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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-Q
__________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2021

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)
__________________________________________________
Delaware80-0188269
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification Number)
2 Wells Avenue
Newton, Massachusetts
02459
     (Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (617) 673-8000
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareBFAMNew York Stock Exchange
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      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      No  
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 Exchange Act).    Yes      No  
As of April 30, 2021, there were 61,029,675 shares of common stock outstanding.


Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
FORM 10-Q
For the quarterly period ended March 31, 2021
TABLE OF CONTENTS
Page
2

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2021December 31, 2020
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents$442,124 $384,344 
Accounts receivable — net of allowance for credit losses of $2,168 and $2,357 at March 31, 2021 and December 31, 2020, respectively
166,642 176,617 
Prepaid expenses and other current assets72,608 62,902 
Prepaid income taxes4,780 322 
Total current assets686,154 624,185 
Fixed assets — net622,716 628,757 
Goodwill1,448,923 1,431,967 
Other intangible assets — net268,939 274,620 
Operating lease right-of-use assets713,811 717,821 
Other assets49,122 49,298 
Total assets$3,789,665 $3,726,648 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$10,750 $10,750 
Accounts payable and accrued expenses188,028 194,551 
Current portion of operating lease liabilities87,431 87,181 
Deferred revenue235,336 197,939 
Other current liabilities41,234 40,393 
Total current liabilities562,779 530,814 
Long-term debt — net1,017,784 1,020,137 
Operating lease liabilities724,918 729,754 
Other long-term liabilities115,768 105,980 
Deferred revenue10,241 10,215 
Deferred income taxes47,550 45,951 
Total liabilities2,479,040 2,442,851 
Stockholders’ equity:
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at March 31, 2021 and December 31, 2020
  
     Common stock, $0.001 par value; 475,000,000 shares authorized; 60,726,701 and 60,466,168 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
61 60 
Additional paid-in capital928,761 910,304 
Accumulated other comprehensive loss(25,831)(27,069)
Retained earnings407,634 400,502 
Total stockholders’ equity1,310,625 1,283,797 
Total liabilities and stockholders’ equity$3,789,665 $3,726,648 
See accompanying notes to condensed consolidated financial statements.
3

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended March 31,
20212020
(In thousands, except share data)
Revenue$390,840 $506,323 
Cost of services309,482 397,464 
Gross profit81,358 108,859 
Selling, general and administrative expenses60,110 57,369 
Amortization of intangible assets7,540 8,209 
Income from operations13,708 43,281 
Interest expense — net(9,016)(10,206)
Income before income tax4,692 33,075 
Income tax benefit (expense)2,440 (2,343)
Net income$7,132 $30,732 
Earnings per common share:
Common stock — basic$0.12 $0.53 
Common stock — diluted$0.12 $0.52 
Weighted average common shares outstanding:
Common stock — basic60,594,947 57,930,909 
Common stock — diluted61,325,973 58,878,784 
See accompanying notes to condensed consolidated financial statements.
4

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended March 31,
20212020
(In thousands)
Net income$7,132 $30,732 
Other comprehensive income (loss):
Foreign currency translation adjustments(514)(39,508)
Unrealized gain (loss) on cash flow hedges and investments, net of tax1,752 (4,270)
Total other comprehensive income (loss)1,238 (43,778)
Comprehensive income (loss)$8,370 $(13,046)
See accompanying notes to condensed consolidated financial statements.
5

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Three months ended March 31, 2021
Common StockAdditional
Paid-in
Capital
Treasury Stock, at CostAccumulated
Other
Comprehensive
Income (Loss)
Retained EarningsTotal
Stockholders’
Equity
SharesAmount
(In thousands, except share data)
Balance at January 1, 202160,466,168 $60 $910,304 $ $(27,069)$400,502 $1,283,797 
Stock-based compensation expense5,306 5,306 
Issuance of common stock under the Equity Incentive Plan296,392 1 18,996 18,997 
Shares received in net share settlement of stock option exercises and vesting of restricted stock(35,859)— (5,845)(5,845)
Other comprehensive income1,238 1,238 
Net income7,132 7,132 
Balance at March 31, 202160,726,701 $61 $928,761 $ $(25,831)$407,634 $1,310,625 
Three months ended March 31, 2020
Common StockAdditional
Paid-in
Capital
Treasury Stock, at CostAccumulated
Other
Comprehensive
Income (Loss)
Retained EarningsTotal
Stockholders’
Equity
SharesAmount
(In thousands, except share data)
Balance at January 1, 202057,884,020 $58 $648,031 $ $(50,331)$373,510 $971,268 
Stock-based compensation expense4,283 4,283 
Issuance of common stock under the Equity Incentive Plan298,876 1 12,461 12,462 
Shares received in net share settlement of stock option exercises and vesting of restricted stock(31,429)— (5,231)(5,231)
Purchase of treasury stock(32,208)(32,208)
Retirement of treasury stock(231,313)(1)(32,207)32,208  
Other comprehensive loss(43,778)(43,778)
Net income30,732 30,732 
Balance at March 31, 202057,920,154 $58 $627,337 $ $(94,109)$404,242 $937,528 
See accompanying notes to condensed consolidated financial statements.
6

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
20212020
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$7,132 $30,732 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization27,282 28,221 
Impairment losses on long-lived assets 4,970 
Stock-based compensation expense5,306 4,283 
Deferred income taxes1,016 (5,048)
Other non-cash adjustments — net(964)(691)
Changes in assets and liabilities:
Accounts receivable10,006 (23,421)
Prepaid expenses and other current assets(11,192)(11,422)
Accounts payable and accrued expenses(3,889)24,529 
Income taxes(5,262)1,367 
Deferred revenue37,706 (5,299)
Leases(819)16,839 
Other assets3,660 1,894 
Other current and long-term liabilities(1,687)(2,871)
Net cash provided by operating activities68,295 64,083 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets(17,912)(17,094)
Proceeds from the disposal of fixed assets3,858 4,454 
Proceeds from the maturity of debt securities and sale of other investments6,000 3,247 
Purchases of debt securities and other investments(5,269)(42)
Payments and settlements for acquisitions — net of cash acquired(8,961)(3,529)
Net cash used in investing activities(22,284)(12,964)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility 10,500 
Payments under revolving credit facility (10,500)
Principal payments of long-term debt(2,688)(2,688)
Purchase of treasury stock (32,658)
Proceeds from issuance of common stock upon exercise of options and restricted stock upon purchase22,432 15,962 
Taxes paid related to the net share settlement of stock options and restricted stock(5,845)(5,231)
Payments of contingent consideration for acquisitions (1,088)
Net cash provided by (used in) financing activities13,899 (25,703)
Effect of exchange rates on cash, cash equivalents and restricted cash(539)(1,203)
Net increase in cash, cash equivalents and restricted cash59,371 24,213 
Cash, cash equivalents and restricted cash — beginning of period388,465 31,192 
Cash, cash equivalents and restricted cash — end of period$447,836 $55,405 
See accompanying notes to condensed consolidated financial statements.
7

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Three months ended March 31,
20212020
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents$442,124 $49,230 
Restricted cash and cash equivalents, included in prepaid expenses and other current assets5,712 6,175 
Total cash, cash equivalents and restricted cash — end of period$447,836 $55,405 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments of interest$8,403 $9,535 
Cash payments of income taxes$1,980 $6,026 
Cash paid for amounts included in the measurement of lease liabilities$36,964 $29,130 
NON-CASH TRANSACTIONS:
Fixed asset purchases recorded in accounts payable and accrued expenses$2,556 $3,514 
Contingent consideration issued for acquisitions$6,518 $ 
Operating right-of-use assets obtained in exchange for operating lease liabilities — net$18,412 $56,825 
Restricted stock reclassified from other current liabilities to equity upon vesting $4,178 $4,366 
See accompanying notes to condensed consolidated financial statements.
8

Table of Contents
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization — Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides center-based child care and early education, back-up child and adult/elder care, tuition assistance and student loan repayment program administration, educational advisory services, and other support services for employers and families in the United States, the United Kingdom, the Netherlands, Puerto Rico and India. The Company provides services designed to help families, employers and their employees better integrate work and family life, primarily under multi-year contracts with employers who offer child care, dependent care, and workforce education services, as part of their employee benefits packages in an effort to support employees across life and career stages and improve employee engagement.
Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of March 31, 2021 and the condensed consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the interim periods ended March 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts within the condensed consolidated balance sheet and supplemental statement of cash flows information to conform to the current period presentation.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of March 31, 2021 and the condensed consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the interim periods ended March 31, 2021 and 2020, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
Stockholders Equity — The board of directors of the Company authorized a share repurchase program of up to $300 million of the Company’s outstanding common stock, effective June 12, 2018. The share repurchase program has no expiration date. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, under Rule 10b5-1 plans, or by other means in accordance with federal securities laws. During the three months ended March 31, 2021, there were no share repurchases and at March 31, 2021, $194.9 million remained available under the repurchase program.
On April 21, 2020, the Company completed the issuance and sale of 2,138,580 shares of common stock, par value $0.001 per share, to Durable Capital Master Fund LP at a price of $116.90 per share. The Company subsequently filed a registration statement to register the resale of these shares in accordance with the terms of the purchase agreement. The Company received net proceeds from the offering of $249.8 million.
COVID-19 Pandemic — Since March 2020, the Company's global operations have been significantly impacted by the COVID-19 pandemic. As of March 31, 2021, the Company operated 1,015 child care and early education centers, of which approximately 900 child care and early education centers were open. The Company remains focused on the re-enrollment of its centers and the phased re-opening of the limited number of centers that remain temporarily closed, which the Company expects will continue throughout 2021. The broad and long-term effects of COVID-19, its duration and scope of the ongoing disruption, cannot be predicted. Given these factors, the Company currently expects the effects of COVID-19 to continue to adversely impact the results of its operations for the remainder of 2021.
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Government Support — The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States, which is an economic aid package to help mitigate the impact of the pandemic. Additionally, other foreign governmental legislation that provides relief provisions has been enacted in response to the economic impact of COVID-19. The Company has participated in certain government support programs, including availing itself of certain tax deferrals and tax credits allowed pursuant to the CARES Act in the United States, as well as certain tax deferrals, tax credits, and employee wage support in the United Kingdom. On December 27, 2020, the employee retention tax credit, originally enacted under the CARES Act in the United States, was expanded and extended under the Consolidated Appropriations Act, 2021 (“CAA”) beginning January 1, 2021. The CAA extended the availability of the employee retention tax credit to wages paid through the first two quarters of 2021, among other changes. Governmental support received is recorded on the consolidated statement of income as a reduction to the related expenses that the assistance is intended to defray. During the three months ended March 31, 2021, $9.6 million was recorded as a reduction to cost of services in relation to these benefits. As of March 31, 2021 and December 31, 2020, $13.1 million and $8.4 million was recorded in prepaid expenses and other current assets on the consolidated balance sheet for amounts due from government support programs, respectively. Additionally, the Company had payroll tax deferrals totaling $20.4 million as of March 31, 2021 and December 31, 2020, of which $10.2 million was recorded in accounts payable and accrued expenses and $10.2 million was included in other long-term liabilities.
Recently Adopted Pronouncement — In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard removes certain exceptions to the general principles in Topic 740 and improves the consistent application of U.S. GAAP by clarifying and amending certain areas of the existing guidance. The Company adopted the new guidance on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.
2. REVENUE RECOGNITION
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers into segments and geographical regions. Revenue disaggregated by segment and geographical region was as follows:
Full service
center-based child care
Back-up careEducational
advisory and other services
Total
(In thousands)
Three months ended March 31, 2021
North America$192,454 $71,182 $24,166 $287,802 
Europe97,865 5,173  103,038 
$290,319 $76,355 $24,166 $390,840 
Three months ended March 31, 2020
North America$298,067 $70,557 $20,765 $389,389 
Europe113,324 3,610  116,934 
$411,391 $74,167 $20,765 $506,323 
The classification “North America” is comprised of the Company’s United States, Puerto Rico, and Canada operations and the classification “Europe” includes the United Kingdom, Netherlands, and India operations. During the third quarter of fiscal 2020, the Company divested its child care center business in Canada and ceased to operate its two centers in that geography.
Deferred Revenue
The Company records deferred revenue when payments are received in advance of the Company’s performance under the contract, which is recognized as revenue as the performance obligation is satisfied. During the three months ended March 31, 2021, $107.0 million was recognized as revenue related to the deferred revenue balance recorded at December 31, 2020. During the three months ended March 31, 2020, $123.8 million was recognized as revenue related to the deferred revenue balance recorded at December 31, 2019.
Remaining Performance Obligations
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original contract term of one year or less, or for variable consideration allocated to the unsatisfied performance obligation of a series of services. The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company’s remaining performance obligations not subject to the practical expedients were not material.
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3. LEASES
The Company has operating leases for certain of its full service and back-up child care and early education centers, corporate offices, call centers, and to a lesser extent, various office equipment, in the United States, the United Kingdom, and the Netherlands. Most of the leases expire within 10 to 15 years and many contain renewal options and/or termination provisions. The Company does not have any finance leases as of March 31, 2021.
Lease Expense
The components of lease expense were as follows:
Three months ended March 31,
20212020
(In thousands)
Operating lease expense (1)
$33,625 $33,861 
Variable lease expense (1)
6,942 9,233 
Total lease expense$40,567 $43,094 
(1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented.
Other Information
The weighted average remaining lease term and the weighted average discount rate were as follows:
March 31, 2021December 31, 2020
Weighted average remaining lease term (in years)1010
Weighted average discount rate6.0%6.0%
Maturity of Lease Liabilities
The following table summarizes the maturity of lease liabilities as of March 31, 2021:
Operating Leases
(In thousands)
Remainder of 2021$90,174 
2022132,517 
2023123,996 
2024113,079 
202598,485 
Thereafter532,595 
Total lease payments1,090,846 
Less imputed interest(278,497)
Present value of lease liabilities812,349 
Less current portion of operating lease liabilities
(87,431)
Long-term operating lease liabilities$724,918 
As of March 31, 2021, the Company had entered into additional operating leases that have not yet commenced with total fixed payment obligations of $24.5 million. The leases are expected to commence between the second quarter of fiscal 2021 and the fourth quarter of fiscal 2022 and have initial lease terms of approximately 10 to 15 years.
Lease Modifications
As of March 31, 2021, the Company had deferred lease payments of $3.5 million. The majority of these lease payments are payable over the next year. As of December 31, 2020, the Company had deferred lease payments of $7.7 million.
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4. ACQUISITIONS
The Company’s growth strategy includes expansion through strategic and synergistic acquisitions. The goodwill resulting from these acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company's existing operations, including cost efficiencies and leveraging existing client relationships, as well as from benefits derived from gaining the related assembled workforce.
2021 Acquisitions
During the three months ended March 31, 2021, the Company acquired two centers as well as a camp and back-up care provider in the United States, in two separate business acquisitions, which were each accounted for as a business combination. These businesses were acquired for an aggregate cash consideration of $8.6 million, net of cash acquired of $0.4 million, and consideration payable of $0.6 million. Additionally, the Company is subject to contingent consideration payments for these two acquisitions. Contingent consideration of up to $1.2 million may be payable within one year if certain performance targets are met for one of the acquisitions, and contingent consideration is payable in 2026 based on certain financial metrics for the other acquisition. The Company recorded a preliminary fair value estimate of $6.5 million in relation to these contingent consideration arrangements at acquisition. The Company recorded goodwill of $13.2 million related to the back-up care segment and of $3.7 million related to the full service center-based child care segment, all of which will be deductible for tax purposes. In addition, the Company recorded intangible assets of $1.8 million that will be amortized over five years, as well as fixed assets of $1.5 million in relation to these acquisitions.
The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of March 31, 2021, the purchase price allocations for these acquisitions remain open as the Company gathers additional information regarding the assets acquired and the liabilities assumed, and finalizes its determination of the estimated fair value of the contingent consideration at the date of acquisition. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition, and were not material to the Company’s financial results.
2020 Acquisitions
During the year ended December 31, 2020, the Company acquired two child care centers and the Sittercity business, an online marketplace for families and caregivers, in the United States, in three separate business acquisitions, which were each accounted for as a business combination. These businesses were acquired for cash consideration of $8.1 million, net of cash acquired of $1.3 million, and consideration payable of $0.1 million, and included fixed assets and technology of $4.1 million, as well as a trade name of $0.7 million that will be amortized over five years. The Company recorded goodwill of $2.0 million related to the educational advisory and other services segment and $2.1 million related to the full-service center-based child care segment, all of which will be deductible for tax purposes.
The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of March 31, 2021, the purchase price allocations for two of the 2020 acquisitions remain open as the Company gathers additional information regarding the assets acquired and the liabilities assumed.
During the year ended December 31, 2020, the Company paid $1.2 million for contingent consideration related to acquisitions completed in 2018 and 2019, which had been recorded as a liability at the date of acquisition.
5. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill were as follows:
Full service
center-based
child care
Back-up careEducational
advisory and other services
Total
(In thousands)
Balance at January 1, 2021$1,197,658 $194,616 $39,693 $1,431,967 
Additions from acquisitions3,675 13,239  16,914 
Adjustments to prior year acquisitions  150 150 
Effect of foreign currency translation(302)194  (108)
Balance at March 31, 2021$1,201,031 $208,049 $39,843 $1,448,923 
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The Company also has intangible assets, which consisted of the following at March 31, 2021 and December 31, 2020:
March 31, 2021Weighted average
amortization period
CostAccumulated
amortization
Net carrying
amount
(In thousands)
Definite-lived intangible assets:
Customer relationships14 years$402,872 $(317,979)$84,893 
Trade names6 years12,716 (9,823)2,893 
415,588 (327,802)87,786 
Indefinite-lived intangible assets:
Trade namesN/A181,153 — 181,153 
$596,741 $(327,802)$268,939 
December 31, 2020Weighted average
amortization period
CostAccumulated
amortization
Net carrying
amount
(In thousands)
Definite-lived intangible assets:
Customer relationships14 years$402,319 $(310,587)$91,732 
Trade names6 years11,219 (9,633)1,586 
413,538 (320,220)93,318 
Indefinite-lived intangible assets:
Trade namesN/A181,302 — 181,302 
$594,840 $(320,220)$274,620 
6. CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS
Senior Secured Credit Facilities
The Company’s senior secured credit facilities consist of a secured term loan facility (“term loan facility”) and a $400 million multi-currency revolving credit facility (“revolving credit facility”). The term loan matures on November 7, 2023 and requires quarterly principal payments of $2.7 million, with the remaining principal balance due on November 7, 2023.
Outstanding term loan borrowings were as follows:
March 31, 2021December 31, 2020
(In thousands)
Term loan$1,032,000 $1,034,688 
Deferred financing costs and original issue discount(3,466)(3,801)
Total debt1,028,534 1,030,887 
Less current maturities(10,750)(10,750)
Long-term debt$1,017,784 $1,020,137 
In April and May 2020, the Company amended its existing senior credit facilities to, among other things, increase the borrowing capacity of the revolving credit facility from $225 million to $400 million, modify the interest rates applicable to borrowings outstanding on the revolving credit facility, and modify the terms of the applicable covenants. In conjunction with these credit amendments, the Company incurred $2.8 million in fees that have been capitalized in other assets on the consolidated balance sheet and will be amortized over the remaining life of the revolving credit facility. The revolving credit facility matures on July 31, 2022. There were no borrowings outstanding on the revolving credit facility at March 31, 2021 and December 31, 2020.
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All borrowings under the credit agreement are subject to variable interest. The effective interest rate for the term loan was 2.50% at March 31, 2021 and December 31, 2020, and the weighted average interest rate was 2.50% and 3.42% for the three months ended March 31, 2021 and 2020, respectively, prior to the effects of any interest rate hedge arrangements. The weighted average interest rate for the revolving credit facility was 4.50% and 5.41% for the three months ended March 31, 2021 and 2020, respectively.
All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC, the Company’s wholly-owned subsidiary, and its restricted subsidiaries, to: incur 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 the Company’s subsidiaries; alter the business conducted; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate or merge.
In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp., the Company’s direct subsidiary, to be a passive holding company, subject to certain exceptions. Effective as of April 24, 2020, the revolving credit facility requires Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum first lien gross leverage ratio for four fiscal quarters starting with the second quarter of 2020, followed by a maximum first lien net leverage ratio in the quarters thereafter. The maximum first lien gross leverage ratio was 7.50 to 1.00 for the fiscal quarter ending March 31, 2021. Beginning with the fiscal quarter ending June 30, 2021, the Company will be required to comply with its previous maximum first lien net leverage ratio of 4.25 to 1.00. A breach of the applicable covenant is subject to certain equity cure rights. Prior to the April 2020 credit amendment, the Company was required to comply with a maximum first lien net leverage ratio.
Future principal payments of long-term debt are as follows for the years ending December 31:
Term Loan
(In thousands)
Remainder of 2021$8,062 
202210,750 
20231,013,188 
Total future principal payments$1,032,000 
Derivative Financial Instruments
The Company is subject to interest rate risk as all borrowings under the senior secured credit facilities are subject to variable interest rates. In October 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. 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 as of May 31, 2018, the notional amount is subject to a total 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.
In June 2020, the Company entered into interest rate cap agreements with a total notional value of $800 million, designated and accounted for as cash flow hedges from inception, to provide the Company with interest rate protection in the event the one-month LIBOR rate increases above 1%. Interest rate cap agreements for $300 million notional value have an effective date of June 30, 2020 and expire on October 31, 2023, while interest rate cap agreements for another $500 million notional amount have a forward starting effective date of October 29, 2021, which coincides with the maturity of the interest rate swap agreements, and expire on October 31, 2023.
The interest rate swaps and interest rate caps are recorded on the Company’s consolidated balance sheet at fair value and classified based on the instruments’ maturity dates. The Company records gains and losses resulting from changes in the fair value of the interest rate swaps and interest rate caps to accumulated other comprehensive income or loss. These gains and losses are subsequently reclassified into earnings and recognized to interest expense in the Company’s consolidated statement of income in the period that the hedged interest expense on the term loan facility is recognized. The premium paid for the interest rate cap was recorded as an asset and will be allocated to each of the individual hedged interest payments on the basis of their relative fair values. The change in each respective allocated fair value amount will be reclassified out of accumulated other comprehensive income when each of the hedged forecasted transactions impacts earnings and recognized to interest expense in the Company's consolidated statement of income.
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The fair value of the derivative financial instruments was as follows:
Derivative financial instrumentsConsolidated balance sheet classificationMarch 31, 2021December 31, 2020
(In thousands)
Interest rate swaps - liabilityOther current liabilities$3,353 $4,775 
Interest rate caps - assetOther assets$1,270 $277 
The effect of the derivative financial instruments on other comprehensive income (loss) was as follows:
Derivatives designated as cash flow hedging instrumentsAmount of gain (loss) recognized in other comprehensive income (loss)Consolidated statement of income classificationAmount of net gain (loss) reclassified into earningsTotal effect on other comprehensive income (loss)
(In thousands)(In thousands)
Three months ended March 31, 2021
Cash flow hedges$978 Interest expense — net$(1,450)$2,428 
Income tax effect(261)Income tax expense387 (648)
Net of income taxes$717 $(1,063)$1,780 
Three months ended March 31, 2020
Cash flow hedges$(6,302)Interest expense — net$(285)$(6,017)
Income tax effect1,695 Income tax expense77 1,618 
Net of income taxes$(4,607)$(208)$(4,399)
During the next twelve months, the Company estimates that a net loss of $3.6 million, pre-tax, will be reclassified from accumulated other comprehensive income (loss) and recorded to interest expense related to these derivative financial instruments.
7. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted earnings per share using the two-class method:
Three months ended March 31,
20212020
(In thousands, except share data)
Basic earnings per share:
Net income$7,132 $30,732 
Allocation of net income to common stockholders:
Common stock$7,105 $30,587 
Unvested participating shares27 145 
Net income$7,132 $30,732 
Weighted average common shares outstanding:
Common stock60,594,947 57,930,909 
Unvested participating shares235,184 274,801 
Earnings per common share:
Common stock$0.12 $0.53 
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Three months ended March 31,
20212020
(In thousands, except share data)
Diluted earnings per share:
Earnings allocated to common stock$7,105 $30,587 
Plus: earnings allocated to unvested participating shares27 145 
Less: adjusted earnings allocated to unvested participating shares(27)(143)
Earnings allocated to common stock$7,105 $30,589 
Weighted average common shares outstanding:
Common stock60,594,947 57,930,909 
Effect of dilutive securities731,026 947,875 
Weighted average common shares outstanding — diluted61,325,973 58,878,784 
Earnings per common share:
Common stock$0.12 $0.52 
Options outstanding to purchase 0.8 million and 0.5 million shares of common stock were excluded from diluted earnings per share for the three months ended March 31, 2021 and 2020, respectively, since their effect was anti-dilutive. These options may become dilutive in the future.
8. INCOME TAXES
The Company’s effective income tax rates were (52.0)% and 7.1% for the three months ended March 31, 2021 and 2020, respectively. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income (loss) before income tax, jurisdictional mix of income (loss) before income tax, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as the settlement of foreign, federal and state tax issues and the effects of excess tax benefits associated with the exercise of stock options and vesting of restricted stock, which is included as a reduction of tax expense. During the three months ended March 31, 2021 and 2020, the excess tax benefit from stock-based compensation expense decreased tax expense by $3.9 million and $6.9 million, respectively. For the three months ended March 31, 2021 and 2020, prior to the inclusion of the excess tax benefit and other discrete items, the effective income tax rate approximated 28%.
The Company’s unrecognized tax benefits were $4.1 million at March 31, 2021 and $4.0 million at December 31, 2020, inclusive of interest. The Company expects the unrecognized tax benefits to change over the next twelve months if certain tax matters settle with the applicable taxing jurisdiction during this time frame, or, if the applicable statute of limitations lapses. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $2.8 million.
The Company and its domestic subsidiaries are subject to audit for U.S. federal income tax as well as multiple state jurisdictions. U.S. federal income tax returns are typically subject to examination by the Internal Revenue Service (“IRS”) and the statute of limitations for federal tax returns is three years. The Company’s filings for the tax years 2017 through 2020 are subject to audit based upon the federal statute of limitations.
State income tax returns are generally subject to examination for a period of three to four years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. As of March 31, 2021, there were three income tax audits in process and the tax years from 2016 to 2020 are subject to audit.
The Company is also subject to corporate income tax at its subsidiaries located in the United Kingdom, the Netherlands, India, Ireland, and Puerto Rico. The tax returns for the Company’s subsidiaries located in foreign jurisdictions are subject to examination for periods ranging from one to five years.
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9. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows:
    Level 1 — Fair value is derived using quoted prices from active markets for identical instruments.
    Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets.
    Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses approximates their fair value because of their short-term nature.
Financial instruments that potentially expose the Company to concentrations of credit risk consisted mainly of cash and accounts receivable. The Company mitigates its exposure by maintaining its cash in financial institutions of high credit standing. The Company’s accounts receivable is derived primarily from the services it provides, and the related credit risk is dispersed across many clients in various industries with no single client accounting for more than 10% of the Company's net revenue or accounts receivable. No significant credit concentration risk existed at March 31, 2021.
Long-term Debt — The Company’s long-term debt is recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s long-term debt is based on current bid prices, which approximates carrying value. As such, the Company’s long-term debt was classified as Level 1. The carrying value and estimated fair value of long-term debt were $1.03 billion and $1.02 billion, respectively, as of both March 31, 2021 and December 31, 2020.
Derivative Financial Instruments The Company’s interest rate swap agreements and interest rate cap agreements are recorded at fair value, which were estimated using market-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. Additionally, the fair value of the interest rate swaps and interest rate caps included consideration of credit risk. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA were largely based on observable market data, with the exception of certain assumptions regarding credit worthiness. As the magnitude of the CVA was not a significant component of the fair value of the interest rate swaps and interest rate caps, it was not considered a significant input. The fair value of the interest rate swaps and interest rate caps are classified as Level 2. As of March 31, 2021 and December 31, 2020, the fair value of the interest rate swap agreements was $3.4 million and $4.8 million, respectively, which were recorded in other current liabilities on the consolidated balance sheet. As of March 31, 2021 and December 31, 2020, the fair value of the interest rate cap agreements was $1.3 million and $0.3 million, respectively, which were recorded in other assets on the consolidated balance sheet.
Debt Securities — The Company’s investments in debt securities, which are classified as available-for-sale, consist of U.S. Treasury and U.S. government agency securities and certificate of deposits. These securities are held in escrow by the Company’s wholly-owned captive insurance company and were purchased with restricted cash. As such, these securities are not available to fund the Company’s operations. These securities are recorded at fair value using quoted prices available in active markets and are classified as Level 1. As of March 31, 2021, the fair value of the available-for-sale debt securities was $26.0 million and was classified based on the instruments’ maturity dates, with $21.6 million included in prepaid expenses and other current assets and $4.4 million in other assets on the consolidated balance sheet. As of December 31, 2020, the fair value of the available-for-sale debt securities was $27.9 million, with $21.5 million included in prepaid expenses and other current assets and $6.4 million in other assets on the consolidated balance sheet. At March 31, 2021 and December 31, 2020, the amortized cost was $26.0 million and $27.9 million, respectively. The debt securities held at March 31, 2021 had remaining maturities ranging from less than one year to approximately 1.5 years. Unrealized gains and losses, net of tax, on available-for-sale debt securities were immaterial for the three months ended March 31, 2021 and 2020. The Company did not realize any gains or losses on its debt securities during the three months ended March 31, 2021 and 2020.
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Liabilities for Contingent Consideration The Company is subject to contingent consideration arrangements in connection with certain business combinations. Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration payable for the related business combination and subsequent changes in fair value recorded to selling, general and administrative expenses on the Company’s consolidated statement of income. The fair value of contingent consideration was generally calculated using customary valuation models based on probability-weighted outcomes of meeting certain future performance targets and forecasted results. The key inputs to the valuations are the projections of future financial results in relation to the businesses and the company-specific discount rates. The Company classified the contingent consideration liabilities as a Level 3 fair value measurement due to the lack of observable inputs used in the model. The contingent consideration liabilities outstanding as of March 31, 2021 related to 2019 and 2021 acquisitions. See Note 4, Acquisitions, for additional information.
The following table provides a roll forward of the recurring Level 3 fair value measurements:
Three months ended March 31, 2021
(In thousands)
Balance at January 1, 2021$13,721 
Issuance of contingent consideration in connection with acquisitions6,518 
Foreign currency translation100 
Balance at March 31, 2021$20,339 
Nonrecurring Fair Value Estimates — During the three months ended March 31, 2020, the Company recognized impairment losses of $5.0 million on fixed assets for certain centers. The impairment losses were included in cost of services on the consolidated statement of income, which have been allocated to the full service center-based child care segment. The estimated fair value of the applicable center long-lived assets was based on the fair value of the asset groups, calculated using a discounted cash flow model, with unobservable inputs. The fair value of the fixed assets was insignificant given the current and expected cash flows for these centers. The Company classified the center long-lived assets as a Level 3 fair value measurement due to the lack of observable inputs used in the model.
10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss), which is included as a component of stockholders’ equity, is comprised of foreign currency translation adjustments and unrealized gains (losses) on cash flow hedges and investments, net of tax.
The changes in accumulated other comprehensive income (loss) by component were as follows:
Three months ended March 31, 2021
Foreign currency translation adjustments
(1)
Unrealized gain (loss) on cash flow hedgesUnrealized gain (loss) on investmentsTotal
(In thousands)
Balance at January 1, 2021$(22,332)$(4,785)$48 $(27,069)
Other comprehensive income (loss) before reclassifications — net of tax(127)717 (28)562 
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax387 (1,063)— (676)
Net other comprehensive income (loss)(514)1,780 (28)1,238 
Balance at March 31, 2021$(22,846)$(3,005)$20 $(25,831)
(1)Taxes are not provided for the currency translation adjustments related to the undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested.
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Three months ended March 31, 2020
Foreign currency translation adjustments
(1)
Unrealized gain (loss) on cash flow hedgesUnrealized gain (loss) on investmentsTotal
(In thousands)
Balance at January 1, 2020$(47,835)$(2,566)$70 $(50,331)
Other comprehensive income (loss) before reclassifications — net of tax(39,508)(4,607)129 (43,986)
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax (208)— (208)
Net other comprehensive income (loss)(39,508)(4,399)129 (43,778)
Balance at March 31, 2020$(87,343)$(6,965)$199 $(94,109)
(1)Taxes are not provided for the currency translation adjustments related to the undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested.
11. SEGMENT INFORMATION
The Company’s reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory and other services. The full service center-based child care segment includes the traditional center-based child care and early education, preschool, and elementary education. The Company’s back-up care segment consists of center-based back-up child care, in-home child and adult/elder care, and self-sourced reimbursed care. The Company’s educational advisory and other services segment consists of tuition assistance and student loan repayment program administration, educational consulting services, and college admissions advisory services, and an online marketplace for families and caregivers, which have been aggregated as they do not meet the thresholds for separate disclosure. The Company and its chief operating decision maker evaluate performance based on revenues and income from operations. Intercompany activity is eliminated in the segment results. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no segment asset information is produced or included herein.
Revenue and income from operations by reportable segment were as follows:
Full service
center-based child care
Back-up careEducational
advisory and other services
Total
(In thousands)
Three months ended March 31, 2021
Revenue$290,319 $76,355 $24,166 $390,840 
Income (loss) from operations
(17,967)27,190 4,485 13,708 
Three months ended March 31, 2020
Revenue$411,391 $74,167 $20,765 $506,323 
Income from operations (1)
16,747 22,239 4,295 43,281 
(1)For the three months ended March 31, 2020, income from operations for the full service center-based child care segment included $5.0 million of impairment costs for long-lived assets due to the impact of COVID-19 on the Company’s operations.
12. CONTINGENCIES
Litigation
The Company is a defendant in certain legal matters in the ordinary course of business. Management believes the resolution of such pending legal matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows, although the Company cannot predict the ultimate outcome of any such actions. The Company is currently subject to a governmental investigation and may be subject to one or more potential health and safety charges in the United Kingdom related to an incident at a Company nursery in July 2019. The Company is unable to estimate a range of loss associated with this unasserted matter at this time, but does not expect that this matter will have a material adverse effect on the Company’s consolidated financial position.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 Quarterly Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition and liquidity, the impact of COVID-19 on our near and long- term operations, our expectations around the timing to open temporarily closed centers, permanent center closures, the continued operation of currently open centers, timing to re-enroll and re-ramp centers as well as certain back-up care services, enrollment recovery, our cost management and cost-saving initiatives and capital spending, labor costs, impact of government mandates, continued performance and contributions from our back-up care segment, use of back-up care solutions, access to and impact of government relief and support programs including tax deferrals and credits, leases, lease deferrals and timing for payment, ability to respond to changing market conditions, our growth, our strategies, demand for services, macroeconomic trends, the impact of accounting principles, pronouncements and policies, acquisitions and expected synergies, our fair value estimates, impairment losses, goodwill from business combinations, estimates and impact of equity transactions, unrecognized tax benefits and the impact of uncertain tax positions, our effective tax rate, the outcome of tax audits, settlements and tax liabilities, future impact of excess tax benefits, estimates and adjustments, amortization expense, the impact of foreign currency exchange rates, our credit risk, our share repurchase program, the outcome of litigation, legal proceedings and our insurance coverage, debt securities, our interest rate swaps and caps, interest rates and projections, interest expense, the use of derivatives or other market risk sensitive instruments, our indebtedness, borrowings under our senior credit facility and revolving credit facility, the need for additional debt or equity financings and our ability to obtain such financing, our sources and uses of cash flow, our ability to fund operations, and make capital expenditures and payments with cash and cash equivalents and borrowings, and our ability to meet financial obligations and comply with covenants of our senior credit facility.
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 disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, including with respect to the impacts from the ongoing COVID-19 pandemic, as well as other factors disclosed from time to time in our other filings with the SEC.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution 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 Quarterly 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 Quarterly 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 Quarterly 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.
Overview
The following is a discussion of the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of Bright Horizons Family Solutions Inc. (“we” or the “Company”) for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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We are a leading provider of high-quality education and care, including child care and early education, back-up care and workforce education services that are designed to help client employees better integrate work and family life, as well as grow their careers. We provide services primarily under multi-year contracts with employers who offer child care, back-up care, and educational advisory and other services as part of their employee benefits packages in an effort to support employees across life and career stages and improve employee recruitment, employee engagement, productivity, retention and career advancement. As of March 31, 2021, we had more than 1,300 client relationships with employers across a diverse array of industries, including more than 190 Fortune 500 companies and more than 80 of Working Mother magazine’s 2020 “100 Best Companies.”
At March 31, 2021, we operated 1,015 child care and early education centers, compared to 1,094 centers at March 31, 2020, and had the capacity to serve approximately 114,000 children and their families in the United States, the United Kingdom, the Netherlands, and India. At March 31, 2021, approximately 900, or 90%, of our child care centers were open.
Our reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory and other services, which includes tuition assistance and student loan repayment program administration, workforce education, related educational advising, and college admissions advisory services, and an online marketplace for families and caregivers.
Since March 2020, our global operations have been significantly impacted by the COVID-19 pandemic and the measures to prevent its spread, such as periodically reinstated lockdowns and required business and school closures. We remain focused on the re-enrollment of our centers and the phased re-opening of the limited number of centers that remain temporarily closed, which we expect will continue throughout 2021. The broad and long-term effects of COVID-19, its duration and scope of the ongoing disruption cannot be predicted and is affected by many interdependent variables and decisions by government authorities and our client partners, as well as demand, economic and workforce trends, the adoption and effectiveness of a vaccine, and developments in the persistence and treatment of COVID-19. We cannot anticipate how long it will take for re-opened centers to reach typical enrollment levels and there is no assurance that centers currently open will continue to operate. Additionally, as we continue to analyze the current environment, we may decide to not re-open certain centers in locations where demand, economic and workforce trends have shifted. We currently expect the effects of COVID-19 to our business to continue to adversely impact our results of operations for the remainder of 2021.
We will continue to monitor and respond to the changing conditions, challenges and disruptions resulting from the COVID-19 pandemic, and the changing needs of clients, families and children, while remaining focused on our strategic priorities to deliver high quality education and care services, connect across our service lines, extend our impact on new customers and clients, and preserve our strong culture. These challenging times have demonstrated our crisis management abilities, our critical role in the business continuity plans of our client partners, our leadership in developing and implementing enhanced health and safety protocols, and the value that our unique service offering provides to the families and clients we serve. We remain confident in our business model, the strength of our client partnerships, the strength of our balance sheet and liquidity position, and our ability to continue to respond to changing market conditions.
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Results of Operations
The following table sets forth statement of income data as a percentage of revenue for the three months ended March 31, 2021 and 2020:
Three Months Ended March 31,
2021%2020%
(In thousands, except percentages)
Revenue$390,840 100.0 %$506,323 100.0 %
Cost of services309,482 79.2 %397,464 78.5 %
Gross profit81,358 20.8 %108,859 21.5 %
Selling, general and administrative expenses60,110 15.4 %57,369 11.4 %
Amortization of intangible assets7,540 1.9 %8,209 1.6 %
Income from operations13,708 3.5 %43,281 8.5 %
Interest expense — net(9,016)(2.3)%(10,206)(2.0)%
Income before income tax4,692 1.2 %33,075 6.5 %
Income tax benefit (expense)2,440 0.6 %(2,343)(0.4)%
Net income$7,132 1.8 %$30,732 6.1 %
Adjusted EBITDA (1)
$46,296 11.8 %$81,458 16.1 %
Adjusted income from operations (1)
$13,708 3.5 %$48,954 9.7 %
Adjusted net income (1)
$13,855 3.5 %$43,646 8.6 %
(1)     Adjusted EBITDA, adjusted income from operations and adjusted net income are non-GAAP financial measures and are not determined in accordance with accounting principles generally accepted in the United States (“GAAP”). Refer to “Non-GAAP Financial Measures and Reconciliation” below for a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP and for information regarding our use of non-GAAP measures.
Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020
Revenue. Revenue decreased by $115.5 million, or 23%, to $390.8 million for the three months ended March 31, 2021 from $506.3 million for the same period in 2020. The following table summarizes the revenue and percentage of total revenue for each of our segments for the three months ended March 31, 2021 and 2020:
Three Months Ended March 31,
20212020Change 2021 vs 2020
(In thousands, except percentages)
Full-service center-based child care$290,319 74.3 %$411,391 81.3 %$(121,072)(29.4)%
Tuition250,252 86.2 %372,773 90.6 %(122,521)(32.9)%
Management fees and operating subsidies40,067 13.8 %38,618 9.4 %1,449 3.8 %
Back-up care76,355 19.5 %74,167 14.6 %2,188 3.0 %
Educational advisory and other services24,166 6.2 %20,765 4.1 %3,401 16.4 %
Total revenue$390,840 100.0 %$506,323 100.0 %$(115,483)(22.8)%
Revenue generated by the full service center-based child care segment in the three months ended March 31, 2021 decreased by $121.1 million, or 29%, when compared to the same period in 2020. The decrease was attributable to the continued impact of the COVID-19 pandemic on our operations, the associated reduction in enrollment in our open child care centers and the continued temporary closure of certain child care centers. Tuition revenue decreased by $122.5 million, or 32.9%, when compared to the prior year, on a decrease in enrollment of 35%. As the economy continues to recover, enrollment in our child care centers had modest improvements during the quarter compared to the previous quarter. However, our centers continue to operate below pre-COVID-19 enrollment levels during this re-ramping period. We expect enrollment recovery to continue throughout 2021. Tuition revenue decreases were partially offset by the effect of higher foreign currency exchange rates for our United Kingdom and Netherlands operations, which increased 2021 tuition revenue by approximately 2%, or $7.4 million.