(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1 | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |||
Date: | August 1, 2019 | By: | /s/ Elizabeth Boland |
Elizabeth Boland | |||
Chief Financial Officer |
• | Revenue increased 8% to $528 million |
• | Income from operations increased 16% to $75 million |
• | Net income increased 22% to $49 million and diluted earnings per common share increased 22% to $0.83 |
• | Adjusted income from operations* increased 13% to $75 million |
• | Adjusted EBITDA* increased 11% to $106 million |
• | Adjusted net income* increased 15% to $58 million and diluted adjusted earnings per common share* increased 14% to $0.99 |
• | Revenue growth in 2019 in the range of 8-10% |
• | Net income in the range of $174 million to $176 million and diluted earnings per common share in the range of $2.95 to $2.98 |
• | Adjusted net income in the range of $211 million to $213 million and diluted adjusted earnings per common share in the range of $3.59 to $3.64 |
• | Diluted weighted average shares of approximately 59 million shares |
Investors: | |
Elizabeth Boland | |
Chief Financial Officer - Bright Horizons | |
eboland@brighthorizons.com | |
617-673-8125 | |
Kevin Doherty | |
Managing Director - Solebury Trout | |
kdoherty@soleburytrout.com | |
203-428-3233 | |
Media: | |
Ilene Serpa | |
Vice President - 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 June 30, | |||||||||||||
2019 | % | 2018 | % | ||||||||||
Revenue | $ | 528,060 | 100.0 | % | $ | 489,699 | 100.0 | % | |||||
Cost of services | 388,439 | 73.6 | % | 363,662 | 74.3 | % | |||||||
Gross profit | 139,621 | 26.4 | % | 126,037 | 25.7 | % | |||||||
Selling, general and administrative expenses | 56,491 | 10.7 | % | 53,137 | 10.9 | % | |||||||
Amortization of intangible assets | 8,297 | 1.6 | % | 8,276 | 1.6 | % | |||||||
Income from operations | 74,833 | 14.1 | % | 64,624 | 13.2 | % | |||||||
Interest expense — net | (11,723 | ) | (2.2 | )% | (12,161 | ) | (2.5 | )% | |||||
Income before income tax | 63,110 | 11.9 | % | 52,463 | 10.7 | % | |||||||
Income tax expense | (13,783 | ) | (2.6 | )% | (12,037 | ) | (2.4 | )% | |||||
Net income | $ | 49,327 | 9.3 | % | $ | 40,426 | 8.3 | % | |||||
Earnings per common share: | |||||||||||||
Common stock — basic | $ | 0.85 | $ | 0.70 | |||||||||
Common stock — diluted | $ | 0.83 | $ | 0.68 | |||||||||
Weighted average number of common shares outstanding: | |||||||||||||
Common stock — basic | 57,847,630 | 57,613,596 | |||||||||||
Common stock — diluted | 58,939,763 | 58,761,229 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data) (Unaudited) | |||||||||||||
Six Months Ended June 30, | |||||||||||||
2019 | % | 2018 | % | ||||||||||
Revenue | $ | 1,029,818 | 100.0 | % | $ | 953,356 | 100.0 | % | |||||
Cost of services | 763,250 | 74.1 | % | 713,775 | 74.9 | % | |||||||
Gross profit | 266,568 | 25.9 | % | 239,581 | 25.1 | % | |||||||
Selling, general and administrative expenses | 112,366 | 10.9 | % | 103,349 | 10.8 | % | |||||||
Amortization of intangible assets | 16,459 | 1.6 | % | 16,324 | 1.7 | % | |||||||
Income from operations | 137,743 | 13.4 | % | 119,908 | 12.6 | % | |||||||
Interest expense — net | (23,671 | ) | (2.3 | )% | (23,664 | ) | (2.5 | )% | |||||
Income before income tax | 114,072 | 11.1 | % | 96,244 | 10.1 | % | |||||||
Income tax expense | (22,703 | ) | (2.2 | )% | (18,520 | ) | (1.9 | )% | |||||
Net income | $ | 91,369 | 8.9 | % | $ | 77,724 | 8.2 | % | |||||
Earnings per common share: | |||||||||||||
Common stock — basic | $ | 1.57 | $ | 1.33 | |||||||||
Common stock — diluted | $ | 1.55 | $ | 1.31 | |||||||||
Weighted average number of common shares outstanding: | |||||||||||||
Common stock — basic | 57,763,335 | 57,902,208 | |||||||||||
Common stock — diluted | 58,846,073 | 59,104,631 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) | |||||||
June 30, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 22,656 | $ | 15,450 | |||
Accounts receivable — net | 111,529 | 131,178 | |||||
Prepaid expenses and other current assets | 52,955 | 47,263 | |||||
Total current assets | 187,140 | 193,891 | |||||
Fixed assets — net | 601,271 | 597,141 | |||||
Goodwill | 1,380,211 | 1,347,611 | |||||
Other intangibles — net | 314,351 | 323,035 | |||||
Operating lease right-of-use assets (1) | 666,399 | — | |||||
Other assets | 44,107 | 62,628 | |||||
Total assets | $ | 3,193,479 | $ | 2,524,306 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 10,750 | $ | 10,750 | |||
Borrowings under revolving credit facility | — | 118,200 | |||||
Accounts payable and accrued expenses | 155,036 | 154,195 | |||||
Current portion of operating lease liabilities (1) | 80,723 | — | |||||
Deferred revenue and other current liabilities | 206,816 | 200,640 | |||||
Total current liabilities | 453,325 | 483,785 | |||||
Long-term debt — net | 1,032,459 | 1,036,870 | |||||
Operating lease liabilities (1) | 653,971 | 71,817 | |||||
Deferred income taxes | 73,818 | 71,306 | |||||
Other long-term liabilities | 101,544 | 81,051 | |||||
Total liabilities | 2,315,117 | 1,744,829 | |||||
Total stockholders’ equity | 878,362 | 779,477 | |||||
Total liabilities and stockholders’ equity | $ | 3,193,479 | $ | 2,524,306 |
(1) | The Company adopted Accounting Standards Codification No. 842, Leases (ASC 842), effective January 1, 2019. Upon adoption, the Company recognized operating lease right-of-use assets and liabilities for the rights and obligations created by lease arrangements. Lease obligations associated with deferred rent and lease incentives recorded under previous guidance were reclassified from other current liabilities and operating lease liabilities to the operating lease right-of-use assets. The Company adopted the new lease guidance using the modified retrospective approach and the transition method available in accordance with Accounting Standards Update 2018-11, Leases (Topic 842): Targeted Improvements, which provides the option to use the effective date as the date of initial application of the guidance. As a result, the comparative information for prior periods has not been adjusted and continues to be reported in accordance with the accounting standards in effect for those periods under the previously applicable guidance. |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) | |||||||
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 91,369 | $ | 77,724 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 53,347 | 49,933 | |||||
Stock-based compensation expense | 7,618 | 6,589 | |||||
Deferred income taxes | 3,641 | (2,347 | ) | ||||
Other non-cash adjustments — net | (294 | ) | 1,754 | ||||
Changes in assets and liabilities | 34,930 | 55,126 | |||||
Net cash provided by operating activities | 190,611 | 188,779 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of fixed assets — net | (45,015 | ) | (39,155 | ) | |||
Purchases of investments | (20,024 | ) | — | ||||
Payments and settlements for acquisitions — net of cash acquired | (25,860 | ) | (50,624 | ) | |||
Net cash used in investing activities | (90,899 | ) | (89,779 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Revolving credit facility — net | (117,858 | ) | (14,800 | ) | |||
Principal payments of long-term debt | (5,375 | ) | (5,375 | ) | |||
Payments for debt issuance costs | — | (292 | ) | ||||
Purchase of treasury stock | (690 | ) | (85,725 | ) | |||
Taxes paid related to the net share settlement of stock options and restricted stock | (5,540 | ) | (7,074 | ) | |||
Proceeds from issuance of common stock upon exercise of options and restricted stock upon purchase | 17,085 | 16,118 | |||||
Payments of contingent consideration for acquisitions | — | (2,615 | ) | ||||
Net cash used in financing activities | (112,378 | ) | (99,763 | ) | |||
Effect of exchange rates on cash, cash equivalents and restricted cash | 414 | 530 | |||||
Net decrease in cash, cash equivalents and restricted cash | (12,252 | ) | (233 | ) | |||
Cash, cash equivalents and restricted cash — beginning of period | 38,478 | 36,570 | |||||
Cash, cash equivalents and restricted cash — end of period | $ | 26,226 | $ | 36,337 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. SEGMENT INFORMATION (In thousands) (Unaudited) | |||||||||||||||
Full service center-based child care | Back-up care | Educational advisory services | Total | ||||||||||||
Three Months Ended June 30, 2019 | |||||||||||||||
Revenue | $ | 438,580 | $ | 70,049 | $ | 19,431 | $ | 528,060 | |||||||
Income from operations | 51,827 | 18,434 | 4,572 | 74,833 | |||||||||||
Adjusted income from operations | 51,827 | 18,434 | 4,572 | 74,833 | |||||||||||
Three Months Ended June 30, 2018 | |||||||||||||||
Revenue | $ | 414,121 | $ | 58,822 | $ | 16,756 | $ | 489,699 | |||||||
Income from operations | 44,940 | 16,141 | 3,543 | 64,624 | |||||||||||
Adjusted income from operations (1) | 46,527 | 16,141 | 3,543 | 66,211 |
(1) | Adjusted income from operations represents income from operations excluding expenses incurred in connection with the May 2018 amendment to the credit agreement and completed acquisitions, which have been allocated to the full service center-based child care segment. |
Full service center-based child care | Back-up care | Educational advisory services | Total | ||||||||||||
Six Months Ended June 30, 2019 | |||||||||||||||
Revenue | $ | 856,900 | $ | 134,743 | $ | 38,175 | $ | 1,029,818 | |||||||
Income from operations | 93,357 | 35,551 | 8,835 | 137,743 | |||||||||||
Adjusted income from operations (1) | 93,357 | 35,984 | 8,835 | 138,176 | |||||||||||
Six Months Ended June 30, 2018 | |||||||||||||||
Revenue | $ | 806,746 | $ | 113,501 | $ | 33,109 | $ | 953,356 | |||||||
Income from operations | 81,851 | 30,266 | 7,791 | 119,908 | |||||||||||
Adjusted income from operations (2) | 83,766 | 30,266 | 7,791 | 121,823 |
(1) | Adjusted income from operations represents income from operations excluding expenses incurred in connection with completed acquisitions, which have been allocated to the back-up care segment. |
(2) | 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. |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. NON-GAAP RECONCILIATIONS (In thousands, except share data) (Unaudited) | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | 49,327 | $ | 40,426 | $ | 91,369 | $ | 77,724 | |||||||
Interest expense — net | 11,723 | 12,161 | 23,671 | 23,664 | |||||||||||
Income tax expense | 13,783 | 12,037 | 22,703 | 18,520 | |||||||||||
Depreciation | 18,588 | 16,974 | 36,888 | 33,609 | |||||||||||
Amortization of intangible assets (a) | 8,297 | 8,276 | 16,459 | 16,324 | |||||||||||
EBITDA | 101,718 | 89,874 | 191,090 | 169,841 | |||||||||||
Additional Adjustments: | |||||||||||||||
Non-cash operating lease expense (b) | (345 | ) | 218 | 582 | 226 | ||||||||||
Stock-based compensation expense (c) | 4,512 | 3,698 | 7,618 | 6,589 | |||||||||||
Transaction costs (d) | — | 1,587 | 433 | 1,915 | |||||||||||
Total adjustments | 4,167 | 5,503 | 8,633 | 8,730 | |||||||||||
Adjusted EBITDA | $ | 105,885 | $ | 95,377 | $ | 199,723 | $ | 178,571 | |||||||
Income from operations | $ | 74,833 | $ | 64,624 | $ | 137,743 | $ | 119,908 | |||||||
Transaction costs (d) | — | 1,587 | 433 | 1,915 | |||||||||||
Adjusted income from operations | $ | 74,833 | $ | 66,211 | $ | 138,176 | $ | 121,823 | |||||||
Net income | $ | 49,327 | $ | 40,426 | $ | 91,369 | $ | 77,724 | |||||||
Income tax expense | 13,783 | 12,037 | 22,703 | 18,520 | |||||||||||
Income before income tax | 63,110 | 52,463 | 114,072 | 96,244 | |||||||||||
Stock-based compensation expense (c) | 4,512 | 3,698 | 7,618 | 6,589 | |||||||||||
Amortization of intangible assets (a) | 8,297 | 8,276 | 16,459 | 16,324 | |||||||||||
Transaction costs (d) | — | 1,587 | 433 | 1,915 | |||||||||||
Adjusted income before income tax | 75,919 | 66,024 | 138,582 | 121,072 | |||||||||||
Adjusted income tax expense (e) | (17,461 | ) | (15,119 | ) | (32,312 | ) | (27,587 | ) | |||||||
Adjusted net income | $ | 58,458 | $ | 50,905 | $ | 106,270 | $ | 93,485 | |||||||
Weighted average number of common shares — diluted | 58,939,763 | 58,761,229 | 58,846,073 | 59,104,631 | |||||||||||
Diluted adjusted earnings per common share | $ | 0.99 | $ | 0.87 | $ | 1.81 | $ | 1.58 |
BRIGHT HORIZONS FAMILY SOLUTIONS INC. NON-GAAP RECONCILIATIONS (In thousands, except share data) (Unaudited) | |||||||||||||||
Forward Guidance (h) | |||||||||||||||
Three Months Ended September 30, 2019 | Year Ended December 31, 2019 | ||||||||||||||
Low | High | Low | High | ||||||||||||
Net income | $ | 39,000 | $ | 39,750 | $ | 174,400 | $ | 176,000 | |||||||
Net income allocated to unvested participating shares | (200 | ) | (200 | ) | (800 | ) | (800 | ) | |||||||
Income tax expense (f) | 13,100 | 13,400 | 50,300 | 51,000 | |||||||||||
Income before income tax | 51,900 | 52,950 | 223,900 | 226,200 | |||||||||||
Stock-based compensation expense (c) | 4,800 | 5,200 | 17,250 | 17,750 | |||||||||||
Amortization of intangible assets (a) | 8,200 | 8,500 | 32,800 | 33,300 | |||||||||||
Transaction costs (d) | — | — | 400 | 400 | |||||||||||
Adjusted income before income tax | 64,900 | 66,650 | 274,350 | 277,650 | |||||||||||
Tax impact on adjusted income before income tax (g) | (15,000 | ) | (15,400 | ) | (63,200 | ) | (64,200 | ) | |||||||
Adjusted net income attributable to common stockholders | $ | 49,900 | $ | 51,250 | $ | 211,150 | $ | 213,450 | |||||||
Per common share information: | |||||||||||||||
Diluted earnings per common share | $ | 0.66 | $ | 0.67 | $ | 2.95 | $ | 2.98 | |||||||
Income tax expense (f) | 0.22 | 0.23 | 0.85 | 0.87 | |||||||||||
Income before income tax | 0.88 | 0.90 | 3.80 | 3.85 | |||||||||||
Stock-based compensation expense (c) | 0.08 | 0.09 | 0.29 | 0.30 | |||||||||||
Amortization of intangible assets (a) | 0.14 | 0.14 | 0.56 | 0.57 | |||||||||||
Transaction costs (d) | — | — | 0.01 | 0.01 | |||||||||||
Tax impact on adjusted income before income tax (g) | (0.25 | ) | (0.26 | ) | (1.07 | ) | (1.09 | ) | |||||||
Diluted adjusted earnings per common share | $ | 0.85 | $ | 0.87 | $ | 3.59 | $ | 3.64 |
(a) | Represents amortization of intangible assets, including $4.7 million each quarter associated with intangible assets recorded in connection with our going private transaction in May 2008. |
(b) | Represents the excess of lease expense over cash lease expense. |
(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 completed acquisitions, the March 2018 secondary offering, and the May 2018 amendment to the credit agreement. |
(e) | Represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 23% for both 2019 and 2018. The tax rate for 2019 represents a tax rate of approximately 26% applied to the expected adjusted income before income tax for the full year, less the estimated effect of excess tax benefits related to equity transactions for the full year 2019, which the Company estimates will be in the range of $8 million to $10 million. However, the timing and volume of the 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 calculated using an effective tax rate of approximately 23% for the year ended December 31, 2019, based on projected income before income tax, less the estimated impact of excess tax benefits related to equity transactions, which the Company estimates in the range of $8 million to $10 million for the full year in 2019. However, the timing and volume of the tax benefits associated with such future equity activity will affect these estimates and the estimated effective tax rate for the year. |
(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. |