Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | true | |
Document Period End Date | Sep. 30, 2019 | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | false | |
Entity Registrant Name | BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |
(State or other jurisdiction of incorporation) | DE | |
(Commission File Number) | 001-35780 | |
(I.R.S. Employer Identification Number) | 80-0188269 | |
(Address of principal executive offices) | 200 Talcott Avenue | |
Entity Address, City or Town | Watertown, | |
Entity Address, State or Province | MA | |
(Zip code) | 02472 | |
City Area Code | (617) | |
Local Phone Number | 673-8000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Emerging growth company | false | |
Smaller reporting company | false | |
Title of each class | Common Stock, $0.001 par value per share | |
Trading Symbol(s) | BFAM | |
Name of each exchange on which registered | NYSE | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (shares) | 58,181,832 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001437578 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 48,529,000 | $ 15,450,000 |
Accounts receivable — net | 117,573,000 | 131,178,000 |
Prepaid expenses and other current assets | 62,027,000 | 47,263,000 |
Total current assets | 228,129,000 | 193,891,000 |
Fixed assets — net | 601,168,000 | 597,141,000 |
Goodwill | 1,371,905,000 | 1,347,611,000 |
Other intangibles — net | 305,918,000 | 323,035,000 |
Operating lease right-of-use assets | 658,134,000 | 0 |
Other assets | 45,972,000 | 62,628,000 |
Total assets | 3,211,226,000 | 2,524,306,000 |
Current liabilities: | ||
Current portion of long-term debt | 10,750,000 | 10,750,000 |
Borrowings under revolving credit facility | 0 | 118,200,000 |
Accounts payable and accrued expenses | 180,577,000 | 154,195,000 |
Current portion of operating lease liabilities | 80,905,000 | 0 |
Deferred revenue | 175,163,000 | 170,416,000 |
Other current liabilities | 22,596,000 | 30,224,000 |
Total current liabilities | 469,991,000 | 483,785,000 |
Long-term debt — net | 1,030,254,000 | 1,036,870,000 |
Operating lease liabilities | 643,089,000 | 71,817,000 |
Other long-term liabilities | 94,308,000 | 75,368,000 |
Deferred revenue | 5,258,000 | 5,683,000 |
Deferred income taxes | 73,831,000 | 71,306,000 |
Total liabilities | 2,316,731,000 | 1,744,829,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 25,000,000 shares authorized and no shares issued or outstanding at September 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.001 par value; 475,000,000 shares authorized; 57,917,567 and 57,494,468 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 58,000 | 57,000 |
Additional paid-in capital | 663,227,000 | 648,651,000 |
Accumulated other comprehensive loss | (94,537,000) | (62,355,000) |
Retained earnings | 325,747,000 | 193,124,000 |
Total stockholders’ equity | 894,495,000 | 779,477,000 |
Total liabilities and stockholders’ equity | $ 3,211,226,000 | $ 2,524,306,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 475,000,000 | 475,000,000 |
Common stock, issued | 57,917,567 | 57,494,468 |
Common stock, outstanding | 57,917,567 | 57,494,468 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 511,584 | $ 471,585 | $ 1,541,402 | $ 1,424,941 |
Cost of services | 386,364 | 358,545 | 1,149,614 | 1,072,320 |
Gross profit | 125,220 | 113,040 | 391,788 | 352,621 |
Selling, general and administrative expenses | 53,964 | 49,427 | 166,330 | 152,776 |
Amortization of intangible assets | 8,627 | 8,153 | 25,086 | 24,477 |
Income from operations | 62,629 | 55,460 | 200,372 | 175,368 |
Interest expense — net | (10,955) | (11,795) | (34,626) | (35,459) |
Income before income tax | 51,674 | 43,665 | 165,746 | 139,909 |
Income tax expense | (10,420) | (10,065) | (33,123) | (28,585) |
Net income | $ 41,254 | $ 33,600 | $ 132,623 | $ 111,324 |
Earnings per common share: | ||||
Common stock — basic | $ 0.71 | $ 0.58 | $ 2.28 | $ 1.91 |
Common stock — diluted | $ 0.69 | $ 0.57 | $ 2.24 | $ 1.88 |
Weighted average number of common shares outstanding: | ||||
Common stock — diluted | 59,132,689 | 58,924,423 | 58,941,612 | 59,044,561 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 41,254 | $ 33,600 | $ 132,623 | $ 111,324 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (20,157) | (9,914) | (23,975) | (23,602) |
Unrealized gain (loss) on interest rate swaps and investments, net of tax | (1,037) | 935 | (8,207) | 7,923 |
Total other comprehensive loss | (21,194) | (8,979) | (32,182) | (15,679) |
Comprehensive income | $ 20,060 | $ 24,621 | $ 100,441 | $ 95,645 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Changes In Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock, at Cost | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2017 | 58,013,144 | |||||
Beginning balance at Dec. 31, 2017 | $ 749,060 | $ 58 | $ 747,155 | $ 0 | $ (33,296) | $ 35,143 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 10,304 | 10,304 | ||||
Issuance of common stock under the Equity Incentive Plan (in shares) | 680,344 | |||||
Issuance of common stock under the Equity Incentive Plan | 18,381 | $ 1 | 18,380 | |||
Options received in net share settlement of stock option exercises and vesting of restricted stock (in shares) | (76,954) | |||||
Shares received in net share settlement of stock option exercises and vesting of restricted stock | (7,452) | (7,452) | ||||
Purchase of treasury stock | (85,725) | (85,725) | ||||
Retirement of treasury stock (in shares) | (839,852) | |||||
Retirement of treasury stock | 0 | $ (1) | (85,724) | 85,725 | ||
Other comprehensive loss | (15,679) | (15,679) | ||||
Other comprehensive loss | (15,679) | |||||
Net income | 111,324 | 111,324 | ||||
Ending balance (in shares) at Sep. 30, 2018 | 57,776,682 | |||||
Ending balance at Sep. 30, 2018 | 780,213 | $ 58 | 682,663 | 0 | (48,975) | 146,467 |
Beginning balance (in shares) at Jun. 30, 2018 | 57,660,575 | |||||
Beginning balance at Jun. 30, 2018 | 749,022 | $ 58 | 676,093 | 0 | (39,996) | 112,867 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 3,715 | 3,715 | ||||
Issuance of common stock under the Equity Incentive Plan (in shares) | 119,517 | |||||
Issuance of common stock under the Equity Incentive Plan | 3,233 | $ 0 | 3,233 | |||
Options received in net share settlement of stock option exercises and vesting of restricted stock (in shares) | (3,410) | |||||
Shares received in net share settlement of stock option exercises and vesting of restricted stock | (378) | (378) | ||||
Other comprehensive loss | (8,979) | (8,979) | ||||
Other comprehensive loss | (8,979) | |||||
Net income | 33,600 | 33,600 | ||||
Ending balance (in shares) at Sep. 30, 2018 | 57,776,682 | |||||
Ending balance at Sep. 30, 2018 | 780,213 | $ 58 | 682,663 | 0 | (48,975) | 146,467 |
Beginning balance (in shares) at Dec. 31, 2018 | 57,494,468 | |||||
Beginning balance at Dec. 31, 2018 | 779,477 | $ 57 | 648,651 | 0 | (62,355) | 193,124 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 12,339 | 12,339 | ||||
Issuance of common stock under the Equity Incentive Plan (in shares) | 554,758 | |||||
Issuance of common stock under the Equity Incentive Plan | 21,184 | $ 1 | 21,183 | |||
Options received in net share settlement of stock option exercises and vesting of restricted stock (in shares) | (51,658) | |||||
Shares received in net share settlement of stock option exercises and vesting of restricted stock | (6,531) | (6,531) | ||||
Purchase of treasury stock | (12,415) | (12,415) | ||||
Retirement of treasury stock (in shares) | (80,001) | |||||
Retirement of treasury stock | 0 | $ 0 | (12,415) | 12,415 | ||
Other comprehensive loss | (32,182) | (32,182) | ||||
Other comprehensive loss | (32,182) | |||||
Net income | 132,623 | 132,623 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 57,917,567 | |||||
Ending balance at Sep. 30, 2019 | 894,495 | $ 58 | 663,227 | 0 | (94,537) | 325,747 |
Beginning balance (in shares) at Jun. 30, 2019 | 57,898,902 | |||||
Beginning balance at Jun. 30, 2019 | 878,362 | $ 58 | 667,154 | 0 | (73,343) | 284,493 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 4,721 | 4,721 | ||||
Issuance of common stock under the Equity Incentive Plan (in shares) | 100,462 | |||||
Issuance of common stock under the Equity Incentive Plan | 4,128 | $ 0 | 4,128 | |||
Options received in net share settlement of stock option exercises and vesting of restricted stock (in shares) | (6,296) | |||||
Shares received in net share settlement of stock option exercises and vesting of restricted stock | (991) | (991) | ||||
Purchase of treasury stock | (11,785) | (11,785) | ||||
Retirement of treasury stock (in shares) | (75,501) | |||||
Retirement of treasury stock | 0 | $ 0 | (11,785) | 11,785 | ||
Other comprehensive loss | (21,194) | (21,194) | ||||
Other comprehensive loss | (21,194) | |||||
Net income | 41,254 | 41,254 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 57,917,567 | |||||
Ending balance at Sep. 30, 2019 | $ 894,495 | $ 58 | $ 663,227 | $ 0 | $ (94,537) | $ 325,747 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||||||||
Net income | $ 41,254 | $ 33,600 | $ 132,623 | $ 111,324 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 80,427 | 75,146 | ||||||
Stock-based compensation expense | 12,339 | 10,304 | ||||||
Deferred income taxes | 4,085 | (3,719) | ||||||
Other non-cash adjustments — net | 66 | 3,286 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 14,789 | 11,672 | ||||||
Prepaid expenses and other current assets | (11,343) | 6,261 | ||||||
Accounts payable and accrued expenses | 22,695 | 25,151 | ||||||
Deferred revenue | 4,046 | (1,282) | ||||||
Leases | 9,565 | 2,592 | ||||||
Other assets | (344) | (4,808) | ||||||
Other current and long-term liabilities | 3,482 | 3,769 | ||||||
Net cash provided by operating activities | 272,430 | 239,696 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of fixed assets | (74,492) | (62,861) | ||||||
Proceeds from the disposal of fixed assets | 4,331 | 312 | ||||||
Purchases of debt securities and other investments | (20,090) | 0 | ||||||
Purchase of equity method investment | (5,772) | 0 | ||||||
Payments and settlements for acquisitions — net of cash acquired | (30,841) | (51,744) | ||||||
Net cash used in investing activities | (126,864) | (114,293) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Borrowings under revolving credit facility | 172,874 | 493,100 | ||||||
Payments under revolving credit facility | (290,732) | (526,200) | ||||||
Principal payments of long-term debt | (8,063) | (8,063) | ||||||
Payments for debt issuance costs | 0 | (292) | ||||||
Purchase of treasury stock | (12,023) | (85,725) | ||||||
Taxes paid related to the net share settlement of stock options and restricted stock | (6,531) | (7,452) | ||||||
Proceeds from issuance of common stock upon exercise of options | 17,607 | 14,893 | ||||||
Proceeds from issuance of restricted stock | 3,899 | 4,457 | ||||||
Payments of deferred and contingent consideration for acquisitions | (4,200) | (2,965) | ||||||
Net cash used in financing activities | (127,169) | (118,247) | ||||||
Effect of exchange rates on cash, cash equivalents and restricted cash | 34 | (271) | ||||||
Net increase in cash, cash equivalents and restricted cash | 18,431 | 6,885 | ||||||
Cash, cash equivalents and restricted cash — beginning of period | 38,478 | 36,570 | $ 36,570 | |||||
Cash, cash equivalents and restricted cash — end of period | 56,909 | 43,455 | 56,909 | 43,455 | 38,478 | |||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | ||||||||
Cash and cash equivalents | $ 48,529 | $ 15,450 | $ 21,304 | |||||
Restricted cash and cash equivalents, included in prepaid expenses and other current assets | 8,380 | 7,770 | ||||||
Restricted cash and cash equivalents, included in other assets | 0 | 14,381 | ||||||
Total cash, cash equivalents and restricted cash — end of period | $ 56,909 | $ 43,455 | 38,478 | 36,570 | $ 38,478 | 56,909 | $ 38,478 | 43,455 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Cash payments of interest | 33,053 | 34,197 | ||||||
Cash payments of income taxes | 40,691 | 28,939 | ||||||
NON-CASH TRANSACTIONS: | ||||||||
Fixed asset purchases recorded in accounts payable and accrued expenses | $ 5,519 | $ 5,100 | ||||||
Contingent consideration issued in business combinations | $ 16,621 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
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 center-based child care and early education, back-up child and elder care, tuition reimbursement program management, educational advisory services, and other support services for employers and families in the United States, the United Kingdom, the Netherlands, Puerto Rico, Canada, and India. The Company provides services designed to help employers, families and adult learners better address the challenges of work and family life primarily under multi-year contracts with employers who offer child care and other dependent care solutions, as well as educational advisory services, as part of their employee benefits packages in an effort to improve employee engagement. Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of September 30, 2019 and the condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 30, 2019 and the condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2019 and 2018 , reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Stockholders ’ Equity — The board of directors of the Company authorized a share repurchase program of up to $300 million of the Company’s outstanding common stock effective June 12, 2018. The share repurchase program has no expiration date. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, under Rule 10b5-1 plans, or by other means in accordance with federal securities laws. At September 30, 2019 , $246.6 million remained available under the repurchase program. Recently Adopted Pronouncements — On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02 , Leases (“ASC 842”), which requires lease assets and lease liabilities to be recognized on the balance sheet for the rights and obligations created by lease arrangements. The Company adopted the new lease guidance using the modified retrospective approach and the transition method available in accordance with ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides the option to use the effective date as the date of initial application of the guidance. As a result, the comparative information for prior periods has not been adjusted and continues to be reported in accordance with the accounting standards in effect for those periods under the previously applicable guidance. The Company evaluated its identified leases and applied the new lease guidance as further discussed in Note 3, Leases . The Company elected the package of practical expedients available under the transition guidance within ASC 842, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASC 842 as of January 1, 2019 resulted in the recognition of lease liabilities of $705.7 million , which consisted of current operating lease liabilities of $81.1 million and long-term operating lease liabilities of $624.6 million , and operating lease right-of-use assets (“ROUA” or “lease assets”) of $644.3 million . Upon adoption of ASC 842, lease obligations associated with deferred rent and lease incentives recorded under previous guidance were reclassified from other current liabilities and operating lease liabilities to the lease assets. The new lease guidance did not impact the consolidated statement of income or cash flows, or earnings per common share. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) , which expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The Company adopted the new guidance on January 1, 2019. The new guidance with respect to cash flow and net investment hedge relationships existing on the date of adoption is applied on a modified retrospective basis, and the new presentation and disclosure requirements are applied on a prospective basis. There was no impact to the Company’s consolidated financial statements and related disclosures from the adoption of this guidance. Recently Issued Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the existing guidance on the accounting for credit losses of certain financial instruments. This guidance requires entities to recognize the expected credit loss over the lifetime of certain financial instruments and modifies the impairment model for available-for-sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. This standard is applied by recording a cumulative effect adjustment to retained earnings upon adoption. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. REVENUE RECOGNITION Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into segments and geographical regions. Revenue disaggregated by segment and geographical region was as follows (in thousands): Full service Back-up care Educational Total Three months ended September 30, 2019 North America $ 298,770 $ 75,245 $ 20,736 $ 394,751 Europe 112,019 4,814 — 116,833 $ 410,789 $ 80,059 $ 20,736 $ 511,584 Three months ended September 30, 2018 North America $ 279,324 $ 64,860 $ 18,053 $ 362,237 Europe 107,724 1,624 — 109,348 $ 387,048 $ 66,484 $ 18,053 $ 471,585 Full service Back-up care Educational Total Nine months ended September 30, 2019 North America $ 920,113 $ 203,155 $ 58,911 $ 1,182,179 Europe 347,576 11,647 — 359,223 $ 1,267,689 $ 214,802 $ 58,911 $ 1,541,402 Nine months ended September 30, 2018 North America $ 858,035 $ 175,671 $ 51,162 $ 1,084,868 Europe 335,759 4,314 — 340,073 $ 1,193,794 $ 179,985 $ 51,162 $ 1,424,941 The classification “North America” is comprised of the Company’s United States, Canada, and Puerto Rico operations and the classification “Europe” includes the United Kingdom, Netherlands, and India operations. Deferred Revenue The Company records deferred revenue when payments are received in advance of the Company’s performance under the contract, which are recognized as revenue as the performance obligation is satisfied. During the nine months ended September 30, 2019 , $155.1 million was recognized as revenue related to the deferred revenue balance recorded at December 31, 2018 . During the nine months ended September 30, 2018 , $143.6 million was recognized as revenue related to the deferred revenue balance recorded at December 31, 2017 . Remaining Performance Obligations The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original contract term of one year or less, or for variable consideration allocated to the unsatisfied performance obligation of a series of services. The Company’s remaining performance obligations not subject to the practical expedients are not material. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 3. LEASES On January 1, 2019, the Company adopted ASC 842, Leases , which requires lease assets and lease liabilities to be recognized on the balance sheet for the rights and obligations created by lease arrangements. The Company adopted the new guidance using the modified retrospective transition method. Results for periods beginning on January 1, 2019, the effective date, are presented under the updated guidance, while comparative information for prior periods has not been adjusted and continues to be reported in accordance with the previous guidance under ASC 840, Leases . The Company has operating leases for certain of its full service and back-up child care and early education centers, corporate offices, call centers, and to a lesser extent, various office equipment, in the United States, the United Kingdom, the Netherlands, and Canada. Most of the leases expire within 10 years to 15 years and many contain renewal options and/or termination provisions. The Company does not have any finance leases as of September 30, 2019 . At contract inception, the Company reviews the terms to determine if an arrangement is a lease, and whether those lease obligations are operating or finance leases. At lease commencement, lease assets and lease liabilities are recognized on the consolidated balance sheet based on the present value of the unpaid lease payments, calculated using the Company’s incremental borrowing rate. Lease commencement occurs on the date the Company takes possession or control of the property or equipment. Leases may contain fixed and variable payment arrangements. Variable lease payments may be based on an index or rate, such as consumer price indices, and include rent escalations or market adjustment provisions. Lease payments used to measure lease liabilities include fixed lease payments as well as variable payments that depend on an index or rate based on the applicable index or rate at the lease commencement date. Lease assets are initially measured as the amount of the initial lease liability, adjusted for initial direct costs, lease payments made at or before the commencement date, and reduced by lease incentives received, such as tenant improvement allowances. The Company does not include options to renew or terminate the lease in the determination of lease assets and lease liabilities until it is reasonably certain that the option will be exercised based on management's assessment of various relevant factors including economic, entity-specific, and market-based factors, among others. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments, including those related to changes in the commencement date index or rate, are expensed as incurred. Lease expense is recognized to cost of services and selling, general and administrative expenses in the consolidated statement of income. The Company’s leases generally do not provide an implicit interest rate. Therefore, the Company uses an estimate of its incremental borrowing rate, based on the lease terms and economic environment at commencement date, in determining the present value of future payments. The Company has real estate leases that contain lease and non-lease components and has elected to account for lease and non-lease components in a contract as a single lease component. The non-lease components typically consist of common-area maintenance and utility costs. Fixed payments for non-lease components are considered part of the single lease component and included in the determination of the lease assets and lease liabilities, and variable payments are expensed as incurred. Additionally, lease contracts typically include other costs that do not transfer a separate good or service, such as reimbursement for real estate taxes and insurance, which are expensed as incurred as variable lease costs. For leases with a term of one year or less (“short-term leases”), the Company elected to not recognize the arrangements on the balance sheet and the lease payments are recognized in the consolidated statement of income on a straight-line basis over the lease term. The Company subleases certain properties that are not used in its operations. Sublease income was not significant for any of the periods presented. The Company’s lease agreements do not contain material restrictive covenants. Lease Expense The components of lease expense were as follows (in thousands): Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease expense (1) $ 34,166 $ 95,555 Variable lease expense (1) 8,752 25,738 Total lease expense $ 42,918 $ 121,293 (1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented. Other Information Supplemental cash flow information related to leases was as follows (in thousands): Nine months ended September 30, 2019 Operating Cash Flows: Cash paid for amounts included in the measurement of lease liabilities $ 94,775 Non-cash Transactions: Operating right-of-use assets obtained in exchange for operating lease liabilities — net $ 83,772 The weighted average remaining lease term and the weighted average discount rate as of September 30, 2019 were as follows: Operating Leases Weighted average remaining lease term (in years) 11 Weighted average discount rate 6.4% Maturity of Lease Liabilities The following table summarizes the maturity of lease liabilities as of September 30, 2019 (in thousands): Operating Leases Remainder of 2019 $ 22,288 2020 123,309 2021 112,001 2022 106,257 2023 97,811 Thereafter 541,596 Total lease payments 1,003,262 Less imputed interest (279,268 ) Present value of lease liabilities 723,994 Less current portion of operating lease liabilities (80,905 ) Long-term operating lease liabilities $ 643,089 As of September 30, 2019 , the Company had entered into additional operating leases that have not yet commenced with total fixed payment obligations of $119.7 million , inclusive of a new corporate office lease. The leases are expected to commence between the fourth quarter of fiscal 2019 and the fourth quarter of fiscal 2021, with the new corporate office lease expected to commence in the first quarter of 2020, and have initial lease terms of generally 10 years to 15 years . Prior Period Disclosures As of December 31, 2018 , future payments under operating leases were as follows as determined in accordance with the previous guidance under ASC 840 and as previously disclosed in the Company’s Annual Report on Form 10-K (in thousands): Operating Leases 2019 $ 120,352 2020 114,628 2021 101,710 2022 95,529 2023 87,530 Thereafter 476,861 Total future minimum lease payments $ 996,610 Rent expense for the three and nine months ended September 30, 2018 was $32.1 million and $94.8 million , respectively, as determined under ASC 840. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 4. ACQUISITIONS The Company’s growth strategy includes expansion through strategic and synergistic acquisitions. The goodwill resulting from these acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with our existing operations, as well as from benefits derived from gaining the related assembled workforce. 2019 Acquisitions and Investments During the nine months ended September 30, 2019 , the Company acquired two centers in the United States, four centers in the Netherlands, and one back-up care provider in the United Kingdom, in six separate business acquisitions, which were each accounted for as business combinations. These businesses were acquired for cash consideration of $30.7 million , net of cash acquired of $0.9 million , and consideration payable of $0.7 million . Additionally, contingent consideration of up to $20.0 million may be payable over the next four years if certain future performance targets are met. The Company recorded a preliminary fair value estimate of the contingent consideration of $16.6 million , as disclosed in Note 9, Fair Value Measurements . The Company recorded goodwill of $28.1 million related to the back-up care segment, which will not be deductible for tax purposes, and $12.6 million related to the full service center-based child care segment, of which $3.9 million will be deductible for tax purposes. In addition, the Company recorded intangible assets of $9.3 million , primarily consisting of client relationships that will be amortized over five years , as well as fixed assets and technology of $1.9 million , and deferred tax liabilities of $1.8 million 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 of September 30, 2019 , the purchase price allocations for these acquisitions remain open as the Company gathers additional information regarding the assets acquired and the liabilities assumed, and finalizes its determination of the estimated fair value of the contingent consideration at the date of acquisition. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition, which were not material to the Company’s financial results. During the nine months ended September 30, 2019 , the Company paid $4.2 million for deferred and contingent consideration, which were accrued at acquisition. Of this settlement, $3.5 million was for deferred consideration payable related to an acquisition completed in 2018, and $0.7 million was the final installment for contingent consideration related to an acquisition completed in 2016. In the nine months ended September 30, 2019 , the Company invested $5.8 million for a 20% interest in a provider of full service center-based child care and back-up care services in Germany, which is accounted for using the equity method. The equity method investment is included in other assets on the condensed consolidated balance sheet and, as of September 30, 2019 , the investment balance was $5.8 million . The equity in earnings (losses) of the investee through September 30, 2019 were immaterial. Subsequent to September 30, 2019 , the Company acquired the tuition program management services division of another organization for $20.1 million in the United States. 2018 Acquisitions During the year ended December 31, 2018 , the Company acquired ten centers in the Netherlands, six centers in the United States, and 20 centers in the United Kingdom in seven separate business acquisitions, which were each accounted for as business combinations. The centers were acquired for cash consideration of $66.8 million , net of cash acquired of $4.2 million , and consideration payable of $5.4 million . The Company recorded goodwill of $60.3 million related to the full service center-based child care segment, of which $13.9 million will be deductible for tax purposes. In addition, the Company recorded intangible assets of $8.6 million , consisting of trademarks and customer relationships that will be amortized over two years to five years , as well as fixed assets of $8.3 million , working capital of $1.1 million , and deferred tax liabilities of $1.9 million 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 of September 30, 2019 , the purchase price allocations for two of the 2018 acquisitions remain open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition, which were not material to the Company’s financial results. During the year ended December 31, 2018 , the Company paid $3.1 million for the settlement of a portion of the contingent consideration related to an acquisition completed in 2016, of which $3.0 million was accrued contingent consideration at acquisition with the remaining balance recorded to the income statement. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill were as follows (in thousands): Full service center-based child care Back-up care Educational advisory services Total Balance at January 1, 2018 $ 1,114,886 $ 168,105 $ 23,801 $ 1,306,792 Additions from acquisitions 60,266 — — 60,266 Effect of foreign currency translation (19,447 ) — — (19,447 ) Balance at December 31, 2018 1,155,705 168,105 23,801 1,347,611 Additions from acquisitions 12,611 28,100 — 40,711 Effect of foreign currency translation (14,701 ) (1,716 ) — (16,417 ) Balance at September 30, 2019 $ 1,153,615 $ 194,489 $ 23,801 $ 1,371,905 The Company also has intangible assets, which consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 14 years $ 398,331 $ (276,023 ) $ 122,308 Trade names 6 years 9,994 (6,950 ) 3,044 408,325 (282,973 ) 125,352 Indefinite-lived intangibles: Trade names N/A 180,566 — 180,566 $ 588,891 $ (282,973 ) $ 305,918 December 31, 2018 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 15 years $ 391,220 $ (253,588 ) $ 137,632 Trade names 7 years 10,183 (5,609 ) 4,574 401,403 (259,197 ) 142,206 Indefinite-lived intangibles: Trade names N/A 180,829 — 180,829 $ 582,232 $ (259,197 ) $ 323,035 The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2019 as follows (in thousands): Intangible asset amortization Remainder of 2019 $ 8,033 2020 $ 29,919 2021 $ 26,890 2022 $ 24,626 2023 $ 23,790 |
Credit Arrangements and Debt Ob
Credit Arrangements and Debt Obligations | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Credit Arrangements and Debt Obligations | 6. CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS Senior Secured Credit Facilities The Company’s $1.3 billion senior secured credit facilities consist of a $1.1 billion secured term loan facility (“term loan facility”) and a $225 million multi-currency revolving credit facility (“revolving credit facility”). The term loans mature on November 7, 2023 and require quarterly principal payments of $2.7 million , with the remaining principal balance due on November 7, 2023 . Outstanding term loan borrowings were as follows (in thousands): September 30, 2019 December 31, 2018 Term loans $ 1,048,125 $ 1,056,188 Deferred financing costs and original issue discount (7,121 ) (8,568 ) Total debt 1,041,004 1,047,620 Less current maturities 10,750 10,750 Long-term debt $ 1,030,254 $ 1,036,870 The revolving credit facility matures on July 31, 2022 . There were no borrowings outstanding on the revolving credit facility at September 30, 2019 . Borrowings outstanding on the revolving credit facility were $118.2 million at December 31, 2018 . All borrowings under the credit agreement are subject to variable interest. On May 31, 2018 , the Company amended its existing senior credit facilities to, among other changes, reduce the applicable interest rates of the term loan facility and the revolving credit facility. Effective as of May 31, 2018 , borrowings under the term loan facility bear interest at a rate per annum of 0.75% over the base rate, or 1.75% over the eurocurrency rate, which is the one, two, three or six month LIBOR rate or, with applicable lender approval, the twelve month or less than one month LIBOR rate. With respect to the term loan facility, the base rate is subject to an interest rate floor of 1.75% and the eurocurrency rate is subject to an interest rate floor of 0.75% . Borrowings under the revolving credit facility bear interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, or 1.50% to 1.75% over the eurocurrency rate. The effective interest rate for the term loans was 3.79% and 4.27% at September 30, 2019 and December 31, 2018 , respectively, and the weighted average interest rate was 4.16% and 3.76% for the nine months ended September 30, 2019 and 2018 , respectively, prior to the effects of any interest rate swap arrangements. The effective interest rate for the revolving credit facility was 4.76% at December 31, 2018 . The weighted average interest rate for the revolving credit facility was 3.86% and 3.97% for the nine months ended September 30, 2019 and 2018 , respectively. Certain financing fees and original issue discount costs are capitalized and are being amortized over the terms of the related debt instruments and amortization expense is included in interest expense. Amortization expense of deferred financing costs were $0.4 million for both the three months ended September 30, 2019 and 2018 , and were $1.2 million and $1.1 million for the nine months ended September 30, 2019 and 2018 , respectively. Amortization expense of original issue discount costs were $0.1 million for both the three months ended September 30, 2019 and 2018 and were $0.3 million for both the nine months ended September 30, 2019 and 2018 . All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC, our wholly-owned subsidiary, and its restricted subsidiaries, to: incur certain liens; make investments, loans, advances and acquisitions; incur additional indebtedness or guarantees; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; engage in transactions with affiliates; sell assets, including capital stock of our subsidiaries; alter the business conducted; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate or merge. In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp., our direct subsidiary, to be a passive holding company, subject to certain exceptions. The revolving credit facility requires Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum consolidated first lien net leverage ratio that is a quarterly maintenance based financial covenant. A breach of this covenant is subject to certain equity cure rights. The future principal payments under the term loans at September 30, 2019 were as follows (in thousands): Term Loans Remainder of 2019 $ 2,687 2020 10,750 2021 10,750 2022 10,750 2023 1,013,188 $ 1,048,125 Interest Rate Swap Agreements The Company is subject to interest rate risk as all borrowings under the senior secured credit facilities are subject to variable interest. In 2017, the Company entered into variable-to-fixed interest rate swap agreements to mitigate the exposure to variable interest arrangements on $500 million notional amount of the outstanding term loan borrowings. These swap agreements, designated and accounted for as cash flow hedges from inception, are scheduled to mature on October 31, 2021 . The Company is required to make monthly payments on the notional amount at a fixed average interest rate, plus the applicable rate for eurocurrency loans. Effective as of May 31, 2018 , the notional amount has been subject to an interest rate of approximately 3.65% . In exchange, the Company receives interest on the notional amount at a variable rate based on the one-month LIBOR rate, subject to a 0.75% floor. The interest rate swaps are recorded on the Company’s consolidated balance sheet at fair value and classified based on the instruments’ maturity dates. The Company records gains or losses resulting from changes in the fair value of the interest rate swaps to other comprehensive income or loss. These gains or losses are subsequently reclassified into earnings and recognized to interest expense in the Company’s consolidated statement of income in the period that the hedged interest expense on the term loan facility is recognized. As of September 30, 2019 , the fair value of the interest rate swap agreements was a liability of $3.4 million , which was recorded in other long-term liabilities on the consolidated balance sheet. As of December 31, 2018 , the fair value of the interest rate swap agreements was an asset of $7.9 million , which was recorded in other assets on the consolidated balance sheet. For the three months ended September 30, 2019 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ (960 ) Interest expense — net $ 443 $ (1,403 ) Income tax effect 258 Income tax expense (119 ) 377 Net of income taxes $ (702 ) $ 324 $ (1,026 ) For the three months ended September 30, 2018 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ 1,525 Interest expense — net $ 240 $ 1,285 Income tax effect (415 ) Income tax expense (65 ) (350 ) Net of income taxes $ 1,110 $ 175 $ 935 For the nine months ended September 30, 2019 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ (9,409 ) Interest expense—net $ 1,923 $ (11,332 ) Income tax effect 2,531 Income tax expense (517 ) 3,048 Net of income taxes $ (6,878 ) $ 1,406 $ (8,284 ) For the nine months ended September 30, 2018 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ 10,788 Interest expense — net $ (95 ) $ 10,883 Income tax effect (2,934 ) Income tax expense 26 (2,960 ) Net of income taxes $ 7,854 $ (69 ) $ 7,923 During the next twelve months, the Company estimates that a net loss of $1.3 million , pre-tax, will be reclassified from accumulated other comprehensive loss and recorded to interest expense, related to these interest rate swap agreements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 7. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share using the two-class method (in thousands, except share and per share amounts): Basic earnings per share: Three months ended Nine months ended 2019 2018 2019 2018 Net income $ 41,254 $ 33,600 $ 132,623 $ 111,324 Allocation of net income to common stockholders: Common stock $ 41,055 $ 33,409 $ 131,988 $ 110,705 Unvested participating shares 199 191 635 619 $ 41,254 $ 33,600 $ 132,623 $ 111,324 Weighted average number of common shares: Common stock 57,935,118 57,719,730 57,820,596 57,841,382 Unvested participating shares 280,711 330,089 277,750 323,689 Earnings per common share: Common stock $ 0.71 $ 0.58 $ 2.28 $ 1.91 Diluted earnings per share: Three months ended Nine months ended 2019 2018 2019 2018 Earnings allocated to common stock $ 41,055 $ 33,409 $ 131,988 $ 110,705 Earnings allocated to unvested participating shares 199 191 635 619 Adjusted earnings allocated to unvested participating shares (195 ) (187 ) (622 ) (607 ) Earnings allocated to common stock $ 41,059 $ 33,413 $ 132,001 $ 110,717 Weighted average number of common shares: Common stock 57,935,118 57,719,730 57,820,596 57,841,382 Effect of dilutive securities 1,197,571 1,204,693 1,121,016 1,203,179 59,132,689 58,924,423 58,941,612 59,044,561 Earnings per common share: Common stock $ 0.69 $ 0.57 $ 2.24 $ 1.88 Options outstanding to purchase 37,250 and 0.4 million shares of common stock were excluded from diluted earnings per share for the three months ended September 30, 2019 and 2018 , respectively, since their effect was anti-dilutive. Options outstanding to purchase 0.5 million shares of common stock were excluded from diluted earnings per share since their effect was anti-dilutive for both the nine months ended September 30, 2019 and 2018 . These options may become dilutive in the future. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company’s effective income tax rates were 20.2% and 23.1% for the three months ended September 30, 2019 and 2018 , respectively, and 20.0% and 20.4% for the nine months ended September 30, 2019 and 2018 , respectively. The effective income tax rate is based upon estimated income before income tax for the year, by jurisdiction, and estimated permanent and discrete tax adjustments. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including jurisdictional income tax rate changes, as well as discrete items such as the settlement of foreign, federal and state tax issues and the effects of excess tax benefits associated with the exercise of stock options and vesting of restricted stock, which is included as a reduction of tax expense. During the three and nine months ended September 30, 2019 , the excess tax benefit from stock-based compensation expense decreased tax expense by $2.8 million and $10.2 million , respectively. During the three and nine months ended September 30, 2018 , the excess tax benefit from stock-based compensation expense decreased tax expense by $2.4 million and $10.6 million , respectively. For the three and nine months ended September 30, 2019 , prior to the inclusion of the excess tax benefit, the effective income tax rates approximated 26% . For the three and nine months ended September 30, 2018 , prior to the inclusion of the excess tax benefit, the effective income tax rates approximated 28% . The Company’s unrecognized tax benefits were $5.6 million at September 30, 2019 and $5.4 million at December 31, 2018 . The Company expects the unrecognized tax benefits to change over the next twelve months if certain tax matters settle with the applicable taxing jurisdiction during this time frame, or, if the applicable statute of limitations lapses. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $3.5 million , exclusive of interest and penalties. The Company and its domestic subsidiaries are subject to audit for U.S. federal income tax as well as multiple state jurisdictions. U.S. federal income tax returns are typically subject to examination by the Internal Revenue Service (“IRS”) and have a statute of limitations of three years . The Company's filings for the tax years 2016 through 2018 are subject to audit based upon the federal statute of limitations. State income tax returns are generally subject to examination for a period of three years to four years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. As of September 30, 2019 , there was one state audit in process and the tax years from 2014 to 2018 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 year to five years . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 9. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows: Level 1 — Fair value is derived using quoted prices from active markets for identical investments. Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets. Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial measurement. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and borrowings under the revolving credit facility approximates their fair value because of their short-term nature. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents and accounts receivable. There were no significant changes to the Company’s exposure to credit risk during the three and nine months ended September 30, 2019 . Long-term Debt — The Company’s long-term debt is recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s long-term debt is based on current bid prices, which approximates carrying value. As such, the Company’s long-term debt was classified as Level 1, as defined under U.S. GAAP. As of September 30, 2019 , the carrying value and estimated fair value of long-term debt was $1.0 billion . As of December 31, 2018 , the carrying value and estimated fair value of long-term debt was $1.1 billion and $1.0 billion , respectively. Interest Rate Swap Agreements — The Company’s interest rate swap agreements are recorded at fair value, which were estimated using market-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. Additionally, the fair value of the interest rate swaps included consideration of credit risk. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA were largely based on observable market data, with the exception of certain assumptions regarding credit worthiness. As the magnitude of the CVA was not a significant component of the fair value of the interest rate swaps, it was not considered a significant input. The fair value of the interest rate swaps is classified as Level 2, as defined under U.S. GAAP. As of September 30, 2019 , the fair value of the interest rate swap agreements was a liability of $3.4 million , which was recorded in other long-term liabilities on the consolidated balance sheet. As of December 31, 2018 , the fair value of the interest rate swap agreements was an asset of $7.9 million , which was recorded in other assets on the consolidated balance sheet. Debt Securities — During the nine months ended September 30, 2019 , the Company purchased marketable debt securities, which were classified as available-for-sale. These securities were purchased by the Company's wholly-owned captive insurance company with restricted cash and are not available to fund operations. The Company’s investments in debt securities consist of U.S. Treasury and U.S. government agency securities, and are recorded at fair value. These securities are valued using quoted prices available in active markets. As such, the Company’s debt securities are classified as Level 1, as defined under U.S. GAAP. As of September 30, 2019 , the fair value of the available-for-sale debt securities was $20.0 million and was classified based on the instruments' maturity dates, with $12.0 million included in prepaid expenses and other current assets and $8.0 million in other assets on the consolidated balance sheet. At September 30, 2019 , the amortized cost was $19.9 million . The debt securities held at September 30, 2019 had remaining maturities ranging from less than one year to approximately 1.25 years . Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in accumulated other comprehensive loss, which were immaterial for the three and nine months ended September 30, 2019 . The Company did not realize any gains or losses on its debt securities during the three and nine months ended September 30, 2019 . The Company regularly reviews its available-for-sale debt securities for other-than-temporary impairment. Liabilities for Contingent Consideration — The Company is subject to contingent consideration arrangements in connection with certain business combinations as disclosed in Note 4, Acquisitions . Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration payable for the related business combination and subsequent changes in fair value recorded to selling, general and administrative expenses in the Company’s consolidated statements of income. The fair value of the contingent consideration recorded in the nine months ended September 30, 2019 was calculated using a real options model based on probability-weighted outcomes of meeting certain future performance targets. The key inputs to the valuation are the projections of future financial results in relation to the business. Th e Company classified the contingent consideration liability as a Level 3 fair value measurement due to the lack of observable inputs used in the model. The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements (in thousands): Nine months ended September 30, 2019 Balance at January 1, 2019 $ 1,930 Issuance of contingent consideration in connection with acquisitions 16,621 Settlements of contingent consideration liabilities (650 ) Changes in fair value 540 Foreign currency translation (1,067 ) Balance at September 30, 2019 $ 17,374 |
Fair Value Measurement, Policy [Policy Text Block] | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows: Level 1 — Fair value is derived using quoted prices from active markets for identical investments. Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets. Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Statement of Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss), which is included as a component of stockholders’ equity, is comprised of foreign currency translation adjustments and unrealized gains or losses from interest rate swaps and investments, net of tax. The reclassification of other comprehensive income (loss) items into earnings is limited to net gains or losses on interest rate swaps that are discussed in Note 6, Credit Arrangements and Debt Obligations . The changes in accumulated other comprehensive income (loss) by component were as follows (in thousands): Nine months ended September 30, 2019 Foreign currency translation adjustments Unrealized gain (loss) on interest rate swaps Unrealized gain (loss) on investments Total Balance at January 1, 2019 $ (67,648 ) $ 5,293 $ — $ (62,355 ) Other comprehensive income (loss) before reclassifications, net of tax (23,975 ) (6,878 ) 77 (30,776 ) Amounts reclassified from accumulated other comprehensive income, net of tax — (1,406 ) — (1,406 ) Net current period other comprehensive income (loss) (23,975 ) (8,284 ) 77 (32,182 ) Balance at September 30, 2019 $ (91,623 ) $ (2,991 ) $ 77 $ (94,537 ) Nine months ended September 30, 2018 Foreign currency translation adjustments Unrealized gain (loss) on interest rate swaps Total Balance at January 1, 2018 $ (35,556 ) $ 2,260 $ (33,296 ) Other comprehensive income (loss) before reclassifications, net of tax (23,602 ) 7,854 (15,748 ) Amounts reclassified from accumulated other comprehensive income, net of tax — 69 69 Net current period other comprehensive income (loss) (23,602 ) 7,923 (15,679 ) Balance at September 30, 2018 $ (59,158 ) $ 10,183 $ (48,975 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION Bright Horizons’ services are comprised of full service center-based child care, back-up care, and educational advisory services. As such, the Company has determined that it has three operating segments, which are also its reportable segments. The full service center-based child care segment includes the traditional center-based child care, preschool, and elementary education, which have similar operating characteristics and meet the criteria for aggregation. The Company’s back-up care segment consists of center-based back-up child care and in-home child and adult/elder dependent care. The Company’s educational advisory services segment consists of tuition reimbursement program management and related educational consulting services, and college admissions advisory services, which have similar operating characteristics and meet the criteria for aggregation. 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; therefore, no additional information is produced or included herein. Revenue and income from operations by reportable segment were as follows (in thousands): Full service center-based child care Back-up care Educational advisory services Total Three months ended September 30, 2019 Revenue $ 410,789 $ 80,059 $ 20,736 $ 511,584 Income from operations (1) 36,961 19,711 5,957 62,629 Three months ended September 30, 2018 Revenue $ 387,048 $ 66,484 $ 18,053 $ 471,585 Income from operations 34,006 16,941 4,513 55,460 (1) For the three months ended September 30, 2019 , income from operations included $0.2 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care segment. Full service Back-up care Educational Total Nine months ended September 30, 2019 Revenue $ 1,267,689 $ 214,802 $ 58,911 $ 1,541,402 Income from operations (1) 130,318 55,262 14,792 200,372 Nine months ended September 30, 2018 Revenue $ 1,193,794 $ 179,985 $ 51,162 $ 1,424,941 Income from operations (2) 115,857 47,207 12,304 175,368 (1) For the nine months ended September 30, 2019 , income from operations included $0.6 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care and back-up care segments. (2) For the nine months ended September 30, 2018 , income from operations included $1.9 million of expenses related to the May 2018 amendment to the credit agreement, the March 2018 secondary offering, and completed acquisitions, which have been allocated to the full service center-based child care segment. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of September 30, 2019 and the condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 30, 2019 and the condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2019 and 2018 , 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. |
New Accounting Pronouncements | Recently Adopted Pronouncements — On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02 , Leases (“ASC 842”), which requires lease assets and lease liabilities to be recognized on the balance sheet for the rights and obligations created by lease arrangements. The Company adopted the new lease guidance using the modified retrospective approach and the transition method available in accordance with ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides the option to use the effective date as the date of initial application of the guidance. As a result, the comparative information for prior periods has not been adjusted and continues to be reported in accordance with the accounting standards in effect for those periods under the previously applicable guidance. The Company evaluated its identified leases and applied the new lease guidance as further discussed in Note 3, Leases . The Company elected the package of practical expedients available under the transition guidance within ASC 842, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASC 842 as of January 1, 2019 resulted in the recognition of lease liabilities of $705.7 million , which consisted of current operating lease liabilities of $81.1 million and long-term operating lease liabilities of $624.6 million , and operating lease right-of-use assets (“ROUA” or “lease assets”) of $644.3 million . Upon adoption of ASC 842, lease obligations associated with deferred rent and lease incentives recorded under previous guidance were reclassified from other current liabilities and operating lease liabilities to the lease assets. The new lease guidance did not impact the consolidated statement of income or cash flows, or earnings per common share. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) , which expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The Company adopted the new guidance on January 1, 2019. The new guidance with respect to cash flow and net investment hedge relationships existing on the date of adoption is applied on a modified retrospective basis, and the new presentation and disclosure requirements are applied on a prospective basis. There was no impact to the Company’s consolidated financial statements and related disclosures from the adoption of this guidance. Recently Issued Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the existing guidance on the accounting for credit losses of certain financial instruments. This guidance requires entities to recognize the expected credit loss over the lifetime of certain financial instruments and modifies the impairment model for available-for-sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. This standard is applied by recording a cumulative effect adjustment to retained earnings upon adoption. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. |
Fair Value Of Financial Instruments | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows: Level 1 — Fair value is derived using quoted prices from active markets for identical investments. Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets. Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company disaggregates revenue from contracts with customers into segments and geographical regions. Revenue disaggregated by segment and geographical region was as follows (in thousands): Full service Back-up care Educational Total Three months ended September 30, 2019 North America $ 298,770 $ 75,245 $ 20,736 $ 394,751 Europe 112,019 4,814 — 116,833 $ 410,789 $ 80,059 $ 20,736 $ 511,584 Three months ended September 30, 2018 North America $ 279,324 $ 64,860 $ 18,053 $ 362,237 Europe 107,724 1,624 — 109,348 $ 387,048 $ 66,484 $ 18,053 $ 471,585 Full service Back-up care Educational Total Nine months ended September 30, 2019 North America $ 920,113 $ 203,155 $ 58,911 $ 1,182,179 Europe 347,576 11,647 — 359,223 $ 1,267,689 $ 214,802 $ 58,911 $ 1,541,402 Nine months ended September 30, 2018 North America $ 858,035 $ 175,671 $ 51,162 $ 1,084,868 Europe 335,759 4,314 — 340,073 $ 1,193,794 $ 179,985 $ 51,162 $ 1,424,941 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Components of lease expense and weighted average | The weighted average remaining lease term and the weighted average discount rate as of September 30, 2019 were as follows: Operating Leases Weighted average remaining lease term (in years) 11 Weighted average discount rate 6.4% The components of lease expense were as follows (in thousands): Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease expense (1) $ 34,166 $ 95,555 Variable lease expense (1) 8,752 25,738 Total lease expense $ 42,918 $ 121,293 (1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented. Supplemental cash flow information related to leases was as follows (in thousands): Nine months ended September 30, 2019 Operating Cash Flows: Cash paid for amounts included in the measurement of lease liabilities $ 94,775 Non-cash Transactions: Operating right-of-use assets obtained in exchange for operating lease liabilities — net $ 83,772 |
Weighted average remaining lease term (in years) | 11 years |
Maturities of lease liabilities | The following table summarizes the maturity of lease liabilities as of September 30, 2019 (in thousands): Operating Leases Remainder of 2019 $ 22,288 2020 123,309 2021 112,001 2022 106,257 2023 97,811 Thereafter 541,596 Total lease payments 1,003,262 Less imputed interest (279,268 ) Present value of lease liabilities 723,994 Less current portion of operating lease liabilities (80,905 ) Long-term operating lease liabilities $ 643,089 |
Maturities of lease liabilities under ASC 840 | As of December 31, 2018 , future payments under operating leases were as follows as determined in accordance with the previous guidance under ASC 840 and as previously disclosed in the Company’s Annual Report on Form 10-K (in thousands): Operating Leases 2019 $ 120,352 2020 114,628 2021 101,710 2022 95,529 2023 87,530 Thereafter 476,861 Total future minimum lease payments $ 996,610 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): Full service center-based child care Back-up care Educational advisory services Total Balance at January 1, 2018 $ 1,114,886 $ 168,105 $ 23,801 $ 1,306,792 Additions from acquisitions 60,266 — — 60,266 Effect of foreign currency translation (19,447 ) — — (19,447 ) Balance at December 31, 2018 1,155,705 168,105 23,801 1,347,611 Additions from acquisitions 12,611 28,100 — 40,711 Effect of foreign currency translation (14,701 ) (1,716 ) — (16,417 ) Balance at September 30, 2019 $ 1,153,615 $ 194,489 $ 23,801 $ 1,371,905 |
Schedule of Finite-Lived Intangible Assets | The Company also has intangible assets, which consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 14 years $ 398,331 $ (276,023 ) $ 122,308 Trade names 6 years 9,994 (6,950 ) 3,044 408,325 (282,973 ) 125,352 Indefinite-lived intangibles: Trade names N/A 180,566 — 180,566 $ 588,891 $ (282,973 ) $ 305,918 December 31, 2018 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 15 years $ 391,220 $ (253,588 ) $ 137,632 Trade names 7 years 10,183 (5,609 ) 4,574 401,403 (259,197 ) 142,206 Indefinite-lived intangibles: Trade names N/A 180,829 — 180,829 $ 582,232 $ (259,197 ) $ 323,035 |
Schedule of Indefinite Lived Intangible Assets | The Company also has intangible assets, which consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 14 years $ 398,331 $ (276,023 ) $ 122,308 Trade names 6 years 9,994 (6,950 ) 3,044 408,325 (282,973 ) 125,352 Indefinite-lived intangibles: Trade names N/A 180,566 — 180,566 $ 588,891 $ (282,973 ) $ 305,918 December 31, 2018 Weighted average amortization period Cost Accumulated amortization Net carrying amount Definite-lived intangibles: Customer relationships 15 years $ 391,220 $ (253,588 ) $ 137,632 Trade names 7 years 10,183 (5,609 ) 4,574 401,403 (259,197 ) 142,206 Indefinite-lived intangibles: Trade names N/A 180,829 — 180,829 $ 582,232 $ (259,197 ) $ 323,035 |
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, 2019 as follows (in thousands): Intangible asset amortization Remainder of 2019 $ 8,033 2020 $ 29,919 2021 $ 26,890 2022 $ 24,626 2023 $ 23,790 |
Credit Arrangements and Debt _2
Credit Arrangements and Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Outstanding Borrowings | Outstanding term loan borrowings were as follows (in thousands): September 30, 2019 December 31, 2018 Term loans $ 1,048,125 $ 1,056,188 Deferred financing costs and original issue discount (7,121 ) (8,568 ) Total debt 1,041,004 1,047,620 Less current maturities 10,750 10,750 Long-term debt $ 1,030,254 $ 1,036,870 |
Schedule of Maturities of Long-term Debt | The future principal payments under the term loans at September 30, 2019 were as follows (in thousands): Term Loans Remainder of 2019 $ 2,687 2020 10,750 2021 10,750 2022 10,750 2023 1,013,188 $ 1,048,125 |
Schedule of Interest Rate Derivatives | For the nine months ended September 30, 2019 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ (9,409 ) Interest expense—net $ 1,923 $ (11,332 ) Income tax effect 2,531 Income tax expense (517 ) 3,048 Net of income taxes $ (6,878 ) $ 1,406 $ (8,284 ) For the nine months ended September 30, 2018 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ 10,788 Interest expense — net $ (95 ) $ 10,883 Income tax effect (2,934 ) Income tax expense 26 (2,960 ) Net of income taxes $ 7,854 $ (69 ) $ 7,923 For the three months ended September 30, 2019 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ (960 ) Interest expense — net $ 443 $ (1,403 ) Income tax effect 258 Income tax expense (119 ) 377 Net of income taxes $ (702 ) $ 324 $ (1,026 ) For the three months ended September 30, 2018 , the effect of the interest rate swap agreements on other comprehensive income was as follows (in thousands): Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) Interest rate swaps $ 1,525 Interest expense — net $ 240 $ 1,285 Income tax effect (415 ) Income tax expense (65 ) (350 ) Net of income taxes $ 1,110 $ 175 $ 935 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following tables set forth the computation of basic and diluted earnings per share using the two-class method (in thousands, except share and per share amounts): Basic earnings per share: Three months ended Nine months ended 2019 2018 2019 2018 Net income $ 41,254 $ 33,600 $ 132,623 $ 111,324 Allocation of net income to common stockholders: Common stock $ 41,055 $ 33,409 $ 131,988 $ 110,705 Unvested participating shares 199 191 635 619 $ 41,254 $ 33,600 $ 132,623 $ 111,324 Weighted average number of common shares: Common stock 57,935,118 57,719,730 57,820,596 57,841,382 Unvested participating shares 280,711 330,089 277,750 323,689 Earnings per common share: Common stock $ 0.71 $ 0.58 $ 2.28 $ 1.91 Diluted earnings per share: Three months ended Nine months ended 2019 2018 2019 2018 Earnings allocated to common stock $ 41,055 $ 33,409 $ 131,988 $ 110,705 Earnings allocated to unvested participating shares 199 191 635 619 Adjusted earnings allocated to unvested participating shares (195 ) (187 ) (622 ) (607 ) Earnings allocated to common stock $ 41,059 $ 33,413 $ 132,001 $ 110,717 Weighted average number of common shares: Common stock 57,935,118 57,719,730 57,820,596 57,841,382 Effect of dilutive securities 1,197,571 1,204,693 1,121,016 1,203,179 59,132,689 58,924,423 58,941,612 59,044,561 Earnings per common share: Common stock $ 0.69 $ 0.57 $ 2.24 $ 1.88 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Roll Forward of Contingent Consideration | The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements (in thousands): Nine months ended September 30, 2019 Balance at January 1, 2019 $ 1,930 Issuance of contingent consideration in connection with acquisitions 16,621 Settlements of contingent consideration liabilities (650 ) Changes in fair value 540 Foreign currency translation (1,067 ) Balance at September 30, 2019 $ 17,374 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive income (loss) by component were as follows (in thousands): Nine months ended September 30, 2019 Foreign currency translation adjustments Unrealized gain (loss) on interest rate swaps Unrealized gain (loss) on investments Total Balance at January 1, 2019 $ (67,648 ) $ 5,293 $ — $ (62,355 ) Other comprehensive income (loss) before reclassifications, net of tax (23,975 ) (6,878 ) 77 (30,776 ) Amounts reclassified from accumulated other comprehensive income, net of tax — (1,406 ) — (1,406 ) Net current period other comprehensive income (loss) (23,975 ) (8,284 ) 77 (32,182 ) Balance at September 30, 2019 $ (91,623 ) $ (2,991 ) $ 77 $ (94,537 ) Nine months ended September 30, 2018 Foreign currency translation adjustments Unrealized gain (loss) on interest rate swaps Total Balance at January 1, 2018 $ (35,556 ) $ 2,260 $ (33,296 ) Other comprehensive income (loss) before reclassifications, net of tax (23,602 ) 7,854 (15,748 ) Amounts reclassified from accumulated other comprehensive income, net of tax — 69 69 Net current period other comprehensive income (loss) (23,602 ) 7,923 (15,679 ) Balance at September 30, 2018 $ (59,158 ) $ 10,183 $ (48,975 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 11. SEGMENT INFORMATION Bright Horizons’ services are comprised of full service center-based child care, back-up care, and educational advisory services. As such, the Company has determined that it has three operating segments, which are also its reportable segments. The full service center-based child care segment includes the traditional center-based child care, preschool, and elementary education, which have similar operating characteristics and meet the criteria for aggregation. The Company’s back-up care segment consists of center-based back-up child care and in-home child and adult/elder dependent care. The Company’s educational advisory services segment consists of tuition reimbursement program management and related educational consulting services, and college admissions advisory services, which have similar operating characteristics and meet the criteria for aggregation. 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; therefore, no additional information is produced or included herein. Revenue and income from operations by reportable segment were as follows (in thousands): Full service center-based child care Back-up care Educational advisory services Total Three months ended September 30, 2019 Revenue $ 410,789 $ 80,059 $ 20,736 $ 511,584 Income from operations (1) 36,961 19,711 5,957 62,629 Three months ended September 30, 2018 Revenue $ 387,048 $ 66,484 $ 18,053 $ 471,585 Income from operations 34,006 16,941 4,513 55,460 (1) For the three months ended September 30, 2019 , income from operations included $0.2 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care segment. Full service Back-up care Educational Total Nine months ended September 30, 2019 Revenue $ 1,267,689 $ 214,802 $ 58,911 $ 1,541,402 Income from operations (1) 130,318 55,262 14,792 200,372 Nine months ended September 30, 2018 Revenue $ 1,193,794 $ 179,985 $ 51,162 $ 1,424,941 Income from operations (2) 115,857 47,207 12,304 175,368 (1) For the nine months ended September 30, 2019 , income from operations included $0.6 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care and back-up care segments. (2) For the nine months ended September 30, 2018 , income from operations included $1.9 million of expenses related to the May 2018 amendment to the credit agreement, the March 2018 secondary offering, and completed acquisitions, which have been allocated to the full service center-based child care segment. |
Income from Operations by Segment | Revenue and income from operations by reportable segment were as follows (in thousands): Full service center-based child care Back-up care Educational advisory services Total Three months ended September 30, 2019 Revenue $ 410,789 $ 80,059 $ 20,736 $ 511,584 Income from operations (1) 36,961 19,711 5,957 62,629 Three months ended September 30, 2018 Revenue $ 387,048 $ 66,484 $ 18,053 $ 471,585 Income from operations 34,006 16,941 4,513 55,460 (1) For the three months ended September 30, 2019 , income from operations included $0.2 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care segment. Full service Back-up care Educational Total Nine months ended September 30, 2019 Revenue $ 1,267,689 $ 214,802 $ 58,911 $ 1,541,402 Income from operations (1) 130,318 55,262 14,792 200,372 Nine months ended September 30, 2018 Revenue $ 1,193,794 $ 179,985 $ 51,162 $ 1,424,941 Income from operations (2) 115,857 47,207 12,304 175,368 (1) For the nine months ended September 30, 2019 , income from operations included $0.6 million of expenses related to completed acquisitions, which have been allocated to the full service center-based child care and back-up care segments. (2) For the nine months ended September 30, 2018 , income from operations included $1.9 million of expenses related to the May 2018 amendment to the credit agreement, the March 2018 secondary offering, and completed acquisitions, which have been allocated to the full service center-based child care segment. |
Organization and Significant Ac
Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 12, 2018 |
Accounting Policies [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 300,000,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 246,600,000 | |||
Operating Lease, Liability | 723,994,000 | |||
Operating Lease, Liability, Current | 80,905,000 | $ 0 | ||
Operating Lease, Liability, Noncurrent | 643,089,000 | 71,817,000 | ||
Operating Lease, Right-of-Use Asset | 658,134,000 | 0 | ||
Accumulated other comprehensive loss | $ (94,537,000) | $ (62,355,000) | ||
Accounting Standards Update 2016-02 | ||||
Accounting Policies [Line Items] | ||||
Operating Lease, Liability | $ 705,700,000 | |||
Operating Lease, Liability, Current | 81,100,000 | |||
Operating Lease, Liability, Noncurrent | 624,600,000 | |||
Operating Lease, Right-of-Use Asset | $ 644,300,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 511,584 | $ 471,585 | $ 1,541,402 | $ 1,424,941 |
Contract with Customer, Liability, Revenue Recognized | 155,100 | 143,600 | ||
North America | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 394,751 | 362,237 | 1,182,179 | 1,084,868 |
Europe | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 116,833 | 109,348 | 359,223 | 340,073 |
Full service center-based child care | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 410,789 | 387,048 | 1,267,689 | 1,193,794 |
Full service center-based child care | North America | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 298,770 | 279,324 | 920,113 | 858,035 |
Full service center-based child care | Europe | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 112,019 | 107,724 | 347,576 | 335,759 |
Back-up care | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 80,059 | 66,484 | 214,802 | 179,985 |
Back-up care | North America | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 75,245 | 64,860 | 203,155 | 175,671 |
Back-up care | Europe | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 4,814 | 1,624 | 11,647 | 4,314 |
Educational advisory services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 20,736 | 18,053 | 58,911 | 51,162 |
Educational advisory services | North America | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 20,736 | 18,053 | 58,911 | 51,162 |
Educational advisory services | Europe | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 155.1 | $ 143.6 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 511,584 | $ 471,585 | $ 1,541,402 | $ 1,424,941 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 394,751 | 362,237 | 1,182,179 | 1,084,868 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 116,833 | 109,348 | 359,223 | 340,073 |
Full service center-based child care | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 410,789 | 387,048 | 1,267,689 | 1,193,794 |
Full service center-based child care | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 298,770 | 279,324 | 920,113 | 858,035 |
Full service center-based child care | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 112,019 | 107,724 | 347,576 | 335,759 |
Back-up care | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 80,059 | 66,484 | 214,802 | 179,985 |
Back-up care | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 75,245 | 64,860 | 203,155 | 175,671 |
Back-up care | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 4,814 | 1,624 | 11,647 | 4,314 |
Educational advisory services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 20,736 | 18,053 | 58,911 | 51,162 |
Educational advisory services | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 20,736 | 18,053 | 58,911 | 51,162 |
Educational advisory services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Leases Notes (Details)
Leases Notes (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Total lease expense | $ 32.1 | $ 94.8 |
Operating lease not yet commenced | $ 119.7 | $ 119.7 |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 10 years | 10 years |
Operating lease not yet commenced term | 10 years | 10 years |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 15 years | 15 years |
Operating lease not yet commenced term | 15 years | 15 years |
Leases Lease expense (Details)
Leases Lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lease expense [Abstract] | ||
Operating Lease, Expense | $ 32,100 | $ 94,800 |
Operating lease expense | 34,166 | 95,555 |
Variable lease expense | 42,918 | 121,293 |
Total lease expense | $ 8,752 | $ 25,738 |
Leases Weighted average (Detail
Leases Weighted average (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) | 11 years |
Weighted average discount rate | 6.40% |
Leases Maturities of lease liab
Leases Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 (excluding the three months ended March 31, 2019) | $ 22,288 | |
2020 | 123,309 | |
2021 | 112,001 | |
2022 | 106,257 | |
2023 | 97,811 | |
Thereafter | 541,596 | |
Total lease payments | 1,003,262 | |
Less imputed interest | (279,268) | |
Present value of lease liabilities | 723,994 | |
Operating Lease, Liability, Current | (80,905) | $ 0 |
Operating Lease, Liability, Noncurrent | $ 643,089 | $ 71,817 |
Leases Maturities of lease li_2
Leases Maturities of lease liabilities under ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2023 | $ 120,352 |
2022 | 114,628 |
2021 | 101,710 |
2020 | 95,529 |
2019 | 87,530 |
Thereafter | 476,861 |
Total future minimum lease payments | $ 996,610 |
Leases Additional cash flow dis
Leases Additional cash flow disclosures (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Additional cash flow disclosure [Abstract] | |
Operating Lease, Payments | $ 94,775 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 83,772 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Oct. 01, 2019USD ($) | Sep. 30, 2019USD ($)CenterBusiness | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)CenterBusiness | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 30,841 | $ 51,744 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | 16,621 | 0 | |||
Goodwill | 1,371,905 | $ 1,347,611 | $ 1,306,792 | ||
Payment for Contingent Consideration Liability, Financing Activities | 4,200 | 2,965 | |||
Payments to Acquire Equity Method Investments | $ 5,772 | 0 | |||
Equity Method Investment, Ownership Percentage | 20.00% | ||||
Additions to Other Assets, Amount | $ 5,800 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | Business | 6 | 7 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 30,700 | $ 66,800 | |||
Business Combination, Contingent Consideration, Term | 4 years | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 16,600 | ||||
Goodwill | 60,300 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 13,900 | ||||
Fixed assets acquired | $ 1,900 | $ 8,300 | |||
Measurement period | 1 year | 1 year | |||
Number of business acquisitions open | Business | 2 | ||||
Working capital acquired (deficit) | $ 1,100 | ||||
Cash | $ 900 | 4,200 | |||
Contingent consideration | 5,400 | ||||
Deferred tax liabilities | (1,800) | (1,900) | |||
Payment for Contingent Consideration Liability, Financing Activities | $ 4,200 | ||||
Conchord Limited Asquith [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments For Business Acquisition Contingent Consideration | $ 3,100 | ||||
Payment for Contingent Consideration Liability, Financing Activities | $ 3,000 | ||||
NETHERLANDS | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of centers acquired | Center | 4 | 10 | |||
UNITED STATES | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of centers acquired | Center | 2 | 6 | |||
UNITED KINGDOM | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of centers acquired | Center | 1 | 20 | |||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 700 | ||||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 20,000 | ||||
Customer Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 9,300 | $ 8,600 | |||
Customer Relationships [Member] | Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization period of intangible assets | 2 years | ||||
Customer Relationships [Member] | Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization period of intangible assets | 5 years | 5 years | |||
Back-up care | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 28,100 | ||||
Full service center-based child care | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 12,600 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 3,900 | ||||
Prior Year Series of Individually Immaterial Business Acquisitions [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment for Contingent Consideration Liability, Financing Activities | 3,500 | ||||
Prior Periods Series of Individually Immaterial Business Acquisitions [Member] [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment for Contingent Consideration Liability, Financing Activities | $ 700 | ||||
Subsequent Event [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 20,100 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Beginning balance | $ 1,347,611 | $ 1,306,792 |
Additions from acquisitions | 40,711 | 60,266 |
Effect of foreign currency translation | (16,417) | (19,447) |
Ending balance | 1,371,905 | 1,347,611 |
Full service center-based child care | ||
Goodwill [Line Items] | ||
Beginning balance | 1,155,705 | 1,114,886 |
Additions from acquisitions | 12,611 | 60,266 |
Effect of foreign currency translation | (14,701) | (19,447) |
Ending balance | 1,153,615 | 1,155,705 |
Back-up Care | ||
Goodwill [Line Items] | ||
Beginning balance | 168,105 | 168,105 |
Additions from acquisitions | 28,100 | 0 |
Effect of foreign currency translation | (1,716) | 0 |
Ending balance | 194,489 | 168,105 |
Educational Advisory Services | ||
Goodwill [Line Items] | ||
Beginning balance | 23,801 | 23,801 |
Additions from acquisitions | 0 | 0 |
Effect of foreign currency translation | 0 | 0 |
Ending balance | $ 23,801 | $ 23,801 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets, Gross [Abstract] | ||
Cost | $ 408,325 | $ 401,403 |
Accumulated amortization | (282,973) | (259,197) |
Net carrying amount | 125,352 | 142,206 |
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Cost | 588,891 | 582,232 |
Net carrying amount | $ 305,918 | $ 323,035 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross [Abstract] | ||
Weighted average amortization period | 14 years | 15 years |
Cost | $ 398,331 | $ 391,220 |
Accumulated amortization | (276,023) | (253,588) |
Net carrying amount | $ 122,308 | $ 137,632 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross [Abstract] | ||
Weighted average amortization period | 6 years | 7 years |
Cost | $ 9,994 | $ 10,183 |
Accumulated amortization | (6,950) | (5,609) |
Net carrying amount | 3,044 | 4,574 |
Trade Names [Member] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Cost | 180,566 | 180,829 |
Net carrying amount | $ 180,566 | $ 180,829 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense Related to Intangible Assets (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2019 | $ 8,033 |
2019 | 29,919 |
2020 | 26,890 |
2021 | 24,626 |
2022 | $ 23,790 |
Credit Arrangements and Debt _3
Credit Arrangements and Debt Obligations - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | May 31, 2018 | Oct. 16, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 1,048,125,000 | $ 1,048,125,000 | $ 1,056,188,000 | |||||
Borrowings under revolving credit facility | 0 | 0 | 118,200,000 | |||||
Amortization of deferred financing costs | 400,000 | $ 400,000 | 1,200,000 | $ 1,100,000 | ||||
Amortization expense of original issuance discount costs | 100,000 | $ 100,000 | 300,000 | $ 300,000 | ||||
Derivative, Average Fixed Interest Rate | 3.65% | |||||||
Derivative, Variable Interest Rate | 0.75% | |||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | (1,300,000) | (1,300,000) | ||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | 1,100,000,000 | 1,100,000,000 | ||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 1,000,000,000 | 1,000,000,000 | $ 1,100,000,000 | |||||
Secured Debt [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,300,000,000 | $ 1,300,000,000 | ||||||
Maturity date | Jul. 31, 2022 | |||||||
Quarterly principal payments | $ 2,700,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Weighted Average Interest Rate | 3.86% | 3.86% | 3.97% | |||||
Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 225,000,000 | $ 225,000,000 | ||||||
Effective interest rate for the term loans | 4.76% | |||||||
Term Loan [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate for the term loans | 3.79% | 3.79% | 4.27% | |||||
Debt, Weighted Average Interest Rate | 4.16% | 4.16% | 3.76% | |||||
Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Base Rate [Member] | Minimum [Member] | Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||
Base Rate [Member] | Minimum [Member] | Term Loan [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Base Rate [Member] | Maximum [Member] | Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Eurodollar [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Eurodollar [Member] | Minimum [Member] | Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Eurodollar [Member] | Minimum [Member] | Term Loan [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Eurodollar [Member] | Maximum [Member] | Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Interest Rate Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative, Notional Amount | $ 500,000,000 | |||||||
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 1,000,000,000 |
Credit Arrangements and Debt _4
Credit Arrangements and Debt Obligations - Outstanding Borrowing (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule Of Borrowings [Line Items] | ||
Long-term Debt, Gross | $ 1,048,125 | $ 1,056,188 |
Less current maturities | 10,750 | 10,750 |
Long-term debt — net | 1,030,254 | 1,036,870 |
Term Loan [Member] | ||
Schedule Of Borrowings [Line Items] | ||
Long-term Debt, Gross | 1,000,000 | 1,100,000 |
Deferred financing costs and original issue discount | (7,121) | (8,568) |
Total debt | 1,041,004 | 1,047,620 |
Less current maturities | 10,750 | 10,750 |
Long-term debt — net | $ 1,030,254 | $ 1,036,870 |
Credit Arrangements and Debt _5
Credit Arrangements and Debt Obligations - Future Principal Payments Under New Term Loan (Detail) - Term Loan [Member] $ in Thousands | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2019 | $ 2,687 |
2020 | 10,750 |
2021 | 10,750 |
2022 | 10,750 |
2023 | 1,013,188 |
Total debt | $ 1,048,125 |
Credit Arrangements and Debt _6
Credit Arrangements and Debt Obligations Derivative Assets at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ (960) | $ 1,525 | $ (9,409) | $ 10,788 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 443 | 240 | 1,923 | (95) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax | (1,403) | 1,285 | (11,332) | 10,883 | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | (258) | 415 | (2,531) | 2,934 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 119 | 65 | 517 | (26) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | 377 | (350) | 3,048 | (2,960) | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (702) | 1,110 | (6,878) | 7,854 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 324 | 175 | 1,406 | (69) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | (1,026) | $ 935 | (8,284) | $ 7,923 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative Liability | $ (3,400) | $ (3,400) | |||
Derivative Asset | $ 7,900 |
Credit Arrangements and Debt _7
Credit Arrangements and Debt Obligations Effect of Derivatives on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ (960) | $ 1,525 | $ (9,409) | $ 10,788 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 443 | 240 | 1,923 | (95) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax | (1,403) | 1,285 | (11,332) | 10,883 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 258 | (415) | 2,531 | (2,934) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (119) | (65) | (517) | 26 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | 377 | (350) | 3,048 | (2,960) |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (702) | 1,110 | (6,878) | 7,854 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 324 | 175 | 1,406 | (69) |
Unrealized gain on interest rate swaps, net of tax | $ (1,026) | $ 935 | $ (8,284) | $ 7,923 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Common Stock Class A [Member] | ||||
Earnings Per Share [Line Items] | ||||
Effect of dilutive securities | 37,250 | 400,000 | 500,000 | 500,000 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ||||
Allocation of net income to common stockholders: | $ 41,254 | $ 33,600 | $ 132,623 | $ 111,324 |
Earnings per common share: | ||||
Common stock — basic | $ 0.71 | $ 0.58 | $ 2.28 | $ 1.91 |
Common Stock | ||||
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ||||
Allocation of net income to common stockholders: | $ 41,055 | $ 33,409 | $ 131,988 | $ 110,705 |
Weighted average number of common shares: | ||||
Weighted average number of common shares: | 57,935,118 | 57,719,730 | 57,820,596 | 57,841,382 |
Unvested participating shares | ||||
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ||||
Allocation of net income to common stockholders: | $ 199 | $ 191 | $ 635 | $ 619 |
Weighted average number of common shares: | ||||
Weighted average number of common shares: | 280,711 | 330,089 | 277,750 | 323,689 |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Diluted Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Diluted earnings per share: | ||||
Allocation of net income to common stockholders: | $ 41,254 | $ 33,600 | $ 132,623 | $ 111,324 |
Earnings allocated to common stock | $ 41,059 | $ 33,413 | $ 132,001 | $ 110,717 |
Weighted average number of common shares: | ||||
Common stock-diluted (shares) | 59,132,689 | 58,924,423 | 58,941,612 | 59,044,561 |
Earnings per common share: | ||||
Common stock — diluted | $ 0.69 | $ 0.57 | $ 2.24 | $ 1.88 |
Common Stock | ||||
Diluted earnings per share: | ||||
Allocation of net income to common stockholders: | $ 41,055 | $ 33,409 | $ 131,988 | $ 110,705 |
Weighted average number of common shares: | ||||
Common stock — basic | 57,935,118 | 57,719,730 | 57,820,596 | 57,841,382 |
Unvested participating shares | ||||
Diluted earnings per share: | ||||
Allocation of net income to common stockholders: | $ 199 | $ 191 | $ 635 | $ 619 |
Adjusted earnings allocated to unvested participating shares | $ (195) | $ (187) | $ (622) | $ (607) |
Weighted average number of common shares: | ||||
Common stock — basic | 280,711 | 330,089 | 277,750 | 323,689 |
Effect of dilutive securities | ||||
Weighted average number of common shares: | ||||
Effect of dilutive securities | 1,197,571 | 1,204,693 | 1,121,016 | 1,203,179 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)tax_audit | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Line Items] | |||||
Effective income tax rates | 20.20% | 23.10% | 20.00% | 20.40% | |
Excess tax benefit amount | $ 2,400,000 | ||||
Effective income tax rate, percent prior to adoption of accounting standards update | 26.00% | 28.00% | 26.00% | 28.00% | |
Unrecognized income tax benefit | $ 5,600,000 | $ 5,600,000 | $ 5,400,000 | ||
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 | 3,500,000 | $ 3,500,000 | |||
Federal [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Statute of limitations | 3 years | ||||
State [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Number of income tax audits in process | tax_audit | 1 | ||||
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 | 4 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 | 5 years | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Excess tax benefit amount | $ 2,800,000 | $ 10,200,000 | $ 10,600,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Measurements Disclosure [Line Items] | ||
Long-term Debt, Gross | $ 1,048,125 | $ 1,056,188 |
Available-for-sale Securities, Amortized Cost Basis | $ 19,900 | |
Minimum [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Debt Securities, Available-for-sale, Term | 1 year | |
Maximum [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Debt Securities, Available-for-sale, Term | 1 year 3 months | |
Term Loan [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Long-term Debt, Gross | $ 1,000,000 | 1,100,000 |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Long-term Debt, Gross | 1,000,000 | |
Available-for-sale Securities, Current | 12,000 | |
Debt Securities, Available-for-sale, Noncurrent | 8,000 | |
Available-for-sale Securities, Amortized Cost Basis | 20,000 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (3,400) | $ 7,900 |
Fair Value Measurements Conting
Fair Value Measurements Contingent Consideration (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |
Balance at September 30, 2019 | $ 16,621 |
Fair Value, Inputs, Level 3 [Member] | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |
Balance at January 1, 2019 | 1,930 |
Issuance of contingent consideration in connection with acquisitions | 16,621 |
Settlements of contingent consideration liabilities | (650) |
Changes in fair value | 540 |
Foreign currency translation | (1,067) |
Balance at September 30, 2019 | $ 17,374 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | $ 894,495,000 | $ 780,213,000 | $ 894,495,000 | $ 780,213,000 | $ 878,362,000 | $ 779,477,000 | $ 749,022,000 | $ 749,060,000 |
Amounts reclassified from accumulated other comprehensive income, net of tax | (324,000) | (175,000) | (1,406,000) | 69,000 | ||||
Accumulated other comprehensive loss | (94,537,000) | (94,537,000) | (62,355,000) | |||||
Foreign currency translation adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | (67,648,000) | (35,556,000) | ||||||
Net current period other comprehensive income (loss) | (23,975,000) | (23,602,000) | ||||||
Accumulated other comprehensive loss | (91,623,000) | (59,158,000) | (91,623,000) | (59,158,000) | ||||
Unrealized gain (loss) on interest rate swaps | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | 5,293,000 | 2,260,000 | ||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 1,406,000 | (69,000) | ||||||
Net current period other comprehensive income (loss) | (8,284,000) | 7,923,000 | ||||||
Accumulated other comprehensive loss | (2,991,000) | 10,183,000 | (2,991,000) | 10,183,000 | ||||
Unrealized gain (loss) on investments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | 0 | |||||||
Net current period other comprehensive income (loss) | 77,000 | |||||||
Accumulated other comprehensive loss | 77,000 | 77,000 | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | (94,537,000) | (48,975,000) | (94,537,000) | (48,975,000) | $ (73,343,000) | $ (62,355,000) | $ (39,996,000) | $ (33,296,000) |
Other comprehensive income (loss) before reclassifications, net of tax | (30,776,000) | (15,748,000) | (30,776,000) | (15,748,000) | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | (1,406,000) | 69,000 | ||||||
Net current period other comprehensive income (loss) | (32,182,000) | (15,679,000) | ||||||
Accumulated other comprehensive loss | (94,537,000) | (48,975,000) | (94,537,000) | (48,975,000) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | Foreign currency translation adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (23,975,000) | (23,602,000) | (23,975,000) | (23,602,000) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | Unrealized gain (loss) on interest rate swaps | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (6,878,000) | $ 7,854,000 | (6,878,000) | $ 7,854,000 | ||||
Other comprehensive income (loss) before reclassifications, net of tax | Unrealized gain (loss) on investments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications, net of tax | $ 77,000 | $ 77,000 |
Segment Information - Income fr
Segment Information - Income from Operations by Segment (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)OperatingSegment | Sep. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Operating Segments | OperatingSegment | 3 | |||
Revenue | $ 511,584 | $ 471,585 | $ 1,541,402 | $ 1,424,941 |
Income from operations | 62,629 | 55,460 | 200,372 | 175,368 |
Selling, general and administrative expenses | 53,964 | 49,427 | 166,330 | 152,776 |
Operating Segments [Member] | Full service center-based child care | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 410,789 | 387,048 | 1,267,689 | 1,193,794 |
Income from operations | 36,961 | 34,006 | 130,318 | 115,857 |
Operating Segments [Member] | Back-up Care | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 80,059 | 66,484 | 214,802 | 179,985 |
Income from operations | 19,711 | 16,941 | 55,262 | 47,207 |
Operating Segments [Member] | Educational Advisory Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 20,736 | 18,053 | 58,911 | 51,162 |
Income from operations | $ 5,957 | 4,513 | 14,792 | 12,304 |
General and Administrative Expense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative expenses | $ 200 | $ 600 | $ 1,900 |