Greetings, and welcome to the Bright Horizons' Family Solutions Second Quarter 2019 earnings conference call. At this time all participants are in a listen-only mode. [Operator instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Elizabeth Boland, Chief Financial Officer. Thank you, Elizabeth. You may begin.

Thanks, Ashley, and hello to everybody on the call today. With me on the call is Stephen Kramer, our Chief Executive Officer; and Dave Lissy, our Executive Chair. And after my few administrative matters, I'll turn the call over to Stephen. Today's call is being webcast and a recording will be available under the investor Relations Section of our website brighthorizons.com. As a reminder to participants, any forward-looking statements made on this call, including those regarding future financial performance are subject to the Safe Harbor statement included in our earnings release. Forward-looking statements inherently involve risks and uncertainties that may cause actual operating and financial results to differ materially and they are described in detail in our 2018 Form 10-K. Any forward-looking statements speaks only as of the date on which it's made and we undertake no obligation to update any forward-looking statements. We also refer today to non-GAAP financial measures, which are detailed and reconciled to their GAAP counterparts in our earnings release, which is available under the IR section of our website. So, Stephen will now take us through review and update on the business. Stephen?

Thanks, Elizabeth, and thanks to all of you who have joined us this evening. As always, on today's call, I'll review our financial and operating results for this past quarter and update you on our growth plans and outlook for 2019. Elizabeth will then follow with a more detailed review of the numbers before we open it up to your questions. As we move to the second half of 2019, we continue to be very pleased with our strong and consistent performance. For the second quarter of this year, we are reporting top line growth of 8% to $528 million and adjusted EPS growth of 14% to $0.99 a share. In our full-service business, we added 12 locations, including client-sponsored centers for Mindbody, our sixth center for Penn State University and three lease consortium centers in the Greater Seattle area. In addition, we expanded our back-up care and ed advisory client portfolios with recent launches for Nestle, BJC Healthcare, Telecon and WeWork. Our cross-selling and cross promotion efforts also continued to yield good results this past quarter. A few examples of existing Bright Horizons' clients who added a second or third service this past quarter include Allstate, Freddie Mac, the University of Southern California and Vertex. As we've shared on prior calls, only about a quarter of our existing clients currently purchase more than one of our services. So, the addressable opportunity in this area is still significant. Tracking our solid top line growth, we also continue to deliver strong and consistent operating results across the business. In the second quarter, adjusted operating income grew 13% and expanded 70 basis points to 14.2% of revenue. In our full-service segment, we continue to leverage solid enrollment gains from both our mature centers and from our newer client and lease consortium centers…

Thank you, Stephen. So once again recapping the headlines for the quarter. Overall revenue was up 7.8% or $38 million in the quarter. The 6% growth in full-service center revenue, which was $24.5 million was driven by rate increases, enrollment gains and contributions from new centers, including about 1% from acquisitions. Also, foreign exchange rates created approximately 150 basis points of headwind to the full-service growth for the quarter. So, on a common currency basis, this segment expanded 7.5%. Our back-up operations also continue to perform well, generating 19% top line growth in the quarter. In addition to new clients who launched service, revenue expanded on contributions from My Family Care in the UK and on strong utilization from existing clients. Ed advisory services grew 16% on new client launches and on expanded use by existing base. In Q2 of 2019, gross profit increased $13.6 million to $140 million or 26.4% of revenue, and adjusted operating income increased to $75 million or 14.2% of revenue, which as Stephen mentioned is up 70 basis points from the second quarter of 2018. On a segment basis, our full-service adjusted operating income expanded 60 basis points to 11.8% on gains from enrollment growth in our mature and ramping centers, on the contributions from new and acquired centers and on tuition increases leveraging on our strong cost management. Our back-up operations generated operating income margins of 26.3% in the quarter on solid utilization levels and improving efficiency of service delivery. The addition of My Family Care to the back-up segment generated some headwind as we complete the integration and execute on the growth opportunity embedded therein and as we build scale in the UK back-up business. Interest expense of $12 million in Q2 of 2019 was down slightly over last year on lower average…

[Operator instructions] Your first question today comes from Andrew Steinerman from JP Morgan. Please go ahead.

Hi, Andrew, you mentioned a partnership with a German partner in child care. Tell us a little bit more about this partner and what you see in the German market that's similar or dissimilar to your current markets in terms of how child care is paid for? And is this back-up market as well?

Sure. Thank you, Andrew. So, as we mentioned, PME is going to be a partner and we have long admired the team at PME, as well as the extensive set of clients and services that they offer within the child care market. So, they operate a series of on-site centers for employers and at the same time, they also have a robust business directed at back-up care. And so, from our perspective, we look at it as a really great way to serve our U.S. and UK multinational clients in the German market and at the same time, extend the capabilities in that way. In addition to that, it is a wonderful way for us to get to understand and explore what is one of the largest economies in the world that does have a strong strategic focus, both from a governmental perspective, as well as from an employer perspective, in the area of child care. And as you know and others know, we are always looking at markets where there is some form of third-party support and Germany certainly qualifies both from the governmental support, as well as from employer support within the market. So, we really see it both from a full-service child care perspective to serve our clients here in the U.S. and the UK, in Germany, as well as an extension of the back-up services that we do in each of those two markets into Germany.

And Stephen, right now, the partnership, is there any direct monetary benefit from PME to Bright Horizons as you refer them work?

So, we do have a minority interest in the company, but it's a small state. I think that the value that we see is in the relationships and building both of knowledge of the market and capitalizing on these client arrangements in the near term, but it is early days and we will see how it unfolds.

Okay, thank you very much.

Thank you.

Your next question comes from George Tong with Goldman Sachs. Please go ahead.

Hi, thanks, good afternoon. You mentioned that 1 to 2% of your revenue growth in the quarter is coming from enrollment growth. Within this range, can you elaborate on how enrollment growth is trending; specifically, how enrollment growth is responding to your recent technology investments and the broader macro cycle?

So, I think that our view of both the current situation with enrollment in our mature, speaking about our mature class principally in that range is that it's a very good market. Right now, we have really consistent enrollment growth across the portfolio and feel like, they I think, the service delivery is certainly an element of that. And in our full-service centers, the primary technology investment that parents and sort of end-user experiences on the tools in the classroom, My Bright Day in particular, and the ability to continue to serve back-up care in our own full-service centers. So, we certainly are seeing some good traction there. But the 1 to 2% enrollment gain is we think a very strong indicator of good performance across the group.

Got it. That's helpful. You've recently made the decision to pair account managers with product specialists to drive a higher velocity of cross-selling. Can you expand on your progress there in the quarter? And how we may expect to see benefits from this in your growth rates?

Yes. So certainly, as you indicate, we continue to be very focused on cross-selling and we gave a few examples of some nice client wins who were investing and are investing in a second and a third service. Certainly, what we're seeing in the marketplace is that the trust and the quality of the services that we deliver really enable us to have our client partners feel the ease of moving into a second or third service. In terms of velocity, we really bake it in any overall view that we have for growth in general. And so, the way I would think about it is that we continue to see strong demand for our services from new prospects to the Bright Horizons family, as well as those who currently invest in a service. And we will continue to chip away at the client base and believe that will continue to be an important source of growth going forward.

That's helpful. Thank you.

Your next question comes from Manav Patnaik from Barclays. Please go ahead.

This is Ryan on for Manav. Just curious if you could walk through your thoughts on, I guess, a, why enter Germany? And I guess, more specifically, why now? And then just the thoughts on the partnership versus acquisition? And just, kind of, how you think about that with new market?

Yes, so we, look, we continue to scan the globe for countries that we think we can have an impact on and have some form of third-party support. And the other important ingredient and element in all of that strategy is finding like-minded partners. And so the answer to your question very directly around Germany is, we think that market represents a long-term possibility for us and believe that it has all of the trappings of a market that we think we can add value in and found a like-minded partner who was not interested at the current to become acquired, but rather interested in creating a partnership. We'll, through this partnership, get to know each other better but also it gives us an opportunity to learn the market even more closely.Germany represents a market that, while on the surface, has many of the right attributes and elements. It also has a relatively complex set of local approaches. So, within each of the states within Germany, they have different regulation and different funding and so I think this gives us a really unique window into how Germany operates and how the individual states operate. So, we think this is a great opportunity to do that with a high quality, well-understood player in that market.

Got it. And then, in some of your comments, you talked about investing especially in the tech side, is that incremental do you think to what you're already doing? Or do you think that's just kind of an ongoing investment that's already really in the run rate?

I think largely, Ryan, it's in the run rate, but we continue to grow and innovate. And I think that the technology solutions, when we have success with them, we want to be sure that we're not just capitalizing on the results of those investments themselves, but that we're continuing to innovate. So, at the largely in the run rate, but we'll see it track the rest of our growth and continue to modestly expand because it certainly is a way of the future. And we don't see it. We talked a couple of years ago about a stepped-up level of spending being an incremental headwind. We're not seeing that at this stage, but we want to be mindful to continue to invest and to invest appropriately to drive and support the results that we're projecting.

Got it. Thank you.

Yeah. Thank you.

Your next question comes from Gary Bisbee with Bank of America Merrill Lynch. Please go ahead.

Hey, good afternoon. A question that I probably asked you two years ago, but it feels like it's worth coming back to. How are you thinking about Brexit and any risks around the UK? There's been a lot more press lately about businesses shifting employees outside of UK I know Bank of America send them to Dublin and Paris, and I'm sure that's going on a lot of places. Do you have a sense if that's impacting the business? Have you heard any feedback from corporate customers? And how they are thinking about demand for the service? And just any updated thoughts.

Yes. I know it's a great question. So by and large, we continue to see strong opportunity in the UK and we continue to see nice enrollment, as well as nice client interest in our back-up and other services. I think the reality is that we do have some small pockets, individual centers, that we believe have some headwind as it relates to individuals that may have gotten transferred out or something that could be attributed to Brexit. But by and large, we still feel really good about what the opportunity looks like. I'll just highlight again that the majority of our portfolio is really concentrated in the southeast, so the greater London area. And in that area, there is still a supply demand imbalance as it relates to child care. And so, we continue to see good take for our services. And then, on the client-side in particular, we continue to see demand as it relates to our back-up services, in particular.

Okay. And just can you give us an update on where you are? I know there's the acquisition and whatnot, but where is the business? Is it right to think that the vast majority of back-up revenue is in the U.S.? And I guess, what's it going to take to drive the mix of your UK business toward what it is here?

Yes. So, it is definitely still the vast majority of our back-up revenue is here in the U.S. We have a nicely growing business in the UK, obviously, through the acquisition of My Family Care that was a nice step function up from where we were. And likewise, we see that leadership position and likewise the ability to continue to cross sell our U.S. multinational clients, as well as see increased interest in the category, with us again being the market leader, as a real positive step forward. So overall, we think that there is good opportunity in the UK It's in the really early innings as it relates to where we are in the development of the back-up client base in the UK, but all indications are that it should continue to grow nicely in that market.

And then, just one quick clean up one. I didn't hear anything about share repurchases. Did you do any in the quarter or not?

Minor.

Okay. All right. Thanks, guys.

[Operator instructions] Your next question comes from Jeff Meuler, Baird. Please go ahead.

Thank you. In terms of the better organic back-up care growth that you're experiencing, is it all being driven by the, I guess, targeted and personalized marketing campaigns driving more usage or the component where you're signing up new clients? Or some other factor, are those also accelerating for you?

Yes, so I think that certainly we are seeing a nice adoption of our service in the marketplace. So new sales and cross sells within the back-up line of service is certainly an important ingredient to that velocity. But as you rightly point out, the personalized marketing is working and we are certainly focused on making sure that we are driving additional registrations, as well as reservations through a more personalized approach. And then the third thing I would highlight is that we really have been making some nice improvements to create a much more seamless experience. And so, we are seeing nice adoption of both our web and mobile platforms that are also driving instant book, which allows the end-user to secure care instantly. And so, within that context, we are seeing people, individual users, have the ability to know that they have confirmed care. And therefore, one, feel more confident in our service; and then two, have fewer cancellations of care because they've gotten it instantaneously. So, I think it's a combination of those three elements that are really driving the nice success that we're seeing in our back-up line of service.

Okay. And then just so we can maybe think of long-term capital allocation options, roughly how big is PME in terms of number of centers? And is this family owned? Is it private equity-owned? Just anything you could help us with there.

Yes, so it's a family owned business. Their order magnitude $50 million of revenue, so it's a modest business, but long-established. So, it's been in operation for 25-plus years at this point. So, this is a, we characterize it as a modest investment and it is that. And so, I think from a capital allocation, it's not something that's absorbing much of our free cash flow.

Got it. And then just last on the new center capital, roughly what is the split between employer-sponsored and lease consortium?

So that is basically all lease consortium centers. We don't really put capital in our client-sponsored centers. So, the average range of investment for new centers, that we would be opening, is between 2.5 million to 3.5 million of capital. And we also to the extent that we have any preopening spend that would be captured there for the following year to open.

Thank you.

Thank you.

Your next question comes from Jeff Silber with BMO Capital Markets. Please go ahead.

Thanks so much, I wanted to ask about some of the labor issues going on. We see many states and municipalities raise minimum wage effective July 1. I know you pay more than minimum wage, but are you seeing that floor being lifted kind of pressuring wages? And is it getting more difficult to pass those through to your clients?

Yes, so I think the reality for us is that as you say, we are not a minimum wage payer per se, but certainly, as that floor increases, we are certainly responsive to the marketplace in making sure that we continue to lead the market as it relates to wages. That said, we have always been and continue to be very thoughtful and planful about the tuitions and still see a strong ability as we always have to continue to pass along those wage increases even in places where they may be larger than typical on to those tuitions. And so, we feel really good about our ability to continue to outpace the wage increases that we are paying by the tuition fee increases that we are passing along to families.

Okay. Great. And Elizabeth, I've got 1 for you. Is it possible to give us a little bit more color how you go to the 0.85, $0.87 adjusted EPS estimate for next quarter or the current quarter?

I'm not sure I understand what you mean by how we got there.

If you can give us some guidance on margins and some of the below line items if possible.

We don't typically allocate it out by line item like that. We do have a reconciliation to the GAAP guidance. It's in the earnings release. So, I think broad framing around the operating margin performance would be consistent with what we've seen in the first part of the year and I gave you guidance on interest and tax rate. So, I think they are pretty much in there.

Okay. Appreciate it. Thanks.

Thank you.

There are no further questions at this time. I'd now like to turn the floor back over to Elizabeth for closing comments.

All right. Thank you very much. We appreciate everyone joining on the call. Thank you for the thoughtful questions. And now wishing everyone a good evening. Take care.

See you down the road.