~~As filed with the Securities and Exchange Commission on August 4, 2022~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________.

Commission file number: 1-12997


Maximus, Inc.
(Exact name of registrant as specified in its charter)

Virginia						54-1000588
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1600 Tysons Boulevard, McLean, Virginia						22102
(Address of principal executive offices)						(Zip Code)

(703) 251-8500
(Registrant's telephone number, including the area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

MMS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were ~~60,550,580~~60,783,621 shares of the registrant's Common Stock outstanding as of ~~August 1, 2022.~~July 31, 2023.

Table of Contents

Table of Contents to Third Quarter ~~2022~~2023 Form 10-Q


	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
Part I - Financial Information		4
Item 1.	Financial Statements	4
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Balance Sheets	6
	Consolidated Statements of Cash Flows	7
	Consolidated Statements of Changes in ~~Shareholders'~~Shareholders’ Equity	8
	Notes to ~~the~~ Consolidated Financial Statements	10
	1. Organization	10
	2. Significant Accounting Policies	10
	3. Business Segments	11
	4. Revenue Recognition	13
	5. Earnings Per Share	15
	6. ~~Business Combinations~~Debt and Derivatives	15
	7. ~~Debt~~Divestitures	1816
	8. Fair Value Measurements	2016
	9. Equity	2118
	10. ~~Cash and Cash Equivalents and Restricted Cash~~Other Balance Sheet Items	2218
	1 1 ~~. Accounts Receivable, Net~~11. Commitments and Contingencies	2219
	1 2 ~~. Property and Equipment, Net~~	22
	1 3 ~~. Commitments and Contingencies~~	22
	1 4 .12. Subsequent Event	2320
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2421
	Business Overview	2421
	Financial Overview	2522
	Results of Operations	2522
	Liquidity and Capital Resources	3127
	Critical Accounting Policies and Estimates	3230
	Non-GAAP and Other Measures	3230
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3432
Item 4.	Controls and Procedures	3432
Part II - Other Information		3533
Item 1.	Legal Proceedings	3533
Item 1A.	Risk Factors	3533
Item 2.	Unregistered Sales of Equity Securities	3533
Item 3.	Defaults Upon Senior Securities	3533
Item 4.	Mine Safety Disclosures	3533
Item 5.	Other Information	3533
Item 6.	Exhibits	3634
	Signatures	3735

Table of Contents

Unless otherwise specified, references in this Quarterly Report on Form 10-Q to "our," "we," "us," "Maximus," the "Company," and "our business" refer to Maximus, Inc. and its subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Included in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. ~~Forward-looking~~Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "opportunity," "could," "potential," "believe," "project," "estimate," "expect," "continue," "forecast," "strategy," "future," "likely," "may," "should," "will," and similar references to future periods.

Forward-looking statements that are not historical facts, including statements about our confidence, strategies and initiatives, and our expectations about revenues, results of operations, profitability, liquidity, market ~~demand,~~demand, the ~~impact~~residual impacts of the coronavirus ("COVID-19") global pandemic, and ~~related policy implications, and~~ our recent ~~acquisitions~~acquisitions, are forward-looking statements that are subject to risks and uncertainties. These risks could cause our actual results to differ materially from those indicated by such forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•a failure to meet performance requirements ~~in our contracts, which might~~could lead to penalties, liquidated damages, actual damages, adverse settlement agreements, and/or contract ~~termination and actual or liquidated damages;~~termination;

•our failure to successfully bid for and accurately price contracts to generate our desired profit;

•the effects of future legislative or government budgetary and spending changes;

•the impact of the Biden Administration on federal procurement, federal funding to states' safety-net programs, and the overall decision-making process related to our industry, including our business and customers;

•our ability to manage our growth, including acquired businesses;

•difficulties in integrating or achieving projected revenues, earnings, and other benefits associated with acquired businesses;

•the outcome of reviews or audits, which might result in financial penalties and impair our ability to respond to invitations for new work;

•our ability to manage capital investments and startup costs incurred before receiving related contract payments;

•our ability to manage our debt;

•the extent and impact of the continuation of the global pandemic and the actions taken or to be taken by us, our customers, and the governments or jurisdictions in which we operate in response to COVID-19, including the U.S. federal government's ongoing Public Health Emergency declaration;

•our ability to maintain technology systems and otherwise protect confidential or protected information;

•our discovery of additional information related to the previously disclosed cybersecurity incident and any potential legal, business, reputational, or financial consequences resulting from the incident;

•our ability to attract and retain executive officers, senior managers, and other qualified personnel to execute our business;

•the ability of government customers to terminate contracts on short notice, with or without cause;

•our ability to maintain relationships with key government entities from whom a substantial portion of our revenue is derived;

•a failure to comply with laws governing our business, which might result in the Company being subject to fines, penalties, suspension, debarment, and other sanctions;

•the costs and outcome of litigation;

•the effects of changes in laws and regulations governing our business, including tax laws and applicable interpretations and guidance thereunder, or changes in accounting policies, rules, methodologies, and practices, and our ability to estimate the impact of such changes;

•matters related to ~~business~~businesses we disposed of or divested; and

•other factors set forth in Item 1A, "Risk Factors" of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November ~~18, 2021.~~22, 2022.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Table of Contents

PART I - Financial Information

Item 1. Financial Statements

Maximus, Inc.

Consolidated Statements of Operations

(Unaudited)


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
		(in thousands, except per share amounts)									(in thousands, except per share amounts)
Revenue	Revenue	$	1,125,785	$	1,243,520	$	3,453,987	$	3,148,354	Revenue	$	1,188,677	$	1,125,785	$	3,644,775	$	3,453,987
Cost of revenue	Cost of revenue	915,564		951,664		2,787,160		2,419,785		Cost of revenue	924,313		915,564		2,907,061		2,787,160
Gross profit	Gross profit	210,221		291,856		666,827		728,569		Gross profit	264,364		210,221		737,714		666,827
Selling, general, and administrative expenses	Selling, general, and administrative expenses	132,974		140,129		387,502		364,498		Selling, general, and administrative expenses	182,545		132,974		471,445		387,502
Amortization of intangible assets	Amortization of intangible assets	22,690		12,132		67,951		23,718		Amortization of intangible assets	23,431		22,690		70,599		67,951
Operating income	Operating income	54,557		139,595		211,374		340,353		Operating income	58,388		54,557		195,670		211,374
Interest expense	Interest expense	(10,791)		(3,087)		(29,867)		(4,049)		Interest expense	21,026		10,791		63,631		29,867
Other expense, net		(2,497)		(8,289)		(2,093)		(9,584)
Other expense/(income), net										Other expense/(income), net	1,005		2,497		(79)		2,093
Income before income taxes	Income before income taxes	41,269		128,219		179,414		326,720		Income before income taxes	36,357		41,269		132,118		179,414
Provision for income taxes	Provision for income taxes	9,934		33,724		44,653		87,534		Provision for income taxes	5,494		9,934		29,472		44,653
Net income	Net income	$	31,335	$	94,495	$	134,761	$	239,186	Net income	$	30,863	$	31,335	$	102,646	$	134,761

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.51	$	1.52	$	2.17	$	3.86	Basic	$	0.50	$	0.51	$	1.68	$	2.17
Diluted	Diluted	$	0.51	$	1.51	$	2.17	$	3.84	Diluted	$	0.50	$	0.51	$	1.67	$	2.17
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	61,607		62,064		62,038		62,028		Basic	61,141		61,607		61,125		62,038
Diluted	Diluted	61,756		62,453		62,190		62,300		Diluted	61,544		61,756		61,368		62,190

Dividends declared per share	Dividends declared per share	$	0.28	$	0.28	$	0.84	$	0.84	Dividends declared per share	$	0.28	$	0.28	$	0.84	$	0.84

See accompanying notes to ~~unaudited~~ consolidated financial statements.

Table of Contents

Maximus, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
		(in thousands)									(in thousands)
Net income	Net income	$	31,335	$	94,495	$	134,761	$	239,186	Net income	$	30,863	$	31,335	$	102,646	$	134,761
Other comprehensive income, net of tax:
Other comprehensive income/(loss), net of tax:										Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	(8,935)		(24)		(8,499)		7,669		Foreign currency translation adjustments	1,946		(8,935)		10,947		(8,499)
Net gains/(losses) on cash flow hedge, net of tax effect of $1,085, $(379), $5,857 and $(379), respectively		3,042		(1,062)		16,416		(1,062)
Other comprehensive income		(5,893)		(1,086)		7,917		6,607
Net (losses)/gains on cash flow hedge, net of tax effect of $2,513, $1,085, $(466), and $5,857, respectively										Net (losses)/gains on cash flow hedge, net of tax effect of $2,513, $1,085, $(466), and $5,857, respectively	7,046		3,042		(1,297)		16,416
Other comprehensive income/(loss)										Other comprehensive income/(loss)	8,992		(5,893)		9,650		7,917
Comprehensive income	Comprehensive income	$	25,442	$	93,409	$	142,678	$	245,793	Comprehensive income	$	39,855	$	25,442	$	112,296	$	142,678

See accompanying notes to ~~unaudited~~ consolidated financial statements.

Table of Contents

Maximus, Inc.

Consolidated Balance Sheets

June 30, 2022 September 30, 2021
(unaudited)
(in thousands)
Assets:
Cash and cash equivalents $ 93,748 $ 135,061
Accounts receivable, net 868,010 834,819
Income taxes receivable 15,608 5,413
Prepaid expenses and other current assets 94,218 104,201
Total current assets 1,071,584 1,079,494
Property and equipment, net 55,908 62,627
Capitalized software, net 48,478 42,868
Operating lease right-of-use assets 143,545 179,349
Goodwill 1,783,870 1,774,406
Intangible assets, net 829,179 879,168
Deferred contract costs, net 43,723 36,486
Deferred compensation plan assets 38,729 46,738
Deferred income taxes 4,776 990
Other assets 38,131 16,839
Total assets $ 4,057,923 $ 4,118,965
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued liabilities $ 259,016 $ 305,565
Accrued compensation and benefits 182,434 186,809
Deferred revenue, current portion 106,797 98,588
Income taxes payable 4,071 6,782
Long-term debt, current portion 59,698 80,555
Operating lease liabilities, current portion 67,680 76,077
Other current liabilities 50,510 35,057
Total current liabilities 730,206 789,433
Deferred revenue, non-current portion 23,518 35,932
Deferred income taxes 196,691 194,638
Long-term debt, non-current portion 1,423,276 1,429,137
Deferred compensation plan liabilities, non-current portion 39,006 47,405
Operating lease liabilities, non-current portion 93,035 121,771
Other liabilities 30,629 20,320
Total liabilities 2,536,361 2,638,636
Commitments and contingencies (Note 13) 0 0
Shareholders' equity:
Common stock, no par value; 100,000 shares authorized; 60,904 and 61,954 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively (shares in thousands) 557,656 532,411
Accumulated other comprehensive loss (31,991) (39,908)
Retained earnings 995,897 987,826
Total shareholders' equity 1,521,562 1,480,329
Total liabilities and shareholders' equity $ 4,057,923 $ 4,118,965
(in thousands)


	June 30, 2023		September 30, 2022
	(unaudited)

Assets:
Cash and cash equivalents	$	35,007	$	40,658
Accounts receivable, net	798,509		807,110
Income taxes receivable	34,435		2,158
Prepaid expenses and other current assets	128,085		182,387
Total current assets	996,036		1,032,313
Property and equipment, net	44,808		52,258
Capitalized software, net	88,007		58,740
Operating lease right-of-use assets	160,563		132,885
Goodwill	1,780,884		1,779,415
Intangible assets, net	727,956		804,904
Deferred contract costs, net	45,928		47,732
Deferred compensation plan assets	44,412		37,050
Deferred income taxes	5,771		4,970
Other assets	48,819		42,447
Total assets	$	3,943,184	$	3,992,714
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	283,686	$	264,553
Accrued compensation and benefits	140,007		178,199
Deferred revenue, current portion	64,822		87,146
Income taxes payable	70		718
Long-term debt, current portion	86,901		63,458
Operating lease liabilities, current portion	53,385		63,999
Other current liabilities	54,430		116,374
Total current liabilities	683,301		774,447
Deferred revenue, non-current portion	14,860		21,414
Deferred income taxes	207,145		206,099
Long-term debt, non-current portion	1,223,133		1,292,483
Deferred compensation plan liabilities, non-current portion	47,363		40,210
Operating lease liabilities, non-current portion	120,766		86,175
Other liabilities	13,763		22,515
Total liabilities	2,310,331		2,443,343
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, no par value; 100,000 shares authorized; 60,784 and 60,774 shares issued and outstanding as of June 30, 2023, and September 30, 2022, respectively	581,338		557,978
Accumulated other comprehensive loss	(24,311)		(33,961)
Retained earnings	1,075,826		1,025,354
Total shareholders' equity	1,632,853		1,549,371
Total liabilities and shareholders' equity	$	3,943,184	$	3,992,714

See accompanying notes to ~~unaudited~~ consolidated financial statements.

Table of Contents

Maximus, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


		For the Nine Months Ended					For the Nine Months Ended
		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022
		(in thousands)					(in thousands)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	134,761	$	239,186	Net income	$	102,646	$	134,761
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization of property, equipment and capitalized software		29,875		33,664
Adjustments to reconcile net income to cash flows from operations:						Adjustments to reconcile net income to cash flows from operations:
Depreciation and amortization of property, equipment, and capitalized software						Depreciation and amortization of property, equipment, and capitalized software	37,092		29,875
Amortization of intangible assets	Amortization of intangible assets	67,951		23,718		Amortization of intangible assets	70,599		67,951
Amortization of debt issuance costs and debt discount	Amortization of debt issuance costs and debt discount	1,946		—		Amortization of debt issuance costs and debt discount	2,236		1,946
Costs related to debt financing		—		8,509

Deferred income taxes	Deferred income taxes	(7,179)		3,632		Deferred income taxes	2,375		(7,179)
Stock compensation expense	Stock compensation expense	22,080		20,823		Stock compensation expense	22,239		22,080
Change in assets and liabilities, net of effects of business combinations:
Loss on sale of businesses						Loss on sale of businesses	883		—
Change in assets and liabilities, net of effects of business combinations and disposals:						Change in assets and liabilities, net of effects of business combinations and disposals:
Accounts receivable	Accounts receivable	(39,997)		(254,304)		Accounts receivable	7,675		(39,997)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	9,454		7,542		Prepaid expenses and other current assets	21,101		9,454
Deferred contract costs	Deferred contract costs	(7,702)		(15,773)		Deferred contract costs	2,245		(7,702)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(42,577)		116,873		Accounts payable and accrued liabilities	16,915		(42,577)
Accrued compensation and benefits	Accrued compensation and benefits	13,846		34,387		Accrued compensation and benefits	(31,612)		13,846
Deferred revenue	Deferred revenue	342		23,624		Deferred revenue	(31,747)		342
Income taxes	Income taxes	(12,822)		15,165		Income taxes	(33,186)		(12,822)
Operating lease right-of-use assets and liabilities	Operating lease right-of-use assets and liabilities	(1,330)		1,077		Operating lease right-of-use assets and liabilities	(3,742)		(1,330)

Other assets and liabilities	Other assets and liabilities	1,128		(11,464)		Other assets and liabilities	(15,968)		1,128
Net cash provided by operating activities	Net cash provided by operating activities	169,776		246,659		Net cash provided by operating activities	169,751		169,776
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property and equipment and capitalized software	Purchases of property and equipment and capitalized software	(35,936)		(32,133)		Purchases of property and equipment and capitalized software	(58,863)		(35,936)
Acquisitions of businesses, net of cash acquired	Acquisitions of businesses, net of cash acquired	(14,144)		(1,779,473)		Acquisitions of businesses, net of cash acquired	—		(14,144)
Other		2,000		—

Proceeds from sale of businesses						Proceeds from sale of businesses	9,124		—
Proceeds from sale of land and building						Proceeds from sale of land and building	—		2,000
Net cash used in investing activities	Net cash used in investing activities	(48,080)		(1,811,606)		Net cash used in investing activities	(49,739)		(48,080)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Cash dividends paid to Maximus shareholders	Cash dividends paid to Maximus shareholders	(51,762)		(51,625)		Cash dividends paid to Maximus shareholders	(51,053)		(51,762)
Purchases of Maximus common stock	Purchases of Maximus common stock	(73,864)		(3,363)		Purchases of Maximus common stock	—		(73,864)
Tax withholding related to RSU vesting	Tax withholding related to RSU vesting	(9,673)		(9,818)		Tax withholding related to RSU vesting	(8,475)		(9,673)
Payments for debt financing		—		(22,759)
Payments for contingent consideration						Payments for contingent consideration	(6,662)		—

Proceeds from borrowings	Proceeds from borrowings	415,000		2,285,000		Proceeds from borrowings	682,398		415,000
Principal payments for debt	Principal payments for debt	(442,973)		(607,880)		Principal payments for debt	(730,514)		(442,973)
Other		—		(2,763)
Net cash (used in)/provided by financing activities		(163,272)		1,586,792
Restricted cash movements						Restricted cash movements	(54,543)		—
Net cash used in financing activities						Net cash used in financing activities	(168,849)		(163,272)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(4,369)		2,830		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	3,735		(4,369)
Net change in cash, cash equivalents, and restricted cash	Net change in cash, cash equivalents, and restricted cash	(45,945)		24,675		Net change in cash, cash equivalents, and restricted cash	(45,102)		(45,945)
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	156,570		88,561		Cash, cash equivalents and restricted cash, beginning of period	136,795		156,570
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	110,625	$	113,236	Cash, cash equivalents and restricted cash, end of period	$	91,693	$	110,625

See accompanying notes to ~~unaudited~~ consolidated financial statements.

Table of Contents

Maximus, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)

Common Stock Accumulated
Other
Comprehensive
Loss Retained
Earnings Total
Equity
Shares Amount
(in thousands)
Balance at September 30, 2021 61,954 $ 532,411 $ (39,908) $ 987,826 $ 1,480,329
Net income — — — 53,330 53,330
Foreign currency translation — — 459 — 459
Cash flow hedge, net of tax — — 2,685 — 2,685
Cash dividends — — — (17,347) (17,347)
Dividends on RSUs — 272 — (272) —
Purchases of Maximus common stock (18) — — (1,379) (1,379)
Stock compensation expense — 8,248 — — 8,248
Tax withholding adjustment related to RSU vesting — 2,101 — — 2,101
Balance as of December 31, 2021 61,936 $ 543,032 $ (36,764) $ 1,022,158 $ 1,528,426
Net income — — — 50,096 50,096
Foreign currency translation — — (23) — (23)
Cash flow hedge, net of tax — — 10,689 — 10,689
Cash dividends — — — (17,312) (17,312)
Dividends on RSUs — 392 — (392) —
Purchases of Maximus common stock (330) — — (24,464) (24,464)
Stock compensation expense — 6,804 — — 6,804
RSUs vested 4 — — — —
Balance as of March 31, 2022 61,610 $ 550,228 $ (26,098) $ 1,030,086 $ 1,554,216
Net income — — — 31,335 31,335
Foreign currency translation — — (8,935) — (8,935)
Cash flow hedge, net of tax — — 3,042 — 3,042
Cash dividends — — — (17,103) (17,103)
Dividends on RSUs — 400 — (400) —
Purchases of Maximus common stock (706) — — (48,021) (48,021)
Stock compensation expense — 7,028 — — 7,028
Balance as of June 30, 2022 60,904 $ 557,656 $ (31,991) $ 995,897 $ 1,521,562


	Common Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Equity
	Shares	Amount
	(in thousands)
Balance at September 30, 2022	60,774	$	557,978	$	(33,961)	$	1,025,354	$	1,549,371
Net income	—	—		—		39,995		39,995
Foreign currency translation	—	—		8,036		—		8,036
Cash flow hedge, net of tax	—	—		(3,781)		—		(3,781)
Cash dividends	—	—		—		(17,017)		(17,017)
Dividends on RSUs	—	298		—		(298)		—

Stock compensation expense	—	4,403		—		—		4,403

Balance as of December 31, 2022	60,774	$	562,679	$	(29,706)	$	1,048,034	$	1,581,007
Net income	—	—		—		31,788		31,788
Foreign currency translation	—	—		965		—		965
Cash flow hedge, net of tax	—	—		(4,562)		—		(4,562)
Cash dividends	—	—		—		(17,016)		(17,016)
Dividends on RSUs	—	413		—		(413)		—

Stock compensation expense	—	9,540		—		—		9,540

RSUs vested	10	—		—		—		—
Balance as of March 31, 2023	60,784	$	572,632	$	(33,303)	$	1,062,393	$	1,601,722
Net income	—	—		—		30,863		30,863
Foreign currency translation	—	—		1,946		—		1,946
Cash flow hedge, net of tax	—	—		7,046		—		7,046
Cash dividends	—	—		—		(17,020)		(17,020)
Dividends on RSUs	—	410		—		(410)		—

Stock compensation expense	—	8,296		—		—		8,296
Balance as of June 30, 2023	60,784	$	581,338	$	(24,311)	$	1,075,826	$	1,632,853

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Maximus, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)

Common Stock Accumulated
Other
Comprehensive
Loss Retained
Earnings Total
Equity
Shares Amount
(in thousands)
Balance at September 30, 2020 61,504 $ 513,959 $ (42,638) $ 770,498 $ 1,241,819
Net income — — — 64,077 64,077
Foreign currency translation — — 6,923 — 6,923
Cash dividends — — — (17,207) (17,207)
Dividends on RSUs — 336 — (336) —
Purchases of Maximus common stock (52) — — (3,363) (3,363)
Stock compensation expense — 6,062 — — 6,062
Balance as of December 31, 2020 61,452 $ 520,357 $ (35,715) $ 813,669 $ 1,298,311
Net income — — — 80,614 80,614
Foreign currency translation — — 770 — 770
Cash dividends — — — (17,207) (17,207)
Dividends on RSUs — 431 — (431) —
Stock compensation expense — 7,417 — — 7,417
RSUs vested 20 — — — —
Balance as of March 31, 2021 61,472 $ 528,205 $ (34,945) $ 876,645 $ 1,369,905
Net income — — — 94,495 94,495
Foreign currency translation — — (24) — (24)
Cash flow hedge, net of income tax — — (1,062) — (1,062)
Cash dividends — — — (17,211) (17,211)
Dividends on RSUs — 441 — (441) —
Stock compensation expense — 7,344 — — 7,344
Balance as of June 30, 2021 61,472 $ 535,990 $ (36,031) $ 953,488 $ 1,453,447


	Common Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Equity
	Shares	Amount
	(in thousands)
Balance at September 30, 2021	61,954	$	532,411	$	(39,908)	$	987,826	$	1,480,329
Net income	—	—		—		53,330		53,330
Foreign currency translation	—	—		459		—		459
Cash flow hedge, net of tax	—	—		2,685		—		2,685
Cash dividends	—	—		—		(17,347)		(17,347)
Dividends on RSUs	—	272		—		(272)		—
Purchases of Maximus common stock	(18)	—		—		(1,379)		(1,379)
Stock compensation expense	—	8,248		—		—		8,248
Tax withholding adjustment related to RSU vesting	—	2,101		—		—		2,101
Balance as of December 31, 2021	61,936	$	543,032	$	(36,764)	$	1,022,158	$	1,528,426
Net income	—	—		—		50,096		50,096
Foreign currency translation	—	—		(23)		—		(23)
Cash flow hedge, net of tax	—	—		10,689		—		10,689
Cash dividends	—	—		—		(17,312)		(17,312)
Dividends on RSUs	—	392		—		(392)		—
Purchases of Maximus common stock	(330)	—		—		(24,464)		(24,464)
Stock compensation expense	—	6,804		—		—		6,804

RSUs vested	4	—		—		—		—
Balance as of March 31, 2022	61,610	$	550,228	$	(26,098)	$	1,030,086	$	1,554,216
Net income	—	—		—		31,335		31,335
Foreign currency translation	—	—		(8,935)		—		(8,935)
Cash flow hedge, net of tax	—	—		3,042		—		3,042
Cash dividends	—	—		—		(17,103)		(17,103)
Dividends on RSUs	—	400		—		(400)		—
Purchases of Maximus common stock	(706)	—		—		(48,021)		(48,021)
Stock compensation expense	—	7,028		—		—		7,028
Balance as of June 30, 2022	60,904	$	557,656	$	(31,991)	$	995,897	$	1,521,562

See accompanying notes to ~~unaudited~~ consolidated financial statements.

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Maximus, Inc.

Notes to the ~~Unaudited~~ Consolidated Financial Statements

1. ORGANIZATION

Maximus, a Virginia corporation established in 1975, is a leading operator of government health and human services programs and provider of ~~government services worldwide.~~technology solutions to governments. Under our mission of ~~moving people forward,~~Moving People Forward, we offer industry-leading expertise, including citizen engagement, eligibility and program integrity, ~~and~~independent clinical assessments, case management, and technology modernization services to enable citizens around the globe to successfully engage with their governments at all levels. ~~We assist governments to support families, strengthen workforces and streamline their services.~~ We are a proud partner to government agencies in the United States, Australia, Canada, Italy, Saudi Arabia, Singapore, South Korea, ~~Sweden,~~United Arab Emirates, and the United Kingdom.

2. SIGNIFICANT ACCOUNTING POLICIES

~~(a)~~Basis of Presentation

The accompanying consolidated financial statements, including the notes, include the accounts of the Company and its wholly-owned subsidiaries ~~over which the Company has a controlling financial interest,~~ and have been prepared in accordance with accounting principles generally accepted in the United States or ("U.S. ~~GAAP,~~GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ~~or SEC.~~("SEC"). All intercompany balances and transactions have been eliminated in consolidation.

~~(b)~~Basis of Presentation for Interim Periods

Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. We believe that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly our financial position and the results of operations and cash flows for the periods presented.

The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for the year or future periods. The financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended September 30, ~~2021~~2022 included in our Annual Report on Form 10-K for the fiscal year then ended (the ~~"2021~~"2022 10-K"). We have continued to follow the accounting policies set forth in those financial statements.

~~(c)~~Use of Estimates

The preparation of these financial statements, in conformity with U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenue and expenses. At each reporting period end, we make estimates, including those related to revenue recognition and cost estimation on certain contracts, the realizability of goodwill, and amounts related to income taxes, certain accrued liabilities, and contingencies and litigation.

~~We base our estimates on historical experience and expectations~~In May 2021, we acquired VES Group, Inc. As part of the ~~future~~acquisition, we allocated a valuation of $27 million to certain technology assets used by the business, which we elected to amortize over twelve years, which was our best estimate of asset life at that time. In fiscal year 2023, we ~~believe~~have taken the opportunity to ~~be reasonable. The continued uncertainty related to~~improve our technology portfolio, including the ~~economic and political effects~~development of technology, which will eventually replace much of the ~~COVID-19 global pandemic reduce~~acquired technology. Accordingly, we have revised the asset life on the existing technology assuming the assets will cease being used by September 2026. This change in estimated useful life will result in additional annual amortization expense of $3.8 million per year. In the three and nine months ended June 30, 2023, this change reduced our ~~ability to use past results to~~diluted earnings per share by approximately $0.01 and $0.03, respectively.

In June 2023, we recorded an expense of $22.1 million for our best estimate ~~future performance. Accordingly, our estimates~~of the investigation and remediation costs of a cybersecurity incident, reducing diluted earnings per share by approximately $0.26 for the three and nine months ended June 30, 2023, respectively. The estimated impact and expense is based on information currently available and the actual impact and expense may be ~~subject to~~ greater ~~volatility~~ than ~~has been the case in the past.~~our estimates.

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3. BUSINESS SEGMENTS

We conduct our operations through 3three business segments: U.S. Federal Services, U.S. ~~Federal~~ Services, and Outside the U.S.

U.S. Federal Services

Our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. federal government agencies better deliver on their mission, including program operations and management, clinical services, and technology solutions. This also includes appeals and assessments services, system and application development, IT modernization, and maintenance services. The segment also contains certain state-based assessments and appeals work that is part of the segment's heritage which continues to be managed within this segment. Under Technology Consulting Services, the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions through Veterans Evaluation Services (VES), a Maximus company, which manages the clinical evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs.

U.S. Services

Our U.S. Services Segment provides a variety of business process services ("BPS"), such as program administration, ~~appeals and~~ assessments, and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the Affordable Care Act ("ACA"), Medicaid, the Children's Health Insurance Program ("CHIP"), Temporary Assistance to Needy Families ("TANF"), and child support programs. ~~Addressing~~Over the last three years, many programs in this segment have been operating with depressed margins resulting from the pause in Medicaid redeterminations. The depressed margins have resulted from reduced operating leverage in the segment as costs cannot scale down at the same rate to meet lower demand due to requirement to fulfill other obligations on these contracts. With the resumption of redeterminations, we expect a full period of volumes coming back into these programs and which enables our operating leverage to recover. A temporary offset to the depressed margins from paused redeterminations was the government's COVID-19 response efforts in prior fiscal years. The segment supported contact tracing, disease investigation, and vaccine distribution support services which concluded in fiscal year 2022. The segment also successfully expanded into the unemployment insurance market where longer term opportunities have materialized. As part of the broader strategy to evolve clinically and address societal macro trends such as aging populations and rising costs, the segment continues to execute on its clinical evolution strategy by expanding its clinical offerings. This includes assessments to determine whether personal care services are medically necessary and public health offerings such as contact tracing, disease investigation, and vaccine distribution support services as part of the governments' COVID-19 response efforts.

~~U.S. Federal Services~~

From technology solutions to program administration and operations, our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. federal government agencies better deliver on their mission. This also includes appeals and assessments services, system and application development, IT modernization, and maintenance services. The segment also contains certain state-based assessments and appeals work that is part of the segment's heritage within the Medicare Appeals portfolio which continues to be managed within this segment. Benefiting from the Maximus Federal Consulting (formerly Attain Federal) platform, the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions with the acquisition of VES Group, Inc., which manages the clinical evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs. The segment further supports clinical offerings in public health with new work supporting the U.S. federal government's COVID-19 response efforts. This included expanded work with the Centers for Disease Control and Prevention ("CDC") for their helpline and increased support for the IRS Wage and Investment Division's response efforts to general inquiries regarding the Coronavirus Aid Relief & Economic Security ("CARES") Act and Economic Impact Payment Service Plan.in in-person assessments.

Outside the U.S.

Our Outside the U.S. Segment provides BPS for international governments and commercial clients, transforming the lives of people around the world. Helping people find employment, access vital support, and remain healthy, these services include health and disability assessments, program administration for employment services, wellbeing solutions, and other job ~~seeker related~~seeker-related services. We support programs and deliver services in the U.K., including the Health Assessment Advisory Service ("HAAS") and the recently awarded replacement contract to start in 2024, Functional Assessment Services (“FAS”), and Restart; Australia, including Workforce Australia and the Disability Employment Service; Canada, including ~~Health Insurance British Columbia and~~ the Employment Program of British Columbia; in addition to Italy, Saudi Arabia, Singapore, South Korea, and ~~Sweden,~~UAE where we predominantly provide employment support and job seeker services.

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Table 3: Results of Operation by Business Segment	Table 3: Results of Operation by Business Segment													Table 3: Results of Operation by Business Segment
		For the Three Months Ended						For the Nine Months Ended							For the Three Months Ended								For the Nine Months Ended
		June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021				June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
		Amount		% (1)	Amount		% (1)	Amount		% (1)	Amount		% (1)		Amount		% (1)		Amount		% (1)		Amount		% (1)		Amount		% (1)
		(dollars in thousands)													(dollars in thousands)
Revenue:	Revenue:													Revenue:
U.S. Federal Services														U.S. Federal Services	$	583,960			$	525,519			$	1,786,202			$	1,680,678
U.S. Services	U.S. Services	$	399,320		$	436,338		$	1,183,814		$	1,269,487		U.S. Services	449,061				399,320				1,338,242				1,183,814
U.S. Federal Services		525,519			617,601			1,680,678			1,352,982
Outside the U.S.	Outside the U.S.	200,946			189,581			589,495			525,885			Outside the U.S.	155,656				200,946				520,331				589,495
Revenue	Revenue	$	1,125,785		$	1,243,520		$	3,453,987		$	3,148,354		Revenue	$	1,188,677			$	1,125,785			$	3,644,775			$	3,453,987
Gross profit:	Gross profit:													Gross profit:
U.S. Federal Services														U.S. Federal Services	$	156,945	26.9	%	$	124,203	23.6	%	$	402,513	22.5	%	$	365,932	21.8	%
U.S. Services	U.S. Services	$	74,135	18.6 %	$	104,814	24.0 %	$	248,805	21.0 %	$	323,256	25.5 %	U.S. Services	98,538		21.9	%	74,135		18.6	%	268,152		20.0	%	248,805		21.0	%
U.S. Federal Services		124,203		23.6 %	155,776		25.2 %	365,932		21.8 %	312,405		23.1 %
Outside the U.S.	Outside the U.S.	11,883		5.9 %	31,266		16.5 %	52,090		8.8 %	92,908		17.7 %	Outside the U.S.	8,881		5.7	%	11,883		5.9	%	67,049		12.9	%	52,090		8.8	%
Gross profit	Gross profit	$	210,221	18.7 %	$	291,856	23.5 %	$	666,827	19.3 %	$	728,569	23.1 %	Gross profit	$	264,364	22.2	%	$	210,221	18.7	%	$	737,714	20.2	%	$	666,827	19.3	%
Selling, general, and administrative expenses:	Selling, general, and administrative expenses:													Selling, general, and administrative expenses:
U.S. Federal Services														U.S. Federal Services	$	82,892	14.2	%	$	69,466	13.2	%	$	229,591	12.9	%	$	203,340	12.1	%
U.S. Services	U.S. Services	$	42,351	10.6 %	$	42,606	9.8 %	$	115,726	9.8 %	$	116,655	9.2 %	U.S. Services	51,536		11.5	%	42,351		10.6	%	140,793		10.5	%	115,726		9.8	%
U.S. Federal Services		69,466		13.2 %	69,647		11.3 %	203,340		12.1 %	172,877		12.8 %
Outside the U.S.	Outside the U.S.	23,101		11.5 %	22,973		12.1 %	68,452		11.6 %	65,018		12.4 %	Outside the U.S.	24,122		15.5	%	23,101		11.5	%	75,936		14.6	%	68,452		11.6	%
Other (2)		(1,944)		NM	4,903		NM	(16)		NM	9,948		NM

Loss on sale of businesses (2)														Loss on sale of businesses (2)	—		NM		—		NM		883		NM		—		NM
Other (3)														Other (3)	23,995		NM		(1,944)		NM		24,242		NM		(16)		NM
Selling, general, and administrative expenses	Selling, general, and administrative expenses	$	132,974	11.8 %	$	140,129	11.3 %	$	387,502	11.2 %	$	364,498	11.6 %	Selling, general, and administrative expenses	$	182,545	15.4	%	$	132,974	11.8	%	$	471,445	12.9	%	$	387,502	11.2	%
Operating income/(loss):	Operating income/(loss):													Operating income/(loss):
U.S. Federal Services														U.S. Federal Services	$	74,053	12.7	%	$	54,737	10.4	%	$	172,922	9.7	%	$	162,592	9.7	%
U.S. Services	U.S. Services	$	31,784	8.0 %	$	62,208	14.3 %	$	133,079	11.2 %	$	206,601	16.3 %	U.S. Services	47,002		10.5	%	31,784		8.0	%	127,359		9.5	%	133,079		11.2	%
U.S. Federal Services		54,737		10.4 %	86,129		13.9 %	162,592		9.7 %	139,528		10.3 %
Outside the U.S.	Outside the U.S.	(11,218)		(5.6) %	8,293		4.4 %	(16,362)		(2.8) %	27,890		5.3 %	Outside the U.S.	(15,241)		(9.8)	%	(11,218)		(5.6)	%	(8,887)		(1.7)	%	(16,362)		(2.8)	%
Amortization of intangible assets	Amortization of intangible assets	(22,690)		NM	(12,132)		NM	(67,951)		NM	(23,718)		NM	Amortization of intangible assets	(23,431)		NM		(22,690)		NM		(70,599)		NM		(67,951)		NM
Other (2)		1,944		NM	(4,903)		NM	16		NM	(9,948)		NM

Loss on sale of businesses (2)														Loss on sale of businesses (2)	—		NM		—		NM		(883)		NM		—		NM
Other (3)														Other (3)	(23,995)		NM		1,944		NM		(24,242)		NM		16		NM
Operating income	Operating income	$	54,557	4.8 %	$	139,595	11.2 %	$	211,374	6.1 %	$	340,353	10.8 %	Operating income	$	58,388	4.9	%	$	54,557	4.8	%	$	195,670	5.4	%	$	211,374	6.1	%

(1)Percentage of respective segment revenue. Percentages not considered meaningful are marked "NM."

(2)During the second quarter of fiscal year 2023, we sold a small commercial practice in the United Kingdom and our employment operations business in Sweden, both subsidiaries within our Outside the U.S. Segment, resulting in a loss. Refer to "Note 7. Divestitures" for more details.

(3)Other ~~selling, general,~~includes credits and ~~administrative expenses includes~~ costs that are not allocated to a particular segment. ~~This includes legal expenses and settlements and expenses incurred as part of our acquisitions, as well as potential acquisitions which have not been or may not be completed. Our results for~~In the three and nine months ended June 30, ~~2022 included a $2.3~~2023, these charges include $22.1 million ~~credit~~ related to ~~changes in acquisition~~the costs of a previously disclosed cybersecurity incident. Other charges include those related ~~contingent consideration. See "Note 6. Business Combinations" for more information.~~to acquisitions.

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4. REVENUE RECOGNITION

~~The Company recognizes~~We recognize revenue as, or when, we satisfy performance obligations under a contract. The majority of our contracts have performance obligations ~~which~~that are satisfied over time. In most cases, we view our performance obligations as promises to transfer a series of distinct services to our customers that are substantially the same and which have the same pattern of service. We recognize revenue over the performance period as a customer receives the benefits of our services.

Disaggregation of Revenue

In addition to our segment reporting, we disaggregate our revenues by contract type and customer ~~type, and geography.~~type. Our operating segments represent the manner in which our Chief Executive Officer reviews our financial results, which is further discussed in "Note 3. Business Segments."


Table 4.1: Revenue by Contract Type	Table 4.1: Revenue by Contract Type													Table 4.1: Revenue by Contract Type
		For the Three Months Ended						For the Nine Months Ended
		June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021				For the Three Months Ended								For the Nine Months Ended
		Amount		%	Amount		%	Amount		%	Amount		%		June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
		(dollars in thousands)													(dollars in thousands)
Performance-based	Performance-based	$	520,202	46.2 %	$	389,800	31.3 %	$	1,527,368	44.2 %	$	1,033,509	32.8 %	Performance-based	$	617,800	52.0	%	$	520,202	46.2	%	$	1,761,764	48.3	%	$	1,527,368	44.2	%
Cost-plus	Cost-plus	282,578		25.1 %	282,808		22.7 %	945,482		27.4 %	953,373		30.3 %	Cost-plus	281,014		23.6	%	282,578		25.1	%	940,509		25.8	%	945,482		27.4	%
Fixed price	Fixed price	160,219		14.2 %	146,175		11.8 %	470,591		13.6 %	413,296		13.1 %	Fixed price	171,809		14.5	%	160,219		14.2	%	527,556		14.5	%	470,591		13.6	%
Time and materials	Time and materials	162,786		14.5 %	424,737		34.2 %	510,546		14.8 %	748,176		23.8 %	Time and materials	118,054		9.9	%	162,786		14.5	%	414,946		11.4	%	510,546		14.8	%
Total revenue	Total revenue	$	1,125,785		$	1,243,520		$	3,453,987		$	3,148,354		Total revenue	$	1,188,677			$	1,125,785			$	3,644,775			$	3,453,987

Table 4.2: Revenue by Customer Type
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Amount % Amount % Amount % Amount %
(dollars in thousands)
U.S. state government agencies $ 401,042 35.7 % $ 431,987 34.7 % $ 1,183,876 34.3 % $ 1,265,798 40.2 %
U.S. federal government agencies 507,047 45.0 % 594,771 47.8 % 1,624,848 47.0 % 1,288,213 40.9 %
International government agencies 191,753 17.0 % 180,049 14.5 % 557,928 16.2 % 499,091 15.9 %
Other, including local municipalities and commercial customers 25,943 2.3 % 36,713 3.0 % 87,335 2.5 % 95,252 3.0 %
Total revenue $ 1,125,785 $ 1,243,520 $ 3,453,987 $ 3,148,354

Table 4.3: Revenue by Geography
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Amount % Amount % Amount % Amount %
(dollars in thousands)
United States $ 924,839 82.2 % $ 1,053,940 84.8 % $ 2,864,492 83.0 % $ 2,622,469 83.3 %
United Kingdom 109,776 9.7 % 74,109 6.0 % 303,481 8.8 % 211,777 6.7 %
Australia 43,594 3.9 % 65,283 5.2 % 143,078 4.1 % 192,161 6.1 %
Rest of world 47,576 4.2 % 50,188 4.0 % 142,936 4.1 % 121,947 3.9 %
Total revenue $ 1,125,785 $ 1,243,520 $ 3,453,987 $ 3,148,354

~~Table of Contents~~


Table 4.2: Revenue by Customer Type
	For the Three Months Ended								For the Nine Months Ended
	June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
	(dollars in thousands)
U.S. federal government agencies	$	568,924	47.9	%	$	507,047	45.0	%	$	1,742,739	47.8	%	$	1,624,848	47.0	%
U.S. state government agencies	445,855		37.5	%	401,042		35.7	%	1,329,766		36.5	%	1,183,876		34.3	%
International government agencies	148,742		12.5	%	191,753		17.0	%	491,861		13.5	%	557,928		16.2	%
Other, including local municipalities and commercial customers	25,156		2.1	%	25,943		2.3	%	80,409		2.2	%	87,335		2.5	%
Total revenue	$	1,188,677			$	1,125,785			$	3,644,775			$	3,453,987

Contract balances

Differences in timing between revenue recognition and cash collection result in contract assets and contract liabilities. We classify these assets as accounts receivable — billed and billable and unbilled receivables; the liabilities are classified as deferred revenue.

In many contracts, we bill our customers on a monthly basis shortly after the month end for work performed in that ~~month. These~~month and such balances are considered collectible and are included within accounts receivable, ~~— billed and billable.~~net.

Exceptions to this pattern will arise for various reasons, including those listed below.

•Under cost-plus contracts, we are typically required to estimate a contract's share of our general and administrative expenses. This share is based upon estimates of total costs, which may vary over time. We typically invoice our customers at an agreed provisional billing rate which may differ from actual rates incurred. If our actual rates are higher than the provisional billing rates, an asset is recorded for this variance; if the provisional billing rates are higher than our actual rates, we record a liability.

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•Certain contracts include retainage balances, whereby revenue is earned, but some portion of cash payments are held back by the customer for a period of time, typically to allow the customer to confirm the objective criteria laid out by the contract have been met. This balance is classified as accounts receivable —- unbilled until restrictions on billing are lifted. As of June 30, ~~2022,~~2023 and September 30, ~~2021, $12.2~~2022, $13.7 million and ~~$10.4~~$13.1 million, respectively, of our unbilled receivables related to amounts pursuant to contractual retainage provisions.

•In certain contracts, we may receive funds from our customers prior to performing operations. These funds are typically referred to as "set-up costs" and reflect the need for us to make investments in infrastructure prior to providing a service. This investment in infrastructure is not a performance obligation ~~which~~that is distinct from the service that is subsequently provided and, as a result, revenue is not recognized based upon the establishment of this infrastructure, but rather over the course of the contractual relationship. The funds are initially recorded as deferred revenue and recognized over the term of the contract. Other contracts may not include set-up fees but will provide higher fees in earlier periods of the contract. The premium on these fees is deferred.

•Some of our contracts, notably our employment services contracts in the Outside the U.S. Segment, include payments for desired outcomes, such as job placement and job retention, and these outcome payments occur over several months. We are required to estimate these outcome fees ahead of their realization and recognize this estimated fee over the period of delivery.

During the three and nine months ended June 30, 2023, we recognized revenue of $13.9 million and $75.3 million, respectively, included in our deferred revenue balances at September 30, 2022. During the three and nine months ended June 30, 2022, we recognized revenue of $23.7 million and $85.5 million, respectively, that was included in our deferred revenue balances as of September 30, 2021. During the three and nine months ended June 30, 2021, we recognized revenue of $7.5 million and $36.7 million, respectively, that was included in our deferred revenue balances at September 30, ~~2020.~~2021.

Contract estimates

We are required to use estimates in recognizing revenue from some of our contracts. As discussed in "Note 2. Significant Accounting Policies," the calculation of these estimates has been complicated by the COVID-19 pandemic, which has reduced our ability to use past results to estimate future performance.

~~Some~~Some of our performance-based contract revenue is recognized based upon future ~~outcomes~~milestones defined in each contract. This is the case in many of our employment services contracts in the Outside the U.S. Segment, where we are paid as individuals attain employment ~~goals,~~milestones, which may take many months to achieve. We recognize revenue ~~on these contracts~~ over the period of performance. Our estimates vary from contract to contract but may include ~~estimates of~~ the number of participants within a portfolio reaching employment milestones and the ~~length~~service delivery periods for participants reaching the employment milestone.

We estimate the total variable fees we will receive using the expected value method. We recognize the fees over the expected period of performance. At each reporting period, we update our estimates of the ~~contract, and~~variable fees to represent the ~~participants reaching employment milestones.~~circumstances present at the end of the reporting period. We are required to ~~estimate these outcome fees ahead of their collection and recognize this estimated fee over the period of delivery. Changes to~~constrain our estimates ~~are recognized~~to the extent that it is probable that there will not be a significant reversal of cumulative revenue when the uncertainty is resolved. We do not have a history of significant constraints on ~~a cumulative catch-up basis.~~these contracts.

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Table 4.4: Effect of Changes in Contract Estimates
Table 4.3: Effect of Changes in Contract Estimates										Table 4.3: Effect of Changes in Contract Estimates
		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
		(in thousands, except per share data)									(in thousands, except per share data)
Benefit to/(reduction of) revenue recognized due to changes in contract estimates	Benefit to/(reduction of) revenue recognized due to changes in contract estimates	$	(959)	$	1,800	$	(5,174)	$	17,800	Benefit to/(reduction of) revenue recognized due to changes in contract estimates	$	(2,134)	$	(959)	$	(8,272)	$	(5,174)
Benefit to/(reduction of) diluted earnings per share recognized due to changes in contract estimates	Benefit to/(reduction of) diluted earnings per share recognized due to changes in contract estimates	$	(0.01)	$	0.03	$	(0.06)	$	0.20	Benefit to/(reduction of) diluted earnings per share recognized due to changes in contract estimates	$	(0.03)	$	(0.01)	$	(0.09)	$	(0.06)

Remaining performance obligations

As of June 30, ~~2022,~~2023, we had approximately ~~$550~~$350 million of remaining performance obligations. We anticipate that we will recognize revenue on approximately ~~45%~~65% of this balance within the next 12 months. This balance excludes contracts with an original duration of 12twelve months or less, including contracts with a penalty-free termination for convenience clause, and any variable consideration which is allocated entirely to future performance obligations, including variable transaction fees or fees tied directly to costs incurred.

~~5. EARNINGS PER SHARE~~

Table 5: Weighted Average Number of Shares - Earnings Per Share
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(in thousands)
Basic weighted average shares outstanding 61,607 62,064 62,038 62,028
Dilutive effect of unvested RSUs and PSUs 149 389 152 272
Denominator for diluted earnings per share 61,756 62,453 62,190 62,300
Unvested anti-dilutive stock units excluded from the dilutive effect 418 73 178 171

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~~6. BUSINESS COMBINATIONS~~5. EARNINGS PER SHARE

~~VES Group, Inc. (VES)~~


Table 5: Weighted Average Number of Shares - Earnings Per Share
	For the Three Months Ended		For the Nine Months Ended
	June 30, 2023	June 30, 2022	June 30, 2023	June 30, 2022
	(in thousands)
Basic weighted average shares outstanding	61,141	61,607	61,125	62,038
Dilutive effect of unvested RSUs and PSUs	403	149	243	152
Denominator for diluted earnings per share	61,544	61,756	61,368	62,190

~~On May 28, 2021, the Company acquired 100% of VES~~The diluted earnings per share calculation for a purchase price of $1.37 billion (the "VES Acquisition"). VES was integrated into our U.S. Federal Services Segment. The VES Acquisition supports our ongoing strategic priority of expansion into the U.S. Federal market and accelerates our clinical evolution to meet long-term demand for BPS with a clinical dimension. We have completed our valuation of all acquired assets and liabilities assumed.

Table 6.1: VES Valuation
Allocation of Assets and Liabilities as of September 30, 2021 Adjustments Allocation of Assets and Liabilities as of June 30, 2022
(in thousands)
Consideration paid:
Cash consideration, net of cash acquired $ 1,364,866 $ 5,765 $ 1,370,631
Assets acquired:
Accounts receivable - billed, billable and unbilled $ 44,078 $ — $ 44,078
Prepaid expenses and other current assets 7,955 — 7,955
Property and equipment, net 9,113 (1,092) 8,021
Operating lease right-of-use assets 18,898 — 18,898
Intangible assets 664,000 �� 664,000
Other assets 7,166 — 7,166
Total identifiable assets acquired 751,210 (1,092) 750,118
Liabilities assumed:
Accounts payable and accrued compensation 42,182 1,804 43,986
Operating lease liabilities 18,898 — 18,898
Income taxes payable, current 5,673 — 5,673
Deferred income taxes 171,497 (474) 171,023
Other long-term liabilities 12,270 — 12,270
Total identifiable liabilities assumed 250,520 1,330 251,850
Net identifiable assets acquired 500,690 (2,422) 498,268
Goodwill 864,176 8,187 872,363
Net assets acquired $ 1,364,866 $ 5,765 $ 1,370,631

~~Goodwill represents the value of the assembled workforce and the enhanced knowledge, capabilities, and qualifications held by the business. This goodwill balance is not deductible for tax purposes.~~

Our evaluation of the intangible assets acquired with VES identified 3 assets. The assets were valued using methods which required a number of estimates and, accordingly, they are considered Level 3 measurements within the Accounting Standard Codification No. 820 (ASC 820) fair value methodology.

•Customer relationships represent the value of the existing contractual relationships with the U.S. federal government. These were valued using the excess earnings method, which required us to utilize estimated future revenues and earnings from contracts and an appropriate rate of return.

•VES maintains a provider network of third-party providers that assist in the performance of their clinical services. This network was valued using the cost method and income approach, which included both the cost of recreating such a network and the profits foregone during the time which would be required to recreate the network and an appropriate rate of return.

•VES maintained proprietary technology which interacted with U.S. federal government systems, facilitated the transmission of examination data, and supported the performance of the contracts. We valued the technology using a relief-from-royalty method, which required us to estimate future revenues and an arm's length royalty rate that a third-party provider might use to supply this service and an appropriate rate of return.

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~~Table 6.2: VES Intangible Asset Values and Useful Lives~~
	~~Estimated Straight-Line Useful Life~~	~~Estimated Fair Value~~
		~~(in thousands)~~
~~Customer contracts and relationships~~	~~12 years~~	$	~~580,000~~
~~Provider network~~	~~12 years~~	~~57,000~~
~~Technology-based intangible assets~~	~~12 years~~	~~27,000~~
~~Total intangible assets~~		$	~~664,000~~

In connection with certain liabilities acquired in the VES acquisition, we established a liability of $12.0 million for a billing dispute between VES and its customer relating to prior year billings. Our exposure was partially offset by an indemnification asset of $6.0 million. During the first nine months of fiscal year 2022, we paid the liability and recovered the indemnification asset. At acquisition, we established a tax liability of $12.3 million for uncertain tax positions within VES, partially offset by another indemnification asset of $7.2 million.

~~Connect Assist Holdings Limited ("Connect Assist")~~

On September 14, 2021, we acquired 100% of the share capital of Connect Assist for an estimated purchase price of $19.4 million (£14.4 million British Pounds). We acquired this business to improve our contact center services and qualifications within the United Kingdom. The business was integrated into our Outside the U.S. Segment. We completed our assessment of all acquired assets and liabilities assumed, with the exception of tax balances. We recorded estimated goodwill and intangible assets of $11.3 million and $7.7 million, respectively, related to the acquisition.

~~Aidvantage~~

On October 6, 2021, we completed the acquisition of the student loan servicing business from Navient, rebranded as Aidvantage. The purchase price consideration is contingent upon future volumes, with a maximum payment of $65.0 million. The final payment is uncertain as there are a number of potential outcomes. We estimated the fair value of this liability, based upon a probability weighted assessment of the potential outcomes, of $18.5 million. We update this liability each quarter as changes are made to our estimate of fair value. These changes are recorded through our statement of operations. If our obligation is less than anticipated, this will result in a benefit to our earnings. The obligation may be higher, either because the number of student loans we are servicing increases or if the contractual relationship we have acquired is extended beyond its current anticipated end date of December 31, 2023. In that instance, we would record an expense to earnings which we would anticipate being offset by additional benefits from the contract. However, the timing of the adjustment to the obligation and the anticipated financial benefits would be unlikely to be consistent. We recorded a single intangible asset related to the customer contract and relationship of $16.7 million, which we are amortizing over 27 months. The goodwill balance, representing the difference between the assets acquired and the estimated obligation, represents the assembled workforce, as well as the knowledge base acquired. We completed our assessment of all acquired assets and liabilities assumed. This business is a part of our U.S. Federal Services Segment and supplements our existing portfolio of services to the U.S. Department of Education.

~~During~~ the three ~~months ended June 30, 2022, we reported $47.5 million~~ and ~~$8.8 million of revenue and gross profit, respectively, from Aidvantage. During the~~ nine months ended June 30, ~~2022, we reported $129.2 million~~2023 excludes approximately 98,000 and $7.5 million of revenue and gross profit, respectively, from Aidvantage. Since acquisition, we have adjusted the fair value of the liability each quarter to reflect the passage of time. During the third quarter of fiscal year 2022, we recorded a benefit of $2.3 million related to the decline in our anticipated obligation to the sellers; this was recorded in our selling, general and administrative expenses. At June 30, 2022, our contingent consideration liability is $16.4 million.

~~BZ Bodies Limited ("BZB")~~

On January 31, 2022, we acquired 100% of the share capital of BZB for an estimated purchase price of $2.9 million (£2.2 million British Pounds), which includes an estimate of contingent consideration payable upon future performance. BZB provides weight management services for adults, children and vulnerable groups in the United Kingdom. We acquired this business to complement our services within the United Kingdom. The business was integrated into our Outside the U.S. Segment. We are still in the process of finalizing the allocation of assets acquired and liabilities assumed. We recorded estimated goodwill and intangible assets of $1.5 million and $1.3 million, respectively, related to the acquisition. During105,000 unvested anti-dilutive restricted stock units, respectively. For the three and nine months ended June 30, 2022, ~~we reported revenue of $1.6 million~~approximately 418,000 and ~~$2.7 million and gross profit of $0.7 million and $1.3 million, respectively,~~178,000 unvested anti-dilutive restricted stock units were excluded from ~~BZB.~~the diluted earnings per share calculation, respectively.

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~~Stirling Institute of Australia Pty Ltd ("Stirling")~~6. DEBT AND DERIVATIVES

On June 1, 2022, we acquired 100% of the share capital of Stirling for an estimated purchase price of $4.2 million (A$5.8 million Australian Dollars). Stirling provides vocational training to Australians seeking to improve their knowledge and qualifications. We acquired this business to complement our existing employment services. The business was integrated into our Outside the U.S. Segment. We are in the process of finalizing the allocation of assets acquired and liabilities assumed. We recorded estimated goodwill and intangible assets of $2.2 million and $1.9 million, respectively, related to the acquisition. During the three and nine months ended June 30, 2022, we reported revenue of $0.3 million and gross profit of $0.2 million, respectively, from Stirling.


Table 6.1: Details of Debt
	June 30, 2023		September 30, 2022
	(in thousands)
Term Loan A, due 2026	$	930,000	$	971,250
Term Loan B, due 2028	345,850		395,000
Revolver	39,000		—
Subsidiary loan agreements	3,321		64
Funded Debt	1,318,171		1,366,314
Less: Unamortized debt-issuance costs and discounts	(8,137)		(10,373)
Total debt	1,310,034		1,355,941
Less: Current portion of long-term debt	(86,901)		(63,458)
Long-term debt	$	1,223,133	$	1,292,483

~~7. DEBT~~

Table 7.1: Details of Debt
June 30, 2022 September 30, 2021
(in thousands)
Term Loan A, due 2026 $ 1,045,000 $ 1,086,250
Term Loan B, due 2028 396,000 399,000
Subsidiary loan agreements 3,645 38,281
Revolver 50,000 —
Total debt principal 1,494,645 1,523,531
Less: Unamortized debt-issuance costs and discounts (11,671) (13,839)
Total debt 1,482,974 1,509,692
Less: Current portion of long-term debt (59,698) (80,555)
Long-term debt $ 1,423,276 $ 1,429,137

~~On May 28, 2021, we~~We entered into a credit agreement with JPMorgan Chase Bank, N.A.~~, as Administrative Agent ("Credit Agreement"), which replaced our existing revolving credit facility. The Credit Agreement provided for the following three components.~~

•~~$1.10 billion term loan facility ("~~ in May 2021 comprised of Term Loan ~~A") which matures on May 28, 2026;~~

•~~$400.0 million term loan facility ("~~A, Term Loan ~~B") which matures May 28, 2028;~~B, and

•~~$600.0~~ a $600.0 million revolving credit facility ("Revolver") ~~which matures May 28, 2026. As of June 30, 2022, we had $50.0 million outstanding balance on the Revolver.~~

The interest rates applicable to loans under the Credit Agreement are floating rates based upon the London Interbank Offered Rate ("LIBOR") plus a margin. Term Loan A and the Revolver margins are dependent upon our leverage ratio. At the execution of the Credit Agreement, the interest rates were based upon LIBOR plus 1.75% during. During the first quarter of ~~2022, which was reduced to LIBOR plus 1.50% as~~fiscal year 2023, we converted our ~~total leverage ratio declined to below 2.50:1.00. As of June 30, 2022, the net total leverage ratio was 2.90:1.00, which we anticipate will result in an~~ interest rate ~~of LIBOR plus 1.75%.~~

~~Term Loan B is set~~index from the London Interbank Overnight Rate ("LIBOR") to ~~LIBOR plus 2.00% subject to a LIBOR floor of 0.50%.~~

~~LIBOR is anticipated to be phased out over~~ the next 18 months, and alternative benchmark rates have been identified in this agreement. This is our only significant arrangement that utilizes LIBOR. As of June 30, 2022, the annual effective interest rate, including original issue discount and amortization of debt issuance costs, was 3.4%Secured Overnight Financing Rate ("SOFR").

The Credit Agreement ~~is available for general corporate purposes, including the funding of working capital, capital expenditures, and possible future acquisitions. In addition to borrowings, it allows~~requires us ~~to continue to issue letters of credit when necessary.~~

~~Under the terms of the Credit Agreement, we are required~~ to comply with ~~certain~~a number of covenants, ~~the terms of which are customary~~including leverage and ~~include a net total leverage ratio and a net~~ interest coverage ratio. The net total leverage ratio is calculated as total outstanding debt less the lower of (a) unrestricted cash or (b) $75.0 million divided by adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"). With certain exceptions, the covenant requires the net total leverage ratio, as defined by the Credit Agreement to be less than 4.00:1.00, calculated over the previous twelve months. The net interest coverage ratio is calculated as EBITDA divided by interest expense, over the previous 12 months. The covenant requires a net interest coverage ratio of 3.00:1.00 or greater. As ofratios. At June 30, ~~2022, as defined by the Credit Agreement,~~2023, we ~~calculated a net total leverage ratio of 2.90:1.00 and net interest coverage ratio of 12.0. We were~~are in

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compliance with all ~~applicable covenants under the Credit Agreement as of June 30, 2022, and September 30, 2021.~~covenants. We do not believe that the covenants represent a significant restriction toon our ability to successfully operate the business or to pay ~~our~~ dividends.

~~Costs incurred in establishing the Credit Agreement have been reported as a reduction to the gross debt balance and will be amortized over the respective lives of the arrangements.~~ In addition to the corporate Credit Agreement, we hold smaller credit facilities in Australia, Canada, and the United Kingdom. These allow our businesses to borrow funds to meet any short-term working capital needs.

The following table sets forth future minimum principal payments due under our debt obligations as of June 30, 2023 for the remainder of fiscal year 2023 through fiscal year 2027 and thereafter:

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Table ~~7.2:~~6.2: Details of Future Minimum Principal Payments Due
	Amount Due
	(in thousands)
July 1, ~~2022~~2023 through September 30, ~~2022~~2023	$	~~18,328~~24,817
Year ~~ending~~ended September 30, ~~2023~~2024	~~65,942~~85,985
Year ~~ending~~ended September 30, ~~2024~~2025	~~86,500~~92,860
Year ~~ending~~ended September 30, ~~2025~~2026	~~93,375~~779,984
Year ~~ending~~ended September 30, ~~2026~~2027	~~851,500~~3,485
Thereafter	~~379,000~~331,040
Total ~~payments~~Payments	$	~~1,494,645~~1,318,171

Interest Rate Derivative ~~Instrument~~Instruments

~~In June 2021, the Company~~To reduce our interest rate risk, we entered into ~~an interest~~interest-rate swap agreements covering our Term Loan A, effectively setting a fixed rate ~~swap agreement~~ for ~~a notional amount of $300.0 million, effective June 28, 2021, with an expiration date of May 28, 2026, which hedges the floating LIBOR on~~ a portion of ~~the term loan (Term Loan A, $1.10 billion balance) under the Credit Agreement to a fixed~~our debt. At June 30, 2023, we have arrangements in place that fix our interest rate of ~~0.986%.~~$500 million through May 2026 and a further arrangement to fix $150 million through September 2024. The ~~Company elected to designate this~~balance of the debt pays interest based upon an index. The floating interest rate on these instruments was converted from LIBOR to SOFR in December 2022, concurrent with our debt agreements. In converting our debt and interest-rate swaps, we utilized the practical expedients allowed under ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which allowed us to treat these amendments as though the modification was not substantial. At June 30, 2023, our effective interest rate, including the original issuance costs and discount rate, was 5.9%.

Our interest-rate swap agreements are valued quarterly and recorded on our balance sheet. As of June 30, 2023, we had assets of $29.7 million, compared to an asset of $31.4 million as ~~a cash flow hedge for accounting purposes.~~

of September 30, 2022. These balances were recorded in "other assets" on our consolidated balance sheet. As ~~this cash flow hedge is~~these hedges are considered effective, ~~any future~~all gains and losses are ~~reflected~~reported within ~~Accumulated Other Comprehensive Income in the Consolidated Statements of Comprehensive Income. Derivatives in a net asset position are recorded in "Other assets"~~other comprehensive income on our Consolidated Balance Sheets and derivatives in a net liability position are recorded in "Other liabilities" on our Consolidated Balance Sheets. No ineffectiveness was recorded on this contract during the nine months ended June 30, 2022.


~~Table 7.3: Details of Derivatives Fair Value~~
	~~June 30, 2022~~		~~September 30, 2021~~
	~~(in thousands)~~
~~Assets:~~
~~Interest rate swap~~	$	~~21,864~~	$	—
~~Total assets~~	$	~~21,864~~	$	—
~~Liabilities:~~
~~Interest rate swap~~	$	—	$	~~410~~
~~Total liabilities~~	$	—	$	~~410~~

consolidated statement of comprehensive income.

7. DIVESTITURES

~~Table~~On March 6, 2023, we sold a small commercial practice in the United Kingdom, part of ~~Contents~~

our Outside the U.S. Segment, resulting in a pre-tax loss of $0.6 million. The cash consideration will be received in installments, with a fair value of $16.0 million. The installment payments are unconditional.

Table 7.4: Gains on Derivatives
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(in thousands)
Net gains/(losses) recognized in AOCI on derivatives, net of tax (1) $ 2,904 $ (1,062) $ 15,306 $ (1,062)
Amounts reclassified to earnings from accumulated other comprehensive loss (2) 138 — 1,110 —
Net current period other comprehensive income $ 3,042 $ (1,062) $ 16,416 $ (1,062)

~~(1)Amount is net~~On March 30, 2023, we sold our Swedish subsidiary for cash consideration of ~~tax expense of $1.0 million and $5.5 million for the three and nine months ended June 30, 2022, respectively. For the three and nine months ended June 30, 2021,~~ $0.4 million, ~~was recorded as~~resulting in a ~~tax benefit.~~

~~(2)~~Amount is net of a tax expense of $0.0 million and $0.4 million for the three and nine months ended June 30, 2022, respectively. No tax credit or expense was recorded for the three and nine months ended June 30, 2021.

We are exposed to credit losses in the event of nonperformance by the counterparty to our derivative instrument. Our counterparty has investment grade credit ratings; accordingly, we anticipate that the counterparty will be able to fully satisfy its obligations under the contracts. Our agreements outline the conditions upon which it or the counterparty are required to post collateral. As of June 30, 2022, there was no collateral posted with its counterparty related to the derivatives.small loss.

8. FAIR VALUE MEASUREMENTS

The ~~Company had 2~~following assets and liabilities are recorded at fair value on a recurring ~~basis as of June 30, 2022, the~~basis.

•We hold mutual fund assets within a Rabbi Trust to cover liabilities in our deferred compensation ~~asset, related to the portion invested in mutual funds and the interest rate swap. For the deferred compensation asset, the mutual funds~~plan. These assets have prices ~~are~~ quoted inwithin active markets and, ~~therefore~~accordingly, are classified as ~~Level 1. For~~level 1 within the fair value hierarchy.

•We have three interest rate swap ~~the Company obtains its Level 2 pricing inputs from its counterparty for the~~agreements, serving to reduce our interest rate ~~swap. Substantially all of these assumptions~~risk on our debt. These assets and liabilities can be valued using observable data and, accordingly, are ~~observable in~~classified as level 2 within the ~~marketplace throughout~~fair value hierarchy.

•We anticipate paying additional consideration for certain acquisitions based upon the ~~full term~~subsequent performance of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. As of June 30, 2022, the Company had liabilities recorded at fair value on a recurring basis for contingent consideration related to acquisitions. The contingent considerationbusinesses acquired. This liability is ~~considered Level 3, as the~~based upon our internal assumptions over revenues, margins, volumes, and contract terms. Accordingly, these inputs are not observable and are classified as level 3 within the fair value hierarchy.

•We will receive payments from the sale of a small commercial practice in the United Kingdom over the next three years. We have discounted the asset based upon our cost of capital, which is not an observable input. The balance at the sale of the business was $6.8 million. These assets are held in "Prepaid expenses and other current assets" and "Other assets" on ~~internal assumptions about forecasted revenues, margins, volumes,~~our consolidated balance sheet.

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The tables below present assets and ~~probability of contract extensions~~liabilities measured and recorded at fair value in our consolidated balance sheets on ~~businesses acquired.~~a recurring basis and their corresponding level within the fair value hierarchy. No transfers between Level 1, Level 2, and Level 3 fair value measurements occurred for the nine months ended June 30, 2023.


Table 8.1: Fair Value Measurements
	As of June 30, 2023
	Level 1		Level 2		Level 3		Balance
	(in thousands)
Assets:
Deferred compensation assets - Rabbi Trust	$	27,306	$	—	$	—	$	27,306
Interest rate swaps - $650 million notional value	—		29,647		—		29,647
Notes receivable	—		—		7,397		7,397
Total assets	$	27,306	$	29,647	$	7,397	$	64,350
Liabilities:

Contingent consideration	—		—		12,700		12,700
Total liabilities	$	—	$	—	$	12,700	$	12,700

The fair values of receivables, prepaids, other assets, accounts payable, accrued costs, and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments. The carrying value of our debt is consistent with the fair value as the stated interest rates in the agreements are consistent with the current market rates used in notes with similar terms in the markets (Level 2 inputs).

Table 8.1: Fair Value Measurements
As of June 30, 2022
Level 1 Level 2 Level 3 Balance
(in thousands)
Assets:
Deferred compensation assets - Rabbi Trust $ 23,970 $ — $ — $ 23,970
Interest rate swap — 21,864 — 21,864
Total assets $ 23,970 $ 21,864 $ — $ 45,834
Liabilities:
Contingent consideration $ — $ — $ 18,892 $ 18,892
Total liabilities $ — $ — $ 18,892 $ 18,892
Accumulated Other Comprehensive Loss

All amounts recorded in accumulated other comprehensive loss are related to our foreign currency translations and interest rate swap, net of tax. The following table shows changes in accumulated other comprehensive loss:


Table 8.2: Details of Changes in Accumulated Other Comprehensive Loss by Category
	Foreign currency translation adjustment		Net unrealized gain on derivatives, net of tax		Total
	(in thousands)
Balance as of September 30, 2022	$	(57,109)	$	23,148	$	(33,961)
Other comprehensive income before reclassifications	10,831		4,554		15,385
Amounts reclassified from accumulated other comprehensive loss	116		(5,851)		(5,735)
Net current period other comprehensive losses	10,947		(1,297)		9,650
Balance as of June 30, 2023	$	(46,162)	$	21,851	$	(24,311)

Contingent Consideration

The fair value of our contingent considerations are based upon estimates of the likely payments, which are based upon assumptions over future performance. The liabilities are reviewed on a quarterly basis and, where changes in estimates arise, these are recorded to selling and general administrative expenses.

Our contingent consideration relates to the businesses below:

•In October 2021, we acquired the student loan servicing business from Navient, rebranded as Aidvantage. Future payments are based upon volumes, up to a maximum payment of $65.0 million. At June 30, 2023 and September 30, 2022, the Aidvantage contingent consideration was $10.2 million and $13.8 million, respectively.

•In January 2022, we acquired BZ Bodies Limited. Future payments are based upon the performance of the business through December 2023, up to a maximum payment of $2.5 million (£2.0 million British Pounds). At June 30, 2023 and September 30, 2022, we recorded a contingent consideration liability for the maximum payment, which we anticipate making in fiscal year 2024.

•In December 2015, we acquired companies doing business as Assessments Australia. Future payments were based upon future revenue earnings. The deadline for the payment expired on December 31, 2022, with no payment being required.

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~~The following table presents a reconciliation of the~~Movement in our contingent consideration ~~which~~balance is ~~measured and recorded at fair value on a recurring basis using Level 3 inputs:~~as follows:


Table ~~8.2:~~8.3: Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
	Contingent Consideration
	(in thousands)
~~Balance~~Opening contingent consideration as of September 30, ~~2021~~2022	$	~~270~~16,236
~~Contingent consideration from current year acquisitions~~	~~20,967~~
Adjustments to fair value recorded in the ~~current year~~period	~~(2,095)~~
~~Foreign currency translations~~	~~(250)~~2,810
~~Balance~~Cash payments	(6,662)
Foreign currency translations	316
Closing contingent consideration as of June 30, ~~2022~~2023	$	~~18,892~~12,700

9. EQUITY

Stock Compensation

~~The Company grants~~We grant restricted stock units ("RSUs") and performance stock units ("PSUs") to eligible participants under ~~its~~our 2021 ~~Stock~~Omnibus Incentive Plan, which was approved by the Board of Directors and stockholders. The RSUs granted to employees vest ratably over service periods of three to five years and one year for members of the board of directors, in each case from the grant date. PSU vesting is subject to the achievement of certain performance and market conditions and the number of PSUs earned could vary from 0% to 200% of the number of PSUs awarded. The PSUs will vest at the end of a three year-performance period. We issue new shares to satisfy our obligations under these plans. The fair value of each RSU and PSU is calculated at the date of the grant.

During the nine months ended June 30, ~~2022,~~2023, we issued approximately ~~333,000~~337,000 RSUs, which will vest ratably over one to four years, and approximately ~~87,000~~137,000 PSUs, which will vest after three years.

~~Stock Purchases~~

Under a resolution adopted in March 2020, the Board of Directors authorized the purchase, at management's discretion, of up to $200.0 million of our common stock. As of June 30, 2022, $72.8 million remained available for future stock purchases.

Table 9: Stock Purchase Activity
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(in thousands, except per share data)
Amount paid for shares repurchased $ 48,021 $ — $ 73,864 $ 3,363
Number of shares repurchased 706 — 1,054 52
Average per share price paid $ 68.01 $ — $ 70.07 $ 64.98

~~Since June 30, 2022, we have acquired an additional 353,848 shares of our common stock for $22.3 million.~~

~~Table of Contents~~

10. ~~CASH AND CASH EQUIVALENTS AND RESTRICTED CASH~~OTHER BALANCE SHEET ITEMS

Table 10.1: Details of Cash and Cash Equivalents and Restricted Cash
June 30, 2022 September 30, 2021
(in thousands)
Cash and cash equivalents $ 93,748 $ 135,061
Restricted cash (1) 16,877 21,509
Cash, cash equivalents, and restricted cash $ 110,625 $ 156,570
Cash, Cash Equivalents, and Restricted Cash

~~(1)~~


Table 10.1: Details of Cash and Cash Equivalents and Restricted Cash
	June 30, 2023		September 30, 2022
	(in thousands)
Cash and cash equivalents	$	35,007	$	40,658
Restricted cash	56,686		96,137
Cash, cash equivalents, and restricted cash	$	91,693	$	136,795

Restricted cash is recorded within "Prepaid expenses and other current assets" on the Consolidated Balance Sheets. At September 30, 2022, this balance included $60.7 million of funds received from a customer which had previously been sold under our Receivables Purchase Agreement; this is offset by a corresponding liability in "Other current liabilities". No similar arrangements existed at June 30, 2023. The remaining balance includes funds held in trust on behalf of certain clients, offset with a corresponding liability in "Other current liabilities", and certain collateral obligations on contracts.


Table 10.2: Supplemental Disclosures of Cash Flow Information
	For the Nine Months Ended
	June 30, 2023		June 30, 2022
	(in thousands)
Interest payments	$	59,580	$	28,251
Income tax payments	$	60,460	$	64,057

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Table 10.2: Supplemental Disclosures of Cash Flow Information
For the Nine Months Ended
June 30, 2022 June 30, 2021
(in thousands)
Interest payments $ 28,251 $ 4,751
Income tax payments 64,057 68,031
Accounts Receivable, Net


Table 10.3: Details of Accounts Receivable, Net
	June 30, 2023		September 30, 2022
	(in thousands)
Billed and billable receivables	$	683,180	$	723,979
Unbilled receivables	120,097		91,404
Allowance for credit losses	(4,768)		(8,273)
Accounts receivable, net	$	798,509	$	807,110

In September 2022, we entered into a Receivables Purchase Agreement with Wells Fargo Bank N.A., under which we may sell certain U.S.-originated accounts receivable balances up to a maximum amount of $200.0 million at any given time. In return for these sales, we receive a cash payment equal to the face value of the receivables less a financing charge.

We account for these transfers as sales. We have no retained interest in the transferred receivables other than administrative responsibilities, and Wells Fargo has no recourse for any credit risk. We estimate that the implicit servicing fees for an arrangement of this size and type would be immaterial.

For the nine months ended June 30, 2023, the gross fair value of accounts receivable transferred to Wells Fargo and derecognized from our balance sheet was $378.4 million. In exchange for these sales, we received $376.3 million in cash. The balance, representing a loss on sale from these transfers, is included within our selling, general and administrative expenses. We have recorded these transactions within our operating cash flows. The effective annual interest rate under this program was 5.2%.

11. ~~ACCOUNTS RECEIVABLE, NET~~

Table 11: Details of Accounts Receivable, Net
June 30, 2022 September 30, 2021
(in thousands)
Billed and billable receivables $ 762,456 $ 718,728
Unbilled receivables 112,588 124,135
Allowance for credit losses (7,034) (8,044)
Accounts receivable, net $ 868,010 $ 834,819

~~12. PROPERTY HELD FOR SALE~~

As of June 30, 2022, we classified as held for sale 1 building and the associated land with a carrying value of $5.4 million within "Prepaid expenses and other current assets" on our Consolidated Balance Sheets. The fair value of this property less the expected selling costs exceed the carrying value of these assets.

~~13.~~ COMMITMENTS AND CONTINGENCIES

Litigation

We are subject to audits, investigations, and reviews relating to compliance with the laws and regulations that govern our role as a contractor to agencies and departments of federal, state, local, and foreign governments, and otherwise in connection with performing services in countries outside of the U.S. Adverse findings could lead to criminal, civil, or administrative proceedings, and we could be faced with penalties, fines, suspension, or debarment. Adverse findings could also have a material adverse effect on us because of our reliance on government contracts. We are subject to periodic audits by federal, state, local, and foreign governments for taxes. We are also involved in various claims, arbitrations, and lawsuits arising in the normal conduct of our business. These include but are not limited to bid protests, employment matters, contractual disputes, and charges before administrative agencies. Although we can give no assurance, based upon our evaluation and taking into account the advice of legal counsel, we do not believe that the outcome of any existing matter would likely have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

~~Medicaid claims~~We evaluate, on a regular basis, developments in our litigation matters and establish or make adjustments to our accruals as appropriate. A liability is accrued if a loss is probable and the amount of such loss can be reasonably estimated. If the risk of loss is probable, but the amount cannot be reasonably estimated, or the risk of loss is only reasonably possible, a liability is not accrued. Due to the inherent uncertainty in the outcome of litigation, our estimates and assessments may prove to be incomplete or inaccurate and could be impacted by unanticipated events and circumstances, adverse outcomes or other future determinations.

MOVEit Cybersecurity Incident Litigation

As the Company has previously disclosed, on May 31, 2023 Progress Software Corporation, the developer of MOVEit (“MOVEit”), a file transfer application used by many organizations to transfer data, announced a critical zero-day vulnerability in the application that allowed unauthorized third parties to access its customers’ MOVEit environments. It appears that a significant number of commercial and government customers worldwide were affected by this vulnerability. Maximus uses MOVEit for internal and external file sharing purposes, including to share data with government customers pertaining to individuals who participate in various government programs. The ~~Centers for Medicare and Medicaid Services (CMS) asserted 2 disallowances against~~Company believes that the personal information of a ~~state Medicaid agency. The state contested the first disallowance and ultimately settled that claim for approximately $7.3 million. The second disallowance~~significant number of ~~approximately $19.9 million is still being contested~~individuals was accessed by ~~the state. The state is seeking reimbursement from~~an unauthorized third party by exploiting this MOVEit vulnerability.

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usOn August 1, 2023, a purported class action was filed against Maximus Federal Services, Inc. (a wholly-owned subsidiary of Maximus, Inc.) in the U.S. District Court for the ~~first disallowance~~Eastern District of ~~$7.3 million and has indicated its intention to seek reimbursement~~Virginia arising out of the ~~second disallowance~~MOVEit cybersecurity incident – Bishop v. Maximus Federal Services, Case No. 1:23-cv-01019 (U.S. Dist. Ct. E. D. VA). The plaintiff, who purports to represent a nationwide class of individuals, alleges, among other things, that the Company’s negligence resulted in the compromise of the plaintiff’s personally identifiable Information and protected health information. The plaintiff seeks damages to be proved at trial. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of the possible outcome or loss if ~~its legal challenge is unsuccessful. From 2004 through 2009, we had~~any.

On August 2, 2023, a ~~contract with~~purported class action was filed against Maximus, Inc. and Maximus Federal Services, Inc. in the state agency in support of its school-based Medicaid claims. We entered into separate agreements with the school districts under which we assisted the districts with preparing and submitting claims to the state Medicaid agency which, in turn, submitted claims for reimbursement to CMS. The state has asserted that its agreement with us requires us to reimburse the stateU.S. District Court for the amounts owed to CMS. However, our agreements with the school districts require them to reimburse us for such amounts, and therefore we believe the school districts are responsible for any amounts that ultimately must be refunded to CMS. Although it is reasonably possible that a court could conclude we are responsible for the full balanceEastern District of Virginia arising out of the ~~disallowances, we believe our exposure in this matter is limited~~MOVEit cybersecurity incident – Buzzell v. Maximus, Case No. 1:23-cv-01028 (U.S. Dist. Ct. E. D. VA). The plaintiff, who purports to ~~our fees associated with this work and~~represent a nationwide class of individuals, alleges, among other things, that the ~~school districts will~~Company’s negligence resulted in the compromise of the plaintiff’s personally identifiable Information and protected health information. The plaintiff seeks damages to be ~~responsible for~~proved at trial. The Company is not able to determine or predict the ~~remainder. We have recorded a liability~~ultimate outcome of ~~our estimated fees earned from~~ this ~~engagement relating to~~proceeding or reasonably provide an estimate or range of the ~~disallowances. We exited the federal healthcare-claiming business in 2009 and no longer provide the services at issue in this matter.~~possible outcome or loss if any.

~~14.~~12. SUBSEQUENT EVENT

On July ~~8, 2022,~~7, 2023, our Board of Directors declared a quarterly cash dividend of $0.28 for each share of our common stock outstanding. The dividend is payable on August 31, ~~2022,~~2023, to shareholders of record on August 15, ~~2022.~~2023. Based ~~upon~~on the number of shares outstanding, we anticipate a cash payment of approximately ~~$17.1~~$17.0 million.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with ~~"Risk Factors," "Forward-Looking Statements," and~~ our financial statements and related notes in Item 1 and in the 'Special Note Regarding Forward-Looking Statements' in this Quarterly Report on Form 10-Q and the audited financial statements and related notes, risk factors and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for fiscal year ~~2021~~2022 filed with the Securities and Exchange Commission on November ~~18, 2021 (the "2021 Form 10-K") and elsewhere in this Quarterly Report on Form 10-Q, as applicable.~~22, 2022.

Business Overview

We are a ~~leading operator~~global company with approximately 39,500 employees and 12,550 contingent workers dedicated to helping governments on four continents to administer their citizen-facing programs. Under our mission of ~~government health~~Moving People Forward, we offer industry-leading expertise, including citizen engagement, eligibility and ~~human services programs worldwide. We use our experience, business process~~program integrity, independent clinical assessments and case management, ~~expertise, innovation,~~ and technology ~~solutions~~modernization services to ~~help government agencies run effective, efficient, and accountable programs. Our customers include civilian agencies of~~enable citizens around the globe to successfully engage with their governments ~~worldwide, including those~~ at ~~federal, national, state and local~~all levels.

We are instrumental in helping people who need governmental support get it.

Over the past five years, we have executed a three-pronged growth strategy: we have evolved through our digital transformation to meet the modernization needs of our clients; we have expanded our clinical assessment capabilities to meet growing demand for independent and conflict-free clinical services; and we have expanded our markets, both organically and through acquisitions.

We experienced both favorable and unfavorable impacts as a result of the Coronavirus ("COVID-19") global pandemic. While some of the programs we support have experienced reduced volumes due to the pandemic, we have also been successful in winning new contracts to meet the immediate needs of our customers, including contact tracing and disease investigation, vaccine information lines, and unemployment insurance administration. Demonstrating the value of our business model, we have converted a number of these relationships into longer-term contract opportunities. The individuals and families served under these programs are those considered some of the most vulnerable to COVID-19. As a result, we believe our operations support programs that are vital for their safety and wellbeing.

In fiscal year 2022, we ~~underwent a~~refreshed our strategy ~~refresh~~and updated the three pillars on which ~~focused on leveraging our successful foundation and strong technology portfolio to create the strategic~~we will focus growth efforts for the next three to five ~~years.~~years:

•Customer Services, Digitally Enabled. We ~~will elevate~~apply proven technologies, data, and best practices to make government programs more customer-focused, effective, and deserving of the public's trust. We make it easier for people to connect to government services based on their individual preferences and abilities. We are elevating the customer experience to achieve higher levels of satisfaction, performance, and outcomes through intelligent automation and cognitive computing. ~~This strategy builds on our success and focuses on those capabilities and technologies most relevant to the future of citizen interactions with government programs.~~

•Future of Health. We are ~~continuing~~expanding our ~~focus~~clinical-related services and are experienced in delivering clinical BPS services at scale. We have established an extensive set of services that frequently requires a network of healthcare professionals who can complete clinical ~~evolution by helping governments meet rising demand for~~assessments, provide occupational health ~~services. We will do this by growing our clinical capabilities to improve the health of people~~ and ~~their communities.~~independent medical review services, and adjudicate complicated benefits appeals.

•Advanced Technologies for Modernization. We ~~will leverage our deep relationships and programmatic knowledge to further~~are furthering our credibility as a technology leader, enabling the transformation of government programs to be resilient, dynamic, integrated, and equitable.

~~Governments around the world need help meeting the rising demand for health services~~ Leveraging our deep relationships and ~~to be able to do so in~~program knowledge, we are delivering technology-driven business transformation of government missions with a ~~manner that provides higher levels of customer satisfaction, performance and outcomes through the use of technology. Through our~~strategic near-term focus on ~~health, customer services~~hybrid cloud solutions, information intelligence, and ~~technology, we look to partner with governments to respond to complex challenges they face in delivering their largest and most critical programs.~~hyper-automation.

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Financial Overview

A number of factors have affected our results for the third quarter of fiscal year ~~2022,~~2023, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•~~During~~Our results in the third quarter of fiscal year 2021, we acquired VES Group, Inc. ("VES"), the Federal Division of Attain, LLC ("Attain") and Connect Assist Holdings Limited ("Connect Assist"). During fiscal year 2022, we acquired the student loan servicing business from Navient, rebranded as Aidvantage, BZ Bodies Limited ("BZB"), and Stirling Institute of Australia Pty Ltd ("Stirling"). From the date of each acquisition, we have received the benefit of additional revenue, as well as additional operating costs. In completing these acquisitions, we have allocated2023 include a ~~portion of each purchase price to identifiable intangible assets, which we are amortizing over the estimated useful lives of each asset.~~

•~~To fund the acquisition of VES, we entered into a new credit facility comprised of fixed term debt and a new revolving credit facility. The cost of servicing this debt, as well as the cost~~$22.1 million expense for our best estimate of the ~~debt facilities, has resulted~~investigation and remediation costs of a previously disclosed cybersecurity incident. As previously disclosed, the Company believes that the personal information of a significant number of individuals was accessed by an unauthorized third party by exploiting a vulnerability in ~~an increase in~~a file transfer application used by the Company for internal and external file sharing purposes. Based on the review of impacted files to date, the Company believes those files contain personal information, including social security numbers, protected health information and/or other personal information, of at least 14.5 to 17.5 million individuals to whom the Company anticipates providing notice of the incident. The estimated number of impacted individuals and estimated expenses is based on currently available information and the actual number of impacted individuals or actual costs incurred could be greater than our ~~interest expense.~~estimates.

•Our ~~services~~SG&A cost base has expanded with the growth of the business, including investments in ~~fiscal years 2022~~our workforce and 2021 were affected by the COVID-19 pandemic. We received the benefit from new, short-term work, assisting governments with their responses to the pandemic, which was often highly profitable. This mitigated the effect of declines in established programs where our transaction volume has been reduced. Many of our core Medicaid programs are anticipated to continue operating at reduced levels due to the ongoing Public Health Emergency. As a condition of receiving supplemental funding under the PHE, those programs are required to pause eligibility redetermination. This has resulted in a revenue decline, and an outsized profit impact, where our contracts are compensated based on volumes of transactions.business infrastructure.

•~~In our OUS Segment, we recorded a charge of $11.7 million on a single project, anticipating a loss over~~Our international business results have been tempered by the ~~life~~strength of the ~~contract. If~~U.S. Dollar against the other currencies in which we operate.

•The cost of financing our ~~current forecast remains unchanged, this project should record a breakeven profit for the remainder of its life.~~debt has increased year-over-year as interest rates have increased.

Results of Operations

Table MD&A 1: Consolidated Results of Operations
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(dollars in thousands, except per share data)
Revenue $ 1,125,785 $ 1,243,520 $ 3,453,987 $ 3,148,354
Cost of revenue 915,564 951,664 2,787,160 2,419,785
Gross profit 210,221 291,856 666,827 728,569
Gross profit percentage 18.7 % 23.5 % 19.3 % 23.1 %
Selling, general, and administrative expenses 132,974 140,129 387,502 364,498
Selling, general, and administrative expenses as a percentage of revenue 11.8 % 11.3 % 11.2 % 11.6 %
Amortization of intangible assets 22,690 12,132 67,951 23,718
Operating income 54,557 139,595 211,374 340,353
Operating income margin 4.8 % 11.2 % 6.1 % 10.8 %
Interest expense (10,791) (3,087) (29,867) (4,049)
Other expense, net (2,497) (8,289) (2,093) (9,584)
Income before income taxes 41,269 128,219 179,414 326,720
Provision for income taxes 9,934 33,724 44,653 87,534
Effective tax rate 24.1 % 26.3 % 24.9 % 26.8 %
Net income $ 31,335 $ 94,495 $ 134,761 $ 239,186
Earnings per share:
Basic $ 0.51 $ 1.52 $ 2.17 $ 3.86
Diluted $ 0.51 $ 1.51 $ 2.17 $ 3.84
The following table sets forth items from our consolidated statements of operations for the three months and nine months ended June 30, 2023 and June 30, 2022.


Table MD&A 1: Consolidated Results of Operations
	For the Three Months Ended						For the Nine Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	(dollars in thousands, except per share data)
Revenue	$	1,188,677		$	1,125,785		$	3,644,775		$	3,453,987
Cost of revenue	924,313			915,564			2,907,061			2,787,160
Gross profit	264,364			210,221			737,714			666,827
Gross profit percentage	22.2		%	18.7		%	20.2		%	19.3		%
Selling, general, and administrative expenses	182,545			132,974			471,445			387,502
Selling, general, and administrative expenses as a percentage of revenue	15.4		%	11.8		%	12.9		%	11.2		%
Amortization of intangible assets	23,431			22,690			70,599			67,951
Operating income	58,388			54,557			195,670			211,374
Operating margin	4.9		%	4.8		%	5.4		%	6.1		%
Interest expense	21,026			10,791			63,631			29,867
Other expense/(income), net	1,005			2,497			(79)			2,093
Income before income taxes	36,357			41,269			132,118			179,414
Provision for income taxes	5,494			9,934			29,472			44,653
Effective tax rate	15.1		%	24.1		%	22.3		%	24.9		%
Net income	$	30,863		$	31,335		$	102,646		$	134,761
Earnings per share:
Basic	$	0.50		$	0.51		$	1.68		$	2.17
Diluted	$	0.50		$	0.51		$	1.67		$	2.17

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Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.


Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2022
Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2023														Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2023
		Revenue				Cost of Revenue				Gross Profit					Revenue				Cost of Revenue				Gross Profit
		Dollars		% Change		Dollars		% Change		Dollars		% Change			Dollars		% Change		Dollars		% Change		Dollars		% Change
		(dollars in thousands)													(dollars in thousands)
Three Months Ended June 30, 2021		$	1,243,520			$	951,664			$	291,856
Three Months Ended June 30, 2022														Three Months Ended June 30, 2022	$	1,125,785			$	915,564			$	210,221
Organic effect	Organic effect	(251,277)		(20.2)	%	(137,342)		(14.4)	%	(113,935)		(39.0)	%	Organic effect	74,912		6.7	%	21,393		2.3	%	53,519		25.5	%
Disposal of businesses														Disposal of businesses	(9,097)		(0.8)	%	(9,474)		(1.0)	%	377		0.2	%
Acquired growth	Acquired growth	150,217		12.1	%	116,490		12.2	%	33,727		11.6	%	Acquired growth	731		0.1	%	354		—	%	377		0.2	%
Currency effect compared to the prior period	Currency effect compared to the prior period	(16,675)		(1.3)	%	(15,248)		(1.6)	%	(1,427)		(0.5)	%	Currency effect compared to the prior period	(3,654)		(0.3)	%	(3,524)		(0.4)	%	(130)		(0.1)	%
Three Months Ended June 30, 2022		$	1,125,785	(9.5)	%	$	915,564	(3.8)	%	$	210,221	(28.0)	%
Three Months Ended June 30, 2023														Three Months Ended June 30, 2023	$	1,188,677	5.6	%	$	924,313	1.0	%	$	264,364	25.8	%


Table MD&A 3: Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2022
Table MD&A 3: Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2023														Table MD&A 3: Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2023
		Revenue				Cost of Revenue				Gross Profit					Revenue				Cost of Revenue				Gross Profit
		Dollars		% Change		Dollars		% Change		Dollars		% Change			Dollars		% Change		Dollars		% Change		Dollars		% Change
		(dollars in thousands)													(dollars in thousands)
Nine Months Ended June 30, 2021		$	3,148,354			$	2,419,785			$	728,569
Nine Months Ended June 30, 2022														Nine Months Ended June 30, 2022	$	3,453,987			$	2,787,160			$	666,827
Organic effect	Organic effect	(279,979)		(8.9)	%	(67,612)		(2.8)	%	(212,367)		(29.1)	%	Organic effect	239,575		6.9	%	164,961		5.9	%	74,614		11.2	%
Disposal of businesses														Disposal of businesses	(12,552)		(0.4)	%	(12,817)		(0.5)	%	265		—	%
Acquired growth	Acquired growth	606,410		19.3	%	452,782		18.7	%	153,628		21.1	%	Acquired growth	4,179		0.1	%	2,297		0.1	%	1,882		0.3	%
Currency effect compared to the prior period	Currency effect compared to the prior period	(20,798)		(0.7)	%	(17,795)		(0.7)	%	(3,003)		(0.4)	%	Currency effect compared to the prior period	(40,414)		(1.2)	%	(34,540)		(1.2)	%	(5,874)		(0.9)	%
Nine Months Ended June 30, 2022		$	3,453,987	9.7	%	$	2,787,160	15.2	%	$	666,827	(8.5)	%
Nine Months Ended June 30, 2023														Nine Months Ended June 30, 2023	$	3,644,775	5.5	%	$	2,907,061	4.3	%	$	737,714	10.6	%

Selling, ~~General~~general, and ~~Administrative~~administrative expenses ("SG&A")

Selling, general, and administrative expenses ("SG&A") ~~consists~~consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expenses have expanded through our growth, as well as investments made in our workforce and infrastructure. In addition, our SG&A includes charges which are not directly connected to our day-to-day operations.

•Our costs in the three and nine months ended June 30, 2023, include $22.1 million of estimated expenses for investigation and remediation activities related to the previously disclosed cybersecurity incident, including expenses for providing appropriate notifications to individuals affected by this incident and free credit monitoring and identity restoration services to such individuals.

•We include costs related to our acquisitions within SG&A. Included within these costs in the three and nine months ended June 30, 2023 are $1.6 million and $2.9 million, respectively, related to increases in our anticipated consideration for our Aidvantage business, which we acquired in fiscal year 2022 for consideration based upon future performance.

•Our SG&A expense ~~increased year-over-year primarily due~~for the nine months ended June 30, 2023 also includes losses of $0.8 million relating to the ~~additional cost base from our acquisitions.~~sale of two small businesses.

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~~Amortization of Intangible Assets~~

Our amortization of intangible assets increased by $10.6 million and $44.2 million for the three and nine months ended June 30, 2022, compared to same periods ended June 30, 2021. The increase is a result of acquisitions during fiscal years 2021 and 2022. This increase is partially offset by the intangible asset amortization related to the Census Questionnaire Assistance (CQA) contract, which was fully amortized through November 2020.

Table MD&A 4: Changes in Amortization of Intangible Assets Expense for Three and Nine Months Ended June 30, 2022
For the Three Months Ended June 30, 2022 For the Nine Months Ended June 30, 2022
Dollars Dollars
(dollars in thousands)
Period Ending June 30, 2021 $ 12,132 $ 23,718
VES acquisition 9,249 36,916
Attain acquisition — 4,375
Aidvantage acquisition 1,858 5,574
Other 2022 acquisitions 296 609
CQA contract — (2,313)
Other, including foreign exchange (845) (928)
Period Ending June 30, 2022 $ 22,690 $ 67,951

Table MD&A 5: Non-GAAP Adjusted Results Excluding Amortization of Intangible Assets
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(dollars in thousands, except per share data)
Operating income $ 54,557 $ 139,595 $ 211,374 $ 340,353
Add back: Amortization of intangible assets 22,690 12,132 67,951 23,718
Adjusted operating income excluding amortization of intangible assets (Non-GAAP) $ 77,247 $ 151,727 $ 279,325 $ 364,071
Adjusted operating income margin excluding amortization of intangible assets (Non-GAAP) 6.9 % 12.2 % 8.1 % 11.6 %
Net income $ 31,335 $ 94,495 $ 134,761 $ 239,186
Add back: Amortization of intangible assets, net of tax 16,750 8,941 50,164 17,364
Adjusted net income excluding amortization of intangible assets (Non-GAAP) $ 48,085 $ 103,436 $ 184,925 $ 256,550
Diluted earnings per share $ 0.51 $ 1.51 $ 2.17 $ 3.84
Add back: Effect of amortization of intangible assets on diluted earnings per share 0.27 0.15 0.80 0.28
Adjusted diluted earnings per share excluding amortization of intangible assets (Non-GAAP) $ 0.78 $ 1.66 $ 2.97 $ 4.12

Our intangible asset amortization is based upon our assumptions of the value and economic life, typically established at the acquisition date. If these assumptions change, the pattern of future expense may be accelerated. At this time, we have a significant asset related to the Customer Center Operations (CCO) contract which is subject to a rebid anticipated towards the end of this fiscal year. If this rebid is unsuccessful, the asset life of this asset may need to be reduced.

Interest Expense

Interest expense for the three months ended June 30, 2022 and June 30, 2023, increased ~~by $7.7~~from $10.8 million to ~~$10.8 million, while interest~~$21.0 million. Interest expense for the nine months ended June 30, 2022 and June 30, 2023 increased ~~by $25.8~~from $29.9 million to ~~$29.9~~$63.6 million. ~~This increase is driven~~These increases are principally due to market rate increases.

Our effective interest rate was 5.9% at June 30, 2023, compared to 3.4% at June 30, 2022. We have mitigated our risk by ~~the costs~~fixing interest rates on $650 million of our ~~cash borrowings utilized to acquire VES. Interest expense is expected to be about $42 million for fiscal year 2022 as the~~ debt ~~is expected to be outstanding for the entire fiscal year. Our interest rate will vary based upon both~~

~~Table of Contents~~

~~prevailing interest rates~~ and our ~~leverage ratio.~~near term capital allocation plan continues to prioritize reducing our debt using our free cash flow. At our current debt balances, a 100 basis point change in SOFR would result in an increased annual interest expense of $6.7 million.

Provision for Income Taxes

Our effective income tax rate for the three and nine months ended June 30, ~~2022,~~2023, was ~~24.1%~~15.1% and ~~24.9%~~22.3%, respectively, compared to ~~26.3%~~24.1% and ~~26.8%~~24.9% for the three and nine months ended June 30, ~~2021.~~2022. Our effective income tax rate for the three months ended June 30, 2023 received discrete benefits from tax credits, as well as some benefits from U.S. state tax rates. For fiscal year ~~2022,~~2023, we expect the effective tax rate to be between ~~25.0%~~23.0% and ~~25.5%~~23.5%.

U.S. Federal Services Segment


Table MD&A 4: U.S. Federal Services Segment - Financial Results
	For the Three Months Ended				For the Nine Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	(dollars in thousands)
Revenue	$	583,960	$	525,519	$	1,786,202	$	1,680,678
Cost of revenue	427,015		401,316		1,383,689		1,314,746
Gross profit	156,945		124,203		402,513		365,932
Selling, general, and administrative expenses	82,892		69,466		229,591		203,340
Operating income	74,053		54,737		172,922		162,592
Gross profit percentage	26.9 %		23.6 %		22.5 %		21.8 %
Operating margin percentage	12.7 %		10.4 %		9.7 %		9.7 %

Our revenue and cost of revenue for the three months ended June 30, 2023, increased 11.1% and 6.4%, respectively. For the nine months ended June 30, 2023, growth was 6.3% and 5.2%, respectively. All growth in fiscal year 2023 was organic.

Our U.S. Federal Services revenue and profit margins for the three months ended June 30, 2023 received the benefit of volume growth on the VES contracts.

Our results for the nine months ended June 30, 2023, received revenue growth from VES and Aidvantage. Profitability improvements from VES scaling were partially offset by our need to ramp-up staffing for VES during the early part of the year in anticipation of the current higher volumes.

We anticipate that our U.S. Federal Services business will continue to grow for the remainder of fiscal year 2023, driven primarily by additional volumes anticipated in the VES business. We anticipate full year operating margins will range between 10% and 11%.

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U.S. Services Segment

Our U.S. Services Segment provides a variety of business process services ("BPS"), such as program administration, ~~appeals and~~ assessments, and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the Affordable Care Act ("ACA"), Medicaid, the Children's Health Insurance Program ("CHIP"), Temporary Assistance to Needy Families ("TANF"), and child support programs. ~~Addressing~~Over the last three years, many programs in this segment have been operating with depressed margins resulting from the pause in Medicaid redeterminations. The depressed margins have resulted from reduced operating leverage in the segment as costs cannot scale down at the same rate to meet lower demand due to requirement to fulfill other obligations on these contracts. With the resumption of redeterminations, we expect a full period of volumes coming back into these programs and which enables our operating leverage to recover. A temporary offset to the depressed margins from paused redeterminations was the government's COVID-19 response efforts in prior fiscal years. The segment supported contact tracing, disease investigation, and vaccine distribution support services which concluded in fiscal year 2022. The segment also successfully expanded into the unemployment insurance market where longer term opportunities have materialized. As part of the broader strategy to evolve clinically and address societal macro trends such as aging populations and rising costs, the segment continues to ~~execute on~~expand its ~~clinical evolution strategy by expanding its clinical offerings. This includes assessments to determine whether personal care services are medically necessary and~~offerings in public health ~~offerings such as contact tracing, disease investigation, and vaccine distribution support services as part of the governments' COVID-19 response efforts.~~with new work in in-person assessments.


Table MD&A 6: U.S. Services Segment - Financial Results
Table MD&A 5: U.S. Services Segment - Financial Results												Table MD&A 5: U.S. Services Segment - Financial Results
		For the Three Months Ended				For the Nine Months Ended							For the Three Months Ended				For the Nine Months Ended
		June 30, 2022		June 30, 2021		June 30, 2022			June 30, 2021				June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
		(dollars in thousands)											(dollars in thousands)
Revenue	Revenue	$	399,320	$	436,338	$	1,183,814		$	1,269,487		Revenue	$	449,061	$	399,320	$	1,338,242	$	1,183,814
Cost of revenue	Cost of revenue	325,185		331,524		935,009			946,231			Cost of revenue	350,523		325,185		1,070,090		935,009
Gross profit	Gross profit	74,135		104,814		248,805			323,256			Gross profit	98,538		74,135		268,152		248,805
Selling, general, and administrative expenses	Selling, general, and administrative expenses	42,351		42,606		115,726			116,655			Selling, general, and administrative expenses	51,536		42,351		140,793		115,726
Operating income	Operating income	31,784		62,208		133,079			206,601			Operating income	47,002		31,784		127,359		133,079
Gross profit percentage	Gross profit percentage	18.6 %		24.0 %		21.0		%	25.5		%	Gross profit percentage	21.9 %		18.6 %		20.0 %		21.0 %
Operating margin percentage	Operating margin percentage	8.0 %		14.3 %		11.2		%	16.3		%	Operating margin percentage	10.5 %		8.0 %		9.5 %		11.2 %

Our revenue and cost of revenue for the three months ended June 30, ~~2022, decreased 8.5%~~2023, increased 12.5% and ~~1.9%~~7.8%, respectively, compared to the three months ended June 30, ~~2021, respectively.~~2022. For the nine months ended June 30, ~~2022,~~2023, our revenue and cost of revenue ~~decreased 6.7%~~increased 13.0% and ~~1.2%~~14.4%, ~~respectively. All movement was organic.~~

~~For~~respectively, compared to the ~~three~~nine months ended June 30, ~~2021, we received $164 million~~2022. All movement was organic and net of anticipated declines in short-term ~~COVID-19~~work related ~~work, typically at higher margins. For~~to the three months ended June 30, 2022, COVID-19 related work provided $24 million of revenue. As a result, both revenue and profit margins have decreased year-over-year. Conversely, we are still awaiting the return of many of our core programs to pre-pandemic levels of operation, in particular those where we are paid based upon the volume of redetermination activities. The Federal public health emergency declaration has been extended through mid-October which will further delay the commencement of redeterminations. Accordingly, we do not expect recoveries in these contracts until fiscal year 2023. For the full fiscal year, we anticipate an operating margin between 10% and 11%.pandemic.

U.S. ~~Federal~~ Services ~~Segment~~

~~From technology solutions to program administration~~revenue and operations, our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. federal government agencies better deliver on their mission. This also includes appeals and assessments services, system and application development, IT modernization, and maintenance services. The segment also contains certain state-based assessments and appeals work that is part of the segment's heritage within the Medicare Appeals portfolio which continues to be managed within this segment. Benefiting from the Maximus Federal Consulting (formerly Attain Federal) platform, the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions with the acquisition of VES which manages the clinical evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs. The segment further supports clinical offerings in public health with new work supporting the U.S. federal government's COVID-19 response efforts. This included expanded work with the Centers for Disease Control and Prevention ("CDC") for their helpline and increased support for the IRS Wage and Investment Division's response efforts to general inquiries regarding the Coronavirus Aid Relief & Economic Security ("CARES") Act and Economic Impact Payment Service Plan.

~~Table of Contents~~

Table MD&A 7: U.S. Federal Services Segment - Financial Results
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(dollars in thousands)
Revenue $ 525,519 $ 617,601 $ 1,680,678 $ 1,352,982
Cost of revenue 401,316 461,825 1,314,746 1,040,577
Gross profit 124,203 155,776 365,932 312,405
Selling, general, and administrative expenses 69,466 69,647 203,340 172,877
Operating income 54,737 86,129 162,592 139,528
Gross profit percentage 23.6 % 25.2 % 21.8 % 23.1 %
Operating margin percentage 10.4 % 13.9 % 9.7 % 10.3 %

Table MD&A 8: U.S. Federal Services Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2022
Revenue Cost of Revenue Gross Profit
Amount % Change Amount % Change Amount % Change
(dollars in thousands)
Three Months Ended June 30, 2021 $ 617,601 $ 461,825 $ 155,776
Organic effect (235,221) (38.1) % (172,738) (37.4) % (62,483) (40.1) %
Acquired growth 143,139 23.2 % 112,229 24.3 % 30,910 19.8 %
Three Months Ended June 30, 2022 $ 525,519 (14.9) % $ 401,316 (13.1) % $ 124,203 (20.3) %

Table MD&A 9: U.S. Federal Services Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2022
Revenue Cost of Revenue Gross Profit
Amount % Change Amount % Change Amount % Change
(dollars in thousands)
Nine Months Ended June 30, 2021 $ 1,352,982 $ 1,040,577 $ 312,405
Organic effect (259,527) (19.2) % (167,028) (16.1) % (92,499) (29.6) %
Acquired growth 587,223 43.4 % 441,197 42.4 % 146,026 46.7 %
Nine Months Ended June 30, 2022 $ 1,680,678 24.2 % $ 1,314,746 26.3 % $ 365,932 17.1 %

Our results for the three months ended June 30, 2022 received the benefit of growth from VES, which we acquired in May 2021, and Aidvantage, which we acquired in October 2021. Our year-to-date results also include the benefit of the Attain acquisition, which was completed in March 2021.

The decline in our organic business is driven by a small number of large, pandemic-related contracts which ended in late 2021 or early 2022. These contracts resulted in approximately $24 million and $280 million of revenue for the three months ended June 30, 2022 and 2021, respectively. This short-term work was typically at higher margins than our standard services. We have also accepted a lower return on an existing contract in return for increased funding and anticipated future revenue.

~~Following a loss in the second quarter, Aidvantage returned to~~ profitability in the three months ended June 30, ~~2022. This~~2023, has ~~improved our quarterly~~received the benefit of new work and Medicaid eligibility redetermination work commencing.

Our profit margins ~~but still acts as a detriment on our margins over the first nine months of the year.~~

~~We anticipate operating margins between 10% and 11%~~ for the full fiscal year remain tempered, compared to fiscal year 2022, by the decline in higher-margin, pandemic related services.

This segment is expected to see the greater benefit from the resumption of Medicaid eligibility redeterminations. The nature and timing of the benefit is dependent on each states individual plans for the return of these services, but we continue to anticipate that services will have a greater contribution in the final quarter of the year. ~~These margins~~We anticipate a full year operating profit margin will be ~~tempered by an expected $8 million to $10 million of additional costs as we staff up VES to address additional volumes in fiscal year 2023.~~between 9% and 11%.

Outside the U.S. Segment

~~Table of Contents~~

Italy, Saudi Arabia, Singapore, South Korea, and ~~Sweden,~~UAE where we predominantly provide employment support and job seeker services.

Table MD&A 10: Outside the U.S. Segment - Financial Results
For the Three Months Ended For the Nine Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
(dollars in thousands)
Revenue $ 200,946 $ 189,581 $ 589,495 $ 525,885
Cost of revenue 189,063 158,315 537,405 432,977
Gross profit 11,883 31,266 52,090 92,908
Selling, general, and administrative expenses 23,101 22,973 68,452 65,018
Operating income/(loss) (11,218) 8,293 (16,362) 27,890
Gross profit percentage 5.9 % 16.5 % 8.8 % 17.7 %
Operating margin percentage (5.6) % 4.4 % (2.8) % 5.3 %

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Table MD&A 11: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2022
Revenue Cost of Revenue Gross Profit
Amount % Change Amount % Change Amount % Change
(dollars in thousands)
Three Months Ended June 30, 2021 $ 189,581 $ 158,315 $ 31,266
Organic effect 20,962 11.1 % 41,735 26.4 % (20,773) (66.4) %
Acquired growth 7,078 3.7 % 4,261 2.7 % 2,817 9.0 %
Currency effect compared to the prior period (16,675) (8.8) % (15,248) (9.6) % (1,427) (4.6) %
Three Months Ended June 30, 2022 $ 200,946 6.0 % $ 189,063 19.4 % $ 11,883 (62.0) %


Table MD&A 6: Outside the U.S. Segment - Financial Results
	For the Three Months Ended				For the Nine Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	(dollars in thousands)
Revenue	$	155,656	$	200,946	$	520,331	$	589,495
Cost of revenue	146,775		189,063		453,282		537,405
Gross profit	8,881		11,883		67,049		52,090
Selling, general, and administrative expenses	24,122		23,101		75,936		68,452
Operating loss	(15,241)		(11,218)		(8,887)		(16,362)
Gross profit percentage	5.7 %		5.9 %		12.9 %		8.8 %
Operating margin percentage	(9.8) %		(5.6) %		(1.7) %		(2.8) %


Table MD&A 12: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2022
Table MD&A 7: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2023														Table MD&A 7: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended June 30, 2023
		Revenue				Cost of Revenue				Gross Profit					Revenue				Cost of Revenue				Gross Profit
		Amount		% Change		Amount		% Change		Amount		% Change			Amount		% Change		Amount		% Change		Amount		% Change
		(dollars in thousands)													(dollars in thousands)
Nine Months Ended June 30, 2021		$	525,885			$	432,977			$	92,908
Three Months Ended June 30, 2022														Three Months Ended June 30, 2022	$	200,946			$	189,063			$	11,883
Organic effect	Organic effect	65,221		12.4	%	110,638		25.6	%	(45,417)		(48.9)	%	Organic effect	(33,270)		(16.6)	%	(29,644)		(15.7)	%	(3,626)		(30.5)	%
Disposal of businesses														Disposal of businesses	(9,097)		(4.5)	%	(9,474)		(5.0)	%	377		3.2	%
Acquired growth	Acquired growth	19,187		3.6	%	11,585		2.7	%	7,602		8.2	%	Acquired growth	731		0.4	%	354		0.2	%	377		3.2	%
Currency effect compared to the prior period	Currency effect compared to the prior period	$	(20,798)	(4.0)	%	$	(17,795)	(4.1)	%	(3,003)		(3.2)	%	Currency effect compared to the prior period	(3,654)		(1.8)	%	(3,524)		(1.9)	%	(130)		(1.1)	%
Nine Months Ended June 30, 2022		$	589,495	12.1	%	$	537,405	24.1	%	$	52,090	(43.9)	%
Three Months Ended June 30, 2023														Three Months Ended June 30, 2023	$	155,656	(22.5)	%	$	146,775	(22.4)	%	$	8,881	(25.3)	%

~~This segment experienced organic growth in revenue and costs, as well as acquired growth, during~~


Table MD&A 8: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Nine Months Ended June 30, 2023
	Revenue				Cost of Revenue				Gross Profit
	Amount		% Change		Amount		% Change		Amount		% Change
	(dollars in thousands)
Nine Months Ended June 30, 2022	$	589,495			$	537,405			$	52,090
Organic effect	(20,377)		(3.5)	%	(39,063)		(7.3)	%	18,686		35.9	%
Disposal of businesses	(12,552)		(2.1)	%	(12,817)		(2.4)	%	265		0.5	%
Acquired growth	4,179		0.7	%	2,297		0.4	%	1,882		3.6	%
Currency effect compared to the prior period	(40,414)		(6.9)	%	(34,540)		(6.4)	%	(5,874)		(11.3)	%
Nine Months Ended June 30, 2023	$	520,331	(11.7)	%	$	453,282	(15.7)	%	$	67,049	28.7	%

Our results for the three and nine months ended June 30, ~~2022. These~~2023, were ~~mitigated~~tempered by challenges within our welfare-to-work services, both at the macroeconomic level, where markets with low unemployment reduce the demand for our services, and at a contract level, where the reduction in scope of our Australian contract has reduced both revenue and profitability.

This segment also had revenue and margins tempered by slower ramping of a major new program, as well as challenges in achieving volumes in some of our employment programs as a result of low unemployment in our emerging markets.

In March 2023, we sold a small commercial practice in the United Kingdom and our employment operations in Sweden. Prospectively, we anticipate this will marginally improve our profit margins.

This segment also experienced declines in revenue and cost from currency movements, with the ~~values of the~~major currencies in which we ~~operate~~do business declining year-over-year against the ~~U.S.~~United States Dollar.

Fiscal year 2022 has seen revenue and cost growth from our United Kingdom business, where the Restart contract continued to ramp up. Whereas results in fiscal year 2021 included a significant revenue benefit from the recovery of our welfare-to-work contracts in Australia, this contract ended in June 2022 and we were awarded a significantly lower caseload for the follow-on contract. This resulted in reduced revenues for the three months ended June 30, 2022, as well as costs related to the ramping down of our existing case load, including severance. Profit margins were also tempered by a charge of $11.7 million related to a single large modernization contract. We anticipate that we will record a loss for this segment in the current fiscal year.

~~Acquired growth is from the Stirling, Connect Assist and BZB acquisitions.~~

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Much of our revenue ~~including that on the Restart contract,~~growth stems from our employment services ~~contracts. On many~~ contracts, where we are paid based upon our ability to place individuals in long-term sustained employment. We recognize revenue over our period of performance, using estimates of our ability to place people in work and the time that this will take can have significant effects on our revenue. Our estimates are based upon historical performance, where appropriate and available, and are constantly updated. This may result in volatility within revenue as changes in estimates of future ~~employment outcomes, which have become more volatile due~~performance impact the revenue recognized in any period.

We anticipate the segment will finish the year in a loss position. We are continuing our efforts to improve the ~~effects~~performance of this segment. As we establish our plans for fiscal year 2024 and beyond, the ~~COVID-19 pandemic, including those~~ actions ~~adopted by governments and employers. We update our estimates regularly based upon actual performance and updated expectations, but a sudden change in employment markets~~we consider may result in ~~significant fluctuations in our revenue.~~additional charges, including impairment of assets.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash ~~flows~~ from ~~operating activities,~~operations, and availability under our ~~credit facilities, including our $600 million~~ revolving credit ~~facility.~~facilities. As of June 30, ~~2022,~~2023, we had ~~$93.7~~$35.0 million in cash and cash equivalents. We believe that our current cash position, access to our ~~credit facility,~~revolving debt, and cash ~~flows~~flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund ~~share repurchases and any~~ required long-term debt ~~payments through the next several fiscal years.~~repayments, dividends and any share purchases we might choose to make. See ~~Note 7~~"Note 6. Debt and Derivatives" to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

Table MD&A 13: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Nine Months Ended
June 30, 2022 June 30, 2021
(in thousands)
Net cash provided by operating activities 169,776 246,659
Net cash used in investing activities (48,080) (1,811,606)
Net cash (used in)/provided by financing activities (163,272) 1,586,792
Effect of foreign exchange rates on cash and cash equivalents and restricted cash (4,369) 2,830
Net change in cash and cash equivalents and restricted cash $ (45,945) $ 24,675
During the first nine months of fiscal year 2023, we entered into a number of debt-related transactions.

•We entered into additional interest rate swaps, to bring the total balance of our credit facility subject to fixed rates to $650 million. This allows us greater opportunity to predict and manage our interest payments.

•We amended both our debt and the corresponding interest rate swaps to use interest rates based upon the Secured Overnight Financing Rate (SOFR), replacing the previous LIBOR basis.

•As part of the transition to SOFR, we took the opportunity to redeem some of our Term Loan B debt.

We have included the following table showing our debt balances as of June 30, 2023 and their effective interest rates.


Table MD&A 9: Balances and interest rates as of June 30, 2023
	June 30, 2023
	Carrying value		Effective cash interest rate	Interest rate basis
	(dollars in thousands)
Term Loan A - Unhedged	$	280,000	6.70%	Term SOFR reset monthly plus margin. (1)
Term Loan A - Hedged though May 2026	500,000		3.81%	Fixed rate of 2.31% plus margin. (1)
Term Loan A - Hedged through September 2024	150,000		5.98%	Fixed rate of 4.48% plus margin. (1)
Term Loan B	345,850		7.20%	Term SOFR (variable reset) plus 2% margin.
Revolver	39,000		6.69%	Term SOFR reset monthly plus margin. (1)
Debt held by international subsidiaries	3,321		5.48%	Floating rate, reset quarterly.
Debt Principal	$	1,318,171

(1) Applicable margin ranges between 1% and 2%, based on our leverage ratio.

Our effective cash interest rate reflects the drivers of our cash interest payments as of June 30, 2023, which can change based upon the reset of the rates. Including the amortization of the upfront payments, our effective interest rate as of June 30, 2023 is 5.9%.

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The below table summarizes our change in cash, cash equivalents, and restricted cash.


Table MD&A 10: Net Change in Cash and Cash Equivalents and Restricted Cash
	For the Nine Months Ended
	June 30, 2023		June 30, 2022
	(in thousands)
Operating activities:
Net cash provided by operating activities	$	169,751	$	169,776
Net cash used in investing activities	(49,739)		(48,080)
Net cash used in financing activities	(168,849)		(163,272)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash	3,735		(4,369)
Net change in cash and cash equivalents and restricted cash	$	(45,102)	$	(45,945)

Net Cash Provided By Operating Activities

Net cash provided by operating activities ~~decreased by $76.9~~was $169.8 million ~~for~~in the nine months ~~ended June 30, 2022, compared to nine months ended June 30, 2021. This decrease is primarily caused by~~of fiscal year 2023, which was consistent with the prior year notwithstanding the decline in ~~operating income~~net income. Our cash flows from operations received benefits from:

•increased revenue and ~~increased interest payments related~~improved collections, with our DSO declining from 62 days to ~~our credit facility.~~

~~Our Days Sales Outstanding ("DSO") as of June~~61 days between September 30, 2022 and ~~September~~June 30, ~~2021,~~2023; the corresponding movement in fiscal year 2022 was an increase of two days; and

•the timing of certain cash payments, including a reduction in income tax payments.

These benefits were ~~70 days~~partially offset by increased interest payment on our debt and ~~68 days, respectively. Approximately $80 million of outstanding receivables were collected~~an additional payroll cycle in ~~the first two business days of July.~~fiscal year 2023.

Net Cash Used In Investing Activities

~~The net~~Investing cash ~~used~~outflows in ~~investing activities was $48.1 million~~fiscal years 2023 and 2022 reflect acquisitions of property and equipment and investment in software. In fiscal year 2023, we received payments for the ~~nine months~~sale of our Swedish business and an installment payment on the sale of a small commercial practice in the United Kingdom.

Net Cash Used In Financing Activities

Net financing cash outflows reflect mandatory and early payments on our debt.

At September 30, 2022, our restricted cash balance was inflated by a large customer receivable of $60.7 million, which was paid to us after we had sold the balance to a third party, resulting in a financing cash inflow. During the period ended June 30, ~~2022. In addition~~2023, the payment was made and no similar timing differences existed as of June 30, 2023, resulting in a net cash outflow.

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the Credit Agreement). At June 30, 2023, we owed $1.31 billion under the Credit Agreement, with access to ~~capital expenditures,~~an additional $561 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2028, when the agreement ends, and must be renegotiated or the funds repaid.

The Credit Agreement contains a number of covenants with which we ~~made payments~~are expected to ~~acquire BZB~~comply. Failure to meet these requirements would result in a need to renegotiate the agreement or a requirement to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement.

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt, offset by up to $75 million of unrestricted cash (Consolidated Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step-up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and ~~Stirling,~~the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the leverage ratio increases.

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•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense, as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals and estimated synergies from acquisitions. As a ~~final payment for~~result, Consolidated EBITDA as defined by the ~~acquisition~~Credit Agreement may not be comparable to EBITDA or related or similarly-titled measures presented by other companies.

We have summarized below the components of ~~VES. The prior year comparative total includes payments for~~our two financial ratio calculations, including the ~~acquisitions~~components of ~~VES and Attain.~~

~~Net Cash (Used In)/Provided By Financing Activities~~

~~The $163.3 million cash used in financing activities during~~Consolidated EBITDA as defined by the ~~nine months ended~~Credit Agreement which are included within our financial statements. At June 30, ~~2022, includes $73.9 million for share repurchases, $51.8 million~~2023, we were in ~~dividend payments and $9.7 million~~compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction in ~~tax withholding payments for stock awards. We have made $28.0~~our ability to operate our business or to pay our dividends.


Table MD&A 11: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement
	For the Three Months Ended		For the Trailing Twelve Months Ended
	June 30, 2023		June 30, 2023
	(in thousands)
Net income	$	30,863	$	171,713
Adjustments:
Interest expense	21,026		79,729
Other expense, net	1,005		663
Provision for income taxes	5,494		58,089
Amortization of intangibles	23,431		93,113
Stock compensation expense	8,296		30,635
Acquisition-related expenses	1,587		2,909
Gain on sale of land and building	—		(11,046)
Loss on sale of businesses	—		883

Depreciation and amortization of property, equipment, and capitalized software	10,771		49,547
Pro forma and other adjustments permitted by our Credit Agreement	35,970		47,437
Consolidated EBITDA (as defined by our Credit Agreement)	$	138,443	$	523,672


Table MD&A 12: Consolidated Net Total Leverage Ratio
	For the Trailing Twelve Months Ended
	June 30, 2023
	(in thousands, except ratio data)
Funded Debt (as defined by our Credit Agreement)	$	1,318,171
Cash and cash equivalents up to $75 million	35,007
Consolidated Net Total Leverage (as defined by our Credit Agreement)	$	1,283,164

Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement)	2.45

Table of net repayments of debt related to the mandatory repayments on our U.S. credit facility and a mix of mandatory and voluntary payments related to our subsidiary debt. The prior year cash inflows include the proceeds from our new Credit Facility.Contents

With the acquisition of Aidvantage, we have incurred a liability to the seller based upon future performance, which we have estimated at $16.4 million. We expect these payments to be made through fiscal year 2024.


Table MD&A 13: Consolidated Net Interest Coverage Ratio
	For the Trailing Twelve Months Ended
	June 30, 2023
	(in thousands, except ratio data)
Consolidated EBITDA (as defined by our Credit Agreement)	$	523,672

Interest expense	79,729
Components of other income/expense, net allowed in ratio calculation	2,208

Consolidated Net Interest Expense (as defined by our Credit Agreement)	$	81,937

Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement)	6.39

Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the ~~U.S.~~United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the ~~U.S.~~

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United States.

Free Cash Flow ~~(Non-GAAP)~~


Table MD&A 14: Free Cash Flow (Non-GAAP)
Table MD&A 14: Free Cash Flow						Table MD&A 14: Free Cash Flow
		For the Nine Months Ended					For the Nine Months Ended
		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022
		(in thousands)					(in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	169,776	$	246,659	Net cash provided by operating activities	$	169,751	$	169,776
Purchases of property and equipment and capitalized software	Purchases of property and equipment and capitalized software	(35,936)		(32,133)		Purchases of property and equipment and capitalized software	(58,863)		(35,936)
Free cash flow (Non-GAAP)		$	133,840	$	214,526
Free cash flow						Free cash flow	$	110,888	$	133,840

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates, judgments, and assumptions that affect the amounts reported. Actual results could differ from those estimates. The ~~2021~~2022 Form 10-K, as filed with the SEC on November ~~18, 2021,~~22, 2022, includes a summary of critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues, or expenses during the three or nine months ended June 30, ~~2022.~~2023.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, cash flows from operating activities, net income, or earnings per share as measures of performance. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

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For the ~~nine~~three months ended June 30, ~~2022, 17%~~2023, 13% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology ~~which~~that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year. ~~We refer to this adjusted revenue on a "constant currency basis."~~

In recent years, we have made a number of acquisitions. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results excluding ~~results~~transactions from acquisitions or disposals, to our prior fiscal year results.

Our recent acquisitions have resulted in significant intangible assets which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that ~~allows them to compare operating activities excluding the effects of~~excludes the amortization of our intangible assets. Accordingly, we have calculated our operating profit, net income, and earnings per share, excluding the effect of the amortization of intangible assets. We have included athe following table showing our reconciliation of these income measures to their corresponding U.S. GAAP measures.


Table MD&A 15: Non-GAAP Adjusted Results Excluding Amortization of Intangible Assets
	For the Three Months Ended						For the Nine Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	(dollars in thousands, except per share data)
Operating income	$	58,388		$	54,557		$	195,670		$	211,374
Add back: Amortization of intangible assets	23,431			22,690			70,599			67,951
Adjusted operating income excluding amortization of intangible assets (Non-GAAP)	$	81,819		$	77,247		$	266,269		$	279,325
Adjusted operating income margin excluding amortization of intangible assets (Non-GAAP)	6.9		%	6.9		%	7.3		%	8.1		%

Net income	$	30,863		$	31,335		$	102,646		$	134,761
Add back: Amortization of intangible assets, net of tax	17,276			16,750			52,082			50,164
Adjusted net income excluding amortization of intangible assets (Non-GAAP)	$	48,139		$	48,085		$	154,728		$	184,925

Diluted earnings per share	$	0.50		$	0.51		$	1.67		$	2.17
Add back: Effect of amortization of intangible assets on diluted earnings per share	0.28			0.27			0.85			0.80
Adjusted diluted earnings per share excluding amortization of intangible assets (Non-GAAP)	$	0.78		$	0.78		$	2.52		$	2.97

In order to sustain our cash flows from operations, we regularly refresh our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology ~~which~~that combines operating cash flows and capital expenditures. We provide free cash flow to complement our statement of cash flows. Free cash flow shows the effects of ~~the Company's~~our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of cash flows from ~~operating activities~~operations to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements wish to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the period. Revenue per day for a quarter is determined by dividing total revenue by 91 days.

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As noted above, we have a $2.10 billion corporate credit facility. Our credit agreement includes the defined term Consolidated EBITDA and our calculation of Adjusted EBITDA conforms to the credit agreement definition. We believe our investors appreciate the opportunity to understand the possible restrictions which arise from our credit agreement.

•Adjusted EBITDA is also a useful measure of performance which focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation and amortization, and makes for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore the impacts of financing costs.

•~~The measure of Adjusted EBITA is a step in calculating Adjusted EBITDA and facilitates comparisons to similar businesses as it isolates the amortization effect of business combinations.~~

•Our corporate credit facility requires us to calculate Adjusted EBITDA on a pro forma basis, as though we had owned any significant acquired business for a full twelve months. Accordingly, we have included pro forma data for VES, Aidvantage, Connect Assist, BZB and Stirling in the table below. Our corporate credit facility also allows other adjustments to Adjusted EBITDA for the purposes of calculating our leverage ratio, including anticipated synergies from acquisitions and one-time costs.

~~We have provided a reconciliation from net income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA as shown below.~~

Table MD&A 15: Reconciliation of Net Income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA
For the Three
Months Ended For the Trailing Twelve
Months Ended
June 30, 2022 June 30, 2022
(in thousands)
Net income $ 31,335 $ 186,774
Adjustments:
Interest expense 10,791 40,562
Other expense, net 2,497 2,614
Provision for income taxes 9,934 49,601
Amortization of intangibles 22,690 88,590
Stock compensation expense 7,028 29,810
Acquisition-related expenses (1,957) 1,501
Adjusted EBITA - Non-GAAP measure 82,318 399,452
Depreciation and amortization of property, equipment, and capitalized software 8,676 42,572
Adjusted EBITDA - Non-GAAP measure 90,994 442,024
Pro forma adjusted EBITDA related to acquisitions - Non-GAAP measure — 8,709
Other pro forma adjustments permitted by our debt agreement $ 23,163 $ 38,272
Pro forma adjusted EBITDA - Non-GAAP measure $ 114,157 $ 489,005

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, and counterparty risk. We use derivative instruments to manage selected interest rate exposures. The Company's market rate risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on the ~~2021~~2022 Form 10-K, as filed with the SEC on November ~~18, 2021,~~22, 2022, have not changed materially during the nine month period ended June 30, ~~2022.~~2023.

Item 4. Controls and Procedures

~~Management's~~ Evaluation of Disclosure Controls and ~~Procedures.~~ ~~The Company maintains disclosure controls~~Procedures

Our management, with the participation of our principal executive officer and procedures designed to ensure that information required to be disclosed in its periodic filings under the Securities Exchange Act of 1934 ("Exchange Act"), including this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management on a timely basis to allow decisions about required disclosure. Management, including the Company's Chief Executive Officer and Chief Financial Officer,principal financial officer, has evaluated the effectiveness of the design and operation of ~~Maximus'~~our disclosure controls and procedures (as defined ~~under~~in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the ~~Exchange Act) as of June 30, 2022.~~

~~Maximus carried out the evaluation~~end of the ~~effectiveness of its disclosure controls and procedures, required~~period covered by ~~paragraph (b) of Exchange Act Rules 13a-15 and 15d-15, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer.~~this Quarterly Report on Form 10-Q. Based ~~upon~~on this evaluation, ~~the Chief Executive Officer~~our principal executive officer and ~~Chief Financial Officer~~principal financial officer concluded that ~~the Company's~~these disclosure controls and procedures were effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as ~~of June 30, 2022.~~appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial ~~Reporting.~~Reporting

There ~~were~~was no ~~changes~~change in ~~the Company's~~our internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) ofand 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during ~~the three months ended June 30, 2022,~~our last fiscal quarter that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, ~~the Company's~~our internal control over financial reporting.

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PART II - ~~OTHER INFORMATION~~Other Information

Item 1. Legal Proceedings

Refer to our disclosures included in "Note ~~13.~~11. Commitments and Contingencies" included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

~~There~~Our systems and networks are and have been subject to cybersecurity breaches.

We are a trusted provider to government and other clients of critical health and human services that rely heavily upon technology systems, software, and networks to receive, input, maintain, and communicate participant and client data. The risk of a security breach, system disruption, ransom-ware attack, or similar cyber-attack or intrusion, including by computer hackers, cyber terrorists, or foreign governments, is persistent and substantial as the volume, intensity, and sophistication of attempted attacks, intrusions and threats from around the world increase daily. If our systems or networks are compromised, we could be adversely affected by losing confidential or protected information of program participants and clients or by facing a demand for ransom to restore access to such information. The loss, theft, or improper disclosure of that information could subject us to sanctions under the relevant laws, breach of contract claims, contract termination, class action, or individual lawsuits from affected parties, negative press articles, reputational damage, and a loss of confidence from our government clients, all of which could adversely affect our existing business, future opportunities, and financial condition. Additionally, if our internal networks were compromised, we could suffer the loss of proprietary, trade secret, or confidential technical and financial data. That could make us less competitive in the marketplace and adversely affect our existing business, future opportunities, and financial condition.

We have experienced cybersecurity incidents in the past which were immaterial, and in the third quarter of fiscal year 2023, we experienced a material cybersecurity incident as the personal information of a significant number of individuals was accessed by an unauthorized third party by exploiting a vulnerability in a file transfer application used by many organizations, including us. We have recorded expenses in connection with the investigation and remediation activities related to this incident but we are unable to predict other potential liabilities or consequences that may arise from this incident. Despite our remediation efforts, we may continue to experience cybersecurity incidents in the future.

Except as set forth above, there were no material changes during the nine months ended June 30, ~~2022,~~2023, to the risk factors previously disclosed in the ~~2021~~2022 Form 10-K, as filed with the SEC on November ~~18, 2021.~~22, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)None.

(c)~~Under a resolution adopted in March 2020, the Board of Directors authorized the purchase, at management's discretion, of up to $200.0 million of our common stock.~~None.

Common Stock Purchase Activity During the Three Months Ended June 30, 2022
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs
(in thousands, except per share data)
April 1 - April 30, 2022 189,631 74.65 189,631 $ 106,705
May 1 - May 30, 2022 337,579 69.10 337,579 $ 83,388
June 1 - June 30, 2022 178,600 59.38 178,600 $ 72,833
Total 705,810 $ 68.01 705,810

Item 3. Defaults Upon Senior Securities

(a)None.

(b)None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)None.

(b)None.

(c)During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit
No.

Description of Exhibit

31.1

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer ~~and~~pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data ~~File.~~File (formatted as Inline XBRL tags and contained in Exhibit 101).



v			Filed herewith.
Φ			Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Maximus, Inc.

	/s/ Bruce L. Caswell	August ~~4, 2022~~3, 2023
By:	Bruce L. Caswell
	President and Chief Executive Officer
	(Principal Executive Officer)

	/s/ ~~David.~~David W. Mutryn	August ~~4, 2022~~3, 2023
By:	David W. Mutryn
	Chief Financial Officer
	(Principal Financial Officer)

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	June 30, 2022		September 30, 2021
	(unaudited)
	(in thousands)
Assets:
Cash and cash equivalents	$	93,748	$	135,061
Accounts receivable, net	868,010		834,819
Income taxes receivable	15,608		5,413
Prepaid expenses and other current assets	94,218		104,201
Total current assets	1,071,584		1,079,494
Property and equipment, net	55,908		62,627
Capitalized software, net	48,478		42,868
Operating lease right-of-use assets	143,545		179,349
Goodwill	1,783,870		1,774,406
Intangible assets, net	829,179		879,168
Deferred contract costs, net	43,723		36,486
Deferred compensation plan assets	38,729		46,738
Deferred income taxes	4,776		990
Other assets	38,131		16,839
Total assets	$	4,057,923	$	4,118,965
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	259,016	$	305,565
Accrued compensation and benefits	182,434		186,809
Deferred revenue, current portion	106,797		98,588
Income taxes payable	4,071		6,782
Long-term debt, current portion	59,698		80,555
Operating lease liabilities, current portion	67,680		76,077
Other current liabilities	50,510		35,057
Total current liabilities	730,206		789,433
Deferred revenue, non-current portion	23,518		35,932
Deferred income taxes	196,691		194,638
Long-term debt, non-current portion	1,423,276		1,429,137
Deferred compensation plan liabilities, non-current portion	39,006		47,405
Operating lease liabilities, non-current portion	93,035		121,771
Other liabilities	30,629		20,320
Total liabilities	2,536,361		2,638,636
Commitments and contingencies (Note 13)	0		0
Shareholders' equity:
Common stock, no par value; 100,000 shares authorized; 60,904 and 61,954 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively (shares in thousands)	557,656		532,411
Accumulated other comprehensive loss	(31,991)		(39,908)
Retained earnings	995,897		987,826
Total shareholders' equity	1,521,562		1,480,329
Total liabilities and shareholders' equity	$	4,057,923	$	4,118,965


Table 4.3: Revenue by Geography
	For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
	Amount		%	Amount		%	Amount		%	Amount		%
	(dollars in thousands)
United States	$	924,839	82.2 %	$	1,053,940	84.8 %	$	2,864,492	83.0 %	$	2,622,469	83.3 %
United Kingdom	109,776		9.7 %	74,109		6.0 %	303,481		8.8 %	211,777		6.7 %
Australia	43,594		3.9 %	65,283		5.2 %	143,078		4.1 %	192,161		6.1 %
Rest of world	47,576		4.2 %	50,188		4.0 %	142,936		4.1 %	121,947		3.9 %
Total revenue	$	1,125,785		$	1,243,520		$	3,453,987		$	3,148,354


Table 6.1: VES Valuation
	Allocation of Assets and Liabilities as of September 30, 2021		Adjustments		Allocation of Assets and Liabilities as of June 30, 2022
	(in thousands)
Consideration paid:


Cash consideration, net of cash acquired	$	1,364,866	$	5,765	$	1,370,631
Assets acquired:
Accounts receivable - billed, billable and unbilled	$	44,078	$	—	$	44,078
Prepaid expenses and other current assets	7,955		—		7,955
Property and equipment, net	9,113		(1,092)		8,021
Operating lease right-of-use assets	18,898		—		18,898
Intangible assets	664,000		��		664,000
Other assets	7,166		—		7,166
Total identifiable assets acquired	751,210		(1,092)		750,118
Liabilities assumed:
Accounts payable and accrued compensation	42,182		1,804		43,986
Operating lease liabilities	18,898		—		18,898
Income taxes payable, current	5,673		—		5,673
Deferred income taxes	171,497		(474)		171,023
Other long-term liabilities	12,270		—		12,270
Total identifiable liabilities assumed	250,520		1,330		251,850
Net identifiable assets acquired	500,690		(2,422)		498,268
Goodwill	864,176		8,187		872,363
Net assets acquired	$	1,364,866	$	5,765	$	1,370,631


Table 7.1: Details of Debt
	June 30, 2022		September 30, 2021
	(in thousands)
Term Loan A, due 2026	$	1,045,000	$	1,086,250
Term Loan B, due 2028	396,000		399,000
Subsidiary loan agreements	3,645		38,281
Revolver	50,000		—
Total debt principal	1,494,645		1,523,531
Less: Unamortized debt-issuance costs and discounts	(11,671)		(13,839)
Total debt	1,482,974		1,509,692
Less: Current portion of long-term debt	(59,698)		(80,555)
Long-term debt	$	1,423,276	$	1,429,137


Table 7.4: Gains on Derivatives
	For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
	(in thousands)
Net gains/(losses) recognized in AOCI on derivatives, net of tax (1)	$	2,904	$	(1,062)	$	15,306	$	(1,062)
Amounts reclassified to earnings from accumulated other comprehensive loss (2)	138		—		1,110		—
Net current period other comprehensive income	$	3,042	$	(1,062)	$	16,416	$	(1,062)


Table 8.1: Fair Value Measurements
	As of June 30, 2022
	Level 1		Level 2		Level 3		Balance
	(in thousands)
Assets:
Deferred compensation assets - Rabbi Trust	$	23,970	$	—	$	—	$	23,970
Interest rate swap	—		21,864		—		21,864
Total assets	$	23,970	$	21,864	$	—	$	45,834
Liabilities:
Contingent consideration	$	—	$	—	$	18,892	$	18,892
Total liabilities	$	—	$	—	$	18,892	$	18,892


Table 9: Stock Purchase Activity
	For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
	(in thousands, except per share data)
Amount paid for shares repurchased	$	48,021	$	—	$	73,864	$	3,363
Number of shares repurchased	706		—		1,054		52
Average per share price paid	$	68.01	$	—	$	70.07	$	64.98


Table MD&A 4: Changes in Amortization of Intangible Assets Expense for Three and Nine Months Ended June 30, 2022
	For the Three Months Ended June 30, 2022		For the Nine Months Ended June 30, 2022
	Dollars		Dollars
	(dollars in thousands)
Period Ending June 30, 2021	$	12,132	$	23,718
VES acquisition	9,249		36,916
Attain acquisition	—		4,375
Aidvantage acquisition	1,858		5,574
Other 2022 acquisitions	296		609
CQA contract	—		(2,313)
Other, including foreign exchange	(845)		(928)
Period Ending June 30, 2022	$	22,690	$	67,951


Common Stock Purchase Activity During the Three Months Ended June 30, 2022
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs	Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs
	(in thousands, except per share data)
April 1 - April 30, 2022	189,631	74.65		189,631	$	106,705
May 1 - May 30, 2022	337,579	69.10		337,579	$	83,388
June 1 - June 30, 2022	178,600	59.38		178,600	$	72,833
Total	705,810	$	68.01	705,810