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Item 2 — Management's Discussion and Analysis
Bright Horizons Family Solutions Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations; financial condition; liquidity; workplace and demographic trends; wage rate increases, personnel costs and other labor market impacts; future center closures and portfolio optimization and impacts; our operations outside the United States; back-up care services and use types; enrollment trends and recovery and occupancy in both the United States and outside the United States; our Australia business and operating conditions and operating performance; our center cohort occupancy levels; cost management and capital spending; investments in employees and wages; contributions and growth in our back-up care segment; the availability or lack of government support programs; tuition rate increases and pricing strategies; leases, terms and expirations; ability to respond to changing or volatile market conditions; our growth and strategic priorities; ability to grow and sustain our business; demand for services; our business model; our value proposition, client relations and partnerships; seasonality; macroeconomic trends and changing conditions, including uncertainty and inflationary or recessionary pressures; fluctuating interest rates; changes in laws and regulations; investments in segments and strategic opportunities; investments in technology, marketing, user experience and network supply; our opportunities for expansion; acquisitions, contributions and expected synergies; contingent consideration; amortization expense; our fair value estimates; goodwill from business combinations; future impairment losses; fixed assets; estimates and impact of employee equity transactions; unrecognized tax benefits and the impact of uncertain tax positions; our effective tax rate and estimates; the outcome of tax audits, settlements and tax liabilities; impact of tax benefits/expense; fluctuations, impact and estimates of foreign currency exchange rates and interest rates; our capital allocation; share repurchase program and future activity; the outcome of litigation, legal proceedings/claims and our insurance coverage; our interest rates, weighted average interest rate, expense and impact of our interest rate cap agreements; credit risk; the use of derivatives or other market risk sensitive instruments; critical accounting policies and estimates; impact of new accounting pronouncements; our indebtedness; borrowings under our senior secured credit facilities; the need for additional debt or equity financing, including raising additional funds or refinancing our outstanding indebtedness, and our ability to obtain such financing; contractual and actual maturities; our sources, drivers and uses of cash flows; our ability to fund operations and make capital expenditures and payments with cash and cash equivalents and borrowings; and our ability to meet financial obligations and comply with covenants of our senior secured credit facilities.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, changes in the demand for child care, dependent care and other workplace solutions, including variations in enrollment trends and lower than expected demand from employer sponsor clients as well as variations in workforce demographics and work environments; the constrained labor market for teachers and staff and ability to hire and retain talent, including the impact of increased compensation and labor costs; the availability or lack of government support programs, and the impact of available government child care benefit programs; our ability to respond to changing client and customer needs; competition in our industry; the possibility that acquisitions may disrupt our operations and expose us to additional risk; our ability to pass on our increased costs; our indebtedness and the terms of such indebtedness; our ability to withstand seasonal fluctuations in the demand for our services; our ability to implement our growth strategies successfully; our ability to close underperforming centers or exit unfavorable lease arrangements; changes in general economic, political, business and financial market conditions and other macroeconomic events and uncertainty, including the impact of inflation and interest rate fluctuations; fluctuations in currency exchange rates; the effects of a cyber-attack, data breach or other security incident on our information technology system or software or those of our third party vendors; changes in tax rates or policies; damage or harm to our brand or reputation or negative public perception, including as a result of incidents and media coverage; outcome of legal matters, claims, allegations, actual or threatened litigation and regulatory investigations and reviews; insurance risks; changes in laws and regulations; and other risks and uncertainties more fully described in the “Risk Factors” section of our Annual Report on Form 10-K filed on February 26, 2026, and other factors disclosed from time to time in our other filings with the Securities and Exchange Commission.
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Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future information, events, developments or otherwise, except as required by law.
Overview
The following is a discussion of the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of Bright Horizons Family Solutions Inc. (“we” or the “Company”) for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
We are a leading provider of high-quality early education and child care, comprehensive back-up care solutions, and educational advisory services. Our offerings support both working families and employers' workforce strategies by supporting their employees across life and career stages, and improving employee recruitment, engagement, productivity, retention, and career advancement. We provide services primarily under multi-year contracts with employer-clients who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits package.
As of June 30, 2026, we operated 988 early education and child care centers with the capacity to serve approximately 112,500 children in the United States, the United Kingdom, the Netherlands, Australia and India.
Our reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory services. Full service center-based child care includes traditional center-based early education and child care, preschool, and elementary education. Back-up care consists of center-based back-up child care, in-home care for children and seniors, school-age programs (including camps and tutoring), pet care, self-sourced reimbursed care, and Sittercity, an online marketplace for families and caregivers. Educational advisory services includes tuition assistance and student loan repayment program management, workforce education, related educational advising, and college admissions counseling services.
During the three months ended June 30, 2026, we saw strong growth in back-up care with a 19% year-over-year increase in revenue as a result of increased utilization. We also saw year-over-year revenue growth of 3% in our full service center-based child care segment, primarily from tuition rate increases. To track our continued improvement in occupancy rates, we monitor occupancy for a cohort of centers that has been operating since the 2021 fall enrollment cycle, and as of June 30, 2026, this cohort of centers totaled 719 centers. Occupancy represents utilization for each respective center and is calculated as the average full-time enrollment divided by the total operating capacity during the period. For the quarter ended June 30, 2026, 53% of these centers were more than 70% enrolled, 42% were between 40-70% enrolled and 5% were less than 40% enrolled, which reflects improved occupancy and the effect of closing unperforming centers when compared to the same period in the prior year.
While we continue to see year-over-year growth, our operating environment is impacted by increased operating costs, a tight labor market, varying enrollment demands, shifting work demographics, and challenging macroeconomic conditions. We remain focused on the evolving needs of clients, families and children as well as the changes in operating environments, including our Australia full service business, where we have recently experienced more challenging enrollment trends and operating conditions. We are actively monitoring and assessing the trends and operating conditions in Australia and we continue to focus our efforts on improving the overall operating performance, and where appropriate, close centers that we do not believe have long-term potential. We continue to assess our portfolio of centers through the evaluation of expected near-term and long-term performance, as well as our partnerships with clients. As a result, we routinely close underperforming centers and expect to continue to optimize our portfolio and close underperforming centers identified in these evaluations over the next 12 months.
We are focused on our strategic priorities to deliver high quality education and care services, connect across our service lines, extend our impact on new and existing customers and clients, and preserve our strong culture, and we are committed to serving the needs of families, clients and our employees. We are confident in our value proposition, business model, the strength of our client partnerships, the strength of our balance sheet and liquidity position, and our ability to continue to respond to changing market conditions.
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Results of Operations
The following table sets forth statement of income data as a percentage of revenue for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 % 2025 %
(In thousands, except percentages)
Revenue $ 779,178 100.0 % $ 731,570 100.0 %
Cost of services 590,215 75.7 % 549,020 75.0 %
Gross profit 188,963 24.3 % 182,550 25.0 %
Selling, general and administrative expenses 108,002 13.9 % 94,834 13.0 %
Amortization of intangible assets 1,144 0.2 % 1,664 0.2 %
Income from operations 79,817 10.2 % 86,052 11.8 %
Interest expense — net (14,023) (1.8) % (10,555) (1.5) %
Income before income tax 65,794 8.4 % 75,497 10.3 %
Income tax expense (25,159) (3.2) % (20,722) (2.8) %
Net income $ 40,635 5.2 % $ 54,775 7.5 %
Adjusted EBITDA (1) $ 130,556 16.8 % $ 115,615 15.8 %
Adjusted income from operations (1) $ 98,955 12.7 % $ 86,052 11.8 %
Adjusted net income (1) $ 66,339 8.5 % $ 61,504 8.4 %
(1)Adjusted EBITDA, adjusted income from operations and adjusted net income are financial measures that are not determined in accordance with generally accepted accounting principles in the United States (“GAAP”), which are commonly referred to as “non-GAAP financial measures.” Refer to “Non-GAAP Financial Measures and Reconciliation” below for a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures determined under GAAP and for information regarding our use of non-GAAP financial measures.
The following table sets forth statement of income data as a percentage of revenue for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026 % 2025 %
(In thousands, except percentages)
Revenue $ 1,491,400 100.0 % $ 1,397,097 100.0 %
Cost of services 1,138,947 76.4 % 1,058,810 75.8 %
Gross profit 352,453 23.6 % 338,287 24.2 %
Selling, general and administrative expenses 205,355 13.8 % 186,695 13.4 %
Amortization of intangible assets 2,332 0.1 % 3,268 0.2 %
Income from operations 144,766 9.7 % 148,324 10.6 %
Interest expense — net (26,045) (1.7) % (20,906) (1.5) %
Income before income tax 118,721 8.0 % 127,418 9.1 %
Income tax expense (43,978) (3.0) % (34,594) (2.5) %
Net income $ 74,743 5.0 % $ 92,824 6.6 %
Adjusted EBITDA (1) $ 226,162 15.2 % $ 207,919 14.9 %
Adjusted income from operations (1) $ 163,904 11.0 % $ 148,324 10.6 %
Adjusted net income (1) $ 110,955 7.4 % $ 106,223 7.6 %
(1)Adjusted EBITDA, adjusted income from operations and adjusted net income are financial measures that are not calculated in accordance with GAAP, which are commonly referred to as “non-GAAP financial measures.” Refer to “Non-GAAP Financial Measures and Reconciliation” below for a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP and for information regarding our use of non-GAAP financial measures.
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Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenue. Revenue for the three months ended June 30, 2026, increased by $47.6 million, or 7%, to $779.2 million from $731.6 million for the same period in 2025. The following table summarizes the revenue and percentage of total revenue for each of our segments for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025 Change 2026 vs 2025
(In thousands, except percentages)
Full service center-based child care $ 557,297 71.5 % $ 540,267 73.9 % $ 17,030 3.2 %
Tuition 511,952 91.9 % 495,701 91.8 % 16,251 3.3 %
Management fees and operating subsidies 45,345 8.1 % 44,566 8.2 % 779 1.7 %
Back-up care 193,586 24.9 % 162,670 22.2 % 30,916 19.0 %
Educational advisory services 28,295 3.6 % 28,633 3.9 % (338) (1.2) %
Total revenue $ 779,178 100.0 % $ 731,570 100.0 % $ 47,608 6.5 %
Revenue generated by the full service center-based child care segment in the three months ended June 30, 2026 increased by $17.0 million, or 3%, when compared to the same period in 2025. Tuition revenue increased by $16.3 million, or 3%, when compared to the prior year, primarily due to average tuition rate increases of approximately 4%, offset by the impact of centers that have closed since March 31, 2025, which reduced revenue by approximately 2.5%, and by lower enrollment in our Australia centers which reduced revenue by approximately 1%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased tuition revenue in the three months ended June 30, 2026 by approximately 1%, or $5.0 million. We expect to be impacted by fluctuations in the foreign currency exchange rates throughout the remainder of the year, although we do not expect the impact on net earnings to be material.
Management fees and operating subsidies from employer sponsors remained relatively consistent with the prior year.
Revenue generated by back-up care services in the three months ended June 30, 2026 increased by $30.9 million, or 19%, when compared to the same period in 2025. Revenue growth in the back-up care segment was primarily attributable to increased utilization of center-based care, in-home care, and school-age programs by employees of new and existing clients.
Revenue generated by educational advisory services in the three months ended June 30, 2026 remained consistent with the same period in 2025.
Cost of Services. Cost of services increased by $41.2 million, or 8%, to $590.2 million for the three months ended June 30, 2026 from $549.0 million for the same period in 2025.
Cost of services in the full service center-based child care segment increased by $24.1 million, or 5%, to $469.8 million in the three months ended June 30, 2026 when compared to the same period in 2025. The increase in cost of services was primarily associated with increased personnel costs, which represent approximately 70% of the costs for this segment. Personnel costs increased 2% during the quarter compared to the same period in the prior year, related to average hourly wage rate increases of approximately 3%, higher benefits costs, including medical care expenses, and the impact of foreign currency exchange rates, offset by reductions in labor from net center closures since the prior year. Impairment losses of $12.8 million, primarily related to long-lived assets, arising from center closures, changes in market assumptions and reduced operating performance at certain centers, also contributed to the increase in cost of services.
Cost of services in the back-up care segment increased by $16.6 million, or 19%, to $105.4 million in the three months ended June 30, 2026, when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with care provider fees to serve the increase in utilization levels of center-based care, in-home care, and school-age programs over the prior year, and the continued investment in technology to support our customer user experience, service offerings, and marketing outreach. We expect to continue investing in increasing our network provider supply and in technology to support the growth of this segment.
Cost of services in the educational advisory services segment increased by $0.5 million, or 3%, to $15.0 million in the three months ended June 30, 2026 when compared to the prior year.
Gross Profit. Gross profit increased by $6.4 million, or 4%, to $189.0 million for the three months ended June 30, 2026 from $182.6 million for the same period in 2025 primarily due to incremental contributions from the back-up care segment, resulting from higher utilization of back-up care services, partially offset by impairment losses related to the full service center-based child care segment. Gross profit margin was 24% of revenue for the three months ended June 30, 2026, a decrease of approximately 1% from the same period in 2025.
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Selling, General and Administrative Expenses (“SGA”). SGA increased by $13.2 million, or 14%, to $108.0 million for the three months ended June 30, 2026 from $94.8 million for the same period in 2025, primarily due to impairment losses of $6.3 million related to goodwill in the full service center-based child care segment attributable to an immaterial foreign reporting unit specializing in tutoring services, and higher personnel costs. SGA was 14% of revenue for the three months ended June 30, 2026, a 1% increase from the same period in 2025.
Amortization of Intangible Assets. Amortization expense on intangible assets was $1.1 million for the three months ended June 30, 2026, a decrease from $1.7 million for the three months ended June 30, 2025, primarily due to decreases from intangible assets becoming fully amortized since the prior year.
Income from Operations. Income from operations decreased by $6.2 million, or 7%, to $79.8 million for the three months ended June 30, 2026 when compared to the prior year. The following table summarizes income from operations and percentage of revenue for each of our segments for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025 Change 2026 vs 2025
(In thousands, except percentages)
Full service center-based child care $ 25,060 4.5 % $ 40,280 7.5 % $ (15,220) (37.8) %
Back-up care 50,278 26.0 % 40,923 25.2 % 9,355 22.9 %
Educational advisory services 4,479 15.8 % 4,849 16.9 % (370) (7.6) %
Income from operations $ 79,817 10.2 % $ 86,052 11.8 % $ (6,235) (7.2) %
The change in income from operations was primarily due to the following:
•Income from operations for the full service center-based child care segment decreased $15.2 million, or 38%, in the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to impairment losses of $19.1 million related to long-lived assets and goodwill, arising from center closures, changes in market assumptions and reduced operating performance at certain centers, and increased personnel costs, partially offset by increases in tuition revenue from annual tuition rate increases and enrollment gains.
•Income from operations for the back-up care segment increased $9.4 million, or 23%, in the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by higher investments in technology and marketing to improve the customer experience.
•Income from operations for the educational advisory services segment decreased $0.4 million, or 8%, in the three months ended June 30, 2026 when compared to the same period in 2025.
Net Interest Expense. Net interest expense was $14.0 million for the three months ended June 30, 2026, an increase from $10.6 million for the three months ended June 30, 2025, primarily due to higher average borrowings as well as higher interest rates applicable to our debt. The weighted average interest rate for the term loans and revolving credit facility was 4.91% for the three months ended June 30, 2026 compared to 4.26% for the three months ended June 30, 2025, inclusive of the effects of the cash flow hedges. Based on the current interest rate projections, we estimate that our overall weighted average interest rate will be in the range of 5.25% to 5.5% for the remainder of 2026, inclusive of the effects of the cash flow hedges.
Income Tax Expense. We recorded income tax expense of $25.2 million during the three months ended June 30, 2026, at an effective income tax rate of 38%, compared to an income tax expense of $20.7 million during the three months ended June 30, 2025, at an effective income tax rate of 27%. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the impact of unbenefited losses in certain foreign subsidiaries and the effects of net excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income before income tax, jurisdictional mix of income before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible transaction costs, the settlement of foreign, federal and state tax matters and the effects of excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock.
During the three months ended June 30, 2026 and 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.5 million and $0.1 million, respectively. For the three months ended June 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 27%.
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Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA increased $14.9 million, or 13%, and adjusted income from operations increased $12.9 million, or 15%, for the three months ended June 30, 2026 compared to the same period in 2025 primarily due to increased contributions from the back-up care segment.
Adjusted Net Income. Adjusted net income increased $4.8 million, or 7.9%, for the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to the increase in adjusted income from operations noted above, partially offset by higher interest expense from our senior secured credit facilities.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenue. Revenue increased by $94.3 million, or 7%, to $1.5 billion for the six months ended June 30, 2026 from $1.4 billion for the same period in 2025. The following table summarizes the revenue and percentage of total revenue for each of our segments for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026 2025 Change 2026 vs 2025
(In thousands, except percentages)
Full service center-based child care $ 1,097,931 73.6 % $ 1,050,814 75.2 % $ 47,117 4.5 %
Tuition 1,007,751 91.8 % 960,327 91.4 % 47,424 4.9 %
Management fees and operating subsidies 90,180 8.2 % 90,487 8.6 % (307) (0.3) %
Back-up care 338,255 22.7 % 291,282 20.9 % 46,973 16.1 %
Educational advisory services 55,214 3.7 % 55,001 3.9 % 213 0.4 %
Total revenue $ 1,491,400 100.0 % $ 1,397,097 100.0 % $ 94,303 6.7 %
Revenue generated by the full service center-based child care segment in the six months ended June 30, 2026 increased by $47.1 million, or 4.5%, when compared to the same period in 2025. Tuition revenue increased by $47.4 million, or 5%, when compared to the prior year, primarily due to average tuition rate increases of approximately 4%, offset by the impact of centers that have closed since December 31, 2024, which reduced revenue by approximately 2.5%, and by lower enrollment in our Australia centers which reduced revenue by approximately 1%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased 2026 tuition revenue by approximately 2%, or $21.5 million.
Management fees and operating subsidies from employer sponsors remained relatively consistent with the prior year.
Revenue generated by back-up care services in the six months ended June 30, 2026 increased by $47.0 million, or 16%, when compared to the same period in 2025. Revenue growth in the back-up care segment was primarily attributable to increased utilization of center-based care, in-home care, and school-age programs by new and existing clients.
Revenue generated by educational advisory services in the six months ended June 30, 2026 remained consistent with the same period in the prior year.
Cost of Services. Cost of services increased $80.1 million, or 8%, to $1.1 billion for the six months ended June 30, 2026 when compared to the same period in 2025.
Cost of services in the full service center-based child care segment increased by $50.8 million, or 6%, to $0.9 billion in the six months ended June 30, 2026 when compared to the same period in 2025. The increase in cost of services was primarily associated with increased personnel costs, an increase of 5% during the six months ended June 30, 2026 compared to the same period in the prior year, related to average hourly wage rate increases of approximately 3%, higher benefits costs, including medical care expenses, and the impact of foreign currency exchange rates, offset by reductions in labor from net center closures since the prior year. Impairment losses of $12.8 million, primarily related to long-lived assets, arising from center closures, changes in market assumptions and reduced operating performance at certain centers, also contributed to the increase in cost of services.
Cost of services in the back-up care segment increased $28.4 million, or 18%, to $189.9 million in the six months ended June 30, 2026 when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with provider fees to serve the increase in utilization levels of center-based care, in-home care, and school-age programs over the prior year, and the continued investment in technology to support our customer user experience, service offerings, and marketing outreach.
Cost of services in the educational advisory services segment increased by $0.9 million, or 3%, to $30.3 million in the six months ended June 30, 2026 when compared to the prior year.
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Gross Profit. Gross profit increased $14.2 million, or 4%, to $352.5 million for the six months ended June 30, 2026 from $338.3 million for the same period in 2025 primarily due to incremental gross profit contributions from the back-up care segment, resulting from higher utilization of back-up care services, partially offset by impairment losses related to the full service center-based child care segment. Gross profit margin was 24% of revenue for the six months ended June 30, 2026, relatively consistent with the six months ended June 30, 2025.
Selling, General and Administrative Expenses. SGA increased $18.7 million, or 10%, to $205.4 million for the six months ended June 30, 2026 from $186.7 million for the same period in 2025, due to higher personnel and technology costs, and impairment losses of $6.3 million related to goodwill in the full service center-based child care segment attributable to an immaterial foreign reporting unit specializing in tutoring services. SGA was 14% of revenue for the six months ended June 30, 2026, which is relatively consistent with the same period in 2025.
Amortization of Intangible Assets. Amortization expense on intangible assets of $2.3 million for the six months ended June 30, 2026, decreased from $3.3 million for the six months ended June 30, 2025 primarily due to certain intangible assets becoming fully amortized since the prior year.
Income from Operations. Income from operations decreased by $3.6 million, or 2%, to $144.8 million for the six months ended June 30, 2026 when compared to the same period in 2025. The following table summarizes income from operations and percentage of revenue for each of our segments for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026 2025 Change 2026 vs 2025
(In thousands, except percentages)
Full service center-based child care $ 61,965 5.6 % $ 73,534 7.0 % $ (11,569) (15.7) %
Back-up care 75,850 22.4 % 67,307 23.1 % 8,543 12.7 %
Educational advisory services 6,951 12.6 % 7,483 13.6 % (532) (7.1) %
Income from operations $ 144,766 9.7 % $ 148,324 10.6 % $ (3,558) (2.4) %
The change in income from operations was due to the following:
•Income from operations for the full service center-based child care segment decreased $11.6 million, or 16%, in the six months ended June 30, 2026 when compared to the same period in 2025, primarily due to primarily due to impairment losses of $19.1 million related to long-lived assets and goodwill, arising from center closures, changes in market assumptions and reduced operating performance at certain centers, and increased personnel costs, partially offset by increases in tuition revenue from annual tuition rate increases and enrollment gains.
•Income from operations for the back-up care segment increased $8.5 million, or 13%, in the six months ended June 30, 2026 when compared to the same period in 2025, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by increases in technology and marketing investments to improve the customer experience.
•Income from operations for the educational advisory services segment decreased $0.5 million, or 7%, in the six months ended June 30, 2026 when compared to the same period in 2025.
Net Interest Expense. Net interest expense was $26.0 million for the six months ended June 30, 2026, an increase from net interest expense of $20.9 million for the same period in 2025, primarily due to higher average borrowings as well as higher interest rates applicable to our debt. The weighted average interest rate for the term loans and revolving credit facility was 4.87% for the six months ended June 30, 2026 compared to 4.32% for the same period in 2025, inclusive of the effects of the cash flow hedges.
Income Tax Expense. We recorded income tax expense of $44.0 million for the six months ended June 30, 2026 at an effective income tax rate of 37%, compared to an income tax expense of $34.6 million during the six months ended June 30, 2025, at an effective income tax rate of 27%. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the impact of unbenefited losses and the effects of net excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income before income tax, jurisdictional mix of income before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible transaction costs, the settlement of foreign, federal and state tax matters and the effects of excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock.
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During the six months ended June 30, 2026, the net shortfall tax expense from stock-based compensation increased tax expense by $3.0 million. During the six months ended June 30, 2025, the net excess tax benefit from stock-based compensation decreased tax expense by $1.3 million. For the six months ended June 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 28% and 27%, respectively.
Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA and adjusted income from operations increased $18.2 million, or 9%, and $15.6 million, or 11%, respectively, for the six months ended June 30, 2026 over the comparable period in 2025 primarily due to the incremental contributions from the back-up care segment resulting from increased utilization and from the full service child-care segment resulting from improved operating leverage.
Adjusted Net Income. Adjusted net income increased $4.7 million, or 4%, for the six months ended June 30, 2026 when compared to the same period in 2025, primarily due to the increase in adjusted income from operations noted above, partially offset by higher interest expense.
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Non-GAAP Financial Measures and Reconciliation
In our quarterly and annual reports, earnings press releases and conference calls, we discuss key financial measures that are not calculated in accordance with GAAP to supplement our consolidated financial statements presented on a GAAP basis. These non-GAAP financial measures of adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are reconciled from their most directly comparable financial measures determined in accordance with GAAP as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In thousands, except share data)
Net income $ 40,635 $ 54,775 $ 74,743 $ 92,824
Interest expense — net 14,023 10,555 26,045 20,906
Income tax expense 25,159 20,722 43,978 34,594
Depreciation 23,425 21,070 45,470 41,341
Amortization of intangible assets 1,144 1,664 2,332 3,268
EBITDA 104,386 108,786 192,568 192,933
Additional adjustments:
Impairment losses (a) 19,138 — 19,138 —
Stock-based compensation expense (b) 7,032 6,829 14,456 14,986
Total adjustments 26,170 6,829 33,594 14,986
Adjusted EBITDA $ 130,556 $ 115,615 $ 226,162 $ 207,919
Income from operations $ 79,817 $ 86,052 $ 144,766 $ 148,324
Impairment losses (a) 19,138 — 19,138 —
Adjusted income from operations $ 98,955 $ 86,052 $ 163,904 $ 148,324
Net income $ 40,635 $ 54,775 $ 74,743 $ 92,824
Income tax expense 25,159 20,722 43,978 34,594
Income before income tax 65,794 75,497 118,721 127,418
Amortization of intangible assets 1,144 1,664 2,332 3,268
Impairment losses (a) 19,138 — 19,138 —
Stock-based compensation expense (b) 7,032 6,829 14,456 14,986
Other interest costs (c) — 551 — 551
Adjusted income before income tax 93,108 84,541 154,647 146,223
Adjusted income tax expense (d) (26,769) (23,037) (43,692) (40,000)
Adjusted net income $ 66,339 $ 61,504 $ 110,955 $ 106,223
Weighted average common shares outstanding — diluted 51,757,065 57,713,111 53,230,622 57,831,930
Diluted adjusted earnings per common share (e) $ 1.28 $ 1.07 $ 2.08 $ 1.84
(a)Impairment losses represent charges related to long-lived assets and goodwill arising from center closures, changes in market assumptions and reduced operating performance at certain centers. For the three and six months ended June 30, 2026, impairment losses totaled $19.1 million related to the full service center-based child care segment, of which $12.8 million was recorded to cost of services and $6.3 million was recorded to selling, general and administrative expenses in the second quarter.
(b)Stock-based compensation expense represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation.
(c)Other interest costs in the three and six months ended June 30, 2025 consist of costs incurred in connection with the April 2025 debt refinancing of $0.6 million, which are included in interest expense on the statement of income.
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(d)Adjusted income tax expense represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 29% and 28% for the three and six months ended June 30, 2026, respectively, and of approximately 27% for both the three and six months ended June 30, 2025. The jurisdictional mix of the expected adjusted income before income tax for the full year will affect the estimated effective tax rate for the year.
(e)The sum of the quarterly earnings per common share amounts does not equal the year-to-date earnings per share amounts due to the independent calculation of the weighted-average number of common shares outstanding for each discrete period, as well as rounding. This variance is primarily due to the seasonal fluctuations in our net income and changes in the weighted-average shares outstanding, including the cumulating effect of treasury repurchases during individual quarters.
Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are financial measures that are not calculated in accordance with GAAP (collectively referred to as “non-GAAP financial measures”), and the use of the terms adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures. We believe the non-GAAP financial measures provide investors with useful information with respect to our historical operations. We present the non-GAAP financial measures as supplemental performance measures because we believe they facilitate a comparative assessment of our operating performance relative to our performance based on our results under GAAP, while isolating the effects of some items that vary from period to period. Specifically, adjusted EBITDA allows for an assessment of our operating performance and of our ability to service or incur indebtedness without the effect of non-cash charges, such as depreciation, amortization, and stock-based compensation expense, and non-recurring costs, as applicable, such as debt refinancing costs, impairments, lease termination costs and transaction costs. In addition, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share allow us to assess our performance without the impact of the specifically identified items that we believe do not directly reflect our core operations. These non-GAAP financial measures also function as key performance indicators used to evaluate our operating performance internally, and they are used in connection with the determination of incentive compensation for management, including executive officers. Adjusted EBITDA is also used in connection with the determination of certain ratio requirements under our credit agreement.
Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are not measurements of our financial performance under GAAP and should not be considered in isolation or as an alternative to income before taxes, net income, diluted earnings per common share, net cash provided by (used in) operating, investing or financing activities or any other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Consequently, our non-GAAP financial measures should be considered together with our consolidated financial statements, which are prepared in accordance with GAAP and included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We understand that although adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•adjusted EBITDA, adjusted income from operations and adjusted net income do not fully reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
•adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect changes in, or cash requirements for, our working capital needs;
•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect any cash requirements for such replacements.
Because of these limitations, adjusted EBITDA, adjusted income from operations and adjusted net income should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
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Liquidity and Capital Resources
Our primary cash requirements are for the ongoing operations of our existing early education and child care centers, back-up care, educational advisory services, the addition of new centers through development or acquisitions, and debt financing obligations. Our primary sources of liquidity are our existing cash, cash flows from operations, and borrowings available under our $1.0 billion multi-currency revolving credit facility (“revolving credit facility”). We had $163.7 million in cash ($167.8 million including restricted cash) as of June 30, 2026, of which $75.5 million was held in foreign jurisdictions, compared to $140.1 million in cash ($143.2 million including restricted cash) as of December 31, 2025, of which $66.3 million was held in foreign jurisdictions. Operations outside of North America accounted for 31% and 29% of our consolidated revenue in the six months ended June 30, 2026 and 2025, respectively. The net impact on our liquidity from changes in foreign currency exchange rates was not material for the six months ended June 30, 2026 and 2025. While we expect to be impacted by fluctuations in the foreign currency exchange rates throughout the remainder of the year, we do not currently expect that the effects of changes in foreign currency exchange rates will have a material net impact on our liquidity and capital resources for the remainder of 2026.
Our revolving credit facility is part of our senior secured credit facilities. On June 1, 2026, we amended our existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility as well as increase the borrowing capacity of our revolving credit facility from $900 million to $1.0 billion. On the closing date, we used the proceeds of the term loan A, together with cash on hand, to repay outstanding borrowings under the revolving credit facility, including all outstanding interest and related fees and expenses. As of June 30, 2026 and December 31, 2025, $520.1 million and $383.7 million, respectively, of the revolving credit facility was available for borrowing.
We had a working capital deficit of $506.6 million and $462.2 million as of June 30, 2026 and December 31, 2025, respectively. Our working capital deficit has primarily arisen from using cash to make long-term investments in fixed assets and acquisitions, from share repurchases, and short-term borrowings on our long-term debt.
As of June 30, 2026, we had $767.4 million in lease liabilities, $110.4 million of which is short-term in nature. Refer to Note 3, Leases, to our condensed consolidated financial statements for additional information on leases, including the maturity of the contractual obligations related to our lease liabilities.
Effective March 9, 2026, the board of directors authorized a new share repurchase program under which up to an aggregate of $600 million of our outstanding common stock may be repurchased. The share repurchase program has no expiration date and canceled and replaced the prior $500 million share repurchase authorization announced in June 2025, of which $127.6 million remained available thereunder. During the six months ended June 30, 2026, we repurchased approximately 6.6 million shares for $473.2 million under the repurchase program (resulting in a $4.6 million excise tax liability). During the six months ended June 30, 2025, we repurchased approximately 0.5 million shares for $60.7 million under the repurchase program (resulting in a $0.2 million excise tax liability). All repurchased shares have been retired and, as of June 30, 2026, $328.7 million remained available for future repurchases.
We believe that funds provided by operations, our existing cash balances and borrowings available under our revolving credit facility will be adequate to fund all obligations and liquidity requirements for at least the next 12 months. Subject to market conditions, we regularly evaluate opportunities with respect to our capital structure and may choose to raise additional funds at any time through debt financing arrangements or potential refinancing of our outstanding indebtedness, which may or may not be needed for additional working capital, capital expenditures, share repurchases, or other strategic investments. Additionally, if we were to experience disruption from events not in our control or if we were to undertake any significant acquisitions or make investments in the purchase of facilities for new or existing centers, we could require financing beyond our existing cash and borrowing capacity, and it could be necessary for us to obtain additional debt or equity financing. We may not be able to obtain such financing or refinancing on reasonable terms, or at all.
Cash Flows Six Months Ended June 30,
2026 2025
(In thousands)
Net cash provided by operating activities $ 202,792 $ 220,374
Net cash used in investing activities $ (39,404) $ (37,968)
Net cash used in financing activities $ (137,005) $ (116,087)
Cash, cash equivalents and restricted cash — beginning of period $ 143,158 $ 123,715
Cash, cash equivalents and restricted cash — end of period $ 167,797 $ 197,079
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Cash Provided by Operating Activities
Cash provided by operating activities was $202.8 million for the six months ended June 30, 2026, compared to $220.4 million for the same period in 2025. The decrease in cash provided by operations primarily relates to changes in working capital.
Cash Used in Investing Activities
Cash used in investing activities was $39.4 million for the six months ended June 30, 2026 compared to $38.0 million for the same period in 2025. The increase in cash used in investing activities primarily relates to an increase in net purchases of fixed assets for maintenance and refurbishments in our existing centers, technology, and new child care centers, from $34.0 million in the six months ended June 30, 2025 to $39.1 million in the six months ended June 30, 2026.
Additionally, we did not invest in any acquisitions during the six months ended June 30, 2026, compared to investing $5.1 million in acquisitions during the same period in 2025.
Cash Used in Financing Activities
Cash used in financing activities was $137.0 million for the six months ended June 30, 2026 compared to $116.1 million for the same period in 2025. Significant financing activities in the six months ended June 30, 2026 included an increase of $411.2 million in share repurchases, or $471.5 million, compared to repurchases of $60.3 million during the same period in 2025. Offsetting this increase were net borrowings under the revolving credit facility as well as the issuance of the term loan A facility, together providing $342.7 million during the six months ended June 30, 2026, compared to net debt payments of $49.5 million during the same period in 2025, a net change of $392.2 million.
Additionally, proceeds received from the exercise of stock options were $10.2 million in the six months ended June 30, 2025, compared to no proceeds in the six months ended June 30, 2026. Taxes paid related to the net share settlement of stock options and restricted stock decreased to $7.8 million in the six months ended June 30, 2026, compared to $13.6 million in the same period in 2025.
Debt
Our senior secured credit facilities consist of a term loan B facility (“term loan B”) and a term loan A facility (“term loan A” and, together with the term loan B, the “term loans”), as well as a $1.0 billion multi-currency revolving credit facility (“revolving credit facility”).
Long-term debt obligations were as follows:
June 30, 2026 December 31, 2025
(In thousands)
Term loan B $ 450,000 $ 450,000
Term loan A 375,000 —
Revolving credit facility 465,953 499,552
Deferred financing costs and original issue discount (3,567) (2,386)
Total debt 1,287,386 947,166
Less current portion of term loans (9,375) —
Less current portion of revolving credit facility (205,953) (199,552)
Long-term debt $ 1,072,058 $ 747,614
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The term loan B matures on August 21, 2032 and as a result of voluntary prepayments totaling $133.5 million in 2025, the remaining principal balance of $450 million is due at maturity.
On June 1, 2026, the Company amended its existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility. The term loan A matures on April 17, 2030 and requires scheduled quarterly amortization payments equal to 2.5% per annum of the original aggregate principal amount of the term loan A for the period commencing September 30, 2026 through and including June 30, 2028, increasing to 5.0% per annum thereafter through March 30, 2030. The remaining principal balance is due at maturity.
In conjunction with the June 1, 2026 amendment, the Company increased the borrowing capacity of its revolving credit commitments under the revolving credit facility from $900 million to $1.0 billion, which matures on April 17, 2030. As of June 30, 2026, borrowings outstanding on the revolving credit facility were $459.5 million (composed of $365.0 million, €48.8 million and £29.3 million) and letters of credit outstanding were $20.2 million, with $520.1 million available for borrowing. As of December 31, 2025, borrowings outstanding on the revolving credit facility were $496.5 million (composed of $370.0 million, €71.8 million and £31.4 million) and letters of credit outstanding were $20.2 million, with $383.7 million available for borrowing. Additionally, a AU$9.4 million (USD$6.5 million) uncommitted working capital credit facility is available in Australia for short-term borrowing purposes. As of June 30, 2026 and December 31, 2025, there were AU$9.4 million (USD$6.5 million) and AU$4.5 million (USD$3.0 million) borrowings outstanding under this facility, respectively.
Borrowings under the senior secured credit facilities are subject to variable interest. We mitigate our interest rate exposure with interest rate cap agreements. In December 2021, we entered into interest rate cap agreements with a total notional value of $900 million. Interest rate cap agreements for $600 million, which had a forward starting effective date of October 31, 2023 and expired on October 31, 2025, provided us with interest rate protection in the event the one-month term SOFR rate increased above 2.4%. Interest rate cap agreements for $300 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide us with interest rate protection in the event the one-month term SOFR rate increases above 2.9%.
In March and July 2025, we entered into additional interest rate cap agreements with a total notional value of $150 million and $100 million, respectively, designated and accounted for as cash flow hedges from inception. The March and July 2025 interest rate cap agreements, both of which had forward starting effective dates of October 31, 2025, provide us with interest rate protection in the event the one-month term SOFR rate increases above 3.5% and 3.0%, respectively, and expire on October 31, 2027 and October 31, 2026, respectively.
In February 2026, we entered into an additional interest rate cap agreement with a total notional value of $150 million, designated and accounted for as a cash flow hedge from inception. The interest rate cap agreement, which has a forward starting effective date of October 30, 2026, provides us with interest rate protection in the event the one-month term SOFR rate increases above 2.75%, and expires on October 31, 2027.
The blended weighted average interest rate for the term loans and revolving credit facility was 4.87% and 4.32% for the six months ended June 30, 2026 and 2025, respectively, including the impact of the cash flow hedges. Based on the current interest rate projections, we estimate that our overall weighted average interest rate will be in the range of 5.25% to 5.50% for the remainder of 2026, inclusive of the effects of the cash flow hedges.
The term loan A and the revolving credit facility require Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum first lien net leverage ratio. A breach of this covenant is subject to certain equity cure rights. The credit agreement governing the senior secured credit facilities contains certain customary affirmative covenants and events of default. We were in compliance with our financial covenant at June 30, 2026. Refer to Note 6, Credit Arrangements and Debt Obligations, to our condensed consolidated financial statements for additional information on our debt and credit arrangements, future principal payments of long-term debt, and covenant requirements.
Critical Accounting Policies
For a discussion of our “Critical Accounting Policies,” refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies since December 31, 2025.
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