Greetings. Welcome to the Bright Horizons Family Solutions' Second Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to Michael Flanagan, Vice President of Investor Relations. Thank you, you may begin.

Thanks Sherry and welcome to Bright Horizons second quarter earnings call. Before we begin, please note that today’s call is being webcast and a recording will be available under the Investor Relations section of our website at brighthorizons.com. As a reminder to participants, any forward-looking statements made on this call, including those regarding future business, financial performance, and outlook are subject to Safe Harbor statement included in our earnings release. Forward-looking statements inherently involve risk and uncertainties that may cause actual operating and financial results to differ materially and should be considered in conjunction with the cautionary statements that are described in detail in our earnings release 2022, Form 10-K and other SEC filings. Any forward-looking statement speaks only as of the date on which it is 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 at investors.brighthorizon.com. Joining me on today's call is Chief Executive Officer, Stephen Kramer; and our Chief Financial Officer, Elizabeth Boland. Steve will start with reviewing our second quarter results and provide an update on the business. Elizabeth will follow with a more detailed review of the numbers before we open it up to your questions. With that, I'm going to turn the call over to Stephen.

Thanks Mike and welcome to everyone who has joined the call. I am really pleased with our performance in the second quarter. We delivered strong results with another 20%-plus year-over-year revenue growth quarter and solid adjusted earnings of $0.64 per share. Occupancy improved sequentially in Q2 and we realized year-over-year mid-single-digit enrollment growth. Back-up care delivered an outstanding growth quarter with use and users outpacing our expectations and with June posting the highest traditional network use month in our history. There is one area that continues to trail our plan for the year, our UK full service business, where persistent staffing and enrollment challenges remain a headwind to our overall earnings performance. Overall, our first half results position us well to continue to make good progress against our 2023 objectives. So, to get into some of the specifics. Revenue in the quarter increased 23% to $603 million with adjusted net income of $37 million and adjusted EPS of $0.64. In our full service child care segment, revenue increased 23% in the second quarter to $459 million. From a utilization standpoint, we made further progress across the center cohorts we have discussed over the last few quarters. Specifically in Q2, 43% of our centers were in the top cohort, defined as above 70% occupancy. Only 14% of our centers are under 40% occupancy in Q2, an improvement from the high teens in Q1. We are pleased with the continued enrollment gains and feel that we are well-positioned as we head into the typical seasonal summer enrollment dip. Beginning into a bit more detail, in centers that have been opened for more than one year, enrollment increased at a mid-single-digit rate in Q2, and occupancy averaged more than 60% for the quarter. In the US, year-over-year enrollment increased 10% in these life…

Thank you, Stephen, and hello, everybody, who's joined us today. To recap the second quarter, overall revenue increased 23% to $603 million. Adjusted operating income was 8% of revenue or $46 million, which is down $5 million from Q2 of 2022. While adjusted EBITDA was 14% of revenue or $82 million, roughly flat compared to the prior year. We added six new centers in the second quarter and closed 14, ending the quarter with 1,068 centers. . To break this down a bit further, full service revenue increased $87 million to $459 million in Q2 or 23% over the prior year, which is ahead of our expectations for an 18% to 22% increase. Net organic constant currency revenue grew approximately 12%, driven by an increased enrollment in pricing, while acquisitions added roughly 11% or $39 million to revenue in the quarter. With respect to foreign exchange, the year-over-year change in FX rates had a negligible impact on the quarter. Enrollment in our centers opened for more than one year, increased mid-single digits across the portfolio and occupancy levels in these centers ticked up sequentially, averaging in the range of 60% to 65% for Q2. As Stephen mentioned, US enrollment grew 10%, while enrollment in our UK and Netherlands centers increased 2% over the prior year. Adjusted operating income of $13 million in the full service segment contracted $9 million in Q2. The year-over-year decrease was driven by a $7 million reduction in support received from the ARPA government funding program over the prior year and the impact of the teacher compensation investments that we made in the fall of 2022, as well as the continued inefficient spend in the UK on labor and agency staffing. Partially offsetting these headwinds were contributions from the enrollment growth as well as tuition increases.…

Thank you. [Operator Instructions] Our first question is from George Tong with Goldman Sachs. Please proceed.

Hi, thanks. Good afternoon. You talked about seeing sequential occupancy improvement in the quarter. Can you talk about where occupancy rates ended in the quarter and what your latest expectations are for occupancy by the end of this year?

Sure. So in the quarter, we had an average about 60% to 65%, so picked up several percentage points from last quarter. We are at the highest seasonal point in the year for childcare. So we will go into a bit of a dip in the third quarter and then begin to bring it back in Q4. So we would expect that end the year at this point in the low 60s percent. So just a bit behind where we are now after dipping down into Q3.

Got it. That's helpful. And you talked about seeing the UK business trade a little bit below or behind expectations with staffing and enrollment challenges weighing on overall results. Can you talk a little bit about what -- when you might expect that to reverse and how overall performance outside of the UK, any other positives or negatives to call out?

Yes. So I think that the view on the UK is one of it being a more protracted challenging labor environment than we had anticipated earlier in the year and coming out of 2022, although it has been a challenging labor environment around the world. We've seen more improvement, more forward strides in the US and in the Netherlands and as well in Australia. So the performance outside the US and the other countries that we operate has been pretty steady. The recovery to pre-COVID levels isn't complete in the Netherlands and Australia. They are both still a few percentage points behind where their occupancy levels would have been pre-COVID, but they have held steadier through the pandemic than the rest of the business already. So that recovery is, Stephen, I think, referred to in the prepared remarks is a bit more muted because they are already at a higher starting place, but the performance there is solid. It's really the UK that is seeing this more profound cost implications that is not only affecting -- the labor cost structure, but it's also because of the labor supply and the challenges of having sufficient staff, we are somewhat constrained on enrollment as well. And to I think it's -- certainly, we're seeing it persist through the end of this year and the need to get through the fall and the fall enrollment cycle to have more color on that looking into 2024.

Got it. Thank you.

Thank you.

Our next question is from Andrew Steinerman with JPMorgan. Please proceed.

Hi, Elizabeth, just remind me, I thought previously the company talked about a 2023 guide for full service operating margins to be kind of low single-digits to high single-digits. And I did hear a comment today in that regard or that specific, has there been any change to your expectations in terms of full service operating margins? And if you can make a comment about third quarter full service operating margins as well, that would be helpful?

Sure. So the first part of that is right, Andrew. I just would refine it. We had talked about sort of low to mid-single digits for full service operating margins this year. This quarter, we are certainly in that range. And we would expect to see that taper back a little bit in the third quarter with the cyclical seasonality coming in and offset by a little bit of positiveness of our Australian operations, which is coming into its strong season, if you will. The one other headwind in Q3 is we will have ARPA sunsetting. The ARPA government funding program is sunsetting at the end of September. And so we had about $9 million of ARPA funding in Q2. We would expect that to be $5 million to $6 million in Q3 as it tapers off to be completed. So the puts and takes there is that it would still be in the low single digits, a little bit behind where we are this quarter and then ticking up a bit as we get into the fourth quarter a little closer to the -- between low single digits and mid-single digits. So I don't think we were ever in the high single digits.

Okay. Thanks Elizabeth.

Sure.

Our next question is from Jeff Meuler with Baird. Please proceed.

Yeah. Thank you. So what are you planning to change in the UK to the extent to which -- I get it's a tough environment, but to the extent to which there could be controllables that you could address with BFAM initiatives?

Sure, Jeff. Thank you. So as I outlined in the prepared remarks, clearly, there are actions that we have undertaken and continue to undertake. I'll highlight a few and go into a little bit of detail. We believe that growing our own talent is something that we are specifically well-suited to do in the UK. And so increasing the scale of our apprenticeship program is going to be an important element going forward. When we think about it, it's not just about enlarging the classes of apprenticeships, but we are also taking actions to make sure that we are supporting our working learners so that they can persist through the program, complete and do it in the most economical time possible. We are also looking beyond -- so we have a history of international recruitment in Spain. We are looking at expanding that program to additional countries so that we can expand the scope of that program so that we can be bringing in talent from overseas, if you will, for the UK. And then finally, like we did here in the US, we continue to look at ways that we can improve the candidate experience starting with the job seeker all the way through their onboarding. And so those are three examples of actions that we, at this point, have underway and are going to continue to push hard on.

Got it. And then in back-up care, you signed a lot of new clients through the pandemic. You added a lot of new services. You've had a couple of really strong growth quarters, and I feel like every quarter, your like quarter out guidance implies deceleration. Can you just -- what are the limiting factors on the growth in back-up care, or maybe talk about what kind of success are you having increasing use banks and care types among the clients that either signed up during the pandemic or prior to adding the new services?

Absolutely. So what we had talked about in Q1 when we outperformed was the possibility that, that was a pull-forward of use related to individuals that we're pulling forward their use and then ultimately, we then modulated out for the remainder of the year, thinking that they may ultimately at the individual level be out of uses. What we saw in Q2, very excitingly, was actually an expansion of the user base, which was really positive for us. Some of that is that maturation of some of the new clients that you referenced that we're able to garner in the pandemic period. But certainly, as we look at the first half of the year, we also need to be mindful of the fact that we were comping against the time in 2022 where COVID still existed in a more pronounced way. And so we had Omicron in the first quarter. We had, at least in our centers, we are still wearing masks into Q2. And so when we look at the use acceleration in the second half of the year of 2022, we now will be comping against that going into the second half, which is why, again, I think we're going to have a really strong performance year overall. But why we don't have expectations that are stronger on a growth rate basis in Q3 and Q4.

Got it. Helpful. Thank you.

Thank you.

Our next question is from Manav Patnaik with Barclays. Please proceed.

Thank you. Elizabeth, just like you did with the full service, could you just help us with the margin expectations if anything has changed for the full year for back-up and ed? And also for 3Q, what that might look like?

Sure. So as you saw this quarter, we were at about 23% for the quarter and use is in it strongest period Here, in Q3, we would expect it to be even higher than we saw in Q2. This is the key of the summertime. And so the margin, we would expect to tick up in Q3 to be more like 25% to 30% for the quarter. Overall for the year, it'd be more like 25% to 28%. So carrying some of that benefit through to Q4, but a little bit more like the normalized average by the end of the year. So back-up continues to deliver at that higher level. From a net buying standpoint, we would deliver 20% this quarter in EBIT margin. We'd expect that to be ticking up again, the EdAssist and College Coach businesses are both very much participate-driven businesses as the participation tends to pick up in the fall in the late summer and fall period. So we would expect those margins to tick back up to more like 25% to 30% as well.

Got it. Thank you. And I guess just in terms of the visibility for the fall, can you just talk about -- I apologize if I missed it, but what utilization assumption you have for 3Q and 4Q? Like how much enrollment visibility do you have now?

I'm sorry, I didn't quite -- how much utilization -- enrollment visibility, sorry. Yeah, so pretty -- we're in a stage where, of course, pre-schoolers, the least visibility we have as it relates to some of the changes that can happen in the older age groups and the timing of when not so much when a child is going in the elementary school may leave. We know what as they are when they go to elementary school, but some parents make decisions for four-year olds to get them in a program that's associated with their own interest school. So there can be some variability in that three and four-year old age group turning over, whereas, we typically see infants and toddlers continue to age up and persist through our program. So we have reasonable visibility into the fall at this point. So far in the summer, it's tracking to our plan. But there is that, there is a little bit of unknown in terms of who may be leaving in the month of August, September to associate with some of these telemetry school programs, as I say. But it's not quantifiable like we've got 80% in a loss and loaded backlog, but we have reasonable visibility with the infants and toddlers to comprise at this point, infants and toddlers are more than 50% of our overall enrollment base. So, pretty solid view there.

All right. Thank you.

Our next question is from Stephanie Moore with Jefferies. Please proceed.

Hi. Good afternoon. Thank you. I wanted to touch a little bit on tuition increases or just pricing. So first part of the question, I don't -- and maybe I just didn't hear it correctly. But in the UK, are you planning on any kind of tuition increases or anything like from that respect that might help with some of the enrollment in the labor environment kind of similar to what you implemented in the US? And then second part of the question on pricing. Maybe just talk a little bit if you're getting any pushback or how you view the tuition increases and how they have resonated here in the US? Thanks.

Yes. So I can start and Stephen can add color, Stephanie. But overall, the price increase decisions that we make, while they're local and can be vary on a particular market, on average, we did tuition increases this year from 6% to 7%, and that was also true in the UK. And as we look ahead to 2024, we would be certainly really making sure that we're comping to the market and staying both as competitive and recognizing what other choices parents may have in order to set price. But knowing that the inflationary environment is what it is, it's labor inflation, it's other cost inflation as well, we certainly want to be as assertive as possible on price while balancing that with getting the enrollment into the centers. We have found -- certainly this year, we have found parents to be generally quite understanding of price increases. They recognize the labor environment. They recognize the challenge of getting staff and keeping staff in centers. So I think it's been reasonably well absorbed, and that's part of the reason that we've taken a measured approach, not trying to recover all of the cost investment in one cycle, but looking at it over a couple of cycles and making sure that we are capturing as much of that marginal enrollment as possible, and we feel like it's bearing fruit. I think the market in the UK has other challenges that go beyond just tuition pricing and affordability is a challenge and one of the programs. One of the elements of the government in the UK has been looking at is revising the reimbursement rates, they support enrollment of three to five year olds. And more recently, they added two-year-olds to be covered by a certain number of hours of care per week. And so they have been looking at those reimbursement rates to try to right size them for the inflationary environment, but it still doesn't completely address the affordability issue. So prices are in consideration for sure.

Okay. No, that's helpful color. I appreciate it. And then maybe in the same line as just sticking in the UK. So kind of you called out affordability and pricing. Is there also a sense that maybe some of these centers are structurally disadvantaged post-COVID, or are you seeing anything else that might have to be evaluated probably more so in 2024 as we kind of continue to look at what has been kind of an underperformance for maybe a year or so? So, maybe just talk about some of those other factors?

Sure. So I think -- and I'll sort of elevate it to say this is how we think about it globally. And then obviously, it applies to the UK, which is we look at each center and sort of the sustainability and the viability of each center individually and uniquely. And so as we continue to look at the centers in the UK, in particular, we are trying to make a trade-off between the sight line to getting back to pre-COVID levels, both from an enrollment perspective, but also from a contribution perspective. At the same time, there are some that will be underperformers. But because of the life left on their lease, it can be more economical to continue to operate those centers because they actually lose less than the amount that their rent would be each year and so continuing to operate that makes a lot of sense. We haven't found landlords, and this is sort of categorical. We have not found landlords to be particularly open-minded as it relates to either taking back space and/or reducing rents in the current environment. Again, that may change. But at this point, they've been pretty stubborn about continuing to maintain the leases even in places that may have been dislocated. So, overall, we look at it on an individual case-by-case basis. And as Elizabeth outlined earlier, the reality is that we continue to see a reducing number of centers that are in our lowest cohort. And so we're encouraged categorically with the progress that we're able to make even in that lowest occupancy group.

All really helpful. Thank you so much.

Thank you.

Our next question is from Toni Kaplan with Morgan Stanley. Please proceed.

Thanks so much. I just really wanted to quickly clarify the 60% to 65% utilization. I know your preference that with centers open for a year or more. Is that comparable to the 55% to 60% that you gave last quarter and the metrics that you've been providing in the last number of quarters?

Yes, exactly. That's a comparative progression from the 55% to 60% last quarter.

Okay. Thanks. And then I wanted to ask just on the EPS guide, you talked about the UK challenges driving that EPS guide down. Is there anything outside of the UK that is causing you to lower the EPS guide? The margin has been maybe a little bit disappointing as well across other areas?

There's really very minor noise around the rest of the business. And so just -- there may be a little bit of softness on the ed advising, but that's really the only other thing. The rest of the business is performing pretty steady according to the plan and the initial outlook at the beginning of the year.

Okay. I did want to ask one last one on ed advisory. It seemed a little bit light this quarter and last quarter in terms of growth rate. The comps get a little bit tougher in the second half. And it seemed like the guidance that you gave on the call was maybe expecting some acceleration. So I just wanted to know if there's something that has been pressuring it in the first half that will reverse or that will drive the acceleration in the second half? Thank you.

Yes. So I think it's fair to say that we would have expected better results in this area. We have our own level of disappointment in this particular, given the opportunity that we see in front of us. I would say that, certainly, we have made and taken some actions to try and improve the performance in this area. We hired a new leader for this area. We have hired a new marketing leader in this area. And so our expectation is that we're going to have the ability to first make some short-term actions that are going to accelerate things in the second half of the year. And then in the longer term, we have a good expectation of how this business should and will perform.

Thank you.

Our next question is from Faiza Alwy with Deutsche Bank. Please proceed.

Yes, hi, thank you. So a few clarifying questions. One, just remind us how big the UK is? I think you disclosed how many centers are in the UK, but I'm curious from a revenue perspective, how much of a contribution the UK provides? And more importantly, give us a sense of what the margins were like in this business, pre-COVID and sort of where they are now and how they compare to the US?

Sure. So the UK business overall is around US$350 million in revenue. It has a component portion of the business that is a back-up like business, similar network to our backup business in the US, but so $320 million versus about $40 million is back-up. So the full service business is around $320 million. And that's associated with 280 centers across various portions of the UK. As it relates to that, the business performed similarly to the US pre-COVID considering a focus on the full service business. So within the sort of mid- to high single digits operating income on the revenue flow from there with, again, a small contribution from back-up then, which has been able to expand. At this point, where we're seeing the performance there, they're certainly well below that and have not been -- the full service business is not contributing. So it's behind that and has the runway to get back is based on getting this enrollment recovered.

Great. Thank you. And then just on back-up care, you've had really strong growth on the top line. But margins, I would think that margins should be stronger. So I'm curious, like is that just higher costs, or is there more to it? Like how should we think about long-term margins in this business?

Yes. So there's a number of considerations over the last couple of years that have made maybe a little bit less predictable or consistent from quarter-to-quarter as we've been coming out of the pandemic. They were relatively higher than average margins. Typically, we would expect the backup business to be performing in the 25% to 30% operating margin range. We have had as a result of relatively lower direct care service in 2020, 2021, we've actually had higher margin because of the lack of third-party provider fees that needed to be paid to deliver the service. And by that, I mean, the Bright Horizons network centers, our network partners, the Bright Horizons affiliation within home care givers. So there are more direct costs as we provide more use now. And so that, coupled with the -- essentially the technology backbone and the account management team that supports the more than 1,000 clients we have in backup is what drive the other investments that go into the business. And so during some quarters of the year, we'll be in this 20% to 25% range and another -- as we mentioned in this coming quarter, we would expect to be in the 25% to 30% range. So the drivers are around utilization, paying third-party providers and then ensuring that we're investing in the innovation to access customers to make the customer experience move and to ensure that we are matching care with the need. Q – Faiza Alwy: Great. Thank you so much.

[Operator Instructions] Our next question comes from Josh Chan with UBS. Please proceed.

Hi, guys. Thanks for taking my question. I was wondering, if you could talk about the performance of your lease consortium centers and if those are kind of stronger than the other centers, does that make you more inclined to open more the lease consortium centers as we go into the future? A – Elizabeth Boland: Yes. So our lease consortium centers structurally have the opportunity to be our highest-performing cohort. It's where we are taking risk on the site, and we have full control and responsibility for the P&L to control over tuitions and the decisions around staff rates, et cetera, as opposed to a cost-plus kind of an environment where the client is making more of those decisions, and we have more of a fixed fee that we earn. Our lease consortium centers are performing well. The enrollment levels are within -- there are a couple of points behind maybe, where our direct client centers are, but they are very proximate and recovering as consistently as we would expect them to in terms of overall enrollment. And so we would -- yes, expect -- we would be expecting to continue to open locations, where we see it undersupply. We see professionals, young families living and working. And so we're being certainly thoughtful over the next coming 12 to 24 months about where those commitments are undertaken given the dynamic environment that we're operating in, but we feel good about the model as it allows us to access markets that may otherwise be underserved.

Okay. That's great color. Thank you. And then I guess on the guidance for Q3, with the EPS being higher than Q2, is that primarily a function of the back-up care seasonality? I'm just kind of reconcile the trajectory going from Q2 to Q3. A – Elizabeth Boland: Yes. So certainly, the back-up performance is higher in Q3 versus Q2 by substantial measure -- the revenue is a lot higher and with margins, not only moving from this quarter to 25% to 30% in Q3, that's a lot of velocity, and that's the main reason for the move.

Okay. Perfect. Thank you for the color.

And our final question is from Jeff Silber with BMO Capital Markets. Please proceed.

Thanks. Excuse me. Thanks so much for squeezing me in. I apologize I came on late. I hope this question wasn't asked. I think you said you closed 14 centers in the quarter. That seems to be a little bit higher than normal. And I know it creeped up also a little bit last quarter. Can you give us a little bit more color where are those center closures? And are you being more aggressive in deciding when to close underperforming centers?

Yeah. So the center closings this quarter certainly -- there's a little bit of variety here, and to give you some color, Jeff. So probably overall, we closed 22 so far this year. But in the quarter, three of the centers were back-up centers. So we have operated a network of back-up centers and have found that the solution that works for more parents rather than having their children come to a smaller, say, downtown back-up site is to utilize either the Bright Horizons network at large or third-party providers are in home. So there's a couple of locations that really just have not come back for the pandemic, and we permanently closed those. So that's one element. There's a couple of centers that we had temporarily closed that we did ultimately say, to your point, we're just -- they're not going to reopen. We don't have a time line on this site. So there were a couple of more that came into that category. And there are a couple of client centers, they were government agencies actually that had never really recovered given where they're located in the D.C. area. That has been -- that not been a bounce-back market for us and others. And so that's probably the three, I call out, is notable.

And then I'm sorry, the second part of the question, just generally, are you being a bit more aggressive when you're deciding to close these centers? Am I reading too much into it?

Yeah. I would say you may be reading a little bit into it, Jeff. I would say that we continue to be really disciplined about our closures. And part of the decision, of course, becomes like it is in typical times that some of this is about when the lease end occurs. But I would say that in general, I think we've been pretty disciplined about closures. And so yes, this quarter had a few more than typical. On the other hand, I would say I wouldn't read anything into it in particular.

All right. Appreciate the color. Thanks so much.

Thank you.

Thank you.

Terrific. Well, thank you all very much for joining us this evening and look forward to seeing you out on the road this fall.

Thanks, everybody. Have a good night.

Thank you. This will conclude today's conference. You may disconnect at this time. Thank you for your participation.