The Company | The Acquired Business [3a] | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||||
Revenue | $ | 2,392,236 | $ | 666,065 | $ | (41,478 | ) | [3b] | $ | 3,016,823 | ||||||||||
Cost of revenue | 1,797,851 | 581,218 | (42,379 | ) | [3b] | 2,336,249 | ||||||||||||||
(441 | ) | [3c] | ||||||||||||||||||
Gross profit | 594,385 | 84,847 | 1,342 | 680,574 | ||||||||||||||||
Selling, general and administrative expenses | 285,241 | 56,495 | (547 | ) | [3d] | 341,189 | ||||||||||||||
Amortization of intangible assets | 10,308 | 2,019 | (2,019 | ) | [3e] | 34,628 | ||||||||||||||
24,320 | [3f] | 1 | ||||||||||||||||||
Restructuring costs | 3,353 | — | — | 3,353 | ||||||||||||||||
Operating income | 295,483 | 26,333 | (20,412 | ) | 301,404 | |||||||||||||||
Interest expense | 1,000 | — | 3,862 | [3g] | 4,862 | |||||||||||||||
Other income, net | 4,726 | — | (2,529 | ) | [3h] | 2,197 | ||||||||||||||
Income/(loss) before income taxes | 299,209 | 26,333 | (26,803 | ) | 298,739 | |||||||||||||||
Provision for income taxes | 78,393 | 5,072 | (5,211 | ) | [3i] | 78,254 | ||||||||||||||
Net income/(loss) | 220,816 | 21,261 | (21,592 | ) | 220,485 | |||||||||||||||
Loss attributable to noncontrolling interests | 65 | — | — | 65 | ||||||||||||||||
Net income attributable to MAXIMUS | $ | 220,751 | $ | 21,261 | $ | (21,592 | ) | $ | 220,420 | |||||||||||
Basic earnings per share attributable to MAXIMUS | $ | 3.37 | $ | 3.37 | [3j] | |||||||||||||||
Diluted earnings per share attributable to MAXIMUS | $ | 3.35 | $ | 3.34 | [3j] | |||||||||||||||
Weighted average shares outstanding | ||||||||||||||||||||
Basic | 65,501 | 65,501 | ||||||||||||||||||
Diluted | 65,932 | 65,932 |
The Company | The Acquired Business [4a] | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
ASSETS | ||||||||||||||||||
Current assets: | ||||||||||||||||||
Cash and cash equivalents | $ | 349,245 | $ | — | $ | 150,000 | [4b] | $ | 114,126 | |||||||||
(382,662 | ) | [4c] | ||||||||||||||||
(2,457 | ) | [4d] | ||||||||||||||||
Short-term investments | 20,264 | — | — | 20,264 | ||||||||||||||
Accounts receivable — billed and billable | 357,613 | 46,951 | 21,710 | [4e] | 419,557 | |||||||||||||
(6,717 | ) | [4f] | ||||||||||||||||
Accounts receivable — unbilled | 31,536 | 48,113 | (21,710 | ) | [4e] | 57,506 | ||||||||||||
(433 | ) | [4f] | ||||||||||||||||
Income taxes receivable | 5,979 | — | — | 5,979 | ||||||||||||||
Prepaid expenses and other current assets | 43,995 | 868 | — | 44,863 | ||||||||||||||
Total current assets | 808,632 | 95,932 | (242,269 | ) | 662,295 | |||||||||||||
Property and equipment, net | 77,544 | 7,446 | — | 84,990 | ||||||||||||||
Capitalized software, net | 22,429 | — | 22,429 | |||||||||||||||
Goodwill | 399,882 | 76,389 | 139,131 | [4g] | 615,402 | |||||||||||||
Intangible assets, net | 88,035 | — | 95,200 | [4h] | 183,235 | |||||||||||||
Deferred contract costs, net | 14,380 | — | — | 14,380 | ||||||||||||||
Deferred compensation plan assets | 34,305 | — | — | 34,305 | ||||||||||||||
Deferred income taxes | 6,834 | — | — | 6,834 | ||||||||||||||
Other assets | 9,959 | 104 | (2,531 | ) | [4f] | 7,532 | ||||||||||||
Total assets | $ | 1,462,000 | $ | 179,871 | $ | (10,469 | ) | $ | 1,631,402 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||
Accounts payable and accrued liabilities | $ | 114,378 | $ | 5,458 | $ | (5,335 | ) | [4f] | $ | 114,501 | ||||||||
Accrued compensation and benefits | 95,555 | 21,261 | — | 116,816 | ||||||||||||||
Deferred revenue | 51,182 | — | — | 51,182 | ||||||||||||||
Income taxes payable | 4,438 | — | — | 4,438 | ||||||||||||||
Other liabilities | 11,896 | 475 | — | 12,371 | ||||||||||||||
Total current liabilities | 277,449 | 27,194 | (5,335 | ) | 299,308 | |||||||||||||
Deferred revenue, less current portion | 20,394 | — | — | 20,394 | ||||||||||||||
Deferred income taxes | 26,377 | 1,365 | (1,365 | ) | [4i] | 26,377 | ||||||||||||
Deferred compensation plan liabilities | 33,497 | — | — | 33,497 | ||||||||||||||
Long-term debt, less current portion | — | — | 150,000 | [4b] | 150,000 | |||||||||||||
Other liabilities | 17,864 | 476 | (476 | ) | [4j] | 17,864 | ||||||||||||
Total liabilities | 375,581 | 29,035 | 142,824 | 547,440 | ||||||||||||||
Total equity | 1,086,419 | 150,836 | (2,457 | ) | [4d] | 1,083,962 | ||||||||||||
(150,836 | ) | [4k] | ||||||||||||||||
Total liabilities and equity | $ | 1,462,000 | $ | 179,871 | $ | (10,469 | ) | $ | 1,631,402 |
The Company | The Acquired Business [3a] | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||||
Net income attributable to MAXIMUS | $ | 220,751 | $ | 21,261 | $ | (21,592 | ) | $ | 220,420 | |||||||||||
Interest expense | (2,591 | ) | — | 6,391 | 3,800 | |||||||||||||||
Provision for income taxes | 78,393 | 5,072 | (5,211 | ) | 78,254 | |||||||||||||||
Amortization of intangible assets | 10,308 | 2,019 | 22,301 | 34,628 | ||||||||||||||||
Stock compensation expense | 20,238 | 5,653 | — | 25,891 | ||||||||||||||||
Acquisition-related expenses | 947 | — | (547 | ) | 400 | |||||||||||||||
Depreciation and amortization of property, plant, equipment and capitalized software | 51,884 | 1,603 | — | 53,487 | ||||||||||||||||
Adjusted EBITDA | 379,930 | 35,608 | 1,342 | 416,880 |
Dollars in thousands | Allocation of estimated purchase price as of September 30, 2018 (Unaudited) | ||
Total cash paid | $ | 382,662 | |
Net working capital balances, excluding balances with the Company | $ | 63,524 | |
Property and equipment | 7,446 | ||
Other assets | 972 | ||
Intangible assets — customer relationships | 95,200 | ||
Net identifiable assets acquired | 167,142 | ||
Goodwill | 215,520 | ||
Net assets acquired | $ | 382,662 |
a. | The results of the Acquired Business have been prepared using financial reports provided by the seller of the Acquired Business; we combined the results of the Acquired Business for the year ended December 31, 2017, and the results for the nine months ended September 30, 2018, and subtracted the results of the nine months ended October 1, 2017. |
b. | Prior to the Acquisition, the Company and the Acquired Business provided services to each other as subcontractors. In each case, the subcontractor would report revenue, which would be reported as cost of revenue by the other party. This adjustment eliminates these transactions, which would be treated as inter-company transactions within a consolidated entity. The eliminated revenue and cost of revenue do not match due to differences in respective accounting treatment. |
c. | Prior to the Acquisition, the Acquired Business would have recognized lease rent expense on a straight-line basis with a liability established where expenses exceeded cash payments made. At the Acquisition Date, the lease liability will be eliminated and a new straight-line expense established based upon lease rental expenses between the Acquisition Date and the end of each lease. This adjustment reflects the changes in rent expense which would have been recorded by the consolidated entity. |
d. | This adjustment eliminates expenses incurred by the Company directly relating to the Acquisition during the year ended September 30, 2018. |
e. | This adjustment eliminates the Acquired Business' historical amortization expense for acquired intangible assets. |
f. | This adjustment reflects the estimated intangible asset amortization expense for acquired intangible assets. We estimate that we have acquired $95.2 million of customer relationships. Although most of the customer relationships acquired will provide value over many years, we expect to receive much of the benefit from the customer relationship related to the United States decennial census over a shorter period. Accordingly, we will treat the intangible asset as two separate components with differing asset lives. This will result in an annual expense of $24.3 million for the first two years following the Acquisition Date. |
(dollars in thousands) | Useful life | Fair value | ||||
Customer relationships - all contracts except U.S. Census | 10 years | $ | 58,200 | |||
Customer relationships - U.S. Census | 2 years | 37,000 | ||||
Total intangible assets | 95,200 |
g. | This adjustment reflects the assumed interest expense associated with the borrowings on the Company's revolving credit facility. On the Acquisition Date, we borrowed $150 million at a floating rate of one-month LIBOR plus 1%. Our interest rate is reset each month, based upon the prevailing LIBOR two days prior to the beginning of the month. Interest expense has been assumed based upon an assumed borrowing of $150 million for the full year. |
h. | This adjustment reflects the removal of the Company's United States-based interest income in fiscal year 2018. This interest income was derived from our surplus cash, which would have been used to fund the Acquisition. |
i. | This adjustment reflects the assumed tax effect of the addition of the Acquired Business to the Company. These adjustments are based upon the prevailing tax rates experienced by the Company through the year ended September 30, 2018. This included the effect of the passage, in December 2017, of the Tax Cuts and Jobs Act in the United States of America. |
j. | The earnings per share calculations have been adjusted to reflect the pro forma transactions outlined above. |
a. | The balance sheet of the Acquired Business has been prepared based upon financial reports provided by the seller of the Acquired Business. |
b. | This adjustment reflects cash borrowings of $150 million on the revolving credit facility required to complete the acquisition. |
c. | Based upon the working capital of the Acquired Business at September 30, 2018, the acquisition price would have been $382.7 million. This adjustment reflects the cash that would have been used to acquire the business had the transaction occurred on this date. On the Acquisition Date, the working capital balance was significantly higher, owing primarily to the impacts of seasonality and the timing of collections of accounts receivable balances. |
d. | This adjustment reflects estimated transaction costs incurred by the Company. These payments were incurred between September 30, 2018, and the Acquisition Date. |
e. | This adjustment conforms the presentation of billable receivables shown in the Acquired Business' balance sheet as "unbilled" and in the Company's balance sheet as "billed and billable." |
f. | At September 30, 2018, the Company and the Acquired Business owed each other balances related to work performed for the other under subcontracts. This represents the elimination of those balances. |
g. | This adjustment reflects the recording of goodwill of $215.5 million resulting from the Acquisition, representing the difference between the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed and the total estimated purchase price. |
h. | This adjustment reflects the preliminary estimate of the fair value of intangible assets acquired of $95.2 million. |
i. | The adjustment reflects the elimination of a deferred tax balance of the Acquired Business which did not transfer to the consolidated business. |
j. | This adjustment reflects changes to the Acquired Business' operating lease liability. The deficit from past rent payments has been eliminated at acquisition. |
k. | This adjustment reflects the elimination of the Acquired Business' historical net equity of $150.8 million as a result of the acquisition. |