Delaware | 001-35780 | 80-0188269 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
200 Talcott Avenue South Watertown, MA | 02472 | |
(Address of principal executive offices) | (Zip code) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |||
Date: | November 1, 2018 | By: | /s/ Elizabeth Boland |
Elizabeth Boland | |||
Chief Financial Officer |
• | Revenue increased 9% to $472 million |
• | Income from operations increased 23% to $55 million |
• | Net income increased 8% to $34 million and diluted earnings per common share increased 12% to $0.57 |
• | Adjusted income from operations* increased 14% to $55 million |
• | Adjusted EBITDA* increased 11% to $85 million |
• | Adjusted net income* increased 16% to $43 million and diluted adjusted earnings per common share* increased 18% to $0.73 |
• | Revenue growth in 2018 in the range of 8-10% |
• | Net income in the range of $150 million to $151 million and diluted earnings per common share in the range of $2.53 to $2.55 |
• | Adjusted net income in the range of $185 million to $186 million and diluted adjusted earnings per common share in the range of $3.14 to $3.16 |
• | Diluted weighted average shares of approximately 59 million shares |
Investors: | ||
Elizabeth Boland | ||
CFO - Bright Horizons | ||
eboland@brighthorizons.com | ||
617-673-8125 | ||
Kevin Doherty | ||
MD - Solebury Communications Group | ||
kdoherty@soleburyir.com | ||
203-428-3233 | ||
Media: | ||
Ilene Serpa | ||
VP - Communications - Bright Horizons | ||
iserpa@brighthorizons.com | ||
617-673-8044 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data) (Unaudited) | |||||||||||
Three Months Ended September 30, | |||||||||||
2018 | % | 2017 | % | ||||||||
Revenue | $ | 471,585 | 100.0 | % | $ | 433,316 | 100.0 | % | |||
Cost of services | 358,545 | 76.0 | % | 330,122 | 76.2 | % | |||||
Gross profit | 113,040 | 24.0 | % | 103,194 | 23.8 | % | |||||
Selling, general and administrative expenses | 49,427 | 10.5 | % | 46,369 | 10.7 | % | |||||
Amortization of intangible assets | 8,153 | 1.7 | % | 8,191 | 1.9 | % | |||||
Other expenses | — | — | % | 3,671 | 0.8 | % | |||||
Income from operations | 55,460 | 11.8 | % | 44,963 | 10.4 | % | |||||
Interest expense—net | (11,795 | ) | (2.5 | )% | (10,824 | ) | (2.5 | )% | |||
Income before income tax | 43,665 | 9.3 | % | 34,139 | 7.9 | % | |||||
Income tax expense | (10,065 | ) | (2.2 | )% | (3,034 | ) | (0.7 | )% | |||
Net income | $ | 33,600 | 7.1 | % | $ | 31,105 | 7.2 | % | |||
Earnings per common share: | |||||||||||
Common stock—basic | $ | 0.58 | $ | 0.53 | |||||||
Common stock—diluted | $ | 0.57 | $ | 0.51 | |||||||
Weighted average number of common shares outstanding: | |||||||||||
Common stock—basic | 57,719,730 | 58,811,488 | |||||||||
Common stock—diluted | 58,924,423 | 60,088,078 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data) (Unaudited) | |||||||||||
Nine Months Ended September 30, | |||||||||||
2018 | % | 2017 | % | ||||||||
Revenue | $ | 1,424,941 | 100.0 | % | $ | 1,301,026 | 100.0 | % | |||
Cost of services | 1,072,320 | 75.3 | % | 978,557 | 75.2 | % | |||||
Gross profit | 352,621 | 24.7 | % | 322,469 | 24.8 | % | |||||
Selling, general and administrative expenses | 152,776 | 10.7 | % | 141,384 | 10.9 | % | |||||
Amortization of intangible assets | 24,477 | 1.7 | % | 24,241 | 1.8 | % | |||||
Other expenses | — | — | % | 3,671 | 0.3 | % | |||||
Income from operations | 175,368 | 12.3 | % | 153,173 | 11.8 | % | |||||
Interest expense—net | (35,459 | ) | (2.5 | )% | (32,252 | ) | (2.5 | )% | |||
Income before income tax | 139,909 | 9.8 | % | 120,921 | 9.3 | % | |||||
Income tax expense | (28,585 | ) | (2.0 | )% | (15,402 | ) | (1.2 | )% | |||
Net income | $ | 111,324 | 7.8 | % | $ | 105,519 | 8.1 | % | |||
Earnings per common share: | |||||||||||
Common stock—basic | $ | 1.91 | $ | 1.78 | |||||||
Common stock—diluted | $ | 1.88 | $ | 1.74 | |||||||
Weighted average number of common shares outstanding: | |||||||||||
Common stock—basic | 57,841,382 | 59,039,931 | |||||||||
Common stock—diluted | 59,044,561 | 60,457,004 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) | |||||||
September 30, 2018 | December 31, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 21,304 | $ | 23,227 | |||
Accounts receivable—net | 104,965 | 117,138 | |||||
Prepaid expenses and other current assets | 48,189 | 52,096 | |||||
Total current assets | 174,458 | 192,461 | |||||
Fixed assets—net | 586,411 | 575,185 | |||||
Goodwill | 1,339,450 | 1,306,792 | |||||
Other intangibles—net | 329,319 | 348,540 | |||||
Other assets | 67,776 | 45,666 | |||||
Total assets | $ | 2,497,414 | $ | 2,468,644 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 10,750 | $ | 10,750 | |||
Borrowings under revolving credit facility | 94,000 | 127,100 | |||||
Accounts payable and accrued expenses | 160,030 | 132,897 | |||||
Deferred revenue and other current liabilities | 187,737 | 189,908 | |||||
Total current liabilities | 452,517 | 460,655 | |||||
Long-term debt—net | 1,039,074 | 1,046,011 | |||||
Deferred income taxes | 74,422 | 74,069 | |||||
Other long-term liabilities | 151,188 | 138,849 | |||||
Total liabilities | 1,717,201 | 1,719,584 | |||||
Total stockholders’ equity | 780,213 | 749,060 | |||||
Total liabilities and stockholders’ equity | $ | 2,497,414 | $ | 2,468,644 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) | |||||||
Nine Months Ended September 30, | |||||||
2018 | 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 111,324 | $ | 105,519 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 75,146 | 70,289 | |||||
Stock-based compensation expense | 10,304 | 8,777 | |||||
Deferred income taxes | (3,719 | ) | 1,038 | ||||
Other non-cash adjustments—net | 3,286 | 8,860 | |||||
Changes in assets and liabilities | 43,355 | 18,548 | |||||
Net cash provided by operating activities | 239,696 | 213,031 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of fixed assets—net | (62,549 | ) | (63,070 | ) | |||
Payments and settlements for acquisitions—net of cash acquired | (51,744 | ) | (17,526 | ) | |||
Net cash used in investing activities | (114,293 | ) | (80,596 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Revolving credit facility—net | (33,100 | ) | (10,500 | ) | |||
Principal payments of long-term debt | (8,063 | ) | (5,375 | ) | |||
Payments for debt issuance costs | (292 | ) | (1,314 | ) | |||
Purchase of treasury stock | (85,725 | ) | (74,935 | ) | |||
Taxes paid related to the net share settlement of stock options and restricted stock | (7,452 | ) | (25,830 | ) | |||
Proceeds from issuance of common stock upon exercise of options | 14,893 | 18,709 | |||||
Proceeds from issuance of restricted stock | 4,457 | 4,363 | |||||
Payments of contingent consideration for acquisitions | (2,965 | ) | (185 | ) | |||
Net cash used in financing activities | (118,247 | ) | (95,067 | ) | |||
Effect of exchange rates on cash, cash equivalents and restricted cash | (271 | ) | 2,084 | ||||
Net increase in cash, cash equivalents and restricted cash | 6,885 | 39,452 | |||||
Cash, cash equivalents and restricted cash—beginning of period (1) | 36,570 | 16,055 | |||||
Cash, cash equivalents and restricted cash—end of period (1) | $ | 43,455 | $ | 55,507 |
(1) | Upon adoption of Accounting Standards Update No. 2016-18, Restricted Cash, the Company changed the presentation of the condensed consolidated statements 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 deposits associated with the Company’s wholly-owned captive insurance company and cash deposits that guarantee letters of credit. Restricted cash is recorded in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets and totaled $22.2 million at September 30, 2018 and $13.3 million at December 31, 2017. |
Full service center-based child care | Back-up dependent care | Educational advisory services | Total | ||||||||||||
Three Months Ended September 30, 2018 | |||||||||||||||
Revenue | $ | 387,048 | $ | 66,484 | $ | 18,053 | $ | 471,585 | |||||||
Income from operations | 34,006 | 16,941 | 4,513 | 55,460 | |||||||||||
Adjusted income from operations | 34,006 | 16,941 | 4,513 | 55,460 | |||||||||||
Three Months Ended September 30, 2017 | |||||||||||||||
Revenue | $ | 358,094 | $ | 60,085 | $ | 15,137 | $ | 433,316 | |||||||
Income from operations | 24,742 | 15,886 | 4,335 | 44,963 | |||||||||||
Adjusted income from operations (1) | 28,413 | 15,886 | 4,335 | 48,634 |
(1) | Adjusted income from operations represents income from operations excluding expenses incurred in connection with the disposition of our remaining assets in Ireland, which have been allocated to the full service center-based child care segment. |
Full service center-based child care | Back-up dependent care | Educational advisory services | Total | ||||||||||||
Nine Months Ended September 30, 2018 | |||||||||||||||
Revenue | $ | 1,193,794 | $ | 179,985 | $ | 51,162 | $ | 1,424,941 | |||||||
Income from operations | 115,857 | 47,207 | 12,304 | 175,368 | |||||||||||
Adjusted income from operations (1) | 117,772 | 47,207 | 12,304 | 177,283 | |||||||||||
Nine Months Ended September 30, 2017 | |||||||||||||||
Revenue | $ | 1,094,911 | $ | 164,171 | $ | 41,944 | $ | 1,301,026 | |||||||
Income from operations | 99,921 | 43,794 | 9,458 | 153,173 | |||||||||||
Adjusted income from operations (2) | 105,537 | 43,794 | 9,458 | 158,789 |
(1) | Adjusted income from operations represents income from operations excluding expenses incurred in connection with the May 2018 amendment to the credit agreement, the March 2018 secondary offering, and completed acquisitions, which have been allocated to the full service center-based child care segment. |
(2) | Adjusted income from operations represents income from operations excluding expenses incurred in connection with the disposition of our remaining assets in Ireland, and the May 2017 amendment to the credit agreement and secondary offering, which have been allocated to the full service center-based child care segment. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net income | $ | 33,600 | $ | 31,105 | $ | 111,324 | $ | 105,519 | |||||||
Interest expense—net | 11,795 | 10,824 | 35,459 | 32,252 | |||||||||||
Income tax expense | 10,065 | 3,034 | 28,585 | 15,402 | |||||||||||
Depreciation | 17,060 | 15,494 | 50,669 | 46,048 | |||||||||||
Amortization of intangible assets (a) | 8,153 | 8,191 | 24,477 | 24,241 | |||||||||||
EBITDA | 80,673 | 68,648 | 250,514 | 223,462 | |||||||||||
Additional Adjustments: | |||||||||||||||
Deferred rent (b) | 829 | 1,064 | 1,055 | 3,647 | |||||||||||
Stock-based compensation expense (c) | 3,715 | 3,263 | 10,304 | 8,777 | |||||||||||
Transaction costs (d) | — | 3,671 | 1,915 | 5,616 | |||||||||||
Total adjustments | 4,544 | 7,998 | 13,274 | 18,040 | |||||||||||
Adjusted EBITDA | $ | 85,217 | $ | 76,646 | $ | 263,788 | $ | 241,502 | |||||||
Income from operations | $ | 55,460 | $ | 44,963 | $ | 175,368 | $ | 153,173 | |||||||
Transaction costs (d) | — | 3,671 | 1,915 | 5,616 | |||||||||||
Adjusted income from operations | $ | 55,460 | $ | 48,634 | $ | 177,283 | $ | 158,789 | |||||||
Net income | $ | 33,600 | $ | 31,105 | $ | 111,324 | $ | 105,519 | |||||||
Income tax expense | 10,065 | 3,034 | 28,585 | 15,402 | |||||||||||
Income before income tax | 43,665 | 34,139 | 139,909 | 120,921 | |||||||||||
Stock-based compensation expense (c) | 3,715 | 3,263 | 10,304 | 8,777 | |||||||||||
Amortization of intangible assets (a) | 8,153 | 8,191 | 24,477 | 24,241 | |||||||||||
Transaction costs (d) | — | 3,671 | 1,915 | 5,616 | |||||||||||
Adjusted income before income tax | 55,533 | 49,264 | 176,605 | 159,555 | |||||||||||
Adjusted income tax expense (e) | (12,634 | ) | (12,193 | ) | (40,221 | ) | (41,083 | ) | |||||||
Adjusted net income | $ | 42,899 | $ | 37,071 | $ | 136,384 | $ | 118,472 | |||||||
Weighted average number of common shares—diluted | 58,924,423 | 60,088,078 | 59,044,561 | 60,457,004 | |||||||||||
Diluted adjusted earnings per common share | $ | 0.73 | $ | 0.62 | $ | 2.31 | $ | 1.96 |
Forward Guidance (h) | |||||||
Year Ended December 31, 2018 | |||||||
Low | High | ||||||
Net income | $ | 150,250 | $ | 151,250 | |||
Net income allocated to unvested participating shares | (800 | ) | (800 | ) | |||
Income tax expense (f) | 41,200 | 41,550 | |||||
Income before income tax | 190,650 | 192,000 | |||||
Stock-based compensation expense (c) | 14,250 | 14,250 | |||||
Amortization of intangible assets (a) | 32,400 | 32,800 | |||||
Transaction costs (d) | 1,900 | 1,900 | |||||
Adjusted income before income tax | 239,200 | 240,950 | |||||
Tax impact on adjusted income before income tax (g) | (53,900 | ) | (54,500 | ) | |||
Adjusted net income attributable to common stockholders | $ | 185,300 | $ | 186,450 | |||
Per common share information: | |||||||
Diluted earnings per common share | $ | 2.53 | $ | 2.55 | |||
Income tax expense (f) | 0.70 | 0.70 | |||||
Income before income tax | 3.23 | 3.25 | |||||
Stock-based compensation expense (c) | 0.24 | 0.24 | |||||
Amortization of intangible assets (a) | 0.55 | 0.56 | |||||
Transaction costs (d) | 0.03 | 0.03 | |||||
Tax impact on adjusted income before income tax (g) | (0.91 | ) | (0.92 | ) | |||
Diluted adjusted earnings per common share | $ | 3.14 | $ | 3.16 |
(a) | Represents amortization of intangible assets, including approximately $4.7 million in each quarter of 2018 and 2017, associated with intangible assets recorded in connection with our going private transaction in May 2008. |
(b) | 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. |
(c) | Represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation. |
(d) | Represents transaction costs incurred in connection with the disposition of our remaining assets in Ireland in September 2017, the May 2017 and May 2018 amendments to the credit agreement, the May 2017 and March 2018 secondary offerings, and completed acquisitions. |
(e) | Represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 23% and 25% for 2018 and 2017, respectively. The tax rate for 2018 represents a tax rate of approximately 28% applied to the expected adjusted income before tax for the full year, less the estimated effect of additional excess tax benefits related to equity transactions for the full year 2018, which the Company estimates will be in the range of $11.5 million to $12.5 million. However, the timing, volume and tax benefits associated with such future equity activity will affect these estimates and the estimated effective tax rate for the year. |
(f) | Represents estimated income tax expense using an effective tax rate of approximately 22% for the year ended December 31, 2018, based on projected consolidated income before income tax and including the estimated impact of excess tax benefits related to equity transactions, which the Company estimates in the range of $11.5 million to $12.5 million for the full year in 2018. However, the timing, volume and tax benefits associated with such future equity activity will affect these estimates and the estimated effective tax rate for the year. In addition, the impact of the U.S. Tax Cuts and Jobs Act may differ from these estimates due to, among other things, changes in interpretations, analysis and assumptions made by the Company, additional guidance that may be issued, and tax planning the Company may undertake. |
(g) | Represents estimated tax on adjusted income before income tax using an effective tax rate of approximately 23%. |
(h) | Forward guidance amounts are estimated based on a number of assumptions and actual results could differ materially from the estimates provided herein. |