<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1999.
Commission File Number 0-24699
--------
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1742957
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Kendall Square, Building 200, Suite 223
Cambridge, Massachusetts 02139
(Address of principal executive office)
(617) 577-8020
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ].
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 12,190,316 shares of common
stock, $.01 par value, at August 6, 1999.
<PAGE> 2
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
A. Consolidated Balance Sheets at June 30, 1999 (Unaudited
and December 31, 1998 3
B. Consolidated Statements of Operations for the Three
and Six Months ended June 30, 1999 and 1998 (Unaudited) 4
C. Consolidated Statements of Cash Flows for the Six Months
ended June 30, 1999 and 1998 (Unaudited) 5
D. Notes to Consolidated Financial Statements (Unaudited) 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 14
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 15
ITEM 2. Changes in Securities and Use of Proceeds 15
ITEM 3. Defaults Upon Senior Securities 15
ITEM 4. Submission of Matters to a Vote of Security Holders 15
ITEM 5. Other information 16
ITEM 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
EXHIBIT INDEX 18
</TABLE>
2
<PAGE> 3
Bright Horizons Family Solutions, Inc.
Consolidated Balance Sheets
(in thousands except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,246 $ 20,439
Accounts receivable, net 17,605 13,302
Income taxes receivable 2,390 2,243
Prepaid expenses and other current assets 3,479 1,520
Current deferred tax asset 4,642 4,579
--------- --------
Total current assets 51,362 42,083
Fixed assets, net 36,213 31,482
Deferred charges, net 968 693
Goodwill and other intangible assets, net 14,148 14,095
Non-current deferred tax asset 2,599 2,599
Other assets 397 511
--------- --------
Total assets $ 105,687 $ 91,463
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt and
obligations under capital leases $ 67 $ 67
Accounts payable and accrued expenses 23,860 21,759
Deferred revenue, current portion 9,050 7,565
Other current liabilities 1,475 652
--------- --------
Total current liabilities 34,452 30,043
Long term debt and obligations under
capital leases 101 618
Accrued rent 1,483 1,560
Other long term liabilities 2,754 2,731
Deferred revenue, net of current portion 2,920 3,131
--------- --------
Total liabilities 41,710 38,083
--------- --------
Stockholders' equity:
Common stock $.01 par value, 30,000,000 shares
authorized, 12,171,000 and 11,554,000 shares issued and
outstanding at June 30,1999 and December 31, 1998 122 115
Additional paid in capital 74,195 67,589
Accumulated deficit (10,340) (14,324)
--------- --------
Total stockholders' equity 63,977 53,380
--------- --------
Total liabilities and stockholders' equity $ 105,687 $ 91,463
========= ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements
3
<PAGE> 4
Bright Horizons Family Solutions, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues $60,960 $52,307 $119,421 $101,175
Cost of services 52,096 44,983 102,183 87,003
------- ------- -------- --------
Gross profit 8,864 7,324 17,238 14,172
Selling, general and administrative 5,267 4,802 10,394 9,352
Amortization 217 296 446 534
------- ------- -------- --------
Income from operations 3,380 2,226 6,398 4,286
Net interest income 145 338 356 618
------- ------- -------- --------
Income before tax 3,525 2,564 6,754 4,904
Income tax provision 1,446 1,047 2,770 2,012
------- ------- -------- --------
Net income $ 2,079 $ 1,517 $ 3,984 $ 2,892
======= ======= ======== ========
Earnings per share - basic $ 0.17 $ 0.14 $ 0.33 $ 0.26
======= ======= ======== ========
Weighted average shares - basic 12,095 11,148 11,942 11,044
======= ======= ======== ========
Earnings per share - diluted $ 0.16 $ 0.12 $ 0.31 $ 0.23
======= ======= ======== ========
Weighted average shares - diluted 12,753 12,512 12,745 12,422
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements
4
<PAGE> 5
Bright Horizons Family Solutions, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
1999 1998
<S> <C> <C>
Net income $ 3,984 $ 2,892
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 2,272 1,936
(Gain)/Loss on disposal of fixed assets 10 (25)
Deferred income taxes -- (360)
Changes in assets and liabilities:
Accounts receivable, trade (4,221) (1,158)
Income taxes receivable 2,259 --
Prepaid expenses and other current assets (1,323) 583
Accounts payable and accrued expenses 1,964 1,638
Income taxes payable -- 1,281
Deferred revenue 1,077 1,660
Accrued rent (77) 78
Other long-term assets 517 --
Other current and long-term liabilities 22 (1)
-------- --------
Total adjustments 2,500 5,632
-------- --------
Net cash provided by operating activities 6,484 8,524
-------- --------
Cash flows from investing activities:
Additions to fixed assets, net of acquired amounts (6,120) (6,068)
Proceeds from disposal of fixed assets 15 66
Increase in deferred charges (275) (532)
Increase in other assets (400) (178)
Payments for acquisitions (587) (508)
-------- --------
Net cash used for investing activities (7,367) (7,220)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 4,207 2,015
Purchase of treasury stock -- (1,133)
Principal payments of long term debt and
obligations under capital leases (517) (41)
-------- --------
Net cash provided by financing activities 3,690 841
-------- --------
Net increase in cash and cash equivalents 2,807 2,145
Cash and cash equivalents, beginning of period 20,439 25,384
-------- --------
Cash and cash equivalents, end of period $ 23,246 $ 27,529
======== ========
Non-cash financing activities:
Tax benefit related to stock option exercises $ 2,406 $ 1,234
======== ========
Supplemental cash flow information:
Cash payments for interest $ 43 $ 26
======== ========
Cash payments for income taxes $ 591 $ 966
======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements
5
<PAGE> 6
ITEM 1.D. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. The Company and Basis of Presentation
ORGANIZATION - Bright Horizons Family Solutions, Inc. (the "Company") was
incorporated under the laws of the state of Delaware on April 27, 1998 and
commenced substantive operations upon the completion of the merger by and
between Bright Horizons, Inc. ("BRHZ") and CorporateFamily Solutions, Inc.
("CFAM") on July 24, 1998 (the "Merger"). The Company provides workplace
services for employers and families including childcare, early education
and strategic worklife consulting throughout the United States.
The Company operates its family centers under various types of
arrangements, which generally can be classified in two forms: (i) the
corporate-sponsored model, where the Company operates a family center on
the premises of a corporate sponsor and gives priority enrollment to the
corporate sponsor's employees and (ii) the management contract model, where
the Company manages a work-site family center under a cost-plus
arrangement, typically for a single employer. The Company receives tuition
revenue from parents, and management fees and operating subsidies from
corporate sponsors for its childcare services.
BUSINESS COMBINATION AND BASIS OF PRESENTATION -- The accompanying
financial statements have been prepared by the Company in accordance with
the accounting policies described in the Company's audited financial
statements included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and should be read in conjunction with the
notes thereto.
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments which are
necessary to present fairly its financial position as of June 30, 1999, the
results of its operations for the three and six month periods ended June
30, 1999 and 1998, and its cash flows for the six month periods ended June
31, 1999 and 1998, and are of a normal and recurring nature. The results of
operations for interim periods are not necessarily indicative of the
operating results to be expected for the full year.
NEW PRONOUNCEMENTS - In January 1999 the Company adopted the provisions of
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities"
("SOP 98-5"), issued by the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants. SOP 98-5 requires the
costs of start-up activities and organization costs, as defined, to be
expensed as incurred. The adoption did not have a material impact on the
Company's results of operation, financial condition or cash flow.
6
<PAGE> 7
2. Other Charges
In connection with the Merger, the Company recognized a charge of $7.5
million ($5.4 million after tax) in the three month period ended September
30, 1998, which included transaction costs of $2.8 million, non cash asset
impairment charges of $1.3 million, severance costs of $0.5 million and one
time incremental integration costs directly related to the Merger totaling
$2.9 million. At June 30, 1999, $1.4 million of these costs are included in
accrued expenses in the accompanying consolidated balance sheet. The
Company expects the majority of the accrued liability associated with the
charge to be paid by September 30, 1999.
3. Earnings Per Share
Earnings per share has been calculated in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings per Share", ("SFAS 128"),
which established standards for computing and presenting earnings per
share. The computation of net earnings per share is based on the weighted
average number of common shares and common equivalent shares outstanding
during the period. Common equivalent shares include stock options, warrants
and preferred stock, and are determined using the modified treasury stock
method. For the three and six month periods ended June 30, 1999 and 1998,
the Company had no warrants or preferred stock outstanding.
The following tables present information necessary to calculate earnings
per share:
<TABLE>
<CAPTION>
Three months Ended June 30, 1999
---------------------------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic earnings per share:
Income available to common stockholders $ 2,079,000 12,095,000 $ 0.17
========
Effect of dilutive securities:
Stock options -- 658,000
----------- ------------
Diluted earnings per share $ 2,079,000 12,753,000 $ 0.16
=========== ============ ========
<CAPTION>
Three months Ended June 30, 1998
---------------------------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic earnings per share:
Income available to common stockholders $ 1,517,000 11,148,000 $ 0.14
========
Effect of dilutive securities:
Stock options -- 1,364,000
----------- ------------
Diluted earnings per share $ 1,517,000 12,512,000 $ 0.12
=========== ============ ========
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Six months Ended June 30, 1999
----------------------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic earnings per share:
Income available to common stockholders $ 3,984,000 11,942,000 $ 0.33
========
Effect of dilutive securities:
Stock options -- 803,000
----------- -----------
Diluted earnings per share $ 3,984,000 12,745,000 $ 0.31
=========== =========== ========
<CAPTION>
Six months Ended June 30, 1998
----------------------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic earnings per share:
Income available to common stockholders $ 2,892,000 11,044,000 $ 0.26
========
Effect of dilutive securities:
Stock options -- 1,378,000
----------- -----------
Diluted earnings per share $ 2,892,000 12,422,000 $ 0.23
=========== =========== ========
</TABLE>
4. Subsequent Events
On July 20, 1999, the Company's Board of Directors approved a share repurchase
plan that allows the Company to repurchase up to 500,000 shares of its common
stock in the open market or through privately negotiated transactions. Shares
repurchased will be available for reissue under the Company's stock incentive
plan.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Form 10-Q contains certain forward-looking statements regarding, among
other things, the anticipated financial and operating results of the
Company. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release any modifications or
revisions to these forward-looking statements to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events. In connection with the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, the Company cautions
investors that future financial and operating results may differ materially
from those projected in forward-looking statements made by, or on behalf
of, the Company. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause the actual results,
performance, or achievements of the Company to be materially different from
any future results, performance, or achievements expressed or implied by
such forward-looking statements. See "Risk Factors" included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998
and incorporated herein by reference for a description of a number of risks
and uncertainties which could affect actual results.
General
The Company provides workplace services for employers and families,
including childcare, early education and strategic worklife consulting,
operating 285 family centers at June 30, 1999. The Company has the capacity
to serve more than 35,000 families in 35 states and the District of
Columbia. The Company has partnerships with many of the nation's leading
employers, including 68 Fortune 500 companies. Working Mother's 1998 list
of the "100 Best Companies for Working Mothers" includes 44 clients of the
Company. The Company's historical revenue growth has been primarily due to
the addition of new family centers as well as increased enrollment at
existing family centers. The Company reports its operating results on a
calendar year basis.
The Company's business is subject to seasonal and quarterly fluctuations.
The Company's experience has been that the demand for child development
services decreases during the summer months. During this season, families
are often on vacation or have alternative child care arrangements. Demand
for the Company's services generally increases in September upon the
beginning of the new school year and remains relatively stable throughout
the rest of the year. The Company's results of operations may also
fluctuate from quarter to quarter as a result of, among other things, the
performance of existing centers, the number and timing of new center
openings and/or acquisitions, the length of time required for new centers
to achieve profitability, center closings, refurbishment or relocation, the
sponsorship model mix of new and existing centers, the timing and level of
sponsorship payments, competitive factors and general economic conditions.
9
<PAGE> 10
RESULTS OF OPERATIONS
The following table sets forth certain statement of operations data as a
percentage of revenue for the three and six month periods ending June 30,
1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 100.0%
Cost of services 85.5 86.0 85.6 86.0
----- ----- ----- -----
Gross profit 14.5 14.0 14.4 14.0
Selling, general & administrative 8.6 9.2 8.7 9.2
Amortization 0.3 0.5 0.4 0.5
----- ----- ----- -----
Income from operations 5.6 4.3 5.3 4.3
Interest income 0.2 0.6 0.3 0.6
----- ----- ----- -----
Income before income taxes 5.8 4.9 5.6 4.9
Income tax provisions 2.4 2.0 2.3 2.0
----- ----- ----- -----
Net income 3.4% 2.9% 3.3% 2.9%
===== ===== ===== =====
</TABLE>
Three and Six Months Ended June 30, 1999 Compared to the Three and Six
Months Ended June 30, 1998
Net Revenues. Net revenues increased $8.7 million, or 16.5%, to $61.0
million for the three months ended June 30, 1999 from $52.3 million for the
three months ended June 30, 1998. Net revenues increased $18.2 million, or
18.0%, to $119.4 million for the six months ended June 30, 1999 from $101.2
million for the six months ended June 30, 1998. The growth in revenues is
attributable to the net addition of 23 child development centers since June
30, 1998, enrollment increases in the Company's newer family centers, and
tuition increases at existing centers of approximately 3% to 4%.
Gross Profit. Cost of services consists of center operating expenses,
including payroll and benefits for center personnel, facilities costs
including depreciation, supplies and other expenses incurred at the center
level. Gross profit increased $1.6 million, or 21.0%, to $8.9 million for
the three months ended June 30, 1999 from $7.3 million for the three months
ended June 30, 1998. As a percentage of net revenues, gross profit
increased to 14.5% for the three months ended June 30, 1999 compared to
14.0% for the same period in 1998. Gross profit increased $3.0 million, or
21.6%, to $17.2 million for the six months ended June 30, 1999 from $14.2
million for the six months ended June 30, 1998. As a percentage of net
revenues, gross profit was 14.4% for the six months ended June 30, 1999,
compared to 14.0% for the same period in 1998.
The Company showed an increase in gross profit margin for the three and six
month periods ending June 30, 1999 compared to the same periods in 1998 as
a result of a greater proportion of centers achieving mature operating
levels, strong enrollment in
10
<PAGE> 11
newer family centers and proportionately lower operating costs in certain
family centers arising from operating efficiency measures. Lastly, since
June 30, 1998 thirteen family centers have been closed or transitioned to
other service providers. The closing and transition of underperforming
centers also contributed to the improvement in gross margin.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses consist of regional and district management
personnel, corporate management and administrative functions, and marketing
and development expenses for new and existing centers. Selling, general and
administrative expenses increased $465,000, or 9.7%, to $5.3 million for
the three months ended June 30, 1999 from $4.8 million for the three months
ended June 30, 1998. As a percentage of net revenues, selling, general and
administrative expenses decreased to 8.6% for the three months ended June
30, 1999 from 9.2% for the same 1998 period. Selling, general and
administrative expenses increased $1.0 million, or 11.1%, to $10.4 million
for the six months ended June 30, 1999 from $9.4 million for the six months
ended June 30, 1998. As a percentage of net revenues, selling, general and
administrative expenses decreased to 8.7% for the six months ended June 30,
1999 from 9.2% for the six months ended June 30, 1998.
The decrease in selling and general administrative expenses as a percentage
of revenue during the first six months of this year is primarily
attributable to a larger revenue base and increased efficiencies. The
dollar increase is primarily attributable to investments in regional
management, sales personnel, and communications personnel necessary to
support long term growth.
Income from Operations. Income from operations increased 51.8%, or $1.2
million, to $3.4 million for the three months ended June 30, 1999 from $2.2
million for the three months ended June 30, 1998. Income from operations
increased 49.3%, or $2.1 million, to $6.4 million for the six months ended
June 30, 1999 from $4.3 million for the six months ended June 30, 1998.
Net Interest Income. Net interest income of $145,000 for the three months
ended June 30, 1999 decreased $193,000 from $338,000 of net interest income
for the three months ended June 30, 1998. Net interest income of $356,000
for the six months ended June 30, 1999 decreased $262,000 from $618,000 of
net interest income for the six months ended June 30, 1998. The decrease in
net interest income is attributable to lower levels of invested cash.
Income Taxes Provision. The Company's effective income tax rate was
approximately 41% for the three months and six month periods ended June 30,
1999 and 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are the ongoing operations of its
existing family centers and the addition of new family centers through
development or acquisition. The Company's primary source of liquidity has
been from cash provided
11
<PAGE> 12
by operating activities. The Company had working capital of $16.9 and $12.0
as of June 30, 1999 and December 31, 1998, respectively.
Cash provided from operations totalled $6.5 million for the six months
ended June 30, 1999, compared to $8.5 million for the six months ended June
30, 1998. This $2.0 million decrease was principally due to higher accounts
receivable arising from increased revenues, amounts recoverable from
clients for start-up expenses associated with new centers, and the timing
of collections.
Cash used in investing activities increased to $7.4 million for the six
months ended June 30, 1999, from $7.2 million for the six months ended June
30, 1998. Of the $6.1 million of fixed asset additions for the six months
ended June 30, 1999, approximately $3.8 million relates to new family
centers, with the remaining balance being used primarily for the
refurbishment and expansion of existing family centers. Management expects
the current level of center related fixed asset spending to increase
slightly for the remainder of 1999.
Cash provided by financing activities increased to $3.7 million for the six
months ended June 30, 1999, from $841,000 for the six months ended June 30,
1998. During the six months ended June 30, 1999, the Company received $4.2
million in net proceeds from the issuance of common stock, as compared to
$2.0 million in the same period in 1998. In the six months ended June 30,
1999, the Company repaid debt of $500,000, including the retirement of an
outstanding mortgage. In the six month period ended June 30, 1998, the
Company used $1.1 million to repurchase shares of its Common Stock which
were subsequently reissued to fulfill warrant and stock option exercises.
On July 20, 1999, the Board of Directors approved the repurchase of up to
500,000 shares of the Company's common stock. Share repurchases under the
stock repurchase program will be made from time to time with the Company's
cash in accordance with applicable securities regulations in open market or
privately negotiated transactions. The actual number of shares purchased
and cash used, the timing of purchases and the prices paid will depend on
future market conditions.
Management believes that funds provided by operations, the Company's
existing cash and cash equivalent balances and borrowings available under
the revolving lines of credit will be adequate to meet planned operating
and capital expenditure needs for at least the next 18 months. However, if
the Company were to make any significant acquisitions or make significant
investments in facilities for new or existing centers for corporate
sponsors, it may be necessary for the Company to obtain additional debt or
equity financing. There can be no assurance that the Company would be able
to obtain such financing on reasonable terms, if at all.
12
<PAGE> 13
YEAR 2000 CONVERSION
The term "Year 2000 issue" refers to the necessity of converting computer
information systems so that such systems recognize more than two digits to
identify a year in any given date field and are thereby able to
differentiate between years in the twentieth and twenty-first centuries
ending with the same two digits (e.g. 1900 and 2000). The Company has and
will continue to coordinate the identification, evaluation, and
implementation of changes to computer systems and applications necessary to
achieve a Year 2000 date conversion with no effect on or disruption to its
business operations. The Company is also evaluating non-system issues
relative to the Year 2000 and beyond.
The Company has communicated with suppliers, customers, financial
institutions and others with which it does business to coordinate Year 2000
conversion and will continue to monitor their progress to assess the
potential impact in the event of non-compliance. The Company believes the
potential failure of third parties' systems will not have a material
adverse impact on the Company's operations, cash flows or financial
condition.
The Company completed several projects as part of planned upgrades or
replacements and not as part of the Company's Year 2000 conversion. The
Company believes that the implementation of these projects had the effect
of making a majority of the Company's hardware and information systems Year
2000 compliant.
During the six months ended June 30, 1999, as part of normal upgrades and
replacements, the Company spent approximately $950,000 to upgrade
information technology. The Company anticipates that it will make
additional capital expenditures of approximately $200,000 to $400,000 to
upgrade its hardware and information systems in 1999. The upgrades planned
for 1999 are part of planned upgrades or replacements done in the normal
course of business and not as part of the Company's Year 2000 conversion.
The projected costs for 1999 are based upon management's best estimates,
which were derived utilizing numerous assumptions of future events. There
can be no guarantee, however, that these cost estimates will be achieved,
and actual results could differ materially. The Company believes that the
Company's past efforts, in conjunction with the planned upgrades and
replacements in 1999, will substantially make its hardware and information
systems Year 2000 compliant.
As part of its Year 2000 preparations, the Company has identified its most
reasonably likely worst case scenario as the replacement of hardware,
software and equipment that are not Year 2000 compliant. Notwithstanding
the foregoing, management does not currently believe that the costs of
assessment, remediation or replacement of the Company's systems will have a
material adverse effect on the Company's operations, cash flows or
financial condition.
13
<PAGE> 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's investment strategies,
types of financial instruments held or the risks associated with such
instruments which would materially alter the market risk disclosures made
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998.
14
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings:
Not Applicable
ITEM 2. Changes in Securities and Use of Proceeds
None
ITEM 3. Defaults Upon Senior Securities:
None
ITEM 4. Submission of Matters to a Vote of Security Holders:
The Company held its annual meeting of stockholders on May 20, 1999. At the
annual meeting, the stockholders of the Company voted to elect four Class I
directors for a term of three years and until their successors are duly
elected and qualified. The following table sets forth the number of votes
cast for and against/withheld with respect to each of the director
nominees:
<TABLE>
<CAPTION>
Nominee For Against/Withheld
<S> <C> <C>
JoAnne Brandes 11,001,083 35,000
Joshua Bekenstein 11,036,083 - 0 -
Roger H. Brown 11,036,083 - 0 -
Robert D. Lurie 11,036,083 - 0 -
</TABLE>
In addition to the foregoing directors, the following table sets forth the
other members of the Board of Directors whose term of office continued
after the meeting and the year in which his or her term expires:
<TABLE>
<CAPTION>
Name Term Expires
<S> <C>
E. Townes Duncan 2000
Sara Lawrence-Lightfoot 2000
Marguerite W. Sallee 2000
William H. Donaldson 2001
Fred K. Foulkes 2001
Linda A. Mason 2001
Ian M. Rolland 2001
</TABLE>
At the annual meeting, the stockholders of the Company also voted to
approve the 1998 Stock Incentive Plan, as amended. 9,450,359 shares were
voted for approval, 1,568,385 shares were voted against approval, and
17,339 shares abstained.
15
<PAGE> 16
ITEM 5. Other information:
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
Exhibit 27 (for SEC use only)
(b) Reports on Form 8-K.
1) The Company filed a Current Report on Form 8-K on July
22, 1999, relating to the approval of a stock
repurchase plan by the board of directors on July 20,
1999.
16
<PAGE> 17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:
Date: August 12, 1999
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
By: /s/ Elizabeth Boland
--------------------------------------
Elizabeth Boland
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
17
<PAGE> 18
EXHIBIT INDEX
27 Financial Data Schedule (for Commission use only)
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BRIGHT HORIZONS FAMILY SOLUTIONS, INC. AT JUNE 30, 1999
AND FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 23,246,000
<SECURITIES> 0
<RECEIVABLES> 18,529,000
<ALLOWANCES> (924,000)
<INVENTORY> 0
<CURRENT-ASSETS> 51,362,000
<PP&E> 47,549,000
<DEPRECIATION> (11,336,000)
<TOTAL-ASSETS> 105,687,000
<CURRENT-LIABILITIES> 34,452,000
<BONDS> 0
0
0
<COMMON> 122,000
<OTHER-SE> 63,855,000
<TOTAL-LIABILITY-AND-EQUITY> 105,687,000
<SALES> 0
<TOTAL-REVENUES> 119,421,000
<CGS> 0
<TOTAL-COSTS> 102,183,000
<OTHER-EXPENSES> 10,840,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (356,000)
<INCOME-PRETAX> 6,754,000
<INCOME-TAX> 2,770,000
<INCOME-CONTINUING> 3,984,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,984,000
<EPS-BASIC> 0.33
<EPS-DILUTED> 0.31
</TABLE>
