annual Report on Form 10-K. The selected historical financial data has been derived from our audited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected for future periods.
Years Ended December 31, | |||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
(In thousands, except share data) | |||||||||||||||||||
Consolidated Statement of Income Data: | |||||||||||||||||||
Revenue | $ | 1,903,182 | $ | 1,740,905 | $ | 1,569,841 | $ | 1,458,445 | $ | 1,352,999 | |||||||||
Cost of services | 1,429,927 | 1,310,295 | 1,178,994 | 1,100,690 | 1,039,397 | ||||||||||||||
Gross profit | 473,255 | 430,610 | 390,847 | 357,755 | 313,602 | ||||||||||||||
Selling, general and administrative expenses | 201,591 | 188,939 | 163,967 | 148,164 | 137,683 | ||||||||||||||
Amortization of intangible assets | 32,569 | 32,561 | 29,642 | 27,989 | 28,999 | ||||||||||||||
Other expenses (1) | — | 3,671 | — | — | — | ||||||||||||||
Income from operations | 239,095 | 205,439 | 197,238 | 181,602 | 146,920 | ||||||||||||||
Loss on extinguishment of debt (2) | — | — | (11,117 | ) | — | — | |||||||||||||
Interest expense—net | (47,508 | ) | (44,039 | ) | (42,924 | ) | (41,446 | ) | (34,606 | ) | |||||||||
Income before income taxes | 191,587 | 161,400 | 143,197 | 140,156 | 112,314 | ||||||||||||||
Income tax expense (3) | (33,606 | ) | (4,437 | ) | (48,437 | ) | (46,229 | ) | (40,279 | ) | |||||||||
Net income | $ | 157,981 | $ | 156,963 | $ | 94,760 | $ | 93,927 | $ | 72,035 | |||||||||
Allocation of net income to common stockholders: | |||||||||||||||||||
Common stock—basic | $ | 157,096 | $ | 155,995 | $ | 93,919 | $ | 93,287 | $ | 71,755 | |||||||||
Common stock—diluted | $ | 157,114 | $ | 156,016 | $ | 93,938 | $ | 93,303 | $ | 71,761 | |||||||||
Earnings per common share: | |||||||||||||||||||
Common stock—basic | $ | 2.72 | $ | 2.65 | $ | 1.59 | $ | 1.53 | $ | 1.09 | |||||||||
Common stock—diluted | $ | 2.66 | $ | 2.59 | $ | 1.55 | $ | 1.50 | $ | 1.07 | |||||||||
Weighted average number of common shares outstanding: | |||||||||||||||||||
Common stock—basic | 57,812,602 | 58,873,196 | 59,229,069 | 60,835,574 | 65,612,572 | ||||||||||||||
Common stock—diluted | 59,000,669 | 60,253,691 | 60,594,895 | 62,360,778 | 67,244,172 | ||||||||||||||
Consolidated Balance Sheet Data (at period end): | |||||||||||||||||||
Total cash and cash equivalents | $ | 15,450 | $ | 23,227 | $ | 14,633 | $ | 11,539 | $ | 87,886 | |||||||||
Total assets (4) | 2,524,306 | 2,468,644 | 2,359,017 | 2,150,541 | 2,141,076 | ||||||||||||||
Total liabilities, excluding debt (4) | 579,009 | 535,723 | 530,391 | 483,722 | 468,940 | ||||||||||||||
Total debt, including current maturities (5) | 1,165,820 | 1,183,861 | 1,140,759 | 939,211 | 921,177 | ||||||||||||||
Total stockholders’ equity | 779,477 | 749,060 | 687,867 | 727,608 | 750,959 | ||||||||||||||
(1) | The Company incurred losses of $3.7 million during the year ended December 31, 2017, associated with the disposition of our remaining assets in Ireland, which included three centers. |
(2) | The Company recognized a loss on the extinguishment of debt in the year ended December 31, 2016 in relation to its debt refinancing on November 2016. |
(3) | Income tax expense in 2018 and 2017 decreased from previous years primarily due to the impact of the Tax Act due to the reduction in the federal corporate tax rates from 35% to 21%, as well as excess tax benefits from stock-based compensation, which decreased tax expense by $12.1 million and $26.5 million in the years ended December 31 2018 and 2017, respectively, as more fully discussed in Note 10, “Income Taxes,” to the consolidated financial statements in Item 8 of this Annual Report. |
(4) | The Balance Sheet Data table above reflects the early adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The Company adopted ASU 2015-17 in 2015 prospectively, which resulted in all current deferred tax assets and current deferred tax liabilities being reported as non-current, while prior period deferred tax assets and deferred tax liabilities were not adjusted. |
(5) | Total debt includes amounts outstanding under our senior secured credit facilities, including our term loans and revolving credit facility. |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the “Selected Financial Data” and the audited consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and generally contain words such as “believes,” expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” or similar expressions. Our forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements.
Overview
We are a leading provider of high-quality child care and early education as well as other services that are designed to help employers and families better address the challenges of work and family life. We provide services primarily under multi-year contracts with employers who offer child care and other dependent care solutions, as well as other educational advisory services, as part of their employee benefits packages to improve employee engagement, productivity, recruitment and retention. As of December 31, 2018, we had more than 1,100 client relationships with employers across a diverse array of industries, including more than 150 Fortune 500 companies and more than 80 of Working Mother magazine’s 2018 “100 Best Companies.”
At December 31, 2018, we operated 1,082 child care and early education centers, consisting of 708 centers in North America and 374 centers in Europe. We have the capacity to serve approximately 120,000 children and their families in 41 states, the District of Columbia, Puerto Rico, Canada, the United Kingdom, the Netherlands and India. We seek to cluster centers in geographic areas to enhance operating efficiencies and to create a leading market presence. Our North American child care and early education centers have an average capacity of 126 children per location, while the centers in Europe have an average capacity of 81 children per location.
We operate centers for a diverse group of clients. At December 31, 2018, we managed child care centers on behalf of single employers in the following industries and also managed lease/consortium locations in approximately the following proportions:
Percentage of Centers | |||||
Classification | North America | Europe | |||
Employer locations: | |||||
Healthcare and Pharmaceuticals | 20.0 | % | 2.5 | % | |
Government and Higher Education | 17.5 | 5.0 | |||
Consumer | 7.5 | — | |||
Financial Services | 7.5 | 2.5 | |||
Professional Services and Other | 5.0 | — | |||
Technology | 5.0 | 2.5 | |||
Industrial/Manufacturing | 2.5 | 2.5 | |||
65.0 | 15.0 | ||||
Lease/consortium locations | 35.0 | 85.0 | |||
100.0 | % | 100.0 | % | ||
Segments
Our operating and reporting segments are comprised of full service center-based child care, back-up care, and educational advisory services. Full service center-based child care includes traditional center-based child care, preschool and elementary education. Back-up care includes center-based back-up child care and in-home care for children and adult/elder dependents. Educational advisory services primarily consist of tuition reimbursement program management and related educational advising, and college advisory services.
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Center Models
We operate our centers under two principal business models: a profit and loss (“P&L”) model, and a cost-plus model. Approximately 75% of our centers operate under the P&L model. Under this model, we retain the financial risk of operating the child care centers and are therefore subject to variability in financial performance due to fluctuation in enrollment levels. The P&L model is further classified into two subcategories: a sponsor model, and a lease/consortium model. Under the sponsor model, we provide child care and early education services on either an exclusive or priority enrollment basis for the employees of an employer sponsor, and the employer sponsor generally funds the development of the facility, pre-opening and start-up capital equipment, as well as ongoing maintenance and repair costs. Our operating contracts typically have initial terms ranging from three to ten years. Under the lease/consortium model, the child care center is typically located in an office building or office park in a property that we lease, and we provide child care and early education services to the employees of multiple employers, as well as to families in the surrounding community. We typically enter into leases with initial terms ranging from 10 to 15 years for these centers, often with renewal options.
When we open a new P&L center, it generally takes two to three years for the center to ramp up to a steady state level of enrollment, as a center will typically enroll younger children at the outset with children aging into the older (preschool) classrooms over time. We refer to centers that have been open for three years or less as “ramping centers.” A center will typically achieve breakeven operating performance between 12 to 24 months and will typically achieve a steady state level of enrollment that supports our average center operating profit by the end of three years, although the period needed to reach a steady state level of enrollment may be longer or shorter. Centers that have been open more than three years are referred to as “mature centers.”
Approximately 25% of our centers operate under the cost-plus business model. Under this model, we receive a fee from the employer sponsor for managing and operating their center, and may also receive an operating subsidy to supplement tuition paid by parents. Under this model, the employer sponsor typically funds the development of the facility, pre-opening and start-up capital equipment, as well as ongoing maintenance and repair costs, and the center is profitable from the outset. Our cost-plus contracts typically have initial terms ranging from three to five years. For additional information about the way we operate our centers, see “Business—Our Operations” in Item 1 of Part I of this Annual Report.
Performance and Growth Factors
We believe that 2018 was a successful year as the Company continued to execute on its growth and strategic plans. We grew our revenue by 9% from $1.7 billion in 2017 to $1.9 billion in 2018 and our income from operations by 16% from $205.4 million in 2017 to $239.1 million in 2018. We ended 2018 with 1,082 child care and early education centers compared to 1,038 centers at December 31, 2017. In 2018, we added 66 child care and early education centers and closed 22 centers. We expect to add approximately 25 net new centers in 2019.
Our year-over-year improvement in revenue and operating income can be attributed to enrollment gains in ramping and mature centers, disciplined pricing strategies aimed at covering anticipated cost increases with tuition increases, contributions from new mature child care centers added through acquisitions or transitions of management, and expanded back-up care and educational advisory services.
General economic conditions and the business climate in which individual clients operate remain some of the largest variables in terms of our future performance. These variables impact client capital and operating spending budgets, industry specific sales leads and the overall sales cycle, enrollment levels, as well as labor markets and wage rates as competition for human capital fluctuates.
Our ability to continue to increase operating income in the future will depend upon our ability to sustain the following characteristics of our business:
• | maintenance and incremental growth of enrollment in our mature and ramping centers, and cost management in response to changes in enrollment in our centers, |
• | effective pricing strategies, including typical annual tuition increases of 3% to 4%, correlated with expected annual increases in personnel costs, including wages and benefits, |
• | additional growth in expanded service offerings to clients, |
• | successful integration of acquisitions and transitions of management of centers, and |
• | successful management and improvement of underperforming centers. |
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Cost Factors
Cost of services consists of direct expenses associated with the operation of our centers, and direct expenses to provide back-up care services, including fees to back-up care providers, and educational advisory services. Direct expenses consist primarily of salaries, payroll taxes and benefits for personnel, food costs, program supplies and materials, parent marketing, and facilities costs, including occupancy costs and depreciation. Personnel costs are the largest component of a center’s operating costs, which typically represent approximately 70% of a center’s operating expenses. We are typically responsible for additional costs in a P&L model center as compared to a cost-plus model center. As a result, personnel costs in centers operating under the P&L model will typically represent a smaller proportion of overall costs when compared to the centers operating under the cost-plus model.
Selling, general and administrative expenses primarily consist of salaries, payroll taxes and benefits (including stock-based compensation costs) for corporate, regional and business development personnel. Other overhead costs include information technology, occupancy costs for corporate and regional personnel, professional service fees, including accounting and legal services, and other general corporate expenses.
As of December 31, 2018, our consolidated total debt outstanding was $1.2 billion, and a portion of our cash flows from operations has been used to make interest payments on our indebtedness. Interest payments were $46.1 million in 2018, an increase from interest payments of $44.5 million in 2017, due to increased borrowings on our revolving credit facility. Based on current applicable interest rates and estimates of increases to the underlying base rates, we expect our interest payments to approximate $46 to $48 million in 2019.
Seasonality
Our business is subject to seasonal and quarterly fluctuations. Demand for child care and early education and elementary school services has historically decreased during the summer months when school is not in session, at which time families are often on vacation or have alternative child care arrangements. In addition, our enrollment declines as older children transition to elementary schools. Demand for our services generally increases in September and October coinciding with the beginning of the new school year and remains relatively stable throughout the rest of the school year. In addition, use of our back-up care services tends to be higher when schools are not in session and during holiday periods, which can increase the operating costs of the program and impact the results of operations. Our educational advisory services have limited seasonal fluctuations. Results of operations may also fluctuate from quarter to quarter as a result of, among other things, the performance of existing centers, including enrollment and staffing fluctuations, the number and timing of new center openings, acquisitions and management transitions, the timing of new client launches in our back-up and educational advisory services, the length of time required for new centers to achieve profitability, center closings, refurbishment or relocation, the contract model mix (P&L versus cost-plus) of new and existing centers, the timing and level of sponsorship payments, competitive factors and general economic conditions.
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The following table sets forth statement of income data as a percentage of revenue for the three years ended December 31, 2018, 2017 and 2016 (in thousands, except percentages):
Years Ended December 31, | ||||||||||||||||||||
2018 | 2017 | 2016 | ||||||||||||||||||
Revenue | $ | 1,903,182 | 100.0 | % | $ | 1,740,905 | 100.0 | % | $ | 1,569,841 | 100.0 | % | ||||||||
Cost of services | 1,429,927 | 75.1 | % | 1,310,295 | 75.3 | % | 1,178,994 | 75.1 | % | |||||||||||
Gross profit | 473,255 | 24.9 | % | 430,610 | 24.7 | % | 390,847 | 24.9 | % | |||||||||||
Selling, general and administrative expenses | 201,591 | 10.6 | % | 188,939 | 10.8 | % | 163,967 | 10.4 | % | |||||||||||
Amortization of intangible assets | 32,569 | 1.7 | % | 32,561 | 1.9 | % | 29,642 | 1.9 | % | |||||||||||
Other expenses | — | — | % | 3,671 | 0.2 | % | — | — | % | |||||||||||
Income from operations | 239,095 | 12.6 | % | 205,439 | 11.8 | % | 197,238 | 12.6 | % | |||||||||||
Loss on extinguishment of debt | — | — | % | — | — | % | (11,117 | ) | (0.7 | )% | ||||||||||
Interest expense—net | (47,508 | ) | (2.5 | )% | (44,039 | ) | (2.5 | )% | (42,924 | ) | (2.7 | )% | ||||||||
Income before income tax | 191,587 | 10.1 | % | 161,400 | 9.3 | % | 143,197 | 9.2 | % | |||||||||||
Income tax expense (1) | (33,606 | ) | (1.8 | )% | (4,437 | ) | (0.3 | )% | (48,437 | ) | (3.1 | )% | ||||||||
Net income | $ | 157,981 | 8.3 | % | $ | 156,963 | 9.0 | % | $ | 94,760 | 6.1 | % | ||||||||
Adjusted EBITDA (2) | $ | 357,081 | 18.8 | % | $ | 323,585 | 18.6 | % | $ | 299,215 | 19.1 | % | ||||||||
Adjusted income from operations (2) | $ | 241,010 | 12.7 | % | $ | 212,392 | 12.2 | % | $ | 199,723 | 12.7 | % | ||||||||
Adjusted net income (2) | $ | 189,537 | 10.0 | % | $ | 162,167 | 9.3 | % | $ | 130,737 | 8.3 | % | ||||||||
(1) | Income tax expense in 2018 and 2017 decreased from previous years primarily due to the enactment of the Tax Act, as well as excess tax benefits from stock-based compensation, which decreased income tax expense by $12.1 million in 2018 and $26.5 million in 2017. Income tax expense in 2017 includes a reduction of $22.3 million, primarily related to the adjustment to deferred taxes from the initial application of the Tax Act. See Note 10, “Income Taxes,” to the consolidated financial statements in Item 8 of this Annual Report for additional details. |
(2) | Adjusted EBITDA, adjusted income from operations and adjusted net income are non-GAAP measures, which are reconciled to net income below under “Non-GAAP Financial Measures and Reconciliation.” |
Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017
Revenue. Revenue increased $162.3 million, or 9%, to $1.9 billion for the year ended December 31, 2018 from $1.7 billion for the prior year. Revenue growth is primarily attributable to contributions from new and ramping child care and early education centers, expanded sales of our back-up care services and educational advisory services, and typical annual tuition increases of 3% to 4%. Revenue generated by the full service center-based child care segment for the year ended December 31, 2018 increased by $128.6 million, or 9%, when compared to the prior year, due in part to overall enrollment increases of approximately 5%, and the effect of higher foreign currency exchange rates for our United Kingdom operations, which increased revenue in the full service center-based child care segment by approximately 1% during the year.
Revenue generated by back-up care services in the year ended December 31, 2018 increased by $21.2 million, or 10%, when compared to the prior year. Additionally, revenue generated by educational advisory services in the year ended December 31, 2018 increased by $12.5 million, or 21%, when compared to the prior year.
Cost of Services. Cost of services increased $119.6 million, or 9%, to $1.4 billion for the year ended December 31, 2018 from $1.3 billion for the prior year. Cost of services in the full service center-based child care segment increased $105.3 million, or 9%, to $1.3 billion in the year ended December 31, 2018 when compared to the prior year. Personnel costs increased 9% as a result of the enrollment growth at new and existing centers, routine wage and benefit cost increases, and labor costs associated with centers added since December 31, 2017 that are in the ramping stage. In addition, program supplies, materials, food and facilities costs, which typically represent approximately 30% of total cost of services for this segment, increased 10% in connection with the enrollment growth, certain technology investments in programs and services, and the incremental occupancy costs associated with centers added since December 31, 2017. Cost of services in the back-up care segment increased $8.2 million, or 6%, to $142.4 million for the year ended December 31, 2018, primarily due to personnel and increased care provider fees associated with the services provided to the expanding customer base as well as investments in technology to support our customer user experience, service delivery and operating efficiency. Cost of services in the educational advisory services segment increased by $6.1 million, or 22%, to $34.0 million for the year ended December 31, 2018 due to personnel and technology costs related to delivering services to the expanding customer base.
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Gross Profit. Gross profit increased $42.7 million, or 10%, to $473.3 million for the year ended December 31, 2018 from $430.6 million for the prior year. Gross profit margin was 25% of revenue for the year ended December 31, 2018, which is consistent with the year ended December 31, 2017. The increase in gross profit is primarily due to contributions from new and acquired centers, increased enrollment in our mature and ramping P&L centers, effective operating cost management, and expanded back-up care and educational advisory services.
Selling, General and Administrative Expenses. SGA increased $12.7 million, or 7%, to $201.6 million for the year ended December 31, 2018 compared to $188.9 million for the prior year. SGA was 11% of revenue for the year ended December 31, 2018, which is consistent with the prior year. SGA increased over the comparable 2017 period due to increases in personnel costs, including annual wage increases, and continued investments in technology.
Amortization of Intangible Assets. Amortization expense on intangible assets was $32.6 million for the year ended December 31, 2018, which is consistent with the prior year, due to increases in amortization from the acquisitions completed in 2017 and 2018, offset by decreases from certain intangible assets becoming fully amortized during the period. We do not expect significant changes in amortization expense in 2019. See Note 4, “Goodwill and Intangible Assets,” to the consolidated financial statements in Item 8 of this Annual Report for additional details.
Other Expenses. The Company incurred losses of $3.7 million during the year ended December 31, 2017, associated with the disposition of our remaining assets in Ireland, which included three centers.
Income from Operations. Income from operations increased by $33.7 million, or 16%, to $239.1 million for the year ended December 31, 2018 when compared to the prior year. Income from operations was 13% of revenue for the year ended December 31, 2018, an increase from 12% in the prior year. The change in income from operations was due to the following:
• | Income from operations for the full service center-based child care segment increased $21.7 million, or 17%, for the year ended December 31, 2018, when compared to the same period in 2017. Results for the year ended December 31, 2017 included $3.7 million of costs associated with the loss on the disposition of our remaining assets in Ireland. After taking these charges into account, income from operations increased $18.0 million in 2018, or 14%, over the prior year primarily due to tuition increases and enrollment gains over the prior year, contributions from new centers that have been added since December 31, 2017, and effective cost management, partially offset by the costs incurred during the pre-opening and ramp-up of certain new lease/consortium centers opened during 2017 and 2018, and the incremental costs associated with technology investments in our centers. |
• | Income from operations for the back-up care segment increased $8.1 million, or 13%, for the year ended December 31, 2018, when compared to the same period in 2017 due to the expanding revenue base partially offset by investments in technology to support our customer user experience, service delivery and operating efficiency, and increased care provider fees associated with the incremental revenue. |
• | Income from operations for the educational advisory services segment increased $3.9 million, or 26%, for the year ended December 31, 2018, when compared to the same period in 2017 due to contributions from the expanding revenue base and the associated overhead leverage as this segment gains scale. |
Net Interest Expense. Net interest expense increased to $47.5 million for the year ended December 31, 2018 from $44.0 million for the year ended December 31, 2017. The increase in interest expense relates to increased borrowings on our revolving credit facility, as well as increases in the applicable interest rates.
Income Tax Expense. We recorded income tax expense of $33.6 million during the year ended December 31, 2018, at an effective income tax rate of 18%, compared to income tax expense of $4.4 million, at an effective income tax rate of 3%, during the prior year. The effective tax rate for 2018 included the reduction of the U.S. federal corporate tax rate from 35% to 21%, arising from the Tax Act, a $3.7 million benefit related to finalizing intercompany interest deductions for prior year foreign tax returns, partially offset by the Global Intangible Low-Taxed Income (“GILTI”) regime, which resulted in additional federal income tax expense of $2.9 million. The taxes on GILTI are accounted for as period costs when incurred. Additionally, the excess tax benefits associated with the exercise of stock options and vesting of restricted stock reduced income tax expense by $12.1 million in 2018, a decrease from $26.5 million in the same 2017 period, due to lower volume of equity transactions and the lower federal tax rate. The effective income tax rate would have approximated 26% and 36% for the years ended December 31, 2018 and 2017, respectively, including the 2018 additional tax on GILTI, but prior to the inclusion of the excess tax benefit from stock-based compensation and the 2017 benefit from the loss on investment.
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In 2017, a net tax benefit of $22.3 million was recorded due to the enactment of the Tax Act as discussed below. Our deferred tax liability decreased due to the reduction of the federal tax rate to 21% resulting in a tax benefit of $33.3 million. The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain foreign subsidiaries. To determine the amount of the Transition Tax, we determined the amount of post-1986 E&P of the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We recorded a tax obligation in 2017 of $11.0 million. Also, a tax benefit of approximately $7.0 million was recorded in 2017 related to the disposition of our remaining assets in Ireland, also resulting in the disposition of our investment in a subsidiary for tax purposes.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the date of the Tax Act enactment for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, to the extent that a company’s accounting for certain income tax effects of the Tax Act was incomplete, companies were required to record a provisional estimate in their financial statements if they were able to determine a reasonable estimate. The provisional estimate recorded in 2017 was finalized in the year ended December 31, 2018, with no significant adjustment to tax expense.
Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA and adjusted income from operations increased $33.5 million, or 10%, and $28.6 million, or 14%, respectively, for the year ended December 31, 2018 over the comparable period in 2017 primarily as a result of the increase in gross profit due to additional contributions from full-service centers, including the impact of new and acquired centers, as well as the growth in back-up care and educational advisory services.
Adjusted Net Income. Adjusted net income increased $27.4 million, or 17%, for the year ended December 31, 2018 when compared to the same period in 2017 primarily due to the expanded income from operations.
Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016
Revenue. Revenue increased $171.1 million, or 11%, to $1.7 billion for the year ended December 31, 2017 from $1.6 billion for the prior year. Revenue growth was primarily attributable to contributions from new and ramping child care and early education centers, expanded sales of our back-up care services and educational advisory services, and typical annual tuition increases of 3% to 4%. Revenue generated by the full service center-based child care segment for the year ended December 31, 2017 increased by $136.1 million, or 10%, when compared to the prior year, due in part to overall enrollment increases of 12%, partially offset by center closures and the effect of lower foreign currency exchange rates for our United Kingdom operations which reduced revenue growth in the full service center-based child care segment by approximately 1% during the year. Our acquisition of Conchord Limited (“Asquith,”) an operator of 90 centers and programs in the United Kingdom on November 10, 2016, contributed approximately $80.1 million of incremental revenue in the year ended December 31, 2017. At December 31, 2017, we operated 1,038 child care and early education centers compared to 1,035 centers at December 31, 2016. We completed the disposition of our remaining three child care centers in Ireland in 2017, and at December 31, 2017 we no longer operated child care centers in that country.
Revenue generated by back-up care services in the year ended December 31, 2017 increased by $24.2 million, or 12%, when compared to the prior year. Additionally, revenue generated by educational advisory services in the year ended December 31, 2017 increased by $10.8 million, or 23%, when compared to the prior year.
Cost of Services. Cost of services increased $131.3 million, or 11%, to $1.3 billion for the year ended December 31, 2017 from $1.2 billion for the prior year. Cost of services in the full service center-based child care segment increased $108.6 million, or 10%, to $1.1 billion in 2017 when compared to the prior year. Personnel costs increased 9% as a result of the enrollment growth at new and existing centers, routine wage and benefit cost increases, and labor costs associated with centers added since December 31, 2016 that are in the ramping stage. In addition, program supplies, materials, food and facilities costs, increased 15% in connection with the enrollment growth, certain technology investments in programs and services, and the incremental occupancy costs associated with centers added since December 31, 2016. Cost of services in the back-up care segment increased $18.4 million, or 16%, to $134.3 million for the year ended December 31, 2017, primarily for investments in information technology and personnel, and increased care provider fees associated with the services provided to the expanding customer base. Cost of services in the educational advisory services segment increased by $4.3 million, or 18%, to $27.9 million for the year ended December 31, 2017 due to personnel and technology costs related to delivering services to the expanding customer base.
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Gross Profit. Gross profit increased $39.8 million, or 10%, to $430.6 million for the year ended December 31, 2017 from $390.8 million for the prior year. Gross profit margin was 25% of revenue for the year ended December 31, 2017, which was consistent with the year ended December 31, 2016. The increase in gross profit was primarily due to contributions from new and acquired centers, increased enrollment in our mature and ramping P&L centers, effective operating cost management, and expanded back-up care and educational advisory services.
Selling, General and Administrative Expenses. SGA increased $25.0 million, or 15%, to $188.9 million for the year ended December 31, 2017 from $164.0 million for the prior year. SGA was 11% of revenue for the year ended December 31, 2017, an increase from 10% in the prior year. Results for the year ended December 31, 2017, included $3.3 million of costs associated with the May 2017 and November 2017 credit agreement amendments and secondary offerings. Results for the year ended December 31, 2016, included $2.5 million of costs associated with the January 2016 credit agreement amendment, November 2016 debt refinance, secondary offerings and completed acquisitions. After taking these charges into account, SGA increased over the comparable 2016 period due primarily to increases in personnel costs, including annual wage increases, continued investments in technology and costs associated with the addition and integration of the Asquith child care centers, which were acquired November 2016.
Amortization of Intangible Assets. Amortization expense on intangible assets was $32.6 million for the year ended December 31, 2017, compared to $29.6 million for 2016. The increase in amortization expense was due to the acquisitions completed in 2016 and 2017, partially offset by decreases from certain intangible assets becoming fully amortized during the period.
Other Expenses. The Company incurred losses of $3.7 million during the year ended December 31, 2017, associated with the disposition of our remaining assets in Ireland, which included three centers.
Income from Operations. Income from operations increased by $8.2 million, or 4%, to $205.4 million for the year ended December 31, 2017 when compared to 2016. Income from operations was 12% of revenue for the year ended December 31, 2017, which is a decrease from 13% in the prior year. The change in income from operations was due to the following:
• | Income from operations for the full service center-based child care segment increased $0.6 million for the year ended December 31, 2017, when compared to the same period in 2016. Results for the year ended December 31, 2017 included $7.0 million of costs associated with the loss on the disposition of our remaining assets in Ireland, costs related to the May 2017 and November 2017 credit agreement amendments and secondary offerings. Results for the year ended December 31, 2016 included $2.5 million of costs associated with the January 2016 credit agreement amendment, November 2016 debt refinance, secondary offerings and completed acquisitions. After taking these charges into account, income from operations increased $5.1 million in 2017, or 4%, over the prior year primarily due to tuition increases and enrollment gains over the prior year, as well as contributions from new and acquired centers that have been added since December 31, 2016, and effective cost management, partially offset by the costs incurred during the ramp-up of certain new lease/consortium centers opened during 2016 and 2017, the incremental costs associated with technology investments in our centers, the incremental overhead costs incurred during the integration of the Asquith centers in 2017, the amortization expense for intangible assets acquired in business combinations, and the effect of lower foreign currency exchange rates for our United Kingdom operations which reduced revenue growth in the full service center-based child care segment by approximately 1% in 2017. |
• | Income from operations for the back-up care segment increased $2.8 million, or 5%, for the year ended December 31, 2017, when compared to the same period in 2016 due to contributions from the expanding revenue base partially offset by investments in information technology and personnel, and increased care provider fees associated with the incremental revenue. |
• | Income from operations for the educational advisory services segment increased $4.8 million, or 49%, for the year ended December 31, 2017, when compared to the same period in 2016 due to contributions from the expanding revenue base and the associated overhead leverage as this segment gains scale. |
Net Interest Expense. Net interest expense increased to $44.0 million for the year ended December 31, 2017 from $42.9 million in 2016. The increase in interest expense related to the increase in debt from the issuance of $150.0 million in additional term loans in conjunction with the November 2016 debt refinancing and increased borrowings on our line of credit, partially offset by a decrease in the effective interest rates applicable in conjunction with the May 2017 and November 2017 credit agreement amendments.
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Income Tax Expense. We recorded income tax expense of $4.4 million during the year ended December 31, 2017, or an effective income tax rate of 3%, compared to income tax expense of $48.4 million, an effective income tax rate of 34%, during 2016. The difference between the effective income tax rates was primarily due to three items. The first related to the excess tax benefits associated with the exercise of stock options and vesting of restricted stock which reduced income tax expense by $26.5 million in 2017 due to the adoption of ASU 2016-09: Compensation - Stock Compensation (Topic 718) (ASU 2016-09). ASU 2016-09 was adopted prospectively as of January 1, 2017. Excess tax benefits from stock-based compensation were recorded to the balance sheet in prior years.
Second, a net tax benefit of $22.3 million was recorded due to the enactment of the Tax Act, as discussed in more detail below. Third, a tax benefit of approximately $7.0 million was recorded in 2017 related to the disposition of our remaining assets in Ireland, also resulting in the disposition of our investment in a subsidiary for tax purposes.
In December 2017, the U.S. federal government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, impacting the year ended December 31, 2017 and future years. For 2017, the Tax Act (1) required a one-time transition tax, payable over eight years, on certain unrepatriated earnings of foreign subsidiaries and (2) provided for bonus depreciation that will allow full expensing of qualified property. Effective January 1, 2018, the Tax Act reduced the U.S. federal corporate statutory tax rate from 35% to 21%.
In accordance with SAB 118, which provided a measurement period of one year from the date of the Tax Act enactment for companies to complete the accounting, to the extent that a company’s accounting for certain income tax effects of the Tax Act was incomplete, companies were required to record an estimate in their financial statements if they were able to determine a reasonable estimate. Our accounting for certain elements of the Tax Act was incomplete as of December 31, 2017; however, we were able to make the following reasonable estimates of certain items and recorded provisional adjustments based on these estimates.
The Tax Act reduced the corporate federal tax rate to 21%, effective January 1, 2018. For our net deferred tax liability, we recorded a provisional decrease of $33.3 million, with a corresponding adjustment to deferred tax benefit for the year ended December 31, 2017.
The Transition Tax is a tax on previously untaxed accumulated and current earnings and profits of certain foreign subsidiaries. We were able to make a reasonable estimate of the Transition Tax and recorded a provisional tax obligation of $11.0 million.
Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA and adjusted income from operations increased $24.4 million, or 8%, and $12.7 million, or 6%, respectively, for the year ended December 31, 2017 over the comparable period in 2016 primarily as a result of the increase in gross profit due to additional contributions from full-service centers, including the impact of new and acquired centers, as well as the growth in back-up care and educational advisory services.
Adjusted Net Income. Adjusted net income increased $31.4 million, or 24%, for the year ended December 31, 2017 when compared to the same period in 2016 primarily due to the incremental gross profit described above and the reduction to adjusted income tax expense in 2017 associated with the adoption of ASU 2016-09.
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Non-GAAP Financial Measures and Reconciliation
In our quarterly and annual reports, earnings press releases and conference calls, we discuss key financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP” or “U.S. GAAP”) to supplement our consolidated financial statements presented on a GAAP basis. These non-GAAP financial measures are not in accordance with GAAP and a reconciliation of the non-GAAP measures of adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are as follows (in thousands, except share data):
Years Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 157,981 | $ | 156,963 | $ | 94,760 | |||||
Interest expense—net | 47,508 | 44,039 | 42,924 | ||||||||
Income tax expense | 33,606 | 4,437 | 48,437 | ||||||||
Depreciation | 68,374 | 62,215 | 55,642 | ||||||||
Amortization of intangible assets (a) | 32,569 | 32,561 | 29,642 | ||||||||
EBITDA | 340,038 | 300,215 | 271,405 | ||||||||
Additional adjustments: | |||||||||||
Loss on extinguishment of debt (b) | — | — | 11,117 | ||||||||
Deferred rent (c) | 1,317 | 4,345 | 2,562 | ||||||||
Stock-based compensation expense | 13,811 | 12,072 | 11,646 | ||||||||
Transaction costs (d) | 1,915 | 6,953 | 2,485 | ||||||||
Total adjustments | 17,043 | 23,370 | 27,810 | ||||||||
Adjusted EBITDA | $ | 357,081 | $ | 323,585 | $ | 299,215 | |||||
Income from operations | $ | 239,095 | $ | 205,439 | $ | 197,238 | |||||
Transaction costs (d) | 1,915 | 6,953 | 2,485 | ||||||||
Adjusted income from operations | $ | 241,010 | $ | 212,392 | $ | 199,723 | |||||
Net income | $ | 157,981 | $ | 156,963 | $ | 94,760 | |||||
Income tax expense | 33,606 | 4,437 | 48,437 | ||||||||
Income before income tax | 191,587 | 161,400 | 143,197 | ||||||||
Stock-based compensation expense | 13,811 | 12,072 | 11,646 | ||||||||
Amortization of intangible assets (a) | 32,569 | 32,561 | 29,642 | ||||||||
Loss on extinguishment of debt (b) | — | — | 11,117 | ||||||||
Transaction costs (d) | 1,915 | 6,953 | 2,485 | ||||||||
Adjusted income before income tax | 239,882 | 212,986 | 198,087 | ||||||||
Adjusted income tax expense (e) | (50,345 | ) | (50,819 | ) | (67,350 | ) | |||||
Adjusted net income | $ | 189,537 | $ | 162,167 | $ | 130,737 | |||||
Weighted average number of common shares—diluted | 59,000,669 | 60,253,691 | 60,594,895 | ||||||||
Diluted adjusted earnings per common share | $ | 3.21 | $ | 2.69 | $ | 2.16 | |||||
(a) | Represents amortization of intangible assets, including approximately $18.9 million, $18.5 million and $18.1 million for the years ended December 31, 2018, 2017 and 2016, respectively, associated with intangible assets recorded in connection with our going private transaction in May 2008. |
(b) | Represents the write-off of unamortized deferred financing costs and original issue discount associated with indebtedness that was repaid in connection with a debt refinancing. |
(c) | Represents rent expense in excess of cash paid for rent, recognized on a straight line basis over the life of the lease in accordance with Accounting Standards Codification Topic 840, Leases. |
(d) | Represents transaction costs incurred in connection with the disposition of assets in Ireland in 2017, the January 2016, May 2017, November 2017, and May 2018 amendments to the credit agreement, the November 2016 debt refinancing, secondary offerings, and completed acquisitions as more fully discussed in Note 15, “Segment and Geographic Information,” to the consolidated financial statements in Item 8 of this Annual Report. |
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(e) | Represents income tax expense calculated on adjusted income before tax at the effective rate of approximately 21%, 24% and 34% for the years ended December 31, 2018, 2017, and 2016, respectively. The tax rates for 2018 and 2017 represent a tax rate of approximately 26% and 36%, respectively, less the effect of excess tax benefits related to certain equity transactions. |
Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share (collectively referred to as the “non-GAAP financial measures”) are not presentations made in accordance with GAAP, and the use of the terms adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share may differ from similar measures reported by other companies. We believe the non-GAAP financial measures provide investors with useful information with respect to our historical operations. We present the non-GAAP financial measures as supplemental performance measures because we believe they facilitate a comparative assessment of our operating performance relative to our performance based on our results under GAAP, while isolating the effects of some items that vary from period to period. Specifically, adjusted EBITDA allows for an assessment of our operating performance and of our ability to service or incur indebtedness without the effect of non-cash charges, such as depreciation, amortization, the excess of rent expense over cash rent expense and stock-based compensation expense, as well as the expenses related to secondary offerings, debt financing transactions, dispositions and acquisitions. In addition, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share allow us to assess our performance without the impact of the specifically identified items that we believe do not directly reflect our core operations. These non-GAAP financial measures also function as key performance indicators used to evaluate our operating performance internally, and they are used in connection with the determination of incentive compensation for management, including executive officers. Adjusted EBITDA is also used in connection with the determination of certain ratio requirements under our credit agreement. Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are not measurements of our financial performance under GAAP and should not be considered in isolation or as an alternative to income before taxes, net income, diluted earnings per common share, net cash provided by operating, investing or financing activities or any other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Consequently, our non-GAAP financial measures should not be evaluated in isolation or supplant comparable GAAP measures, but, rather, should be considered together with our consolidated financial statements, which are prepared in accordance with GAAP and included in Part II, Item 8, of this Annual Report on Form 10-K. The Company understands that although adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
• | adjusted EBITDA, adjusted income from operations and adjusted net income do not fully reflect the Company’s cash expenditures, future requirements for capital expenditures or contractual commitments; |
• | adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect changes in, or cash requirements for, the Company’s working capital needs; |
• | adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt; |
• | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future; and adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect any cash requirements for such replacements. |
Because of these limitations, adjusted EBITDA, adjusted income from operations, and adjusted net income should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
Liquidity and Capital Resources
Our primary cash requirements are for the ongoing operations of our existing child care centers, back-up care and educational advisory services, the addition of new centers through development or acquisition and debt financing obligations. Our primary sources of liquidity are our cash flows from operations and borrowings available under our revolving credit facility. Our revolving credit facility is part of our $1.3 billion senior secured credit facilities, which consist of a $1.1 billion secured term loan facility and a $225 million revolving credit facility. Borrowings outstanding on our revolving credit facility at December 31, 2018 and 2017 were $118.2 million and $127.1 million, respectively. Borrowings outstanding on our revolving credit facility during the year ended December 31, 2018 and 2017 averaged $111.4 million and $65.0 million, respectively. Refer to Note 9, “Credit Arrangements and Debt Obligations,” to the consolidated financial statements in Item 8 of this Annual Report for further discussion of our credit facilities.
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The net impact on our liquidity from changes in foreign currency exchange rates was not material for the years ended December 31, 2018 and 2017. We had $15.5 million in cash at December 31, 2018, of which $12.1 million was held in foreign jurisdictions, and we had $23.2 million in cash at December 31, 2017, of which $21.2 million was held in foreign jurisdictions. Operations outside of North America accounted for 24% and 22% of the Company’s consolidated revenue for the years ended December 31, 2018 and 2017, respectively.
We had a working capital deficit of $289.9 million and $268.2 million at December 31, 2018 and 2017, respectively. Our working capital deficit has primarily arisen from using cash generated from operations to make long-term investments in fixed assets and acquisitions, and from share repurchases. We anticipate that we will continue to generate positive cash flows from operating activities and that the cash generated will be used principally to fund ongoing operations of our new and existing full service child care centers and expanded operations in the back-up care and educational advisory segments, as well as to make scheduled principal and interest payments and for share repurchases.
The board of directors of the Company authorized a share repurchase program of up to $300 million of the Company’s outstanding common stock, effective June 12, 2018. The share repurchase program, which has no expiration date, replaced the prior August 2016 $300 million authorization, of which $34.9 million remained available at the date the program was replaced and cancelled. 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 year ended December 31, 2018, the Company repurchased 1.2 million shares for $126.7 million, including a total of 0.8 million shares that were purchased from investment funds affiliated with Bain Capital Partners LLC and other selling stockholders in a secondary offering. At December 31, 2018, $259.0 million remained outstanding under the repurchase program. During the year ended December 31, 2017, the Company repurchased 2.0 million shares for $162.2 million, including a total of 1.65 million shares that were purchased from investment funds affiliated with Bain Capital Partners LLC and other selling stockholders in underwritten secondary offerings. All repurchased shares have been retired.
We believe that funds provided by operations, our existing cash balances and borrowings available under our revolving credit facility will be adequate to meet planned operating and capital expenditures for at least the next 12 months under current operating conditions. However, if we were to undertake any significant acquisitions or investments in the purchase of facilities for new or existing child care and early education centers, which requires financing beyond our existing borrowing capacity, it may be necessary for us to obtain additional debt or equity financing. We may not be able to obtain such financing on reasonable terms, or at all.
Cash Flows (in thousands) | Years Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net cash provided by operating activities | $ | 294,747 | $ | 248,193 | $ | 213,217 | |||||
Net cash used in investing activities | $ | (158,543 | ) | $ | (105,321 | ) | $ | (302,837 | ) | ||
Net cash (used in) provided by financing activities | $ | (134,193 | ) | $ | (123,864 | ) | $ | 93,755 | |||
Cash, cash equivalents and restricted cash—beginning of period (1) | $ | 36,570 | $ | 16,055 | $ | 13,041 | |||||
Cash, cash equivalents and restricted cash—end of period (1) | $ | 38,478 | $ | 36,570 | $ | 16,055 | |||||
(1) | In accordance with recently adopted accounting guidance, the Company changed the presentation on the consolidated statement of cash flows for all periods presented. As a result, changes in restricted cash that have historically been presented in operating activities have now been excluded and restricted cash is combined with cash and cash equivalents when reconciling the beginning and ending period balances. Restricted cash is primarily comprised of cash held by the Company’s wholly-owned captive insurance company and cash deposits that guarantee letters of credit. Refer to Note 1, “Organization and Significant Accounting Policies,” to the consolidated financial statements in Item 8 of this Annual Report for further discussion of recently adopted accounting pronouncements. |
Cash Provided by Operating Activities
Cash provided by operating activities was $294.7 million for the year ended December 31, 2018, compared to $248.2 million for the same period in 2017. Net income increased by $1.0 million in 2018 from the prior year, but net income in 2017 included a non-cash tax benefit of $33.3 million from the reduction in the deferred tax liabilities associated with the change in the federal tax rate under the Tax Act. The increase in cash provided by operating activities is primarily related to the increase in income from operations and expanded revenues, as well as increases in working capital arising primarily from the timing of billings and payments when compared to the prior year.
Cash provided by operating activities was $248.2 million for the year ended December 31, 2017, compared to $213.2 million in 2016. The increase in net income from 2016 to 2017 of $62.2 million was partially offset by changes in non-cash items, including the reduction in deferred tax liabilities associated with the change in the federal tax rate under the Tax Act, and working capital arising primarily from the timing of billings and payments when compared to the prior year.
We expect to generate approximately $300 to $325 million in cash from operations in 2019.
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Cash Used in Investing Activities
Cash used in investing activities was $158.5 million for the year ended December 31, 2018 compared to $105.3 million for the same period in 2017 and was related to acquisitions, as well as fixed asset additions for new child care centers, maintenance and refurbishments in our existing centers, and continued investments in technology, equipment and furnishings. The increase in cash used in investing activities was primarily related to acquisitions. During the year ended December 31, 2018, the Company used $67.1 million to acquire 36 centers, compared to $21.5 million used to acquire 14 centers during the year ended December 31, 2017.
Cash used in investing activities was $105.3 million for the year ended December 31, 2017 compared to $302.8 million for the same period in 2016 and was related to acquisitions, as well as fixed asset additions for new child care centers, maintenance and refurbishments in our existing centers, and continued investments in technology, equipment and furnishings. The decrease in cash used in investing activities was primarily related to acquisitions. During the year ended December 31, 2017, the Company used $21.5 million to acquire 14 centers, compared to $228.7 million used to acquire 102 centers and a provider of back-up care during the year ended December 31, 2016.
We estimate that we will spend approximately $90 to $100 million in 2019 on fixed asset additions related to new child care centers, maintenance and refurbishments in our existing centers and continued investments in technology and equipment. As part of our growth strategy, we also expect to continue to make selective acquisitions, which may vary in size and which are less predictable in terms of the timing and amount of the capital requirements.
Cash Used in Financing Activities
The Company used $134.2 million in financing activities in the year ended December 31, 2018 compared to $123.9 million in 2017. Cash used in financing activities in 2018 was primarily for share repurchases of $126.7 million, payments of debt principal of $10.8 million, repayments of $8.9 million, net of borrowings, on the revolving credit facility, and taxes paid related to the net share settlement of stock awards totaling $7.5 million. These uses of cash were offset by proceeds primarily from the exercise of stock options of $18.5 million. Cash used in financing activities in 2017 consisted primarily of share repurchases of $162.2 million, taxes paid related to the net share settlement of stock awards of $29.8 million, and payments of debt principal of $8.1 million. These uses of cash were offset by proceeds primarily from net borrowings of $51.1 million under the revolving credit facility and proceeds from the exercise of stock options of $22.6 million.
Cash used in financing activities amounted to $123.9 million for the year ended December 31, 2017 compared to cash provided by financing activities of $93.8 million in 2016. The increase in cash used in financing activities in 2017 was primarily due to the share repurchases of $162.2 million and taxes paid related to the net share settlement of stock awards of $29.8 million. These uses of cash were offset by proceeds primarily from net borrowings of $51.1 million under the revolving credit facility and proceeds from the exercise of stock options of $22.6 million. Cash provided by financing activities in 2016 related principally to the November 2016 debt refinancing, which resulted in net proceeds of $143.1 million from the issuance of $150 million in term loans, net of debt issuance costs, as well as net borrowings of $52.0 million under the revolving credit facility, proceeds from the exercise of stock options of $11.7 million, and excess tax benefits from stock-based compensation of $12.9 million. These cash proceeds were offset by uses of cash primarily from share repurchases of $112.8 million and taxes paid related to the net share settlement of stock awards of $7.7 million.
Debt
As of December 31, 2018, the Company’s $1.3 billion senior secured credit facilities consisted of a $1.1 billion secured term loan facility and a $225 million revolving credit facility. The term loans mature on November 7, 2023 and require quarterly principal payments of $2.7 million, with the remaining principal balance due on November 7, 2023.
Outstanding term loan borrowings were as follows at December 31, 2018 and 2017 (in thousands):
December 31, | |||||||
2018 | 2017 | ||||||
Term loans | $ | 1,056,188 | $ | 1,066,938 | |||
Deferred financing costs and original issue discount | (8,568 | ) | (10,177 | ) | |||
Total debt | 1,047,620 | 1,056,761 | |||||
Less current maturities | 10,750 | 10,750 | |||||
Long-term debt | $ | 1,036,870 | $ | 1,046,011 | |||
At December 31, 2018, there were borrowings outstanding of $118.2 million, with $106.8 million of the revolving credit facility available for borrowings, and at December 31, 2017, there were borrowings outstanding of $127.1 million, with $97.9 million of the revolving credit facility available for borrowings. The revolving credit facility matures on July 31, 2022.
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All borrowings under the credit agreement are subject to variable interest. On May 31, 2018, the Company amended its existing senior secured credit facilities to, among other changes, reduce the applicable interest rates of the term loan facility and the revolving credit facility. Effective as of May 31, 2018, borrowings under the term loan facility bear interest at a rate per annum of 0.75% over the base rate, or 1.75% over the eurocurrency rate, which is the one, two, three or six month LIBOR rate or, with applicable lender approval, the twelve month or less than one month LIBOR rate. With respect to the term loan facility, the base rate is subject to an interest rate floor of 1.75% and the eurocurrency rate is subject to an interest rate floor of 0.75%. 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 eurocurrency rate.
On October 16, 2017, the Company entered into variable-to-fixed interest rate swap agreements to mitigate the exposure to variable interest arrangements on $500 million notional amount of the outstanding term loan borrowings, effective October 31, 2017. These swap agreements, designated and accounted for as cash flow hedges from inception, are scheduled to mature on October 31, 2021. The Company is required to make monthly payments on the notional amount at a fixed average interest rate plus the applicable rate for eurocurrency loans. Effective May 31, 2018, the notional amount is subject to an interest rate of approximately 3.65%. In exchange, the Company receives interest on the notional amount at a variable rate based on the one-month LIBOR rate, subject to a 0.75% floor.
The Company records gains or losses resulting from changes in the fair value of the interest rate swap agreements to accumulated other comprehensive loss in the consolidated balance sheet to the extent that the swaps are effective as hedges. As of December 31, 2018, there was no ineffectiveness related to the interest rate swap agreements. Gains and losses recorded in accumulated other comprehensive loss are reclassified into earnings and recognized to interest expense in the consolidated statement of income in the period that the hedged interest expense on the term loan facility is recognized.
All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s U.S.-based 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, our wholly-owned subsidiary, and its restricted subsidiaries, to: incur certain 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 our subsidiaries; alter the business conducted; enter into agreements restricting our 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, our direct subsidiary, to be a passive holding company, subject to certain exceptions. The revolving credit facility requires Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries to comply with a maximum consolidated first lien net leverage ratio that is a quarterly maintenance based financial covenant. A breach of this covenant is subject to certain equity cure rights.
The credit agreement governing the senior secured credit facilities contains certain customary affirmative covenants and events of default. We were in compliance with our financial covenants at December 31, 2018. Refer to Note 9, “Credit Arrangements and Debt Obligations,” to the consolidated financial statements in Item 8 of this Annual Report for further discussion of our credit facilities.
Contractual Obligations
The following table sets forth our contractual obligations as of December 31, 2018 (in thousands):
2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | Total | |||||||||||||||||||||
Term loans (1) | $ | 10,750 | $ | 10,750 | $ | 10,750 | $ | 10,750 | $ | 1,013,188 | $ | — | $ | 1,056,188 | |||||||||||||
Interest on long-term debt (2) | 50,360 | 53,010 | 52,470 | 51,565 | 50,660 | — | 258,065 | ||||||||||||||||||||
Operating leases | 120,352 | 114,628 | 101,710 | 95,529 | 87,530 | 476,861 | 996,610 | ||||||||||||||||||||
Total (3) | $ | 181,462 | $ | 178,388 | $ | 164,930 | $ | 157,844 | $ | 1,151,378 | $ | 476,861 | $ | 2,310,863 | |||||||||||||
(1) | Scheduled principal payments on our term loans. |
(2) | Interest on the outstanding principal balance of the term loans was calculated using the weighted average interest rate for the year ended December 31, 2018 of 3.89%, including commitment fees on the revolving credit facility. |
(3) | Borrowings on our $225 million revolving credit facility are not included in the table above, of which there were borrowings outstanding of $118.2 million at December 31, 2018. Additionally, estimated payments for the one-time Transition Tax of $7.4 million are excluded from the above table, which is payable over the next seven years. |
Other Obligations
The Company has 47 letters of credit outstanding used to guarantee certain rent payments for up to $1.9 million. These letters of credit are guaranteed by cash deposits. No amounts have been drawn against these letters of credit.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with U.S. GAAP. Preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. The accounting policies we believe are critical in the preparation of our consolidated financial statements relate to revenue recognition and goodwill and other intangibles. The Company is adopting Accounting Standards Update 2016-02, Leases (Topic 842) on January 1, 2019, which is expected to materially impact the consolidated balance sheet in 2019 as a lease liability associated with the remaining lease payments will be recorded on the consolidated balance sheet for all long-term leases, with recognition of a right-of-use asset. We have other significant accounting policies and new accounting pronouncements not yet adopted that are more fully described in Note 1, “Organization and Significant Accounting Policies,” to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. Both our critical and significant policies are important to an understanding of the consolidated financial statements.
Revenue Recognition — We generate revenue from services based on the consideration specified in contracts with customers, which primarily consist of employer sponsors and parents. We recognize revenue when a performance obligation is satisfied by transferring control of the promised services to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. A performance obligation is a promise in a contract to transfer a distinct service to the customer. At contract inception, we assess the services promised in the contract and identify each distinct performance obligation. To identify the performance obligations, we consider the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The transaction price of a contract is allocated to each distinct performance obligation using the relative stand-alone selling price and recognized as revenue when, or as, control of the service is passed to the customer. Revenue is recognized over time because control of the service is transferred continuously to our customers.
We record deferred revenue for prepaid tuition and fees received from clients in advance of services being performed. We are also a party to certain agreements where the performance of services extends beyond an annual operating cycle. In these circumstances, we record a long-term obligation and recognize revenue over the period of the agreement as the services are rendered.
Our services are comprised of full service center-based child care, back-up care, and educational advisory services, which also represent the Company’s operating and reportable segments. Revenue generated from full service center-based child care services is primarily comprised of tuition paid by parents and fees from contractual arrangements with employer sponsors. Revenue generated from back-up care and educational advisory services is primarily comprised of fixed and variable fees or subsidies paid by employer clients, as well as co-payments and retail fees collected from users at the point of service. Refer to Note 2, “Revenue Recognition,” to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further discussion of the revenue recognition policy of each service.
Goodwill and Intangible Assets — We account for business combinations under the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of the net tangible and identifiable intangible assets acquired. Our intangible assets principally consist of various customer relationships (including both client and parent relationships) and trade names. Identified intangible assets that have determinable useful lives are valued separately from goodwill and are amortized over the estimated period during which we derive a benefit. Intangible assets related to parent relationships are amortized using an accelerated method over their useful lives. All other intangible assets are amortized on a straight-line basis over their useful lives.
In valuing the customer relationships and trade names, we utilize variations of the income approach, which relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. We consider the income approach the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. Projected financial information is subject to risk if our estimates are incorrect. The most significant estimate relates to our projected revenues and profitability. If we do not meet the projected revenues and profitability used in the valuation calculations, then the intangible assets could be impaired. Our multi-year contracts with client customers typically result in low annual turnover, and our long-term relationships with clients make it difficult for competitors to displace us. Customer relationships are considered to be finite-lived assets, with estimated lives typically ranging from four to seventeen years. Certain trade names acquired as part of our strategy to expand by completing strategic acquisitions are considered to be finite-lived assets, with estimated lives typically ranging from five to ten years.
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Goodwill and certain trade names are considered indefinite-lived assets. Our trade names identify us and differentiate us from competitors and, therefore, competition does not limit the useful life of these assets. Additionally, we believe that our primary trade names will continue to generate revenue for an indefinite period. Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested annually for impairment or more frequently if there are indicators of impairment. Indefinite lived intangible assets are also subject to an annual evaluation to determine whether events and circumstances continue to support an indefinite useful life.
Goodwill impairment assessments are performed at the reporting unit level, which we have determined to be the same as our operating segments. In performing the goodwill impairment test, we may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying value. Qualitative factors may include, but are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the our services, regulatory developments, cost factors, and entity specific factors such as overall financial performance and projected results. If an initial qualitative assessment indicates that it is more likely than not that the carrying value exceeds the fair value of a reporting unit, an additional quantitative evaluation is performed. Alternatively, we may elect to proceed directly to the quantitative impairment test. In performing the quantitative analysis, we compare the fair value of the reporting unit with its carrying amount, including goodwill. Fair value for each reporting unit is determined by estimating the present value of expected future cash flows, which are forecasted for each of the next ten years, applying a long-term growth rate to the final year, discounted using the Company’s estimated discount rate. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is considered not impaired. If the carrying amount of the Company’s reporting unit exceeds its fair value, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value, up to the amount of goodwill allocated to that reporting unit.
We test certain trademarks that are determined to be indefinite-lived intangible assets by comparing the fair value of the trademarks with their carrying value. Fair value is determined by estimating the total revenue attributable to each trademark, multiplied by a market-derived royalty rate, and then discounted using the Company’s estimated discount rate. The forecasts of revenue and profitability growth for use in our long-range plan and the discount rate are the key assumptions in our intangible fair value analysis.
Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of the asset may not be recovered. Definite-lived intangible assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value and is charged to results of operations at that time.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposures relate to foreign currency exchange rate risk and interest rate risk.
Foreign Currency Risk
Our exposure to fluctuations in foreign currency exchange rates is primarily the result of foreign subsidiaries domiciled in the United Kingdom, the Netherlands, India and Canada. We have not used financial derivative instruments to hedge foreign currency exchange rate risks associated with our foreign subsidiaries.
The assets and liabilities of our British, Dutch, Indian and Canadian subsidiaries, whose functional currencies are the British pound, Euro, Indian rupee and Canadian dollar, respectively, are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effects for subsidiaries using a functional currency other than the U.S. dollar are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. We estimate that had the exchange rate in each country unfavorably changed by 10% relative to the U.S. dollar, our consolidated earnings before taxes would have decreased by approximately $3.7 million for 2018.
Interest Rate Risk
Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under our revolving credit facility and secured term loan facility that are subject to variable interest rates. Effective October 31, 2017, the Company entered into variable-to-fixed interest rate swap agreements to mitigate the exposure to variable interest arrangements under our term loan facility. At December 31, 2018, we had interest rate swaps with an underlying fixed notional amount of $500 million and a fixed interest rate, including the applicable rate for Eurocurrency loans, of approximately 3.65%.
At December 31, 2018, we had borrowings outstanding of $118.2 million under our revolving credit facility, which were subject to a weighted average interest rate of 4.12% during the year then ended, and we had borrowings outstanding of $1.1 billion under our term loan facility, which were subject to a weighted average interest rate of 3.85% during the year then ended, including the impact of the interest rate swap agreements.
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Based on the borrowings outstanding under the senior secured credit facilities during 2018, we estimate that had the average interest rate on our borrowings increased by 100 basis points in 2018, our interest expense for the year would have increased by approximately $11.9 million excluding the impact of the interest rate swap agreements, and would have increased by approximately $6.8 million including the impact of the interest rate swap agreements.
These estimates assume the interest rate of each variable rate borrowing is raised by 100 basis points. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings subject to variable interest rates at that time. Therefore, the estimated increase in interest expense as calculated above may not be indicative of future expenses. As actual interest rate movements over time are uncertain, our swaps pose potential interest rate risks if interest rates decrease. As of December 31, 2018, the fair value of our interest rate swap agreements was an asset of $7.9 million.
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Item 8. Financial Statements and Supplementary Data
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Page | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Bright Horizons Family Solutions Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bright Horizons Family Solutions Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2019, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company prospectively changed its method of accounting for excess tax benefits beginning January 1, 2017 in accordance with the adoption of Accounting Standards Update No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 27, 2019
We have served as the Company’s auditor since 2005.
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BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31, | |||||||
2018 | 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 15,450 | $ | 23,227 | |||
Accounts receivable—net | 131,178 | 117,138 | |||||
Prepaid expenses and other current assets | 47,263 | 52,096 | |||||
Total current assets | 193,891 | 192,461 | |||||
Fixed assets—net | 597,141 | 575,185 | |||||
Goodwill | 1,347,611 | 1,306,792 | |||||
Other intangibles—net | 323,035 | 348,540 | |||||
Other assets | 62,628 | 45,666 | |||||
Total assets | $ | 2,524,306 | $ | 2,468,644 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 10,750 | $ | 10,750 | |||
Borrowings under revolving credit facility | 118,200 | 127,100 | |||||
Accounts payable and accrued expenses | 154,195 | 132,897 | |||||
Deferred revenue | 170,416 | 155,696 | |||||
Other current liabilities | 30,224 | 34,212 | |||||
Total current liabilities | 483,785 | 460,655 | |||||
Long-term debt—net | 1,036,870 | 1,046,011 | |||||
Deferred rent and related obligations | 71,817 | 66,499 | |||||
Other long-term liabilities | 75,368 | 64,171 | |||||
Deferred revenue | 5,683 | 8,179 | |||||
Deferred income taxes | 71,306 | 74,069 | |||||
Total liabilities | 1,744,829 | 1,719,584 | |||||
Commitments and contingencies (Note 13) | |||||||
Stockholders’ equity: | |||||||
Preferred stock, $0.001 par value; 25,000,000 shares authorized and no shares issued or outstanding at December 31, 2018 and 2017 | — | — | |||||
Common stock, $0.001 par value; 475,000,000 shares authorized; 57,494,468 and 58,013,144 shares issued and outstanding at December 31, 2018 and 2017, respectively | 57 | 58 | |||||
Additional paid-in capital | 648,651 | 747,155 | |||||
Accumulated other comprehensive loss | (62,355 | ) | (33,296 | ) | |||
Retained earnings | 193,124 | 35,143 | |||||
Total stockholders’ equity | 779,477 | 749,060 | |||||
Total liabilities and stockholders’ equity | $ | 2,524,306 | $ | 2,468,644 | |||
See notes to consolidated financial statements.
45
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
Years ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
Revenue | $ | 1,903,182 | $ | 1,740,905 | $ | 1,569,841 | |||||
Cost of services | 1,429,927 | 1,310,295 | 1,178,994 | ||||||||
Gross profit | 473,255 | 430,610 | 390,847 | ||||||||
Selling, general and administrative expenses | 201,591 | 188,939 | 163,967 | ||||||||
Amortization of intangible assets | 32,569 | 32,561 | 29,642 | ||||||||
Other expenses | — | 3,671 | — | ||||||||
Income from operations | 239,095 | 205,439 | 197,238 | ||||||||
Loss on extinguishment of debt | — | — | (11,117 | ) | |||||||
Interest expense—net | (47,508 | ) | (44,039 | ) | (42,924 | ) | |||||
Income before income tax | 191,587 | 161,400 | 143,197 | ||||||||
Income tax expense | (33,606 | ) | (4,437 | ) | (48,437 | ) | |||||
Net income | $ | 157,981 | $ | 156,963 | $ | 94,760 | |||||
Allocation of net income to common stockholders: | |||||||||||
Common stock—basic | $ | 157,096 | $ | 155,995 | $ | 93,919 | |||||
Common stock—diluted | $ | 157,114 | $ | 156,016 | $ | 93,938 | |||||
Earnings per common share: | |||||||||||
Common stock—basic | $ | 2.72 | $ | 2.65 | $ | 1.59 | |||||
Common stock—diluted | $ | 2.66 | $ | 2.59 | $ | 1.55 | |||||
Weighted average number of common shares outstanding: | |||||||||||
Common stock—basic | 57,812,602 | 58,873,196 | 59,229,069 | ||||||||
Common stock—diluted | 59,000,669 | 60,253,691 | 60,594,895 | ||||||||
See notes to consolidated financial statements.
46
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Years ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 157,981 | $ | 156,963 | $ | 94,760 | |||||
Other comprehensive (loss) income: | |||||||||||
Foreign currency translation adjustments | (32,092 | ) | 53,892 | (50,178 | ) | ||||||
Unrealized gain on interest rate swaps, net of tax | 3,033 | 2,260 | — | ||||||||
Total other comprehensive (loss) income | (29,059 | ) | 56,152 | (50,178 | ) | ||||||
Comprehensive income | $ | 128,922 | $ | 213,115 | $ | 44,582 | |||||
See notes to consolidated financial statements.
47
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Common Stock | Additional Paid-in Capital | Treasury Stock, at Cost | Accumulated Other Comprehensive (Loss) Income | Retained Earnings (Accumulated Deficit) | Total Stockholders’ Equity | |||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||
Balance at January 1, 2016 | 60,008,136 | $ | 60 | $ | 983,398 | $ | — | $ | (39,270 | ) | $ | (216,580 | ) | $ | 727,608 | |||||||||||
Stock-based compensation expense | 11,646 | 11,646 | ||||||||||||||||||||||||
Exercise of stock options | 761,452 | 1 | 11,678 | 11,679 | ||||||||||||||||||||||
Excess tax benefits from stock option exercises | 12,891 | 12,891 | ||||||||||||||||||||||||
Options received in net share settlement of stock option exercises | (113,801 | ) | — | (7,747 | ) | (7,747 | ) | |||||||||||||||||||
Purchase of treasury stock | (112,792 | ) | (112,792 | ) | ||||||||||||||||||||||
Retirement of treasury stock | (1,745,505 | ) | (2 | ) | (112,790 | ) | 112,792 | — | ||||||||||||||||||
Translation adjustments | (50,178 | ) | (50,178 | ) | ||||||||||||||||||||||
Net income | 94,760 | 94,760 | ||||||||||||||||||||||||
Balance at December 31, 2016 | 58,910,282 | 59 | 899,076 | — | (89,448 | ) | (121,820 | ) | 687,867 | |||||||||||||||||
Stock-based compensation expense | 12,072 | 12,072 | ||||||||||||||||||||||||
Exercise of stock options and restricted stock units | 1,194,160 | 1 | 22,624 | 22,625 | ||||||||||||||||||||||
Vested restricted stock | 287,625 | — | 5,374 | 5,374 | ||||||||||||||||||||||
Options received in net share settlement of stock option exercises and vesting of restricted stock | (410,508 | ) | — | (29,798 | ) | (29,798 | ) | |||||||||||||||||||
Purchase of treasury stock | (162,195 | ) | (162,195 | ) | ||||||||||||||||||||||
Retirement of treasury stock | (1,968,415 | ) | (2 | ) | (162,193 | ) | 162,195 | — | ||||||||||||||||||
Translation adjustments | 53,892 | 53,892 | ||||||||||||||||||||||||
Unrealized gain on interest rate swaps, net of tax | 2,260 | 2,260 | ||||||||||||||||||||||||
Net income | 156,963 | 156,963 | ||||||||||||||||||||||||
Balance at December 31, 2017 | 58,013,144 | 58 | 747,155 | — | (33,296 | ) | 35,143 | 749,060 | ||||||||||||||||||
Stock-based compensation expense | 13,811 | 13,811 | ||||||||||||||||||||||||
Exercise of stock options and restricted stock units | 627,480 | 1 | 18,475 | 18,476 | ||||||||||||||||||||||
Vested restricted stock | 144,000 | — | 3,487 | 3,487 | ||||||||||||||||||||||
Options received in net share settlement of stock option exercises and vesting of restricted stock | (77,720 | ) | — | (7,540 | ) | |||||||||||||||||||||