Business combinations | Business Combinations VES Group, Inc. (VES) On May 28, 2021, we acquired all of VES for an estimated cash purchase price of $1.37 billion (the Acquisition). The final purchase price is subject to adjustment and is expected to be finalized during our fourth fiscal quarter of 2021. This business was integrated into our U.S. Federal Services Segment and is expected to increase revenue attributable to providing independent and conflict-free clinical business process outsourcing (BPO) services at scale. The Acquisition also supports our ongoing strategic priority of expansion into the U.S. Federal market and creates new opportunities to apply digital solutions to improve citizen services. We entered into a new credit agreement to fund the Acquisition. See "Note 6 - Debt" for further details. The results of operations for VES are included in the consolidated results of Maximus, Inc. starting May 28, 2021. At this time, we are in the process of finalizing the purchase price and the valuation of all acquired assets and assumed liabilities. The balances below represent our best estimate and are subject to change: (in thousands) Estimated Fair Value of Assets and Liabilities Cash consideration paid, net of cash acquired $ 1,360,231 Estimated additional cash payments 7,494 Estimated cash consideration, net of cash acquired $ 1,367,725 Accounts receivable - billed, billable and unbilled $ 44,078 Prepaid expenses and other current assets 13,911 Property and equipment, net 9,113 Operating lease right-of-use assets 18,898 Intangible assets 664,000 Other assets 12,816 Total identifiable assets acquired 762,816 Accounts payable and accrued compensation 42,978 Operating lease liabilities 18,898 Income taxes payable 6,196 Deferred income taxes 177,626 Other long-term liabilities 6,667 Net identifiable assets acquired 510,451 Goodwill 857,274 Net assets acquired $ 1,367,725 Goodwill represents the value of the assembled workforce and the enhanced knowledge, capabilities, and qualifications held by the business. This goodwill balance is not expected to be deductible for tax purposes. Our evaluation of the intangible assets acquired with VES has identified three 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 United States Federal Government. These were valued using the excess earnings method, which required us to utilize estimated future revenues and earnings from contracts. • 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, 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. • 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 arms' length royalty rate that a third-party provider might use to supply this service. A summary of the asset values and asset lives is as follows: (in thousands) Estimated Straight-Line Useful Life Estimated Fair Value Customer contracts and relationships 12 years $ 580,000 Provider network 12 years 57,000 Technology-based intangible assets 14 years 27,000 Total intangible assets $ 664,000 In connection with certain liabilities acquired in the VES acquisition, we have established a liability of $12.0 million for a billing dispute between VES and its customer relating to prior year billings. Our exposure is partially offset by an indemnification asset of $6.0 million. In the event that this dispute is settled for less than $6.0 million, we will return the indemnification asset to the sellers (as well as any difference between the settlement amount and $6.0 million). In the event that the settlement exceeds $6.0 million, we are entitled to utilize the indemnification asset, and if the settlement exceeds $12.0 million, pursue other recourse permitted under the purchase agreement. At this time $12.0 million remains our best estimate of this liability. In addition, we have established a tax liability of $11.8 million for uncertain tax positions within VES, partially offset by another indemnification asset of $6.7 million. Both indemnification assets are secured in third party escrow accounts and we have recourse to other funds in the event these contingencies exceed the escrow balances. From the acquisition date of May 28, 2021 through June 30, 2021, the acquired business contributed revenue of $45.8 million and gross profit of $19.5 million. Amortization of intangible assets for the period through June 30, 2021 was $4.6 million. The Federal division of Attain, LLC (Attain) On March 1, 2021, we acquired all of Attain for a cash purchase price of $419.1 million. This business was integrated into our U.S. Federal Services Segment and is expected to strengthen our position to further design, develop, and deliver more innovative, impactful solutions and drive automation of processes to improve citizen engagement and the delivery of critical federal programs, as well as expand our presence in the U.S. Federal market. We utilized borrowings on the credit facility we had in place at the time, as well as cash on our balance sheet to fund the acquisition. The results of operations for Attain are included in our results from March 1, 2021. We are in the process of finalizing the valuation as of March 1, 2021, of all acquired assets and assumed liabilities and, accordingly, the balances below represent our best estimate and are subject to change: (in thousands) Estimated fair value of assets and liabilities at acquisition date as of March 31, 2021 Adjustments Estimated fair value of assets and liabilities at acquisition date as of June 30, 2021 Cash consideration, net of cash acquired $ 419,864 $ (767) $ 419,097 Accounts receivable - billed, billable and unbilled $ 39,274 $ 101 $ 39,375 Prepaid expenses and other current assets 1,336 (410) 926 Property and equipment, net 703 (703) — Operating lease right-of-use assets 25,089 (129) 24,960 Other assets 84 (10) 74 Intangible assets 105,000 — 105,000 Total identifiable assets acquired 171,486 (1,151) 170,335 Accounts payable and other liabilities 28,301 562 28,863 Operating lease liabilities, less current portion 26,786 (385) 26,401 Net identifiable assets acquired 116,399 (1,328) 115,071 Goodwill 303,465 561 304,026 Net assets acquired $ 419,864 $ (767) $ 419,097 Goodwill represents the value of the assembled workforce and the enhanced knowledge, capabilities, and qualifications held by the business. This goodwill balance is expected to be deductible for tax purposes. The intangible assets acquired represent customer relationships. We estimated this balance using the excess earnings method (which is a Level 3 measurement within the ASC 820 fair value hierarchy) and used a number of estimates, including expected future earnings from the acquired business and an appropriate expected rate of return. We have assumed a useful economic life of ten years, representing our expectation of the period over which we will receive the benefit. During the three and nine months ended June 30, 2021, the acquired business contributed revenue of $56.4 million and $74.8 million, respectively, and gross profit of $13.2 million and $17.1 million, respectively. VES and Attain The following table presents certain pro forma results for the three and nine months ended June 30, 2021 and 2020 and the twelve months ended June 30, 2021, as though the acquisitions of both VES and Attain had occurred on October 1, 2019. The twelve month information is consistent with that utilized in our debt covenant calculations. This pro forma information is presented for information purposes only and is not necessarily indicative of the results if the acquisition had taken place on that date. The pro forma results below eliminate intercompany transactions, include amortization charges for acquired intangible assets, and estimates of interest expense based upon our total estimated borrowings, eliminate pre-acquisition transaction costs and reflect corresponding changes in our provision for income taxes. Acquisition related costs incurred by Maximus, VES and Attain have been excluded in the following pro forma results. These costs were $8.8 million, $52.2 million and $0.3 million, respectively. Unaudited pro forma results Three Months Nine Months Trailing Twelve Months Ended June 30, (in thousands, except per share amounts) 2021 2020 2021 2020 2021 Revenue $ 1,335,780 $ 996,462 $ 3,566,466 $ 2,934,920 $ 4,645,540 Cost of revenue 1,004,523 787,189 2,679,170 2,283,589 3,503,074 Gross profit 331,257 209,273 887,296 651,331 1,142,466 Selling, general, and administrative expenses 151,321 110,754 425,062 360,370 551,143 Amortization of intangible assets 21,301 25,090 63,856 75,868 88,586 Operating income 158,635 73,429 398,378 215,093 502,737 Interest expense 8,701 9,423 26,715 28,528 36,426 Other (expense)/income, net (7,320) (2,126) (10,401) (11,755) (11,437) Income before income taxes 142,614 61,880 361,262 174,810 454,874 Provision for income taxes 37,123 15,549 94,735 38,897 120,248 Net income $ 105,491 $ 46,331 $ 266,527 $ 135,913 $ 334,626 Basic earnings per share $ 1.70 $ 0.75 $ 4.30 $ 2.14 $ 5.40 Diluted earnings per share $ 1.69 $ 0.75 $ 4.28 $ 2.13 $ 5.37 Dividends declared per share $ 0.28 $ 0.28 $ 0.84 $ 0.84 $ 1.12 Weighted average shares outstanding: Basic 62,064 61,882 62,028 63,463 62,001 Diluted 62,453 62,102 62,300 63,666 62,285 Other acquisitions On February 28, 2020, we acquired 100% of the share capital of InjuryNet Australia Pty Limited (InjuryNet) for a purchase price of $4.4 million ($6.7 million Australian Dollars), which included acquisition-related contingent consideration of $2.1 million ($3.1 million Australian Dollars) based upon future earnings. InjuryNet provides workplace medical services in Australia. The business was integrated into our Outside the U.S. Segment. We have completed our assessment of all acquired assets and liabilities assumed. We recorded estimated goodwill and intangible assets of $2.6 million and $0.9 million, respectively, related to the acquisition. On August 21, 2020, we acquired 100% of the share capital of Index Root Korea Co. Ltd (Index Root) for an estimated purchase price of $5.4 million (6.3 billion South Korean Won), which includes acquisition-related contingent consideration estimated at $0.9 million (1.1 billion South Korean Won) based upon future earnings. We acquired Index Root to expand our geographic presence to South Korea. The business was integrated into our Outside the U.S. Segment. We have completed our assessment of all acquired assets and liabilities assumed. We recorded estimated goodwill and intangible assets of $4.6 million and $1.4 million, respectively, related to the acquisition. During the second quarter of fiscal year 2021, we concluded that payment of the contingent consideration was unlikely and, accordingly, a benefit of $1.0 million was recorded within our acquisition expenses. Changes in goodwill for the nine months ended June 30, 2021, were as follows: (in thousands) U.S. Services U.S. Federal Services Outside the U.S Total Balance as of September 30, 2020 $ 164,472 $ 381,719 $ 46,938 $ 593,129 Estimated effects of acquisitions — 1,161,300 623 1,161,923 Foreign currency translation — — 2,743 2,743 Balance as of June 30, 2021 $ 164,472 $ 1,543,019 $ 50,304 $ 1,757,795 There have been no impairment charges to our goodwill. The following table sets forth the components of intangible assets (in thousands): As of June 30, 2021 As of September 30, 2020 (in thousands) Cost Accumulated Intangible Cost Accumulated Intangible Customer contracts and relationships $ 921,023 $ 112,546 $ 808,477 $ 235,287 $ 90,302 $ 144,985 VES Provider network 57,000 396 56,604 — — — Technology-based intangible assets 32,400 4,994 27,406 5,631 4,723 908 Trademarks and trade names 4,516 4,516 — 4,479 4,479 — Total $ 1,014,939 $ 122,452 $ 892,487 $ 245,397 $ 99,504 $ 145,893 As of June 30, 2021, our intangible assets have a weighted average remaining life of 11.2 years, comprising 11.2 years for customer contracts and relationships, 11.9 years for the provider network and 13.7 years for technology-based intangible assets. The estimated future amortization expense for the next five years for the intangible assets held by the Company as of June 30, 2021 is shown below. As noted above, we have not yet completed our assessment of the valuation of the intangible assets acquired with VES and Attain. These future amortization expenses represent our best estimate of future costs. (In thousands) Estimated Future Amortization Expense Year ended September 30, 2021, Remainder of year $ 20,518 Year ended September 30, 2022 82,025 Year ended September 30, 2023 82,009 Year ended September 30, 2024 81,885 Year ended September 30, 2025 81,678 Year ended September 30, 2026 81,551 |