8.	ACQUISITIONS

2013 Acquisition of Kidsunlimited Group Limited

On April 10, 2013, the Company entered into a share purchase agreement with Lloyds Development Capital (Holdings) Limited and Kidsunlimited Group Limited pursuant to which it acquired 100% of kidsunlimited, an operator of 64 nurseries throughout the United Kingdom for an aggregate cash purchase price of $69.1 million, subject to certain adjustments. The purchase price was financed with available cash on hand. The Company has incurred acquisition costs of approximately $1.8 million through June 30, 2013, which are included in selling, general and administrative expenses.

The purchase price for this acquisition has been allocated based on preliminary estimates of the fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands):


Cash	$	4,888
Accounts receivable		1,809
Prepaids and other assets		2,509
Fixed assets		13,901
Intangible assets, primarily customer relationships		17,442
Goodwill		55,349

Total assets acquired		95,898
Accounts payable and accrued expenses		(9,450	)
Unfavorable leasehold interests		(1,759	)
Deferred revenue and parent deposits		(12,853	)
Deferred taxes		(2,735	)

Total liabilities assumed		(26,797	)

Purchase price	$	69,101

The allocation of the purchase price consideration was based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date) as the Company gathers additional information regarding the assets acquired and the liabilities assumed.

The Company recorded goodwill of $55.3 million, which will not be deductible for tax purposes. Goodwill related to this acquisition is reported within the full service center-based care segment.

Intangible assets of $17.4 million consist of customer relationships and trade names that will be amortized over approximately eight years. A deferred tax liability of $4.0 million was recorded related to the intangible assets for which the amortization is not deductible for tax purposes.

The operating results for this acquisition are included in the consolidated results of operations from the date of acquisition. The following pro forma summary presents consolidated information as if the acquisition had occurred on January 1, 2012 (in thousands):


	Pro forma (Unaudited)
	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Revenue	$	610,567		$	563,324
Net (loss) income attributable to Bright Horizons Family Solutions Inc.	$	(25,353	)	$	3,086

The acquired business contributed revenues of $16.6 million and net income of $0.7 million in the six months ended June 30, 2013.

2012 Acquisition of Huntyard Limited

In May 2012, the Company acquired the outstanding shares of Huntyard Limited, a company that operated 27 child care and early education centers in the United Kingdom under the name Casterbridge Early Care and Education, for cash consideration of $110.8 million. The Company also incurred acquisition costs of $0.5 million during the second and third quarters of 2012.

The purchase price for this acquisition has been allocated based on the estimated fair values of the acquired assets and assumed liabilities at the date of acquisition as follows (in thousands):


Cash	$	2,872
Accounts receivable		341
Prepaids and other current assets		2,880
Fixed assets		65,843
Intangible assets, primarily customer relationships		6,004
Goodwill		49,573

Total assets acquired		127,513
Accounts payable and accrued expenses		(7,520	)
Taxes payable		(656	)
Deferred revenue and parent deposits		(3,006	)
Deferred taxes		(5,570	)

Total liabilities assumed		(16,752	)

Purchase price	$	110,761

The Company recorded goodwill of $49.6 million, which will not be deductible for tax purposes. Goodwill related to this acquisition is reported within the full service center-based care segment.

Intangible assets of $6.0 million consist of customer relationships and trade names that will be amortized over five and seven years, respectively. A deferred tax liability of $1.5 million was recorded related to the intangible assets for which the amortization is not deductible for tax purposes.

During the second quarter of 2013, the Company obtained additional information to determine the fair values of certain assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2012 comparative information resulting in an increase in goodwill of $3.9 million with a corresponding increase to deferred tax liabilities. There were no changes to the previously reported consolidated statements of operations or statements of cash flows.

The operating results for this acquisition are included in the consolidated results of operations from the date of acquisition. If the acquisition had occurred on January 1, 2012, consolidated revenues and net income attributable to Bright Horizons Family Solutions Inc. for the six months ended June 30, 2012 would have been approximately $547.0 million and $3.2 million, respectively. The acquired business contributed revenues of $4.9 million and net income of $0.5 million in the six months ended June 30, 2012.