UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 13, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (617 ) 673-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02 | Results of Operations and Financial Condition | ||||
On February 13, 2024, Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2023 and provided financial guidance for the year 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Effective January 1, 2024, Bright Horizons realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. The Company’s Back-up Care segment will now include the Sittercity operations, which were previously reported in the Educational Advisory and Other Services segment.
Recast segment revenue, income from operations and adjusted income from operations for the quarterly periods in the year ended December 31, 2023 are included in Exhibit 99.2 to assist investors when reviewing financial results in 2024. The recast of previously issued financial information does not represent a restatement of previously issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.
The information contained in this Item, including Exhibits 99.1 and 99.2, each attached hereto, are being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |||||||||||
| Date: | February 13, 2024 | By: | /s/ Elizabeth Boland | ||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Bright Horizons Family Solutions Reports Fourth Quarter and Full Year 2023 Financial Results
NEWTON, MA - (BUSINESS WIRE) - February 13, 2024 - Bright Horizons Family Solutions® Inc. (NYSE: BFAM) today announced financial results for the fourth quarter and full year of 2023 and provided guidance for 2024. Bright Horizons is a leading provider of high-quality early education and child care, family care solutions, and workforce education services designed to support working families and client employees across life and career stages.
Fourth Quarter 2023 Highlights (compared to Fourth Quarter 2022):
•Revenue of $616 million (increase of 16%)
•Income from operations of $28 million (decrease of 29%)
•Net income of $6 million and diluted earnings per common share of $0.09 (decreases of 69% and 71%, respectively)
Non-GAAP measures:
•Adjusted income from operations* of $64 million (increase of 15%)
•Adjusted EBITDA* of $99 million (increase of 10%)
•Adjusted net income* of $48 million and diluted adjusted earnings per common share* of $0.83 (increases of 9% and 8%, respectively)
Year Ended December 31, 2023 Highlights (compared to Year Ended December 31, 2022):
•Revenue of $2 billion (increase of 20%)
•Income from operations of $171 million (increase of 9%)
•Net income of $74 million and diluted earnings per common share of $1.28 (decreases of 8% and 7%, respectively)
Non-GAAP measures:
•Adjusted income from operations* of $213 million (increase of 16%)
•Adjusted EBITDA* of $352 million (increase of 11%)
•Adjusted net income* of $164 million and diluted adjusted earnings per common share* of $2.84 (increases of 8% and 9%, respectively)
“I am pleased to report solid financial results for the fourth quarter of 2023,” said Stephen Kramer, Chief Executive Officer. “Performance in our Full Service segment was strong, with continued enrollment gains and 15% revenue growth, while our Back-Up Care segment well outpaced our expectations growing revenue 24% year-over-year in the fourth quarter and surpassing $500 million in 2023. We closed out the year on a positive note and I am encouraged by our recent performance and the opportunity for growth as we look ahead to 2024.”
Fourth Quarter 2023 Results
Revenue increased $86.1 million, or 16%, in the fourth quarter of 2023, from the fourth quarter of 2022, based on enrollment gains and price increases at our centers, as well as expanded sales and increased utilization of back-up care.
Income from operations was $28.2 million for the fourth quarter of 2023 compared to $39.6 million for the fourth quarter of 2022, a decrease of 29%. The decrease in income from operations is primarily related to incremental impairment losses of $21.8 million, as well as reduced funding from pandemic-related government support programs, partially offset by incremental gross profit contributions from enrollment growth and price increases in our full service child care centers, and higher utilization of back-up care services. Net income was $5.5 million for the fourth quarter of 2023 compared to $18.0 million for the fourth quarter of 2022, a decrease of 69%, due to the decrease in income from operations noted above, higher interest expense and a higher effective tax rate. Diluted earnings per common share was $0.09 for the fourth quarter of 2023 compared to $0.31 for the fourth quarter of 2022.
In the fourth quarter of 2023, adjusted EBITDA* increased by $8.7 million, or 10%, to $99.2 million, and adjusted income from operations* increased by $8.1 million, or 15%, to $63.6 million from the fourth quarter of 2022, due to contributions from the full service center-based child care and back-up care segments. Adjusted net income* increased by $3.8 million, or 9%, to $48.0 million, as a result of the increase in adjusted income from operations, partially offset by higher interest expense and a higher effective tax rate. Diluted adjusted earnings per common share* was $0.83 for the fourth quarter of 2023 compared to $0.77 in the same period in 2022.
As of December 31, 2023, the Company had more than 1,450 client relationships with employers across a diverse array of industries, and operated 1,049 early education and child care centers with the capacity to serve approximately 120,000 children and their families.
*Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are non-GAAP measures. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, stock-based compensation expense, and non-recurring costs, such as impairment losses, value-added tax expense related to prior periods, transaction costs, loss on foreign currency forward contracts, and net costs incurred in relation to a cybersecurity incident. Adjusted income from operations represents income from operations before non-recurring costs, such as impairment losses, value-added tax expense related to prior periods, transaction costs, and net costs incurred in relation to a cybersecurity incident. Adjusted net income represents net income determined in accordance with GAAP, adjusted for stock-based compensation expense, amortization, and non-recurring costs, such as impairment losses, value-added tax expense related to prior periods, transaction costs, loss on foreign currency forward contracts, net costs incurred in relation to a cybersecurity incident, and interest on deferred consideration. Diluted adjusted earnings per common share is calculated using adjusted net income. These non-GAAP measures are more fully described and are reconciled from the respective most directly comparable measure determined under GAAP in “Presentation of Non-GAAP Measures” and the attached table “Bright Horizons Family Solutions Inc. Non-GAAP Reconciliations,” respectively.
Balance Sheet and Liquidity
At December 31, 2023, the Company had $71.6 million of cash and cash equivalents and $380.7 million available for borrowing under our revolving credit facility. In the year ended December 31, 2023, we generated approximately $256.1 million of cash from operations, compared to $188.5 million for the same period in 2022, and made net investments primarily in fixed assets and acquisitions totaling $126.9 million, compared to $278.0 million for the same period in the prior year.
2024 Outlook
Based on current trends and expectations, we currently expect fiscal year 2024 revenue to be in the range of $2.6 billion to $2.7 billion and diluted adjusted earnings per common share to be in the range of $3.00 to $3.20. The Company will provide additional information on its outlook during its earnings conference call.
Conference Call
Bright Horizons Family Solutions will host an investor conference call today at 5:00 pm ET to discuss the results for the fourth quarter of 2023, as well as the Company’s updated business outlook, strategy and operating expectations. Interested parties are invited to listen to the conference call by dialing 1-877-407-9039 or, for international callers, 1-201-689-8470, and asking for the Bright Horizons Family Solutions conference call moderated by Chief Executive Officer Stephen Kramer. Replays of the entire call will be available through March 5, 2024 at 1-844-512-2921 or, for international callers, at 1-412-317-6671, conference ID #13736589. A link to the audio webcast of the conference call and a copy of this press release are also available through the Investor Relations section of the Company’s web site, www.brighthorizons.com.
Forward-Looking Statements
This press release includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results may vary significantly from the results anticipated in these forward-looking statements, which 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, including statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, operating expectations, impact of our services and solutions, business trends, our future growth opportunities, enrollment and occupancy levels, back-up care utilization, long-term growth strategy, estimated effective tax rate, tax expense, our future business and financial performance, and our 2024 financial guidance. 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. The Company believes that these risks and uncertainties include, but are not limited to, changes in the demand for child care, dependent care and other workplace solutions, including variations in enrollment trends and lower than expected demand from employer sponsor clients as well as variations in workforce demographics and work environments; the constrained labor market for teachers and staff and ability to hire and retain talent, including the impact of increased compensation and labor costs; the availability or lack of government support and impact of government child care benefit programs; our ability to respond to changing client and customer needs; the possibility that acquisitions may disrupt our operations and expose us to additional risk; our ability to pass on our increased costs; our indebtedness and the terms of such indebtedness; our ability to withstand seasonal fluctuations in the demand for our services; our ability to implement our growth strategies successfully; changes in general economic, political, business and financial market conditions, including the impact of inflation and interest rate fluctuations; fluctuations in currency exchange rates; the effects of a cyber-attack, data breach or other security incident on our information technology system or software or those of our third party vendors; changes in tax rates or policies; impacts to our brand or reputation; and other risks and uncertainties more fully described in the “Risk Factors” section of our Annual Report on Form 10-K filed on February 28, 2023, and other factors disclosed from time to time in our other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the time of this release and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.
Presentation of Non-GAAP Measures
In addition to the results provided in accordance with accounting principles generally accepted in the United States (“GAAP”) throughout this press release, the Company has provided certain non-GAAP financial measures that present operating results on a basis adjusted for certain items. The Company uses these non-GAAP financial measures as key performance indicators for the purpose of evaluating performance internally, and in connection with determining incentive compensation for Company management, including executive officers. Adjusted EBITDA is also used in connection with the determination of certain ratio requirements under our credit agreement. We believe these non-GAAP measures provide investors with useful information with respect to our historical operations. These non-GAAP measures are not intended to replace, and should not be considered superior to, the presentation of our financial results in accordance with GAAP. The use of the terms adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.
With respect to our outlook for diluted adjusted earnings per common share, we do not provide the most directly comparable GAAP financial measure or corresponding reconciliation to such GAAP financial measure on a forward-looking basis. We are unable to predict with reasonable certainty and without unreasonable effort certain items such as the timing and amount of future impairments, net excess income tax benefits, transaction costs, and other non-recurring costs, as well as the outcome from legal proceedings. These items are uncertain, depend on various factors outside our management’s control, and could significantly impact, either individually or in the aggregate, our future period earnings per common share as calculated and presented in accordance with GAAP.
For more information regarding adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share, refer to the reconciliation of GAAP financial measures to the non-GAAP financial measures in the attached table “Bright Horizons Family Solutions Inc. Non-GAAP Reconciliations.”
About Bright Horizons Family Solutions Inc.
Bright Horizons® is a leading global provider of high-quality early education and child care, back-up care, and workforce education services. For more than 35 years, we have partnered with employers to support workforces by providing services that help working families and employees thrive personally and professionally. Bright Horizons operates approximately 1,050 early education and child care centers in the United States, the United Kingdom, the Netherlands, Australia and India, and serves more than 1,450 of the world’s leading employers. Bright Horizons’ early education and child care centers, back-up child and elder care, and workforce education programs help employees succeed at each life and career stage. For more information, go to www.brighthorizons.com.
Contacts:
| Investors: | |||||
| Elizabeth Boland | |||||
| Chief Financial Officer - Bright Horizons | |||||
| eboland@brighthorizons.com | |||||
| 617-673-8125 | |||||
| Michael Flanagan | |||||
| Vice President - Investor Relations - Bright Horizons | |||||
| michael.flanagan@brighthorizons.com | |||||
| 617-673-8720 | |||||
| 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 December 31, | |||||||||||||||||||||||
| 2023 | % | 2022 | % | ||||||||||||||||||||
| Revenue | $ | 615,648 | 100.0 | % | $ | 529,522 | 100.0 | % | |||||||||||||||
| Cost of services | 499,746 | 81.2 | % | 418,262 | 79.0 | % | |||||||||||||||||
| Gross profit | 115,902 | 18.8 | % | 111,260 | 21.0 | % | |||||||||||||||||
| Selling, general and administrative expenses | 79,145 | 12.9 | % | 62,925 | 11.9 | % | |||||||||||||||||
| Amortization of intangible assets | 8,517 | 1.3 | % | 8,785 | 1.7 | % | |||||||||||||||||
| Income from operations | 28,240 | 4.6 | % | 39,550 | 7.4 | % | |||||||||||||||||
| Interest expense — net | (14,252) | (2.3) | % | (12,791) | (2.4) | % | |||||||||||||||||
| Income before income tax | 13,988 | 2.3 | % | 26,759 | 5.0 | % | |||||||||||||||||
| Income tax expense | (8,464) | (1.4) | % | (8,717) | (1.6) | % | |||||||||||||||||
| Net income | $ | 5,524 | 0.9 | % | $ | 18,042 | 3.4 | % | |||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Common stock — basic | $ | 0.10 | $ | 0.31 | |||||||||||||||||||
| Common stock — diluted | $ | 0.09 | $ | 0.31 | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Common stock — basic | 57,791,646 | 57,506,602 | |||||||||||||||||||||
| Common stock — diluted | 58,069,824 | 57,554,377 | |||||||||||||||||||||
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
(Unaudited)
| Years Ended December 31, | |||||||||||||||||||||||
| 2023 | % | 2022 | % | ||||||||||||||||||||
| Revenue | $ | 2,418,257 | 100.0 | % | $ | 2,020,487 | 100.0 | % | |||||||||||||||
| Cost of services | 1,886,533 | 78.0 | % | 1,541,834 | 76.3 | % | |||||||||||||||||
| Gross profit | 531,724 | 22.0 | % | 478,653 | 23.7 | % | |||||||||||||||||
| Selling, general and administrative expenses | 327,068 | 13.5 | % | 289,156 | 14.3 | % | |||||||||||||||||
| Amortization of intangible assets | 33,415 | 1.4 | % | 31,912 | 1.6 | % | |||||||||||||||||
| Income from operations | 171,241 | 7.1 | % | 157,585 | 7.8 | % | |||||||||||||||||
| Loss on foreign currency forward contracts | — | — | % | (5,917) | (0.3) | % | |||||||||||||||||
| Interest expense — net | (51,609) | (2.2) | % | (39,486) | (1.9) | % | |||||||||||||||||
| Income before income tax | 119,632 | 4.9 | % | 112,182 | 5.6 | % | |||||||||||||||||
| Income tax expense | (45,409) | (1.8) | % | (31,541) | (1.6) | % | |||||||||||||||||
| Net income | $ | 74,223 | 3.1 | % | $ | 80,641 | 4.0 | % | |||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Common stock — basic | $ | 1.28 | $ | 1.38 | |||||||||||||||||||
| Common stock — diluted | $ | 1.28 | $ | 1.37 | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Common stock — basic | 57,717,102 | 58,344,817 | |||||||||||||||||||||
| Common stock — diluted | 57,932,574 | 58,490,652 | |||||||||||||||||||||
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 71,568 | $ | 36,224 | |||||||
| Accounts receivable — net | 281,710 | 217,170 | |||||||||
| Prepaid expenses and other current assets | 93,621 | 94,316 | |||||||||
| Total current assets | 446,899 | 347,710 | |||||||||
| Fixed assets — net | 579,296 | 571,471 | |||||||||
| Goodwill | 1,786,405 | 1,727,852 | |||||||||
| Other intangible assets — net | 216,576 | 245,574 | |||||||||
| Operating lease right-of-use assets | 774,703 | 801,626 | |||||||||
| Other assets | 92,265 | 104,636 | |||||||||
| Total assets | $ | 3,896,144 | $ | 3,798,869 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 18,500 | $ | 16,000 | |||||||
| Borrowings under revolving credit facility | — | 84,000 | |||||||||
| Accounts payable and accrued expenses | 259,077 | 230,634 | |||||||||
| Current portion of operating lease liabilities | 100,387 | 94,092 | |||||||||
| Deferred revenue | 272,891 | 222,994 | |||||||||
| Other current liabilities | 148,578 | 138,574 | |||||||||
| Total current liabilities | 799,433 | 786,294 | |||||||||
| Long-term debt — net | 944,264 | 961,581 | |||||||||
| Operating lease liabilities | 796,701 | 810,403 | |||||||||
| Deferred income taxes | 33,155 | 50,739 | |||||||||
| Other long-term liabilities | 109,915 | 109,399 | |||||||||
| Total liabilities | 2,683,468 | 2,718,416 | |||||||||
| Total stockholders’ equity | 1,212,676 | 1,080,453 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,896,144 | $ | 3,798,869 | |||||||
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 74,223 | $ | 80,641 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 110,681 | 106,142 | |||||||||
| Stock-based compensation expense | 28,834 | 28,111 | |||||||||
| Impairment losses | 35,903 | 14,061 | |||||||||
| Loss on foreign currency forward contracts | — | 5,917 | |||||||||
| Deferred income taxes | (11,716) | (9,644) | |||||||||
| Non-cash interest and other — net | 12,496 | 3,419 | |||||||||
| Changes in assets and liabilities | 5,719 | (40,176) | |||||||||
| Net cash provided by operating activities | 256,140 | 188,471 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of fixed assets — net | (90,795) | (60,009) | |||||||||
| Proceeds from the maturity of debt securities and sale of other investments | 19,538 | 23,392 | |||||||||
| Purchases of debt securities and other investments | (16,050) | (25,106) | |||||||||
| Payments and settlements for acquisitions — net of cash acquired | (39,629) | (210,409) | |||||||||
| Settlement of foreign currency forward contracts | — | (5,917) | |||||||||
| Net cash used in investing activities | (126,936) | (278,049) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Revolving credit facility — net | (84,000) | 84,000 | |||||||||
| Principal payments of long-term debt | (16,000) | (16,000) | |||||||||
| Proceeds from issuance of common stock upon exercise of options and restricted stock upon purchase | 11,184 | 13,235 | |||||||||
| Taxes paid related to the net share settlement of stock options and restricted stock | (2,592) | (6,138) | |||||||||
| Purchase of treasury stock | — | (182,570) | |||||||||
| Payments of contingent consideration for acquisitions | (225) | (13,865) | |||||||||
| Net cash used in financing activities | (91,633) | (121,338) | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (14) | (2,471) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 37,557 | (213,387) | |||||||||
| Cash, cash equivalents and restricted cash — beginning of year | 51,894 | 265,281 | |||||||||
| Cash, cash equivalents and restricted cash — end of year | $ | 89,451 | $ | 51,894 | |||||||
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| Full service center-based child care | Back-up care | Educational advisory and other services | Total | ||||||||||||||||||||
| Three months ended December 31, 2023 | |||||||||||||||||||||||
| Revenue | $ | 447,146 | $ | 134,558 | $ | 33,944 | $ | 615,648 | |||||||||||||||
| Income (loss) from operations | (19,097) | 37,428 | 9,909 | 28,240 | |||||||||||||||||||
Adjusted income from operations (1) | 12,661 | 40,991 | 9,909 | 63,561 | |||||||||||||||||||
| As a percentage of revenue | 3 | % | 30 | % | 29 | % | 10 | % | |||||||||||||||
| Three months ended December 31, 2022 | |||||||||||||||||||||||
| Revenue | $ | 387,954 | $ | 108,390 | $ | 33,178 | $ | 529,522 | |||||||||||||||
| Income (loss) from operations | (4,112) | 32,806 | 10,856 | 39,550 | |||||||||||||||||||
Adjusted income from operations (2) | 11,847 | 32,806 | 10,856 | 55,509 | |||||||||||||||||||
| As a percentage of revenue | 3 | % | 30 | % | 33 | % | 11 | % | |||||||||||||||
(1)For the three months ended December 31, 2023, adjusted income from operations represents income from operations excluding impairment losses of $35.9 million for fixed assets and operating lease right-of-use assets, of which $32.0 million related to the full service center-based child care segment and $3.9 million related to the back-up care segment, and a reduction in value-added tax expense of $0.6 million related to prior periods, of which $0.3 million was associated with the full service center-based child care segment and $0.3 million was associated with the back-up care segment.
(2)For the three months ended December 31, 2022 adjusted income from operations for the full service center-based child care segment represents loss from operations excluding impairment losses of $14.1 million for fixed assets and operating lease right-of-use assets, and costs incurred in relation to a cybersecurity incident of $1.9 million.
| Full service center-based child care | Back-up care | Educational advisory and other services | Total | ||||||||||||||||||||
| Year ended December 31, 2023 | |||||||||||||||||||||||
| Revenue | $ | 1,780,615 | $ | 516,408 | $ | 121,234 | $ | 2,418,257 | |||||||||||||||
| Income from operations | 9,396 | 133,391 | 28,454 | 171,241 | |||||||||||||||||||
Adjusted income from operations (1) | 42,898 | 141,250 | 28,454 | 212,602 | |||||||||||||||||||
| As a percentage of revenue | 2 | % | 27 | % | 23 | % | 9 | % | |||||||||||||||
| Year ended December 31, 2022 | |||||||||||||||||||||||
| Revenue | $ | 1,493,758 | $ | 409,554 | $ | 117,175 | $ | 2,020,487 | |||||||||||||||
| Income from operations | 12,937 | 118,788 | 25,860 | 157,585 | |||||||||||||||||||
Adjusted income from operations (2) | 38,093 | 118,788 | 25,860 | 182,741 | |||||||||||||||||||
| As a percentage of revenue | 3 | % | 29 | % | 22 | % | 9 | % | |||||||||||||||
(1)For the year ended December 31, 2023, adjusted income from operations represents income from operations excluding impairment losses of $35.9 million for fixed assets and operating lease right-of-use assets, of which $32.0 million related to the full service center-based child care segment and $3.9 million related to the back-up care segment, and value-added tax expense of $5.5 million related to prior periods, of which $4.0 million was associated with the back-up care segment and $1.5 million was associated with the full service center-based child care segment.
(2)For the year ended December 31, 2022, adjusted income from operations for the full service center-based child care segment represents income from operations excluding impairment losses of $14.1 million for fixed assets and operating lease right-of-use assets, transaction costs of $9.2 million related to acquisitions, and costs incurred in relation to a cybersecurity incident of $1.9 million.
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
NON-GAAP RECONCILIATIONS
(In thousands, except share data)
(Unaudited)
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income | $ | 5,524 | $ | 18,042 | $ | 74,223 | $ | 80,641 | |||||||||||||||
| Interest expense — net | 14,252 | 12,791 | 51,609 | 39,486 | |||||||||||||||||||
| Income tax expense | 8,464 | 8,717 | 45,409 | 31,541 | |||||||||||||||||||
| Depreciation | 19,432 | 19,399 | 77,266 | 74,230 | |||||||||||||||||||
Amortization of intangible assets (a) | 8,517 | 8,785 | 33,415 | 31,912 | |||||||||||||||||||
| EBITDA | 56,189 | 67,734 | 281,922 | 257,810 | |||||||||||||||||||
| As a percentage of revenue | 9 | % | 13 | % | 12 | % | 13 | % | |||||||||||||||
| Additional adjustments: | |||||||||||||||||||||||
Impairment losses (b) | 35,903 | 14,061 | 35,903 | 14,061 | |||||||||||||||||||
Stock-based compensation expense (c) | 7,680 | 6,829 | 28,834 | 28,111 | |||||||||||||||||||
Other costs (d) | (582) | 1,898 | 5,458 | 11,095 | |||||||||||||||||||
Loss on foreign currency forward contracts (e) | — | — | — | 5,917 | |||||||||||||||||||
| Total adjustments | 43,001 | 22,788 | 70,195 | 59,184 | |||||||||||||||||||
| Adjusted EBITDA | $ | 99,190 | $ | 90,522 | $ | 352,117 | $ | 316,994 | |||||||||||||||
| As a percentage of revenue | 16 | % | 17 | % | 15 | % | 16 | % | |||||||||||||||
| Income from operations | $ | 28,240 | $ | 39,550 | $ | 171,241 | $ | 157,585 | |||||||||||||||
Impairment losses (b) | 35,903 | 14,061 | 35,903 | 14,061 | |||||||||||||||||||
Other costs (d) | (582) | 1,898 | 5,458 | 11,095 | |||||||||||||||||||
| Adjusted income from operations | $ | 63,561 | $ | 55,509 | $ | 212,602 | $ | 182,741 | |||||||||||||||
| As a percentage of revenue | 10 | % | 11 | % | 9 | % | 9 | % | |||||||||||||||
| Net income | $ | 5,524 | $ | 18,042 | $ | 74,223 | $ | 80,641 | |||||||||||||||
| Income tax expense | 8,464 | 8,717 | 45,409 | 31,541 | |||||||||||||||||||
| Income before income tax | 13,988 | 26,759 | 119,632 | 112,182 | |||||||||||||||||||
Amortization of intangible assets (a) | 8,517 | 8,785 | 33,415 | 31,912 | |||||||||||||||||||
Impairment losses (b) | 35,903 | 14,061 | 35,903 | 14,061 | |||||||||||||||||||
Stock-based compensation expense (c) | 7,680 | 6,829 | 28,834 | 28,111 | |||||||||||||||||||
Other costs (d) | (582) | 1,898 | 5,458 | 11,095 | |||||||||||||||||||
Loss on foreign currency forward contracts (e) | — | — | — | 5,917 | |||||||||||||||||||
Interest on deferred consideration (f) | 1,478 | 1,486 | 5,890 | 2,957 | |||||||||||||||||||
| Adjusted income before income tax | 66,984 | 59,818 | 229,132 | 206,235 | |||||||||||||||||||
Adjusted income tax expense (g) | (18,956) | (15,553) | (64,869) | (54,036) | |||||||||||||||||||
| Adjusted net income | $ | 48,028 | $ | 44,265 | $ | 164,263 | $ | 152,199 | |||||||||||||||
| As a percentage of revenue | 8 | % | 8 | % | 7 | % | 8 | % | |||||||||||||||
| Weighted average common shares outstanding — diluted | 58,069,824 | 57,554,377 | 57,932,574 | 58,490,652 | |||||||||||||||||||
| Diluted adjusted earnings per common share | $ | 0.83 | $ | 0.77 | $ | 2.84 | $ | 2.60 | |||||||||||||||
(a)Amortization of intangible assets represents amortization expense, including quarterly amortization expense of $5.0 million associated with intangible assets recorded in connection with our going private transaction in May 2008.
(b)Impairment losses represent impairment costs for long-lived assets as a result of center closures and reduced operating performance at certain centers due to the impact of a challenging labor market and current macroeconomic conditions on our operations. For the three and twelve months ended December 31, 2023, impairment costs totaled $35.9 million for fixed assets and operating lease right-of-use assets, of which $32.0 million related to the full service center-based child care segment and $3.9 million related to the back-up care segment. For the three and twelve months ended December 31, 2022, impairment costs totaled $14.1 million related to the full service center-based child care segment.
(c)Stock-based compensation expense represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation.
(d)Other costs in the three months ended December 31, 2023 consist of a reduction in value-added tax expense of $0.6 million related to prior periods, of which $0.3 million was associated with the full service center-based child care segment and $0.3 million was associated with the back-up care segment. Other costs in the twelve months ended December 31, 2023 consist of value-added tax expense of $5.5 million related to prior periods, of which $4.0 million was associated with the back-up care segment and $1.5 million was associated with the full service center-based child care segment. Other costs in the three and twelve months ended December 31, 2022 consist of costs incurred in relation to a cybersecurity incident of $1.9 million, and other costs in the year ended December 31, 2022 also consist of transaction costs incurred in connection with acquisitions of $9.2 million.
(e)During the year ended December 31, 2022, the Company entered into foreign currency forward contracts for the purchase of Australian dollars to satisfy the purchase price of an acquisition completed on July 1, 2022. A loss of $5.9 million resulting from fluctuations in foreign currency rates was recognized in the year ended December 31, 2022 in relation to these contracts.
(f)Interest on deferred consideration represents the imputed interest on the deferred consideration issued in connection with the July 1, 2022 acquisition of Only About Children, a child care operator in Australia.
(g)Adjusted income tax expense represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 28% for the three and twelve months ended December 31, 2023 and of approximately 26% for the three and twelve months ended December 31, 2022.
Exhibit 99.2
Bright Horizons Family Solutions Recast Segment Financial Information for 2023
Change in Segments
Effective January 1, 2024, Bright Horizons Family Solutions Inc. (the “Company”) realigned its organizational structure to better reflect synergies across certain business lines resulting in a change in reportable segments. The Company’s Back-up Care segment will now include the Sittercity operations, which were previously reported in the Educational Advisory and Other Services segment. Beginning January 1, 2024, the Company will report its financial performance based on the three reportable segments as described below.
•Full service center-based child care — The full service center-based child care segment includes the traditional center-based early education and child care, preschool, and elementary education.
•Back-up care — The back-up care segment consists of center-based back-up child care, in-home care for children and adult/elder dependents, school-age camps, tutoring, pet care, self-sourced reimbursed care, and Sittercity, an online marketplace for families and caregivers.
•Educational advisory services — The educational advisory services segment consists of tuition assistance and student loan repayment program management, workforce education, related educational advising, and college advisory services.
Recast Segment Financial Information
The following tables provide recast segment revenue, income from operations and adjusted income from operations for the quarterly periods in the year ended December 31, 2023 to assist investors when reviewing financial results in 2024. The recast of previously issued financial information does not represent a restatement of previously issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.
| Three Months Ended | Year Ended | |||||||||||||||||||||||||||||||
| March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | December 31, 2023 | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | 430,191 | $ | 458,531 | $ | 444,747 | $ | 447,146 | $ | 1,780,615 | ||||||||||||||||||||||
| Back-up care | 99,130 | 118,838 | 171,423 | 136,519 | 525,910 | |||||||||||||||||||||||||||
| Educational advisory services | 24,285 | 25,847 | 29,617 | 31,983 | 111,732 | |||||||||||||||||||||||||||
| Total Revenue | $ | 553,606 | $ | 603,216 | $ | 645,787 | $ | 615,648 | $ | 2,418,257 | ||||||||||||||||||||||
| Income from Operations | ||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | 8,433 | $ | 13,070 | $ | 6,990 | $ | (19,097) | $ | 9,396 | ||||||||||||||||||||||
| Back-up care | 17,773 | 27,470 | 52,257 | 38,204 | 135,704 | |||||||||||||||||||||||||||
| Educational advisory services | 4,439 | 4,992 | 7,577 | 9,133 | 26,141 | |||||||||||||||||||||||||||
| Total Income from Operations | $ | 30,645 | $ | 45,532 | $ | 66,824 | $ | 28,240 | $ | 171,241 | ||||||||||||||||||||||
Adjusted Income from Operations (a) | ||||||||||||||||||||||||||||||||
Full service center-based child care (b) | $ | 10,177 | $ | 13,070 | $ | 6,990 | $ | 12,661 | $ | 42,898 | ||||||||||||||||||||||
Back-up care (c) | 22,069 | 27,470 | 52,257 | 41,767 | 143,563 | |||||||||||||||||||||||||||
| Educational advisory services | 4,439 | 4,992 | 7,577 | 9,133 | 26,141 | |||||||||||||||||||||||||||
Total Adjusted Income from Operations (a) | $ | 36,685 | $ | 45,532 | $ | 66,824 | $ | 63,561 | $ | 212,602 | ||||||||||||||||||||||
(a)Adjusted income from operations is a financial measure that is not determined in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted income from operations represents income from operations before non-recurring costs, such as impairment losses and value-added tax expense related to prior periods. This non-GAAP financial measure is more fully described and reconciled from income from operations, its most closely comparable measure determined under GAAP, in Exhibit 99.1 to this Current Report on Form 8-K under “Presentation of Non-GAAP Measures” and the “Bright Horizons Family Solutions Inc. Non-GAAP Reconciliations” table attached thereto, respectively.
(b)For the three months ended March 31, 2023, adjusted income from operations for the full service center-based child care segment represents income from operations excluding value-added tax expense of $1.7 million. For the three months ended December 31, 2023, adjusted income from operations for the full service center-based child care segment represents income from operations excluding impairment losses of $32.0 million for fixed assets and operating lease right-of-use assets and a reduction in value-added tax expense of $0.3 million.
(c)For the three months ended March 31, 2023, adjusted income from operations for the back-up care segment represents income from operations excluding value-added tax expense of $4.3 million. For the three months ended December 31, 2023, adjusted income from operations for the back-up care segment represents income from operations excluding impairment losses of $3.9 million for fixed assets and operating lease right-of-use assets and a reduction in value-added tax expense of $0.3 million.