Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 24, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'BRIGHT HORIZONS FAMILY SOLUTIONS INC. | ' |
Entity Central Index Key | '0001437578 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 65,869,215 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $109,008 | $29,585 |
Accounts receivable—net | 64,660 | 78,691 |
Prepaid expenses and other current assets | 43,712 | 44,021 |
Current deferred income taxes | 13,057 | 12,873 |
Total current assets | 230,437 | 165,170 |
Fixed assets—net | 398,635 | 390,894 |
Goodwill | 1,096,840 | 1,096,283 |
Other intangibles—net | 413,485 | 435,060 |
Deferred income taxes | 229 | 236 |
Other assets | 14,212 | 15,027 |
Total assets | 2,153,838 | 2,102,670 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 7,900 | 7,900 |
Accounts payable and accrued expenses | 103,839 | 107,626 |
Deferred revenue | 112,627 | 119,260 |
Other current liabilities | 13,411 | 20,302 |
Total current liabilities | 237,777 | 255,088 |
Long-term debt | 752,657 | 756,323 |
Deferred rent and related obligations | 41,067 | 37,467 |
Other long-term liabilities | 22,435 | 19,006 |
Deferred revenue | 7,467 | 5,761 |
Deferred income taxes | 139,963 | 139,888 |
Total liabilities | 1,201,366 | 1,213,533 |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.001 par value; 25,000,000 shares authorized and no shares issued or outstanding at September 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.001 par value; 475,000,000 shares authorized; 66,077,335 and 65,302,814 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 66 | 65 |
Additional paid-in capital | 1,289,939 | 1,270,198 |
Accumulated other comprehensive (loss) income | -8,132 | 1,416 |
Accumulated deficit | -329,401 | -382,542 |
Total stockholders’ equity | 952,472 | 889,137 |
Total liabilities and stockholders’ equity | $2,153,838 | $2,102,670 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Assets | $2,153,838 | $2,102,670 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 475,000,000 | 475,000,000 |
Common stock, issued | 65,580,844 | 65,302,814 |
Common stock, outstanding | 65,580,844 | 65,302,814 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Income Statement [Abstract] | ' | ' | ' | ' | |||
Revenue | $334,976 | $308,663 | $1,015,231 | $899,599 | |||
Cost of services | 262,115 | 240,158 | 782,107 | 689,879 | |||
Gross profit | 72,861 | 68,505 | 233,124 | 209,720 | |||
Selling, general and administrative expenses | 32,856 | 33,017 | 101,464 | 109,048 | |||
Amortization of intangible assets | 6,959 | 7,699 | 22,068 | 22,049 | |||
Income from operations | 33,046 | 27,789 | [1] | 109,592 | [2] | 78,623 | [3] |
Loss on extinguishment of debt | 0 | 0 | 0 | -63,682 | |||
Interest income | 48 | 16 | 74 | 76 | |||
Interest expense | -8,443 | -9,211 | -25,810 | -31,463 | |||
Income (loss) before income taxes | 24,651 | 18,594 | 83,856 | -16,446 | |||
Income tax (expense) benefit | -9,272 | -3,652 | -30,715 | 5,114 | |||
Net income (loss) | 15,379 | 14,942 | 53,141 | -11,332 | |||
Net loss attributable to non-controlling interest | 0 | -102 | 0 | -212 | |||
Net income (loss) attributable to Bright Horizons Family Solutions Inc. | $15,379 | $15,044 | $53,141 | ($11,120) | |||
Earnings (loss) per common share: | ' | ' | ' | ' | |||
Common stock-basic (usd per share) | $0.23 | $0.23 | $0.81 | ($0.18) | |||
Common stock-diluted (usd per share) | $0.23 | $0.23 | $0.79 | ($0.18) | |||
Weighted average number of common shares outstanding: | ' | ' | ' | ' | |||
Common stock-basic (shares) | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 | |||
Common stock-diluted (shares) | 67,635,657 | 66,831,413 | 67,433,972 | 61,815,607 | |||
[1] | (1) For the three months ended September 30, 2013, income from operations includes secondary offering expenses and acquisition related costs of $1.7 million which has been allocated to full service center-based care. | ||||||
[2] | For the nine months ended September 30, 2014, income from operations includes secondary offering expenses of $0.6 million which has been allocated to full service center-based care. | ||||||
[3] | For the nine months ended September 30, 2013, income from operations includes expenses incurred in connection with the Offering, including a $7.5 million fee for the termination of the management agreement with Bain Capital Partners LLC, and $5.0 million for certain stock options that vested upon completion of the Offering, and acquisition related costs. These costs have been allocated on a proportionate basis to each segment ($13.3 million to full service center-based care, $1.9 million to back-up dependent care, and $0.8 million to other educational services). |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $15,379 | $14,942 | $53,141 | ($11,332) |
Foreign currency translation adjustments | -16,562 | 15,768 | -9,548 | 3,804 |
Total other comprehensive (loss) income | -16,562 | 15,768 | -9,548 | 3,804 |
Comprehensive (loss) income | -1,183 | 30,710 | 43,593 | -7,528 |
Less: Comprehensive income (loss) attributable to non-controlling interest | 0 | 199 | 0 | -33 |
Comprehensive (loss) income attributable to Bright Horizons Family Solutions Inc. | ($1,183) | $30,511 | $43,593 | ($7,495) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | $53,141,000 | ($11,332,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 58,332,000 | 53,313,000 |
Amortization of original issue discount and deferred financing costs | 2,259,000 | 2,009,000 |
Loss on extinguishment of debt | 0 | 63,682,000 |
Interest paid in kind | 0 | 2,143,000 |
Loss (gain) on foreign currency transactions | 70,000 | -11,000 |
Non-cash revenue and other | -239,000 | -239,000 |
Loss on disposal of fixed assets | 376,000 | 721,000 |
Stock-based compensation | 6,462,000 | 9,528,000 |
Deferred rent | 2,132,000 | 1,868,000 |
Deferred income taxes | -59,000 | 367,000 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 13,938,000 | 10,977,000 |
Prepaid expenses and other current assets | -1,121,000 | -21,123,000 |
Accounts payable and accrued expenses | -3,617,000 | -553,000 |
Deferred revenue | -4,502,000 | 2,479,000 |
Accrued rent and related obligations | 1,687,000 | 6,390,000 |
Other assets | 675,000 | -1,966,000 |
Other current and long-term liabilities | -8,223,000 | 3,212,000 |
Net cash provided by operating activities | 121,311,000 | 121,465,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of fixed assets | -47,953,000 | -55,159,000 |
Payments for acquisitions, net of cash acquired | -6,522,000 | -125,389,000 |
Settlement of purchase price for prior year acquisitions | 1,030,000 | 0 |
Net cash used in investing activities | -53,445,000 | -180,548,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Borrowings of long-term debt, net of issuance costs of $20.6 million | 0 | 769,360,000 |
Extinguishment of long-term debt | 0 | -972,468,000 |
Proceeds from initial public offering, net of issuance costs of $20.6 million | 0 | 234,944,000 |
Repayments under revolving line of credit | 0 | 80,600,000 |
Repayments under revolving line of credit | 0 | -60,000,000 |
Principal payments of long-term debt | -5,925,000 | -5,925,000 |
Purchase of treasury stock | -7,233,000 | 0 |
Proceeds from issuance of common stock upon exercise of options | 13,656,000 | 8,671,000 |
Proceeds from issuance of restricted stock | 4,709,000 | 0 |
Tax benefit from stock-based compensation | 6,856,000 | 4,845,000 |
Net cash provided by financing activities | 12,063,000 | 60,027,000 |
Effect of exchange rates on cash and cash equivalents | -506,000 | -43,000 |
Net increase in cash and cash equivalents | 79,423,000 | 901,000 |
Cash and cash equivalents—beginning of period | 29,585,000 | 34,109,000 |
Cash and cash equivalents—end of period | 109,008,000 | 35,010,000 |
NON-CASH TRANSACTION: | ' | ' |
Fixed asset purchases recorded in accounts payable and accrued expenses | 2,000,000 | 0 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Cash payments for interest | 24,259,000 | 26,757,000 |
Cash payments of taxes | $30,597,000 | $9,911,000 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization and Basis of Presentation | ' |
1. ORGANIZATION AND BASIS OF PRESENTATION | |
Organization—Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides workplace services for employers and families throughout the United States and the United Kingdom, and also in Puerto Rico, Canada, Ireland, the Netherlands, and India. Workplace services include center-based child care, education and enrichment programs, elementary school education, back-up dependent care (for children and elders), before and after school care, college preparation and admissions counseling, tuition reimbursement program management, and other family support services. | |
The Company provides its center-based child care services under two general business models: a profit and loss ("P&L") model, where the Company assumes the financial risk of operating a child care center; and a cost-plus model, where the Company is paid a fee by an employer client for managing a child care center on a cost-plus basis. The P&L model is further classified into two subcategories: (i) a sponsor model, where Bright Horizons provides child care and early educational services on either an exclusive or priority enrollment basis for employees of a specific employer sponsor; and (ii) a lease/consortium model, where the Company provides child care and early education services to the employees of multiple employers located within a specific real estate development (for example, an office building or office park), as well as to families in the surrounding community. In both our cost-plus and sponsor P&L models, the development of a new child care center, as well as ongoing maintenance and repair, is typically funded by an employer sponsor with whom the Company enters into a multi-year contractual relationship. In addition, employer sponsors typically provide subsidies for the ongoing provision of child care services for their employees. Under each model type, the Company retains responsibility for all aspects of operating the child care and early education center, including the hiring and paying of employees, contracting with vendors, purchasing supplies, and collecting tuition and related accounts receivable. | |
The Company also provides back-up dependent care services through our own centers and through our Back-Up Care Advantage ("BUCA") program, which offers access to a contracted network of in-home care agencies and center-based providers in locations where we do not otherwise have centers with available capacity. | |
Basis of Presentation—Bright Horizons is majority-owned by investment funds affiliated with Bain Capital Partners, LLC as a result of a transaction in 2008, pursuant to which a wholly owned merger subsidiary was merged with and into Bright Horizons Family Solutions, Inc.. As part of the transaction, a new basis of accounting was established and the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values. | |
The accompanying unaudited condensed consolidated balance sheet as of September 30, 2014 and the condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the interim periods ended September 30, 2014 and 2013 have been prepared by the Company, in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required for complete financial statements by generally accepted accounting principles 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, 2013. | |
In the opinion of the Company’s management, the Company’s unaudited consolidated balance sheet as of September 30, 2014 and the results of its consolidated operations and consolidated cash flows for the interim periods ended September 30, 2014 and 2013, 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. | |
Reclassifications—The Company has revised the presentation of certain captions for prior periods within the condensed consolidated statements of cash flows to conform to the current period presentation. The Company has separately classified the amortization of original issue discount and deferred financing costs which were previously combined with depreciation and amortization expense. The revision had no impact to net cash provided (used by) operating, investing, or financing activities. | |
Public Offering—On January 30, 2013, the Company completed an initial public offering (“the Offering”) and, after the exercise of the overallotment option on February 21, 2013, issued a total of 11.6 million shares of common stock in exchange for $233.3 million, net of offering costs including $1.6 million expensed in 2012. The Company used the proceeds of the Offering, as well as certain amounts from the 2013 refinancing discussed below, to repay the principal and accumulated interest under its senior notes outstanding on January 30, 2013. | |
On January 11, 2013, the Company converted each share of its Class L common stock into 35.1955 shares of Class A common stock, and, immediately following the conversion of its Class L common stock, reclassified the Class A common stock into common stock, for which 475 million shares were authorized. The Company also authorized 25 million shares of undesignated preferred stock for issuance. | |
On June 19, 2013 and March 25, 2014, certain of the Company’s shareholders completed the sale of 9.8 million and 7.9 million shares, respectively, of the Company’s stock in secondary offerings (“the Secondaries”). The Company did not receive proceeds from the sale of shares in the Secondaries. The Company incurred $0.6 million during the year ended December 31, 2013 in relation to the 2013 secondary offering, as well as $0.6 million during the nine months ended September 30, 2014 in relation to the 2014 secondary offering, which are included in selling, general and administrative expenses. | |
New Accounting Pronouncements—In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today's guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration included in the transaction price and allocating the transaction price to each separate performance obligation. The guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||
2. GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2014 are as follows (in thousands): | ||||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
Beginning balance at December 31, 2013 | $ | 912,134 | $ | 160,145 | $ | 24,004 | $ | 1,096,283 | ||||||||
Additions from acquisitions | 5,378 | — | — | 5,378 | ||||||||||||
Adjustments to prior year acquisitions | 902 | — | (203 | ) | 699 | |||||||||||
Effect of foreign currency translation | (4,695 | ) | (825 | ) | — | (5,520 | ) | |||||||||
Balance at September 30, 2014 | $ | 913,719 | $ | 159,320 | $ | 23,801 | $ | 1,096,840 | ||||||||
The Company also has intangible assets, which consist of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
Weighted average | Cost | Accumulated | Net carrying | |||||||||||||
amortization period | amortization | amount | ||||||||||||||
30-Sep-14 | ||||||||||||||||
Definite-lived intangibles: | ||||||||||||||||
Customer relationships | 14.5 years | $ | 400,535 | $ | (174,809 | ) | $ | 225,726 | ||||||||
Trade names | 8.1 years | 6,002 | (2,071 | ) | 3,931 | |||||||||||
Non-compete agreements | 5 years | 55 | (43 | ) | 12 | |||||||||||
406,592 | (176,923 | ) | 229,669 | |||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||
Trade names | N/A | 183,816 | — | 183,816 | ||||||||||||
$ | 590,408 | $ | (176,923 | ) | $ | 413,485 | ||||||||||
Weighted average | Cost | Accumulated | Net carrying | |||||||||||||
amortization period | amortization | amount | ||||||||||||||
31-Dec-13 | ||||||||||||||||
Definite-lived intangibles: | ||||||||||||||||
Customer relationships | 14.5 years | $ | 400,481 | $ | (153,939 | ) | $ | 246,542 | ||||||||
Trade names | 8.1 years | 6,072 | (1,542 | ) | 4,530 | |||||||||||
Non-compete agreements | 5 years | 54 | (39 | ) | 15 | |||||||||||
406,607 | (155,520 | ) | 251,087 | |||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||
Trade names | N/A | 183,973 | — | 183,973 | ||||||||||||
$ | 590,580 | $ | (155,520 | ) | $ | 435,060 | ||||||||||
The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2014 as follows over the next five years (in thousands): | ||||||||||||||||
Estimated | ||||||||||||||||
amortization | ||||||||||||||||
expense | ||||||||||||||||
Remainder of 2014 | $ | 7,144 | ||||||||||||||
2015 | $ | 26,733 | ||||||||||||||
2016 | $ | 25,465 | ||||||||||||||
2017 | $ | 24,640 | ||||||||||||||
2018 | $ | 23,676 | ||||||||||||||
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Acquisitions | ' | |||||||||||
3. ACQUISITIONS | ||||||||||||
As part of the Company’s growth strategy to expand through strategic and synergistic acquisitions, the Company has made the following acquisitions in the nine months ended September 30, 2014 and year ended December 31, 2013. The goodwill resulting from these acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with our existing operations, as well as from benefits derived from the assembled workforce acquired. | ||||||||||||
2014 Acquisitions | ||||||||||||
During the nine months ended September 30, 2014, the Company acquired three centers in the United States for cash consideration of $6.5 million. The Company recorded goodwill of $5.4 million related to the full service center-based care segment, which will be deductible for tax purposes. Intangible assets of $1.2 million, consisting primarily of customer relationships, fixed assets of $0.3 million, and a working capital deficit of $0.4 million were also recorded in relation to these acquisitions. The 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 the Company gathers additional information regarding the assets acquired and the liabilities assumed. | ||||||||||||
2013 Acquisitions | ||||||||||||
Children’s Choice Learning Centers, Inc. | ||||||||||||
On July 22, 2013, the Company acquired the outstanding shares of Children’s Choice Learning Centers, Inc., an operator of 49 employer-sponsored child care centers throughout the United States, for cash consideration of $50.8 million, inclusive of certain adjustments. The purchase price was financed with available cash on hand and funds available under the Company’s revolving credit facility, which were repaid in the fourth quarter of 2013. | ||||||||||||
The purchase price for this acquisition has been allocated based on estimates of the fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): | ||||||||||||
At acquisition date (as reported at September 30, 2013) | Measurement period adjustments | At acquisition date (as adjusted and reported at September 30, 2014) | ||||||||||
Accounts receivable | $ | 981 | $ | (126 | ) | $ | 855 | |||||
Prepaid expenses and other assets | 334 | 411 | 745 | |||||||||
Fixed assets | 5,637 | 535 | 6,172 | |||||||||
Intangible assets | 12,800 | (1,190 | ) | 11,610 | ||||||||
Goodwill | 38,818 | (1,086 | ) | 37,732 | ||||||||
Total assets acquired | 58,570 | (1,456 | ) | 57,114 | ||||||||
Accounts payable and accrued expenses | (3,441 | ) | (2,018 | ) | (5,459 | ) | ||||||
Deferred revenue and parent deposits | (885 | ) | 18 | (867 | ) | |||||||
Total liabilities assumed | (4,326 | ) | (2,000 | ) | (6,326 | ) | ||||||
Purchase price | $ | 54,244 | $ | (3,456 | ) | $ | 50,788 | |||||
During the third quarter of 2014, the Company recorded an adjustment to the purchase accounting which increased goodwill and increased taxes payable by $1.2 million. | ||||||||||||
The Company recorded goodwill of $37.7 million, which will be deductible for tax purposes as permitted under federal tax rules. Goodwill related to this acquisition is reported within the full service center-based care segment. | ||||||||||||
Intangible assets consist primarily of $11.3 million of customer relationships that will be amortized over approximately eleven years. | ||||||||||||
Kidsunlimited Group Limited | ||||||||||||
On April 10, 2013, the Company entered into a share purchase agreement with Lloyds Development Capital (Holdings) Limited and Kidsunlimited Group Limited pursuant to which it acquired 100% of Kidsunlimited, an operator of 64 nurseries throughout the United Kingdom for cash consideration of $68.9 million, subject to certain adjustments. The purchase price was financed with available cash on hand. | ||||||||||||
The purchase price for this acquisition has been allocated based on estimates of the fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): | ||||||||||||
At acquisition date (as reported at June 30, 2013) | Measurement period adjustments | At acquisition date (as adjusted and reported at March 31, 2014) | ||||||||||
Cash | $ | 4,888 | $ | — | $ | 4,888 | ||||||
Accounts receivable | 1,809 | — | 1,809 | |||||||||
Prepaid expenses and other assets | 2,509 | — | 2,509 | |||||||||
Fixed assets | 13,901 | (192 | ) | 13,709 | ||||||||
Favorable leases | — | 2,892 | 2,892 | |||||||||
Intangible assets | 17,442 | 765 | 18,207 | |||||||||
Goodwill | 55,349 | (2,372 | ) | 52,977 | ||||||||
Total assets acquired | 95,898 | 1,093 | 96,991 | |||||||||
Accounts payable and accrued expenses | (9,450 | ) | 3,798 | (5,652 | ) | |||||||
Unfavorable leasehold interests | (1,759 | ) | (5,325 | ) | (7,084 | ) | ||||||
Deferred revenue | (12,853 | ) | 8,378 | (4,475 | ) | |||||||
Other current liabilities | — | (8,378 | ) | (8,378 | ) | |||||||
Deferred taxes | (2,735 | ) | 245 | (2,490 | ) | |||||||
Total liabilities assumed | (26,797 | ) | (1,282 | ) | (28,079 | ) | ||||||
Purchase price | $ | 69,101 | $ | (189 | ) | $ | 68,912 | |||||
No changes have been made to the purchase accounting from the balances reported as of March 31, 2014. | ||||||||||||
The Company recorded goodwill of $53.0 million, which will not be deductible for tax purposes. Goodwill related to this acquisition is reported within the full service center-based care segment. | ||||||||||||
Intangible assets consist primarily of $15.9 million of customer relationships that will be amortized over approximately eight years. A deferred tax liability of $4.0 million was recorded related to the intangible assets for which the amortization is not deductible for tax purposes. | ||||||||||||
Pro Forma Information | ||||||||||||
The operating results for each of the acquisitions are included in the consolidated results of operations from the respective dates of acquisition. The following table presents consolidated pro forma information as if the acquisitions of Children’s Choice Learning Centers, Inc. and Kidsunlimited had occurred on January 1, 2012 (in thousands): | ||||||||||||
Pro forma (Unaudited) | ||||||||||||
Nine Months Ended | ||||||||||||
September 30, 2013 | ||||||||||||
Revenue | $ | 943,745 | ||||||||||
Net loss attributable to Bright Horizons Family Solutions Inc. | $ | (9,221 | ) | |||||||||
The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as increased amortization expense related to the acquired intangible assets. | ||||||||||||
These acquired businesses contributed total revenues of $91.4 million in the nine months ended September 30, 2014. The Company has also determined that the presentation of net income for each of those acquisitions, from the date of acquisition, is impracticable due to the integration of the operations upon acquisition. |
Borrowing_Arrangements
Borrowing Arrangements | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Borrowing Arrangements | ' | |||||||
4. BORROWING ARRANGEMENTS | ||||||||
Outstanding borrowings were as follows at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Term loans | $ | 776,175 | $ | 782,100 | ||||
Deferred financing costs and original issue discount | (15,618 | ) | (17,877 | ) | ||||
Total debt | 760,557 | 764,223 | ||||||
Less current maturities | 7,900 | 7,900 | ||||||
Long-term debt | $ | 752,657 | $ | 756,323 | ||||
The effective interest rate for the term loans was 3.75% at September 30, 2014 and the weighted average interest rate was 3.83% for the nine months ended September 30, 2014. There were no borrowings outstanding on the $100.0 million revolving credit facility at September 30, 2014 or during the nine months then ended, and the full facility was available for borrowings. The weighted average interest rate for the revolving credit facility was 5.0% for the nine months ended September 30, 2014. | ||||||||
The Company incurred financing fees of $12.7 million and original issue discount costs of $7.9 million in connection with the issuance of the term loans and establishment of the revolving credit facility in January 2013. These fees are being amortized over the terms of the related debt instruments. Amortization expense of deferred financing costs and original issue discount costs in the nine months ended September 30, 2014 were $1.4 million and $0.8 million, respectively, which are included in interest expense. | ||||||||
The future principal payments under the term loans at September 30, 2014 are as follows (in thousands): | ||||||||
Remainder of 2014 | $ | 1,975 | ||||||
2015 | 7,900 | |||||||
2016 | 7,900 | |||||||
2017 | 7,900 | |||||||
2018 | 7,900 | |||||||
Thereafter | 742,600 | |||||||
$ | 776,175 | |||||||
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings (Loss) Per Share | ' | |||||||||||||||
5. EARNINGS (LOSS) PER SHARE | ||||||||||||||||
Basic earnings per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted earnings per share is calculated by dividing net income by the weighted-average common shares and potentially dilutive securities outstanding during the period. | ||||||||||||||||
Earnings per share is calculated using the two-class method, which requires the allocation of earnings to each class of common stock outstanding and to unvested share-based payment awards that participate in dividends with common stock, also referred to herein as unvested participating shares. | ||||||||||||||||
The Company’s unvested share-based payment awards include unvested shares awarded as restricted stock awards at the discretion of the Company’s Board of Directors. The restricted stock awards vest at the end of three years. The unvested shares participate equally in dividends. See Note 6 for a discussion of the current year unvested stock awards and issuances. | ||||||||||||||||
Earnings per Share - Basic | ||||||||||||||||
The following table sets forth the computation of earnings per share using the two-class method for unvested participating shares (in thousands, except share and per share amounts): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic earnings per share: | ||||||||||||||||
Net income (loss) attributable to Bright Horizons Family Solutions Inc. | $ | 15,379 | $ | 15,044 | $ | 53,141 | $ | (11,120 | ) | |||||||
Allocation of net income (loss) to common stockholders: | ||||||||||||||||
Common stock | $ | 15,319 | $ | 15,044 | $ | 52,936 | $ | (11,120 | ) | |||||||
Unvested participating shares | 60 | — | 205 | — | ||||||||||||
$ | 15,379 | $ | 15,044 | $ | 53,141 | $ | (11,120 | ) | ||||||||
Weighted average number of common shares: | ||||||||||||||||
Common stock | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 | ||||||||||||
Unvested participating shares | 259,525 | — | 254,719 | — | ||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Common stock | $ | 0.23 | $ | 0.23 | $ | 0.81 | $ | (0.18 | ) | |||||||
Earnings per Share - Diluted | ||||||||||||||||
The Company calculates diluted earnings per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class method. The following table sets forth the computation of diluted earnings per share using the two-class method for unvested participating shares (in thousands, except share and per share amounts): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Diluted earnings per share: | ||||||||||||||||
Earnings allocated to common stock | $ | 15,319 | $ | 15,044 | $ | 52,936 | $ | (11,120 | ) | |||||||
Plus earnings allocated to unvested participating shares | 60 | — | 205 | — | ||||||||||||
Less adjusted earnings allocated to unvested participating shares | (59 | ) | — | (200 | ) | — | ||||||||||
Earnings allocated to common stock | $ | 15,320 | $ | 15,044 | $ | 52,941 | $ | (11,120 | ) | |||||||
Weighted average number of common shares: | ||||||||||||||||
Common stock | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 | ||||||||||||
Effect of dilutive securities | 1,548,473 | 1,914,855 | 1,678,061 | — | ||||||||||||
67,635,657 | 66,831,413 | 67,433,972 | 61,815,607 | |||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Common stock | $ | 0.23 | $ | 0.23 | $ | 0.79 | $ | (0.18 | ) | |||||||
Options outstanding to purchase 0.9 million shares of common stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2014. Options outstanding to purchase 0.1 million shares and 4.7 million shares of common stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2013, respectively, since their effect was anti-dilutive, which may be dilutive in the future. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity and Stock-Based Compensation | ' |
6. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | |
Treasury Stock | |
On March 28, 2014, the Board of Directors of the Company authorized the repurchase of up to $225.0 million of its common stock. During the nine months ended September 30, 2014, 177,639 shares were repurchased for $7.2 million under this program. All repurchased shares have been retired. | |
Equity Incentive Plan | |
The Company has the 2012 Omnibus Long-Term Incentive Plan (the "Plan"), which became effective on January 24, 2013, and allows for the issuance of equity awards of up to 5 million shares of common stock. As of September 30, 2014, there were approximately 3.4 million shares of common stock available for grant. | |
During the nine months ended September 30, 2014, the Company granted options to purchase 893,877 shares of common stock at a weighted average price of $36.75 per share that have ratable or cliff vesting over one to five years. The weighted average fair value of options granted during the nine months ended September 30, 2014 was $11.25 per share. The fair value of each option to purchase common stock was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 30.0%; risk free interest rate of 1.82%; and expected life of options of 5.3 years. | |
Restricted stock awards are also granted at the discretion of the Board of Directors as allowed under the Plan. During the nine months ended September 30, 2014, 259,525 shares of restricted stock were granted to certain senior managers and key employees, which vest at the end of three years and are accounted for as nonvested stock. The restricted stock was sold for a price equal to 50% of the fair value of the stock at the date of grant. Proceeds from the issuance of restricted stock are recorded as other liabilities in the consolidated balance sheet until the earlier of vesting or forfeiture of the awards. Stock-based compensation expense for restricted stock awards is calculated based on the fair value of the award on the date of grant, which will be recognized on a straight line basis over the requisite service period. At September 30, 2014, there were 259,525 unvested shares of restricted stock outstanding, which were legally issued at the date of grant but are not considered common stock issued and outstanding in accordance with accounting guidance until the requisite service period is fulfilled. | |
During the nine months ended September 30, 2014, restricted stock units were awarded to members of the Board of Directors as allowed under the Plan. The awards allow for the issuance of a share of the Company's common stock for each vested unit upon the earliest of termination of service as a member of the Board of Directors or five years after the date of the award. The Company issued 6,066 units at a weighted average fair value of $39.58 for a total value of $0.2 million. The units vested upon issuance. | |
The Company recorded stock-based compensation expense of $6.0 million in selling, general and administrative expenses and $0.5 million in cost of services during the nine months ended September 30, 2014. | |
At September 30, 2014, there was $15.5 million of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plans, which is expected to be recognized over the remaining requisite service periods of approximately three years. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
7. INCOME TAXES | |
The Company's effective income tax rates were 37.6% and 19.6% for the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013, the Company's effective income tax rates were 36.6% and 31.1%, respectively. The effective income tax rate is based upon estimated income before income taxes for the year, the geographical composition of the income and estimated permanent tax adjustments. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including discrete items such as settlement of foreign, Federal and State tax issues. The effective income tax rate for the nine months ended September 30, 2013 varied from the statutory rate due to the greater impact of permanent adjustments on a lower income before income taxes in 2013. The income was lower in 2013 resulting from the loss on extinguishment of debt, the Sponsor termination fee and the performance-based stock compensation expense in 2013. Also, during the nine months ended September 30, 2013, we recognized a previously unrecognized tax benefit of approximately $4.1 million upon completion of a UK tax enquiry. | |
The Company’s unrecognized tax benefits were $2.0 million at September 30, 2014 and December 31, 2013. Interest and penalties related to unrecognized tax benefits were $1.7 million at September 30, 2014 and $1.6 million at December 31, 2013. | |
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 statutes of limitations lapse. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $1.0 million, exclusive of interest and penalties. | |
The Company and its domestic subsidiaries are subject to 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 income tax returns is three years. The Company's filings for 2011 through 2013 are subject to audit based upon the Federal statute of limitations and there is an ongoing audit of the 2011 tax year. | |
State income tax returns are generally subject to examination for a period of three to five 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. There were no significant settlements of state audits during the third quarter of 2014. As of September 30, 2014, there were four income tax audits in process and the tax years from 2010 to 2013 are subject to audit. | |
The Company is also subject to corporate income tax at its subsidiaries located in the United Kingdom, the Netherlands, India, Canada, 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 seven years. In the third quarter, the Netherlands subsidiaries were notified of an audit to begin in the fourth quarter of 2014. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value of Financial Instruments | ' |
8. FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date and applies the following fair value 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 (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company uses observable inputs where relevant and whenever possible. | |
Level 1—Quoted prices are available in active markets for identical investments as of the reporting date. | |
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. The fair value of the Company’s financial instruments approximates their carrying value. As of September 30, 2014, the Company’s long-term debt had a book value of $776.2 million and a fair value of $767.4 million using a model that considers observable inputs (level 2 inputs). As of December 31, 2013, the Company's long-term debt had a book value of $782.1 million and a fair value of $784.1 million using a model that considers observable inputs (level 2 inputs). | |
Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents and accounts receivable. The Company mitigates its exposure by maintaining its cash and cash equivalents in financial institutions of high credit standing. The Company’s accounts receivable, which are derived primarily from the services it provides, are 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. The Company believes that no significant credit risk exists at September 30, 2014. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
9. SEGMENT INFORMATION | ||||||||||||||||
Bright Horizons' work/life services are primarily comprised of full service center-based child care, back-up dependent care, and other educational advisory services. Full service center-based care includes the traditional center-based child care, preschool, and elementary education, which have similar operating characteristics and meet the criteria for aggregation. Full service center-based care derives its revenues primarily from contractual arrangements with corporate clients and from tuition. The Company’s back-up dependent care services consist of center-based back-up child care, in-home care, mildly ill care, and adult/elder care. The Company’s other educational advisory services consists of the remaining services, including college preparation and admissions counseling and tuition assistance, counseling and management services, which do not meet the quantitative thresholds for separate disclosure and are not material for segment reporting individually or in the aggregate. The Company and its chief operating decision makers evaluate performance based on revenues and income from operations. | ||||||||||||||||
The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; thus, no additional information is produced or included herein. | ||||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
(In thousands) | ||||||||||||||||
Three months ended September 30, 2014 | ||||||||||||||||
Revenue | $ | 282,798 | $ | 43,493 | $ | 8,685 | $ | 334,976 | ||||||||
Amortization of intangible assets | 6,634 | 181 | 144 | 6,959 | ||||||||||||
Income from operations | 19,079 | 12,356 | 1,611 | 33,046 | ||||||||||||
Three months ended September 30, 2013 | ||||||||||||||||
Revenue | $ | 263,198 | $ | 38,648 | $ | 6,817 | $ | 308,663 | ||||||||
Amortization of intangible assets | 7,442 | 181 | 76 | 7,699 | ||||||||||||
Income from operations (1) | 16,392 | 10,215 | 1,182 | 27,789 | ||||||||||||
-1 | For the three months ended September 30, 2013, income from operations includes secondary offering expenses and acquisition related costs of $1.7 million which has been allocated to full service center-based care. | |||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
(In thousands) | ||||||||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||
Revenue | $ | 870,546 | $ | 120,689 | $ | 23,996 | $ | 1,015,231 | ||||||||
Amortization of intangibles | 21,090 | 543 | 435 | 22,068 | ||||||||||||
Income from operations (1) | 70,587 | 36,229 | 2,776 | 109,592 | ||||||||||||
Nine months ended September 30, 2013 | ||||||||||||||||
Revenue | $ | 775,358 | $ | 107,526 | $ | 16,715 | $ | 899,599 | ||||||||
Amortization of intangibles | 21,279 | 543 | 227 | 22,049 | ||||||||||||
Income from operations (2) | 49,326 | 28,609 | 688 | 78,623 | ||||||||||||
-1 | For the nine months ended September 30, 2014, income from operations includes secondary offering expenses of $0.6 million which has been allocated to full service center-based care. | |||||||||||||||
-2 | For the nine months ended September 30, 2013, income from operations includes expenses incurred in connection with the Offering, including a $7.5 million fee for the termination of the management agreement with Bain Capital Partners LLC, and $5.0 million for certain stock options that vested upon completion of the Offering, and acquisition related costs. These costs have been allocated on a proportionate basis to each segment ($13.3 million to full service center-based care, $1.9 million to back-up dependent care, and $0.8 million to other educational services). |
Transactions_with_Related_Part
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Transactions with Related Parties | ' |
10. TRANSACTIONS WITH RELATED PARTIES | |
The Company had a management agreement with Bain Capital Partners LLC (the “Sponsor”), which provided for annual payments of $2.5 million through May 2018. In connection with the Offering, the Company and the Sponsor terminated the management agreement in exchange for a $7.5 million payment from the Company to the Sponsor, which is included in selling, general and administrative expenses in the accompanying statement of operations for the nine months ended September 30, 2013. As of September 30, 2014, investment funds affiliated with the Sponsor hold approximately 51.5% of our common stock. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation—Bright Horizons is majority-owned by investment funds affiliated with Bain Capital Partners, LLC as a result of a transaction in 2008, pursuant to which a wholly owned merger subsidiary was merged with and into Bright Horizons Family Solutions, Inc.. As part of the transaction, a new basis of accounting was established and the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values. | |
The accompanying unaudited condensed consolidated balance sheet as of September 30, 2014 and the condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the interim periods ended September 30, 2014 and 2013 have been prepared by the Company, in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required for complete financial statements by generally accepted accounting principles 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, 2013. | |
In the opinion of the Company’s management, the Company’s unaudited consolidated balance sheet as of September 30, 2014 and the results of its consolidated operations and consolidated cash flows for the interim periods ended September 30, 2014 and 2013, 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. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Changes in Carrying Amount of Goodwill | ' | |||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2014 are as follows (in thousands): | ||||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
Beginning balance at December 31, 2013 | $ | 912,134 | $ | 160,145 | $ | 24,004 | $ | 1,096,283 | ||||||||
Additions from acquisitions | 5,378 | — | — | 5,378 | ||||||||||||
Adjustments to prior year acquisitions | 902 | — | (203 | ) | 699 | |||||||||||
Effect of foreign currency translation | (4,695 | ) | (825 | ) | — | (5,520 | ) | |||||||||
Balance at September 30, 2014 | $ | 913,719 | $ | 159,320 | $ | 23,801 | $ | 1,096,840 | ||||||||
Intangible Assets Subject to Amortization | ' | |||||||||||||||
The Company also has intangible assets, which consist of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
Weighted average | Cost | Accumulated | Net carrying | |||||||||||||
amortization period | amortization | amount | ||||||||||||||
30-Sep-14 | ||||||||||||||||
Definite-lived intangibles: | ||||||||||||||||
Customer relationships | 14.5 years | $ | 400,535 | $ | (174,809 | ) | $ | 225,726 | ||||||||
Trade names | 8.1 years | 6,002 | (2,071 | ) | 3,931 | |||||||||||
Non-compete agreements | 5 years | 55 | (43 | ) | 12 | |||||||||||
406,592 | (176,923 | ) | 229,669 | |||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||
Trade names | N/A | 183,816 | — | 183,816 | ||||||||||||
$ | 590,408 | $ | (176,923 | ) | $ | 413,485 | ||||||||||
Weighted average | Cost | Accumulated | Net carrying | |||||||||||||
amortization period | amortization | amount | ||||||||||||||
31-Dec-13 | ||||||||||||||||
Definite-lived intangibles: | ||||||||||||||||
Customer relationships | 14.5 years | $ | 400,481 | $ | (153,939 | ) | $ | 246,542 | ||||||||
Trade names | 8.1 years | 6,072 | (1,542 | ) | 4,530 | |||||||||||
Non-compete agreements | 5 years | 54 | (39 | ) | 15 | |||||||||||
406,607 | (155,520 | ) | 251,087 | |||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||
Trade names | N/A | 183,973 | — | 183,973 | ||||||||||||
$ | 590,580 | $ | (155,520 | ) | $ | 435,060 | ||||||||||
Estimated Amortization Expense Related to Intangible Assets | ' | |||||||||||||||
The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2014 as follows over the next five years (in thousands): | ||||||||||||||||
Estimated | ||||||||||||||||
amortization | ||||||||||||||||
expense | ||||||||||||||||
Remainder of 2014 | $ | 7,144 | ||||||||||||||
2015 | $ | 26,733 | ||||||||||||||
2016 | $ | 25,465 | ||||||||||||||
2017 | $ | 24,640 | ||||||||||||||
2018 | $ | 23,676 | ||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | |||||||||||||||
Allocation of Purchased Assets and Liabilities | ' | ' | ||||||||||||||
The purchase price for this acquisition has been allocated based on estimates of the fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): | ||||||||||||||||
At acquisition date (as reported at September 30, 2013) | Measurement period adjustments | At acquisition date (as adjusted and reported at September 30, 2014) | ||||||||||||||
Accounts receivable | $ | 981 | $ | (126 | ) | $ | 855 | |||||||||
Prepaid expenses and other assets | 334 | 411 | 745 | |||||||||||||
Fixed assets | 5,637 | 535 | 6,172 | |||||||||||||
Intangible assets | 12,800 | (1,190 | ) | 11,610 | ||||||||||||
Goodwill | 38,818 | (1,086 | ) | 37,732 | ||||||||||||
Total assets acquired | 58,570 | (1,456 | ) | 57,114 | ||||||||||||
Accounts payable and accrued expenses | (3,441 | ) | (2,018 | ) | (5,459 | ) | ||||||||||
Deferred revenue and parent deposits | (885 | ) | 18 | (867 | ) | |||||||||||
Total liabilities assumed | (4,326 | ) | (2,000 | ) | (6,326 | ) | ||||||||||
Purchase price | $ | 54,244 | $ | (3,456 | ) | $ | 50,788 | |||||||||
Kidsunlimited Group Limited [Member] | ' | ' | ||||||||||||||
Allocation of Purchase Price | ' | ' | ||||||||||||||
The purchase price for this acquisition has been allocated based on estimates of the fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands): | ||||||||||||||||
At acquisition date (as reported at June 30, 2013) | Measurement period adjustments | At acquisition date (as adjusted and reported at March 31, 2014) | ||||||||||||||
Cash | $ | 4,888 | $ | — | $ | 4,888 | ||||||||||
Accounts receivable | 1,809 | — | 1,809 | |||||||||||||
Prepaid expenses and other assets | 2,509 | — | 2,509 | |||||||||||||
Fixed assets | 13,901 | (192 | ) | 13,709 | ||||||||||||
Favorable leases | — | 2,892 | 2,892 | |||||||||||||
Intangible assets | 17,442 | 765 | 18,207 | |||||||||||||
Goodwill | 55,349 | (2,372 | ) | 52,977 | ||||||||||||
Total assets acquired | 95,898 | 1,093 | 96,991 | |||||||||||||
Accounts payable and accrued expenses | (9,450 | ) | 3,798 | (5,652 | ) | |||||||||||
Unfavorable leasehold interests | (1,759 | ) | (5,325 | ) | (7,084 | ) | ||||||||||
Deferred revenue | (12,853 | ) | 8,378 | (4,475 | ) | |||||||||||
Other current liabilities | — | (8,378 | ) | (8,378 | ) | |||||||||||
Deferred taxes | (2,735 | ) | 245 | (2,490 | ) | |||||||||||
Total liabilities assumed | (26,797 | ) | (1,282 | ) | (28,079 | ) | ||||||||||
Purchase price | $ | 69,101 | $ | (189 | ) | $ | 68,912 | |||||||||
Summary of Operating Results | ' | ' | ||||||||||||||
The operating results for each of the acquisitions are included in the consolidated results of operations from the respective dates of acquisition. The following table presents consolidated pro forma information as if the acquisitions of Children’s Choice Learning Centers, Inc. and Kidsunlimited had occurred on January 1, 2012 (in thousands): | ||||||||||||||||
Pro forma (Unaudited) | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, 2013 | ||||||||||||||||
Revenue | $ | 943,745 | ||||||||||||||
Net loss attributable to Bright Horizons Family Solutions Inc. | $ | (9,221 | ) |
Borrowing_Arrangements_Tables
Borrowing Arrangements (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Outstanding Borrowings | ' | |||||||
Outstanding borrowings were as follows at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Term loans | $ | 776,175 | $ | 782,100 | ||||
Deferred financing costs and original issue discount | (15,618 | ) | (17,877 | ) | ||||
Total debt | 760,557 | 764,223 | ||||||
Less current maturities | 7,900 | 7,900 | ||||||
Long-term debt | $ | 752,657 | $ | 756,323 | ||||
Future Principal Payments Under New Term Loan | ' | |||||||
The future principal payments under the term loans at September 30, 2014 are as follows (in thousands): | ||||||||
Remainder of 2014 | $ | 1,975 | ||||||
2015 | 7,900 | |||||||
2016 | 7,900 | |||||||
2017 | 7,900 | |||||||
2018 | 7,900 | |||||||
Thereafter | 742,600 | |||||||
$ | 776,175 | |||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computation of Basic and Diluted Earnings Per Common Share | ' | |||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Diluted earnings per share: | ||||||||||||||||
Earnings allocated to common stock | $ | 15,319 | $ | 15,044 | $ | 52,936 | $ | (11,120 | ) | |||||||
Plus earnings allocated to unvested participating shares | 60 | — | 205 | — | ||||||||||||
Less adjusted earnings allocated to unvested participating shares | (59 | ) | — | (200 | ) | — | ||||||||||
Earnings allocated to common stock | $ | 15,320 | $ | 15,044 | $ | 52,941 | $ | (11,120 | ) | |||||||
Weighted average number of common shares: | ||||||||||||||||
Common stock | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 | ||||||||||||
Effect of dilutive securities | 1,548,473 | 1,914,855 | 1,678,061 | — | ||||||||||||
67,635,657 | 66,831,413 | 67,433,972 | 61,815,607 | |||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Common stock | $ | 0.23 | $ | 0.23 | $ | 0.79 | $ | (0.18 | ) | |||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic earnings per share: | ||||||||||||||||
Net income (loss) attributable to Bright Horizons Family Solutions Inc. | $ | 15,379 | $ | 15,044 | $ | 53,141 | $ | (11,120 | ) | |||||||
Allocation of net income (loss) to common stockholders: | ||||||||||||||||
Common stock | $ | 15,319 | $ | 15,044 | $ | 52,936 | $ | (11,120 | ) | |||||||
Unvested participating shares | 60 | — | 205 | — | ||||||||||||
$ | 15,379 | $ | 15,044 | $ | 53,141 | $ | (11,120 | ) | ||||||||
Weighted average number of common shares: | ||||||||||||||||
Common stock | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 | ||||||||||||
Unvested participating shares | 259,525 | — | 254,719 | — | ||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Common stock | $ | 0.23 | $ | 0.23 | $ | 0.81 | $ | (0.18 | ) | |||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Income from Operations by Segment | ' | |||||||||||||||
The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; thus, no additional information is produced or included herein. | ||||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
(In thousands) | ||||||||||||||||
Three months ended September 30, 2014 | ||||||||||||||||
Revenue | $ | 282,798 | $ | 43,493 | $ | 8,685 | $ | 334,976 | ||||||||
Amortization of intangible assets | 6,634 | 181 | 144 | 6,959 | ||||||||||||
Income from operations | 19,079 | 12,356 | 1,611 | 33,046 | ||||||||||||
Three months ended September 30, 2013 | ||||||||||||||||
Revenue | $ | 263,198 | $ | 38,648 | $ | 6,817 | $ | 308,663 | ||||||||
Amortization of intangible assets | 7,442 | 181 | 76 | 7,699 | ||||||||||||
Income from operations (1) | 16,392 | 10,215 | 1,182 | 27,789 | ||||||||||||
-1 | For the three months ended September 30, 2013, income from operations includes secondary offering expenses and acquisition related costs of $1.7 million which has been allocated to full service center-based care. | |||||||||||||||
Full service | Back-up | Other | Total | |||||||||||||
center-based | dependent | educational | ||||||||||||||
care | care | advisory | ||||||||||||||
services | ||||||||||||||||
(In thousands) | ||||||||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||
Revenue | $ | 870,546 | $ | 120,689 | $ | 23,996 | $ | 1,015,231 | ||||||||
Amortization of intangibles | 21,090 | 543 | 435 | 22,068 | ||||||||||||
Income from operations (1) | 70,587 | 36,229 | 2,776 | 109,592 | ||||||||||||
Nine months ended September 30, 2013 | ||||||||||||||||
Revenue | $ | 775,358 | $ | 107,526 | $ | 16,715 | $ | 899,599 | ||||||||
Amortization of intangibles | 21,279 | 543 | 227 | 22,049 | ||||||||||||
Income from operations (2) | 49,326 | 28,609 | 688 | 78,623 | ||||||||||||
-1 | For the nine months ended September 30, 2014, income from operations includes secondary offering expenses of $0.6 million which has been allocated to full service center-based care. | |||||||||||||||
-2 | For the nine months ended September 30, 2013, income from operations includes expenses incurred in connection with the Offering, including a $7.5 million fee for the termination of the management agreement with Bain Capital Partners LLC, and $5.0 million for certain stock options that vested upon completion of the Offering, and acquisition related costs. These costs have been allocated on a proportionate basis to each segment ($13.3 million to full service center-based care, $1.9 million to back-up dependent care, and $0.8 million to other educational services). |
Organization_and_Significant_A
Organization and Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jan. 11, 2013 | Mar. 25, 2014 | Jun. 19, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Secondary Offering [Member] | Secondary Offering [Member] | Secondary Offering [Member] | Secondary Offering [Member] | ||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | 11,600,000 | ' | ' | ' | ' | 7,900,000 | 9,800,000 | ' | ' |
Proceed from issuance of initial public offering | $233,300,000 | $0 | $234,944,000 | ' | ' | ' | ' | ' | ' |
Payment of initial public offering costs | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock conversion ratio, Class L common stock into Class A common stock | ' | ' | ' | ' | 35.1955 | ' | ' | ' | ' |
Common stock, authorized | ' | 475,000,000 | ' | 475,000,000 | 475,000,000 | ' | ' | ' | ' |
Preferred stock, authorized | ' | 25,000,000 | ' | 25,000,000 | 25,000,000 | ' | ' | ' | ' |
Proceeds from issuance of secondary offering | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Offering cost incurred | ' | ' | ' | ' | ' | ' | ' | $600,000 | $600,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Line Items] | ' |
Goodwill, Acquired During Period | $5,378 |
Goodwill [Roll Forward] | ' |
Beginning balance | 1,096,283 |
Adjustments to prior year acquisitions | 699 |
Effect of foreign currency translation | -5,520 |
Ending balance | 1,096,840 |
Full Service Center-based Care [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Acquired During Period | 5,378 |
Goodwill [Roll Forward] | ' |
Beginning balance | 912,134 |
Adjustments to prior year acquisitions | 902 |
Effect of foreign currency translation | -4,695 |
Ending balance | 913,719 |
Back-up Dependent Care [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Acquired During Period | 0 |
Goodwill [Roll Forward] | ' |
Beginning balance | 160,145 |
Adjustments to prior year acquisitions | 0 |
Effect of foreign currency translation | -825 |
Ending balance | 159,320 |
Other Educational Advisory Services [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Acquired During Period | 0 |
Goodwill [Roll Forward] | ' |
Beginning balance | 24,004 |
Adjustments to prior year acquisitions | -203 |
Effect of foreign currency translation | 0 |
Ending balance | $23,801 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets, Gross [Abstract] | ' | ' |
Cost | $406,592 | $406,607 |
Accumulated amortization | -176,923 | -155,520 |
Net carrying amount | 229,669 | 251,087 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ' | ' |
Cost | 590,408 | 590,580 |
Net carrying amount | 413,485 | 435,060 |
Contractual Rights and Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross [Abstract] | ' | ' |
Weighted average amortization period | '14 years 5 months 24 days | '14 years 5 months 24 days |
Cost | 400,535 | 400,481 |
Accumulated amortization | -174,809 | -153,939 |
Net carrying amount | 225,726 | 246,542 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross [Abstract] | ' | ' |
Weighted average amortization period | '8 years 1 month 24 days | '8 years 1 month 6 days |
Cost | 6,002 | 6,072 |
Accumulated amortization | -2,071 | -1,542 |
Net carrying amount | 3,931 | 4,530 |
Non-Compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross [Abstract] | ' | ' |
Weighted average amortization period | '5 years 0 months 0 days | '5 years |
Cost | 55 | 54 |
Accumulated amortization | -43 | -39 |
Net carrying amount | 12 | 15 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross [Abstract] | ' | ' |
Accumulated amortization | 0 | 0 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ' | ' |
Cost | 183,816 | 183,973 |
Net carrying amount | $183,816 | $183,973 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Estimated Amortization Expense Related to Intangible Assets (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Remainder of 2014 | $7,144 |
2015 | 26,733 |
2016 | 25,465 |
2017 | 24,640 |
2018 | $23,676 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 22, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Apr. 10, 2013 | Sep. 30, 2014 | |
Series of Individually Immaterial Business Acquisitions [Member] | Children's Choice Learning Centers [Member] | Children's Choice Learning Centers [Member] | Children's Choice Learning Centers [Member] | Kidsunlimited Group Limited [Member] | Kidsunlimited Group Limited [Member] | Kidsunlimited Group Limited [Member] | Kidsunlimited Group Limited [Member] | Huntyard Limited [Member] | ||||||
Center | United States | United Kingdom | ||||||||||||
Center | Nursery | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of centers acquired | ' | ' | ' | ' | ' | 3 | ' | ' | 49 | ' | ' | ' | 64 | ' |
Cash consideration | ' | ' | ' | ' | ' | $6,500,000 | ' | ' | $50,800,000 | ' | ' | ' | $68,900,000 | ' |
Goodwill | 1,096,840,000 | ' | 1,096,840,000 | ' | 1,096,283,000 | 5,400,000 | 37,732,000 | 38,818,000 | ' | 52,977,000 | 52,977,000 | 55,349,000 | ' | ' |
Amortization of Intangible assets | 6,959,000 | 7,699,000 | 22,068,000 | 22,049,000 | ' | ' | 11,300,000 | ' | ' | 15,900,000 | ' | ' | ' | ' |
Amortization period of Intangible assets | ' | ' | ' | ' | ' | ' | '11 years | ' | ' | '8 years | ' | ' | ' | ' |
Percentage of share purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Deferred tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' |
Intangible assets including customer relationship | ' | ' | ' | ' | ' | 1,200,000 | 11,610,000 | 12,800,000 | ' | ' | 18,207,000 | 17,442,000 | ' | ' |
Fixed assets acquired | ' | ' | ' | ' | ' | 300,000 | 6,172,000 | 5,637,000 | ' | ' | 13,709,000 | 13,901,000 | ' | ' |
Working capital deficit acquired | ' | ' | ' | ' | ' | -400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution of revenues by acquired business | $334,976,000 | $308,663,000 | $1,015,231,000 | $899,599,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $91,400,000 |
Acquisition_Allocation_of_Purc
Acquisition - Allocation of Purchased Assets and Liabilities (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | Children's Choice Learning Centers [Member] | Children's Choice Learning Centers [Member] | Scenario, Adjustment [Member] | ||
Children's Choice Learning Centers [Member] | |||||
Loans At Acquisition Date [Line Items] | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | $855 | $981 | ($126) |
Prepaids and other assets | ' | ' | 745 | 334 | 411 |
Fixed assets | ' | ' | 6,172 | 5,637 | 535 |
Intangible assets, primarily customer relationships | ' | ' | 11,610 | 12,800 | -1,190 |
Goodwill | 1,096,840 | 1,096,283 | 37,732 | 38,818 | -1,086 |
Total assets acquired | ' | ' | 57,114 | 58,570 | -1,456 |
Accounts payable and accrued expenses | ' | ' | -5,459 | -3,441 | -2,018 |
Deferred revenue and parent deposits | ' | ' | -867 | -885 | 18 |
Total liabilities assumed | ' | ' | -6,326 | -4,326 | -2,000 |
Purchase price | ' | ' | $50,788 | $54,244 | ($3,456) |
Acquisitions_Allocation_of_Pur
Acquisitions - Allocation of Purchase Price (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Kidsunlimited Group Limited [Member] | Kidsunlimited Group Limited [Member] | Kidsunlimited Group Limited [Member] | Scenario, Adjustment [Member] | ||
Kidsunlimited Group Limited [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | $4,888 | $4,888 | $0 |
Accounts receivable | ' | ' | ' | 1,809 | 1,809 | 0 |
Prepaids and other assets | ' | ' | ' | 2,509 | 2,509 | 0 |
Fixed assets | ' | ' | ' | 13,709 | 13,901 | -192 |
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Favorable Leases | ' | ' | ' | 2,892 | 0 | 2,892 |
Intangible assets, primarily customer relationships | ' | ' | ' | 18,207 | 17,442 | 765 |
Goodwill | 1,096,840 | 1,096,283 | 52,977 | 52,977 | 55,349 | -2,372 |
Total assets acquired | ' | ' | ' | 96,991 | 95,898 | 1,093 |
Accounts payable and accrued expenses | ' | ' | ' | -5,652 | -9,450 | 3,798 |
Unfavorable leasehold interests | ' | ' | ' | -7,084 | -1,759 | -5,325 |
Deferred revenue and parent deposits | ' | ' | ' | -4,475 | -12,853 | 8,378 |
Other current liabilities | ' | ' | ' | -8,378 | 0 | -8,378 |
Deferred taxes | ' | ' | ' | -2,490 | -2,735 | 245 |
Total liabilities assumed | ' | ' | ' | -28,079 | -26,797 | -1,282 |
Purchase price | ' | ' | ' | $68,912 | $69,101 | ($189) |
Acquisitions_Summary_of_Operat
Acquisitions - Summary of Operating Results (Detail) (Kidsunlimited Group Limited [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Kidsunlimited Group Limited [Member] | ' |
Business Acquisition [Line Items] | ' |
Revenue | $943,745 |
Net (loss) income attributable to Bright Horizons Family Solutions Inc. | ($9,221) |
Borrowing_Arrangements_Outstan
Borrowing Arrangements - Outstanding Borrowing (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Borrowings [Line Items] | ' | ' |
Outstanding borrowings | $776,200 | $782,100 |
Deferred financing costs and original issue discount | -15,618 | -17,877 |
Total debt | 760,557 | 764,223 |
Less current maturities | 7,900 | 7,900 |
Long-term debt | 752,657 | 756,323 |
Term Loan [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Outstanding borrowings | $776,175 | $782,100 |
Revolving Credit Facility [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Debt, Weighted Average Interest Rate | 5.00% | ' |
Borrowing_Arrangements_Additio
Borrowing Arrangements - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Debt Instrument [Line Items] | ' |
Effective interest rate for the term loans | 3.75% |
Financing Fees | $12.70 |
Discount and Issuance Cost | 7.9 |
Amortization of deferred financing costs | 1.4 |
Amortization expense of original issuance discount costs | 0.8 |
Term Loan Facility [Member] | ' |
Debt Instrument [Line Items] | ' |
Weighted average interest rate | 3.83% |
Revolving Credit Facility [Member] | ' |
Debt Instrument [Line Items] | ' |
Weighted average interest rate | 5.00% |
Line of Credit Facility, Maximum Borrowing Capacity | $100 |
Borrowing_Arrangements_Future_
Borrowing Arrangements - Future Principal Payments Under New Term Loan (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long Term Debt Maturities Estimated Repayments Of Principal [Line Items] | ' | ' |
Long Term Debt Maturities Repayments Of Principal, Total | $776,200 | $782,100 |
Term Loan Facility [Member] | ' | ' |
Long Term Debt Maturities Estimated Repayments Of Principal [Line Items] | ' | ' |
Future minimum payments remainder of 2014 | 1,975 | ' |
Future minimum payments in 2015 | 7,900 | ' |
Future minimum payments in 2016 | 7,900 | ' |
Future minimum payments in 2017 | 7,900 | ' |
Future minimum payments in 2018 | 7,900 | ' |
Future minimum payments due thereafter | 742,600 | ' |
Long Term Debt Maturities Repayments Of Principal, Total | $776,175 | ' |
Earnings_Loss_Per_Share_Additi
Earnings (Loss) Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Common Stock Class A [Member] | ' | ' | ' | ' |
Earnings Per Share [Line Items] | ' | ' | ' | ' |
Options to Purchase Common Stock Shares Outstanding excluded from diluted earnings per share | 900,000 | 100,000 | 900,000 | 4,700,000 |
Restricted Stock [Member] | ' | ' | ' | ' |
Earnings Per Share [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vesting Period | ' | ' | '3 years | ' |
Earnings_Loss_Per_Share_Comput
Earnings (Loss) Per Share - Computation of Basic Earnings Per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | $15,379 | $15,044 | $53,141 | ($11,120) |
Weighted average number of common shares: | ' | ' | ' | ' |
Weighted average number (shares) | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 |
Earnings (loss) per share: | ' | ' | ' | ' |
Common stock-basic (usd per share) | $0.23 | $0.23 | $0.81 | ($0.18) |
Common Stock [Member] | ' | ' | ' | ' |
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | 15,319 | 15,044 | 52,936 | -11,120 |
Weighted average number of common shares: | ' | ' | ' | ' |
Weighted average number (shares) | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 |
Unvested Participating Shares [Member] | ' | ' | ' | ' |
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | $60 | $0 | $205 | $0 |
Weighted average number of common shares: | ' | ' | ' | ' |
Weighted average number (shares) | 259,525 | 0 | 254,719 | 0 |
Earnings_Loss_Per_Share_Earnin
Earnings (Loss) Per Share Earnings (Loss) Per Share - Computation of Diluted Earnings per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Diluted earnings per share: | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | $15,379 | $15,044 | $53,141 | ($11,120) |
Earnings allocated to common stock | 15,320 | 15,044 | 52,941 | -11,120 |
Weighted average number of common shares: | ' | ' | ' | ' |
Common stock-basic (shares) | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 |
Common stock-diluted (shares) | 67,635,657 | 66,831,413 | 67,433,972 | 61,815,607 |
Earnings (loss) per share: | ' | ' | ' | ' |
Common stock-diluted (usd per share) | $0.23 | $0.23 | $0.79 | ($0.18) |
Common Stock [Member] | ' | ' | ' | ' |
Diluted earnings per share: | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | 15,319 | 15,044 | 52,936 | -11,120 |
Weighted average number of common shares: | ' | ' | ' | ' |
Common stock-basic (shares) | 66,087,184 | 64,916,558 | 65,755,911 | 61,815,607 |
Unvested Participating Shares [Member] | ' | ' | ' | ' |
Diluted earnings per share: | ' | ' | ' | ' |
Allocation of net income (loss) to common stock | 60 | 0 | 205 | 0 |
Adjusted earnings | ($59) | $0 | ($200) | $0 |
Weighted average number of common shares: | ' | ' | ' | ' |
Common stock-basic (shares) | 259,525 | 0 | 254,719 | 0 |
Stock Options [Member] | ' | ' | ' | ' |
Weighted average number of common shares: | ' | ' | ' | ' |
Dilutive effect (shares) | 1,548,473 | 1,914,855 | 1,678,061 | 0 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||
Mar. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 24, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | Restricted Stock [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Selling, General and Administrative Expenses [Member] | Cost of Sales [Member] | |||||
2012 Omnibus Long-Term Incentive Plan [Member] | 2012 Omnibus Long-Term Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized stock repurchase amount | $225,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares repurchased | ' | 177,639 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for repurchase of common stock | ' | 7,233,000 | 7,233,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized for equity awards | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock available for grant | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options granted | ' | ' | ' | ' | 893,877 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average price at time of grant (in dollars per share) | ' | ' | ' | ' | $36.75 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option vesting period | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '5 years | ' | ' | ' |
Weighted average fair value of options granted (usd per share) | ' | ' | $11.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | 1.82% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life of options | ' | ' | '5 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares granted | ' | ' | ' | ' | ' | ' | 259,525 | 6,066 | ' | ' | ' | ' | ' |
Restricted stock awards - vesting period | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' |
Restricted stock price as percentage of fair value | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
Unvested shares of restricted stock outstanding | ' | ' | ' | ' | ' | ' | 259,525 | ' | ' | ' | ' | ' | ' |
Maximum period after which awards can be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Weighted average grant date fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $39.58 | ' | ' | ' | ' | ' |
Total value of granted (and vested) awards | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Total recorded stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 500,000 |
Total unrecognized compensation expense | ' | $15,500,000 | $15,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Effective income tax rates | 37.60% | 19.60% | 36.60% | 31.10% | ' |
Unrecognized income tax benefit | $2,000,000 | ' | $2,000,000 | ' | $2,000,000 |
Interest and penalties accrued for income tax | 1,700,000 | ' | 1,700,000 | ' | 1,600,000 |
Minimum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Change in uncertain tax positions | 0 | ' | 0 | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Change in uncertain tax positions | 1,000,000 | ' | 1,000,000 | ' | ' |
Federal [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Statute of limitations | ' | ' | '3 years | ' | ' |
State [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Significant settlements of state audits | $0 | ' | ' | ' | ' |
Number of income tax audits in process | ' | ' | 4 | ' | ' |
State [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Statute of limitations | ' | ' | '3 years | ' | ' |
State [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Statute of limitations | ' | ' | '5 years | ' | ' |
Foreign [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Statute of limitations | ' | ' | '1 year | ' | ' |
Foreign [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' | ' |
Statute of limitations | ' | ' | '7 years | ' | ' |
Fair_Value_Measures_Additional
Fair Value Measures - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Revenue [Member] | Accounts Receivable [Member] | |||
Customer | Customer | |||||
Fair Value Measurements Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Long Term Debt, Carrying Value | $776,200,000 | $782,100,000 | ' | ' | ' | ' |
Long Term Debt, Fair Value | ' | ' | $767,400,000 | $784,100,000 | ' | ' |
Concentration risk percentage | ' | ' | ' | ' | 10.00% | 10.00% |
Number of Customer Generating more than 10% | ' | ' | ' | ' | 0 | ' |
Clients accounting for more than benchmark | ' | ' | ' | ' | ' | 0 |
Segment_Information_Income_fro
Segment Information - Income from Operations by Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | $334,976,000 | $308,663,000 | $1,015,231,000 | $899,599,000 | |||
Amortization of intangibles | 6,959,000 | 7,699,000 | 22,068,000 | 22,049,000 | |||
Income (loss) from operations | 33,046,000 | 27,789,000 | [1] | 109,592,000 | [2] | 78,623,000 | [3] |
Full Service Center-based Care [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Acquisition related costs | ' | 1,700,000 | 600,000 | ' | |||
Revenue | ' | ' | 870,546,000 | 775,358,000 | |||
Amortization of intangibles | ' | ' | 21,090,000 | 21,279,000 | |||
Income (loss) from operations | ' | ' | 70,587,000 | [2] | 49,326,000 | [3] | |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | ' | ' | ' | 13,300,000 | |||
Back-up Dependent Care [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | ' | ' | 120,689,000 | 107,526,000 | |||
Amortization of intangibles | ' | ' | 543,000 | 543,000 | |||
Income (loss) from operations | ' | ' | 36,229,000 | [2] | 28,609,000 | [3] | |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | ' | ' | ' | 1,900,000 | |||
Other Educational Advisory Services [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | ' | ' | 23,996,000 | 16,715,000 | |||
Amortization of intangibles | ' | ' | 435,000 | 227,000 | |||
Income (loss) from operations | ' | ' | 2,776,000 | [2] | 688,000 | [3] | |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | ' | ' | ' | 800,000 | |||
Operating Segments [Member] | Full Service Center-based Care [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | 282,798,000 | 263,198,000 | ' | ' | |||
Amortization of intangibles | 6,634,000 | 7,442,000 | ' | ' | |||
Income (loss) from operations | 19,079,000 | 16,392,000 | [1] | ' | ' | ||
Operating Segments [Member] | Back-up Dependent Care [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | 43,493,000 | 38,648,000 | ' | ' | |||
Amortization of intangibles | 181,000 | 181,000 | ' | ' | |||
Income (loss) from operations | 12,356,000 | 10,215,000 | [1] | ' | ' | ||
Operating Segments [Member] | Other Educational Advisory Services [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Revenue | 8,685,000 | 6,817,000 | ' | ' | |||
Amortization of intangibles | 144,000 | 76,000 | ' | ' | |||
Income (loss) from operations | 1,611,000 | 1,182,000 | [1] | ' | ' | ||
Affiliated Entity [Member] | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | ' | ' | ' | $7,500,000 | |||
[1] | (1) For the three months ended September 30, 2013, income from operations includes secondary offering expenses and acquisition related costs of $1.7 million which has been allocated to full service center-based care. | ||||||
[2] | For the nine months ended September 30, 2014, income from operations includes secondary offering expenses of $0.6 million which has been allocated to full service center-based care. | ||||||
[3] | For the nine months ended September 30, 2013, income from operations includes expenses incurred in connection with the Offering, including a $7.5 million fee for the termination of the management agreement with Bain Capital Partners LLC, and $5.0 million for certain stock options that vested upon completion of the Offering, and acquisition related costs. These costs have been allocated on a proportionate basis to each segment ($13.3 million to full service center-based care, $1.9 million to back-up dependent care, and $0.8 million to other educational services). |
Segment_Information_Income_fro1
Segment Information - Income from Operations by Segment (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Stock options vested upon completion of Offering | ' | ' | $5 |
Sponsor [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Agreement termination fee | ' | ' | 7.5 |
Full Service Center-based Care [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Acquisition related costs | 1.7 | 0.6 | ' |
Expenses incurred in connection with the modification of stock options | ' | ' | 13.3 |
Back-up Dependent Care [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Expenses incurred in connection with the modification of stock options | ' | ' | 1.9 |
Other Educational Advisory Services [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Expenses incurred in connection with the modification of stock options | ' | ' | $0.80 |
Transactions_with_Related_Part1
Transactions with Related Parties - Additional Information (Detail) (Sponsor [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 |
Sponsor [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Annual payment under the agreement | $2.50 | ' |
Agreement expiration date | 31-May-18 | ' |
Agreement termination fee | $7.50 | ' |
Percentage of common stock held by investment funds affiliated with sponsor | ' | 51.50% |