UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2002

 

OR

 

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

 

Commission file number 1–12997

 

 

MAXIMUS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Virginia

 

54-1000588

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

11419 Sunset Hills Road

 

 

Reston, Virginia

 

20190

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  (703) 251-8500

 


 

Indicate by check 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   ý   No   o

 

Class

 

Outstanding at May 3, 2002

Common Shares, no par value

 

22,788,479

 



 

MAXIMUS, Inc.

 

Quarterly Report on Form 10–Q

For the Quarter Ended March 31, 2002

 

 

INDEX

 

PART I.  FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Consolidated Financial Statements.

 

 

 

 

 

Consolidated Balance Sheets as of September 30, 2001 (audited) and March 31, 2002 (unaudited)

 

 

 

 

 

Consolidated Statements of Income for the three months and six months ended March 31, 2001 and 2002 (unaudited)

 

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended March 31, 2001 and 2002 (unaudited)

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

 

 

PART II.  OTHER INFORMATION

 

 

 

 

 

Item 5. 

Other Information.

 

 

 

 

Item 6. 

Exhibits and Reports on Form 8–K.

 

 

 

 

Signature

 

 

 

 

 

Exhibit Index

 

 

 

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our” and “MAXIMUS” refer to MAXIMUS, Inc. and its subsidiaries.

 



 

MAXIMUS, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

 

September 30,
2001

 

March 31,
2002

 

 

 

 

 

(unaudited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

114,108

 

$

113,859

 

Marketable securities

 

1,232

 

160

 

Accounts receivable — billed

 

118,988

 

118,563

 

Accounts receivable — unbilled

 

20,436

 

23,590

 

Prepaid expenses and other current assets

 

5,483

 

9,382

 

Total current assets

 

260,247

 

265,554

 

 

 

 

 

 

 

Property and equipment, at cost:

 

 

 

 

 

Land

 

2,462

 

2,462

 

Building and improvements

 

11,096

 

11,298

 

Office furniture and equipment

 

17,079

 

20,064

 

Leasehold improvements

 

992

 

2,019

 

Less:  Accumulated depreciation and amortization

 

31,629

 

35,843

 

 

 

(11,090

)

(12,237

)

Total property and equipment, net

 

20,539

 

23,606

 

 

 

 

 

 

 

Software development costs

 

13,961

 

17,375

 

Less:  Accumulated amortization

 

(2,245

)

(3,345

)

Total software development, net

 

11,716

 

14,030

 

Deferred income taxes

 

2,726

 

2,726

 

Intangible assets, net

 

859

 

346

 

Goodwill, net

 

48,959

 

53,059

 

Other assets

 

2,669

 

1,517

 

Total assets

 

$

347,715

 

$

360,838

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

12,709

 

$

11,569

 

Accrued compensation and benefits 

 

18,611

 

15,045

 

Deferred revenue

 

10,756

 

5,731

 

Income taxes payable

 

1,214

 

4,545

 

Deferred income taxes

 

1,849

 

1,849

 

Other current liabilities

 

642

 

741

 

Total current liabilities

 

45,781

 

39,480

 

Other liabilities

 

520

 

397

 

Total liabilities

 

46,301

 

39,877

 

Shareholders’ equity:

 

 

 

 

 

Common stock, no par value; 60,000,000 shares authorized; 22,985,806 and 23,094,629 shares issued and outstanding at September 30, 2001 and March 31, 2002, at stated amount, respectively

 

185,658

 

186,935

 

Accumulated other comprehensive loss

 

(18

)

(50

)

Retained earnings

 

115,774

 

134,076

 

Total shareholders’ equity

 

301,414

 

320,961

 

Total liabilities and shareholders’ equity

 

$

347,715

 

$

360,838

 

 

See notes to unaudited consolidated financial statements.

 

 

1



 

MAXIMUS, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months
Ended March 31,

 

Six Months
Ended March 31,

 

 

 

2001

 

2002

 

2001

 

2002

 

Revenues

 

$

120,257

 

$

121,953

 

$

229,503

 

$

251,523

 

Cost of revenues

 

82,046

 

86,749

 

159,300

 

175,535

 

Gross profit

 

38,211

 

35,204

 

70,203

 

75,988

 

Selling, general and administrative expenses

 

20,509

 

23,589

 

40,260

 

46,117

 

Amortization of goodwill and other acquisition-related intangibles

 

1,359

 

250

 

2,751

 

513

 

Income from operations

 

16,343

 

11,365

 

27,192

 

29,358

 

Interest and other income

 

166

 

670

 

454

 

1,403

 

Income before income taxes and cumulative effect of accounting change

 

16,509

 

12,035

 

27,646

 

30,761

 

Provision for income taxes

 

6,852

 

4,968

 

11,474

 

12,458

 

Income before cumulative effect of accounting change

 

9,657

 

7,067

 

16,172

 

18,303

 

Cumulative effect of accounting change (See Note 2)

 

 

 

(3,856

)

 

Net income

 

$

9,657

 

$

7,067

 

$

12,316

 

$

18,303

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Income before cumulative effect of accounting change:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.31

 

$

0.76

 

$

0.79

 

Diluted

 

$

0.44

 

$

0.30

 

$

0.74

 

$

0.76

 

Net income:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.31

 

$

0.58

 

$

0.79

 

Diluted

 

$

0.44

 

$

0.30

 

$

0.56

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

21,214

 

23,142

 

21,179

 

23,121

 

Diluted

 

22,021

 

23,850

 

21,804

 

23,937

 

 

See notes to unaudited consolidated financial statements

 

 

2



 

MAXIMUS, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

 

 

Six Months
Ended March 31,

 

 

 

2001

 

2002

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

12,316

 

$

18,303

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

4,277

 

2,760

 

Deferred income taxes

 

(177

)

 

Cumulative effect of accounting change

 

3,856

 

 

 

 

 

 

 

 

Change in assets and liabilities:

 

 

 

 

 

Accounts receivable — billed

 

8,129

 

455

 

Accounts receivable — unbilled

 

(5,774

)

(3,155

)

Prepaid expenses and other current assets

 

(83

)

(3,307

)

Other assets

 

(441

)

470

 

Accounts payable

 

(589

)

(1,151

)

Accrued compensation and benefits

 

(1,595

)

(3,650

)

Income taxes payable

 

(4,939

)

(5,024

)

Deferred revenue

 

(1,667

)

3,330

 

Other liabilities

 

(28

)

99

 

 

 

 

 

 

 

Net cash provided by operating activities

 

13,285

 

9,130

 

 

 

 

 

 

 

Cash flows from investing activities:

 

    

 

 

 

Acquisition of business, net of acquired cash (See Note 4)

 

 

(4,100

)

Purchase price adjustments, net

 

20

 

 

Proceeds from notes receivable

 

714

 

90

 

Capitalization of software development costs

 

(3,746

)

(3,415

)

Purchases of property and equipment

 

(2,261

)

(4,148

)

Decrease in marketable securities

 

21

 

1,040

 

 

 

 

 

 

 

Net cash used in investing activities

 

(5,252

)

(10,533

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Employee stock purchases and options exercised

 

2,598

 

6,556

 

Repurchases of common stock (See Note 7)

 

 

(5,279

)

Net payments on borrowings

 

(612

)

(123

)

 

 

 

 

 

 

Net cash provided by financing activities

 

1,986

 

1,154

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

10,019

 

(249

)

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

36,975

 

114,108

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

46,994

 

$

113,859

 

 

See notes to unaudited consolidated financial statements.

 

 

3



 

MAXIMUS, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three and Six Month Periods Ended March 31, 2002 and 2001

(Dollars in thousands, except per share amounts)

 

                In these Notes to Unaudited Financial Statements, the terms the “Company” and “MAXIMUS” refer to MAXIMUS, Inc. and its subsidiaries.

 

1. Organization and Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normally recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three-month and six-month periods ended March 31, 2002 are not necessarily indicative of the results that may be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements as of September 30, 2001 and 2000 and for each of the three years in the period ended September 30, 2001, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2001 (File No. 1–12997) filed with the Securities and Exchange Commission on December 21, 2001.

 

2. Revenue Recognition

 

                During fiscal 2001, the Company changed its method of accounting for revenue recognition in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. Effective October 1, 2000, the Company recorded the cumulative effect of the accounting change resulting in a charge to income of $3,856 (net of an income tax benefit of $2,735). As reported in the Company’s fiscal 2001 Annual Report on Form 10-K, the quarterly information originally reported in fiscal 2001 Quarterly Reports on Forms 10-Q was restated for the change in accounting.

 

3. Goodwill and Intangible Assets

 

                The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, (“FAS 142”), effective October 1, 2001. Under FAS 142, goodwill is no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. The Company was required to complete the initial step of a transitional impairment test within six months of adopting FAS 142 and, if applicable, to complete the final step of the transitional impairment test by the end of the fiscal year.

 

In connection with the impairment provisions of the new rules, the Company has completed the initial step of the goodwill impairment test and has concluded that no adjustment to the balance of goodwill at the date of adoption is required.

 

Had the Company been accounting for its goodwill under FAS 142 for the three and six month periods ended March 31, 2001, the Company’s net income and earnings per share would have been as follows:

 

 

4



 

 

 

Three
Months

 

Six
Months

 

 

 

Ended March 31, 2001

 

Reported net income

 

$

9,657

 

$

12,316

 

Add back goodwill amortization, net of tax

 

674

 

1,369

 

Adjusted net income

 

$

10,331

 

$

13,685

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

As reported

 

$

0.46

 

$

0.58

 

Goodwill amortization, net of tax

 

0.03

 

0.06

 

Adjusted basic earnings per share

 

$

0.49

 

$

0.64

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

As reported

 

$

0.44

 

$

0.56

 

Goodwill amortization, net of tax

 

0.03

 

0.06

 

Adjusted diluted earnings per share

 

$

0.47

 

$

0.62

 

 

Intangible assets are comprised of employee contracts and customer lists and are amortized using the straight-line method over a period of two and five years, respectively. The accumulated amortization related to intangible assets at September 30, 2001 was $2,256 and at March 31, 2002 was $2,769. The estimated amortization expense for the years ending September 30, 2002, 2003, 2004 and 2005 is $642, $132, $70 and $15, respectively.

 

4. Business Combinations

 

                In fiscal 2001 and 2002, the Company acquired the businesses described below in business combinations accounted for as purchases. Accordingly, the accompanying consolidated financial statements include the results of operations of each acquired business since the date of acquisition.

 

                On May 11, 2001, the Company acquired Opportunity America, LLC for $780. In conjunction with the purchase, the Company recorded goodwill of $593 and intangible assets of $115, which has been assigned to the Human Services Group business segment. Opportunity America, LLC provides program management and consulting services to private sector and to federal, state and local government and human services agencies.

 

                On February 1, 2002, the Company acquired Collins Consulting Group, Inc. for $4,100. In conjunction with the purchase, the Company recorded goodwill of $4,100, which has been assigned to the Systems Group business segment. Collins Consulting Group, Inc. provides information security solutions, information technology, and management consulting. The primary reason for acquiring Collins Consulting Group, Inc. was to enhance the Company’s new business opportunities in the security solutions technologies markets.

 

5. Commitments and Contingencies

 

                The Company is involved in various legal proceedings in the ordinary course of its business. Management does not expect the ultimate outcome of the legal proceedings to have a material adverse effect on the Company’s financial statements or its business operations.

 

6. Earnings per share

 

The following table sets forth the components of basic and diluted earnings per share:

 

 

5



 

 

 

Three Months
Ended March 31,

 

Six Months
Ended March 31,

 

 

 

2001

 

2002

 

2001

 

2002

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income 

 

$

9,657

 

$

7,067

 

$

12,316

 

$

18,303

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

21,214

 

23,142  

 

21,179

 

23,121

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Employee stock options

 

807

 

708

 

625

 

816

 

Denominator for diluted earnings per share

 

22,021

 

23,850

 

21,804

 

23,937

 

 

7.  Stock Repurchase Program

 

                In May 2000, the Board of Directors authorized the repurchase, at management’s discretion, of up to $30 million of the Company’s common stock. During the three-month period ended March 31, 2002, the Company repurchased 162,769 shares for $5,279 under this program. At March 31, 2002, $24,721 remained available for future stock repurchases under the program.

 

8.  Segment Information

 

                Since fiscal 2001, the Company has reorganized its business into four reportable operating segments in order to better focus and manage its healthcare outsourcing work, which had been part of the Government Operations Group. Accordingly, prior period amounts have been reclassified to reflect current period presentation of segment information.

 

                The following table provides certain financial information for each of the Company’s business segments:

 

 

 

Three Months
Ended March 31,

 

Six Months

Ended March 31,

 

 

 

2001

 

2002

 

2001

 

2002

 

Revenues:

 

 

 

 

 

 

 

 

 

Consulting Group

 

$

37,181

 

$

35,009

 

$

70,219

 

$

68,412

 

Health Management Services Group

 

31,587

 

34,567

 

60,461

 

74,722

 

Human Services Group

 

34,233

 

34,403

 

64,673

 

71,583

 

Systems Group

 

17,256

 

17,974

 

34,150

 

36,806

 

Total

 

$

120,257

 

$

121,953

 

$

229,503

 

$

251,523

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

Consulting Group

 

$

17,073

 

$

16,560

 

$

29,648

 

$

32,090

 

Health Management Services Group

 

6,056

 

2,657

 

11,699

 

11,125

 

Human Services Group

 

7,732

 

6,958

 

13,706

 

14,507

 

Systems Group

 

7,350

 

9,029

 

15,150

 

18,266

 

Total

 

$

38,211

 

$

35,204

 

$

70,203

 

$

75,988

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

Consulting Group

 

$

9,395

 

$

8,425

 

$

13,986

 

$

16,376

 

Health Management Services Group

 

2,867

 

(1,011

)

5,473

 

4,102

 

Human Services Group

 

3,054

 

2,273

 

4,826

 

5,573

 

Systems Group

 

1,027

 

1,678

 

2,907

 

3,307

 

Total

 

$

16,343

 

$

11,365

 

$

27,192

 

$

29,358

 

 

 

6



 

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

 

Overview

 

We are a leading provider of program management, consulting services and systems solutions primarily to state and local government agencies throughout the United States. Since our inception, we have been at the forefront of innovation in meeting our mission of “Helping Government Serve the People®.” We use our expertise, experience and advanced information technology to make government operations more efficient and cost-effective while improving the quality of services provided to program beneficiaries. We have had contracts with government agencies in all 50 states, 49 of the 50 largest cities and 27 of the 30 largest counties. We have been profitable every year since we were founded in 1975. For the fiscal year ended September 30, 2001, we had revenues of $487.3 million and income, before the cumulative effect of an accounting change, of $40.1 million. For the six months ended March 31, 2002, we had revenues of $251.5 million and net income of $18.3 million.

 

Our revenues are generated from contracts with various payment arrangements, including:  (1) fixed-price; (2) costs incurred plus a negotiated fee (“cost-plus”); (3) performance-based criteria; and (4) time and materials reimbursement (used primarily by the Consulting Group). For the six months ended March 31, 2002, revenues from fixed-price contracts were approximately 37% of total revenues; revenues from cost-plus contracts were approximately 22% of total revenues; revenues from performance-based contracts were approximately 27% of total revenues; and revenues from time and materials reimbursement contracts were approximately 14% of total revenues. Traditionally, a majority of our contracts with state and local government agencies have been fixed-price and performance-based and our contracts with the federal government have been cost-plus. Fixed-price and performance-based contracts generally offer higher margins but typically involve more risk than cost-plus or time and materials reimbursement contracts because with fixed-price contracts we are subject to the risk of potential cost overruns and with performance-based contracts we have more uncertainty regarding expected future revenue.

 

The Company recognizes revenue on its performance-based contracts as such revenue becomes fixed or determinable, which generally occurs when amounts are billable to customers, rather than as costs are incurred. For certain contracts, this may result in revenue being recognized in large, irregular increments. Additionally, costs related to certain contracts are incurred in periods prior to recognizing revenue. These factors may result in irregular revenues and profit margins for performance-based contracts, which do exist in our Consulting Group, Health Management Services Group and Human Services Group.

 

The Human Services Group and Health Management Services Group contracts generally contain base periods of one or more years as well as one or more option periods that may cover more than half of the potential contract duration. As of September 30, 2001, our average Human Services Group and Health Management Services Group contract duration was approximately 2.5 years. Our Consulting Group contracts had performance periods ranging from one month to approximately two years. Our average Systems Group contract duration was 1.2 years.

 

Our most significant expense is cost of revenues, which consists primarily of project-related employee salaries and benefits, subcontractors, computer equipment and travel expenses. Our ability to accurately predict personnel requirements, salaries and other costs as well as to effectively manage a project or achieve certain levels of performance can have a significant impact on the service costs related to our fixed-price, performance-based and time and materials contracts.  Service cost variability has little impact on cost-plus arrangements because allowable costs are reimbursed by the client.

 

Selling, general and administrative expenses consist of management, marketing and administration costs (including salaries, benefits, travel, recruiting, continuing education and training), facilities costs, printing, reproduction, communications and equipment depreciation.

 

 

7



 

Business Combinations and Acquisitions

 

As part of our growth strategy, we intend to continue to selectively identify and pursue complementary businesses to expand our geographic reach and the breadth and depth of our services and to enhance our customer base. On May 11, 2001, we acquired Opportunity America, LLC for $780. In conjunction with the purchase, we recorded goodwill and other intangible assets of $708, which has been assigned to the Human Services Group business segment. On February 1, 2002, we acquired Collins Consulting Group, Inc. for $4,100. In conjunction with the purchase, we recorded goodwill of $4,100, which has been assigned to the Systems Group business segment. On May 1, 2002, we acquired Leonie Green and Associates (LGA) Group, located in Southport, Queensland, for cash consideration of approximately $10,000, subject to adjustments as provided for in the purchase agreement. LGA provides workforce-related services through performance-based contracts with states in Australia.

 

Results of Operations

 

                The following table sets forth, for the periods indicated, selected statements of income data as a percentage of revenues:

 

 

 

Three Months
Ended March  31,

 

Six Months
Ended March  31,

 

 

 

2001

 

2002

 

2001

 

2002

 

Revenues:

 

 

 

 

 

 

 

 

 

Consulting Group

 

30.9

%

28.7

%

30.6

%

27.2

%

Health Management Services Group

 

26.3

 

28.3

 

26.3

 

29.7

 

Human Services Group

 

28.4

 

28.2

 

28.2

 

28.5

 

Systems Group

 

14.4

 

14.8

 

14.9

 

14.6

 

Total revenues

 

100.0

 

100.0

 

100.0

 

100.0

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

Consulting Group

 

45.9

 

47.3

 

42.2

 

46.9

 

Health Management Services Group

 

19.2

 

7.7

 

19.4

 

14.9

 

Human Services Group

 

22.6

 

20.2

 

21.2

 

20.3

 

Systems Group

 

42.6

 

50.2

 

44.4

 

49.6

 

Total gross profit

 

31.8

 

28.8

 

30.6

 

30.2

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

17.1

 

19.3

 

17.5

 

18.3

 

Amortization of goodwill and other acquisition— related intangibles

 

1.1

 

0.2

 

1.2

 

0.2

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

Consulting Group

 

25.3

 

24.1

 

19.9

 

23.9

 

Health Management Services Group

 

9.1

 

(2.9

)

9.1

 

5.5

 

Human Services Group

 

8.9

 

6.6

 

7.5

 

7.8

 

Systems Group

 

6.0

 

9.3

 

8.5

 

9.0

 

Total income from operations

 

13.6

 

9.3

 

11.9

 

11.7

 

Interest and other income

 

0.1

 

0.6

 

0.2

 

0.5

 

Income before income taxes and cumulative effect of accounting change

 

13.7

 

9.9

 

12.1

 

12.2

 

Provision for income taxes

 

5.7

 

4.1

 

5.0

 

4.9

 

Income before cumulative effect of accounting change

 

8.0

 

5.8

 

7.1

 

7.3

 

Cumulative effect of accounting change

 

 

 

1.7

 

 

Net income

 

8.0

%

5.8

%

5.4

%

7.3

%

 

 

8



 

                Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

 

                Revenues.  Our total revenues increased 1.4% to $122.0 million for the three months ended March 31, 2002 compared to $120.3 million for the same period in fiscal 2001. Revenues of our Consulting Group were $35.0 million for the three months ended March 31, 2002 compared to $37.2 million for the same period in fiscal 2001. This 5.8% decrease was primarily due to a decrease in revenues in our Infrastructure Technologies division and Revenue Services division caused by delays in the start of some projects. Revenues of our Health Management Services Group were $34.6 million for the three months ended March 31, 2002 compared to $31.6 million for the same period in fiscal 2001. This 9.4% increase was due to an increase in the number of contracts in the Group and an increase in revenues on a few existing contracts in the Group. Revenues of our Human Services Group were $34.4 million for the three months ended March 31, 2002 compared to $34.2 million for the same period in fiscal 2001. This 0.5% increase was principally due to $0.8 million of revenues from an entity acquired in May 2001. Revenues of our Systems Group were $18.0 million for the three months ended March 31, 2002 compared to $17.3 million for the same period in fiscal 2001. This 4.2% increase was principally due to $0.8 million of revenues from an entity acquired in February 2002. For the three months ended March 31, 2002 compared to the three months ended March 31, 2001, our overall growth in revenue was 0.1%, excluding revenue related to acquisitions.

 

                Gross Profit.  Our total gross profit was $35.2 million for the three months ended March 31, 2002 compared to $38.2 million for the same period in fiscal 2001. Our gross profit as a percentage of total revenues was 28.8% in the March 2002 quarter compared to 31.8% in the March 2001 quarter. Gross profit of our Consulting Group was $16.6 million for the three months ended March 31, 2002 compared to $17.1 million for the same period in fiscal 2001. As a percentage of Consulting Group revenues, that Group’s gross profit increased to 47.3% for the three months ended March 31, 2002 from 45.9% for the same period in 2001, primarily due to improvements on certain contracts within the Revenue Services and Education divisions. Gross profit of our Health Management Services Group was $2.7 million for the three months ended March 31, 2002 compared to $6.0 million for the three months ended March 31, 2001. As a percentage of Health Management Services Group revenues, that Group’s gross profit decreased to 7.7% for the three months ended March 31, 2002 from 19.2% for the same period in fiscal 2001. The decrease was due primarily to unanticipated costs and a revenue shortfall on one project in which the Group experienced performance problems during the quarter. We recorded a loss on this certain project of approximately $3.5 million during the three months ended March 31, 2002. Management believes that future losses will not be incurred on this project. Gross profit of our Human Services Group was $7.0 million for the three months ended March 31, 2002 compared to $7.7 million for the three months ended March 31, 2001. As a percentage of Human Services Group revenues, Human Services Group gross profit decreased to 20.2% for the three months ended March 31, 2002 from 22.6% for the same period in fiscal 2001. The decrease was primarily due to decreases in margins on two child support enforcement projects. Gross profit of our Systems Group was $9.0 million for the three months ended March 31, 2002 compared to $7.4 million for the same period in fiscal 2001. As a percentage of Systems Group revenues, Systems Group gross profit increased to 50.2% for the three months ended March 31, 2002 from 42.6% for the same period in fiscal 2001, primarily due to increased software license revenue, which carries higher gross margins.

 

                Selling, General and Administrative Expenses. Our total selling, general and administrative (“SG&A”) expenses were $23.6 million for the three months ended March 31, 2002 compared to $20.5 million for the same period in 2001. As a percentage of our revenues, our SG&A expenses increased to 19.3% for the three months ended March 31, 2002 from 17.1% for the same period in 2001. The primary reasons for the increase in SG&A costs were the growth in the number of employees, the increase in expenses necessary to support higher revenues and the increase in marketing and proposal preparation expenditures incurred to pursue further growth.

 

 

9



 

                Amortization of Goodwill and Other Acquisition-Related Intangibles. In the quarter ended March 31, 2002, we incurred $0.3 million of amortization expense, as compared to $1.4 million for the same period in fiscal 2001. The decrease was due to the non-amortization of goodwill under FAS 142 effective October 1, 2001.

 

Interest and Other Income.  The increase in interest and other income to $0.7 million for the three months ended March 31, 2002 as compared to $0.2 million for the same period in fiscal 2001 was due to an increase in the average balance of funds we invested, which were increased as a result of the completion in June 2001 of an equity offering of $31,680 in proceeds to the Company, net of offering expenses.

 

                Provision for Income Taxes.  Our provision for income tax for the three months ended March 31, 2002 was 41.3% of income before income taxes, which is comparable to 41.5% for the three months ended March 31, 2001.

 

                Six Months Ended March 31, 2002 Compared to Six Months Ended March 31, 2001

 

                Revenues.  Our total revenues increased 9.6% to $251.5 million for the six months ended March 31, 2002 compared to $229.5 million for the same period in fiscal 2001. Revenues of our Consulting Group were $68.4 million for the six months ended March 31, 2002 compared to $70.2 million for the same period in fiscal 2001. This 2.6% decrease was primarily due to a decrease in revenues in our Infrastructure Technologies division and Revenue Services division caused by delays in the start of some projects. Revenues of our Health Management Services Group were $74.7 million for the six months ended March 31, 2002 compared to $60.5 million for the same period in fiscal 2001. This 23.6% increase was due to an increase in the number of contracts in the Group and an increase in revenues on a few existing contracts in the Group. Revenues of our Human Services Group were $71.6 million for the six months ended March 31, 2002 compared to $64.7 million for the same period in fiscal 2001. This 10.7% increase was due to an increase in the number of contracts in the Group and revenues totaling $1.5 million from an entity acquired in May 2001. Revenues of our Systems Group were $36.8 million for the six months ended March 31, 2002 compared to $34.1 million for the same period in fiscal 2001. This 7.8% increase was principally due to $0.8 million of revenues from an entity acquired in February 2002, plus increases in revenues in four divisions totaling $6.7 million, offset by decreases in revenues in three divisions totaling $4.8 million. For the six months ended March 31, 2002 compared to the six months ended March 31, 2001, our overall growth in revenue was 8.6%, excluding revenue related to acquisitions.

 

                Gross Profit.  Our total gross profit was $76.0 million for the six months ended March 31, 2002 compared to $70.2 million for the same period in fiscal 2001. Our gross profit as a percentage of total revenues was 30.2% for the six months ended March 31, 2002 compared to 30.6% for the six months ended March 31, 2001. Gross profit of our Consulting Group was $32.1 million for the six months ended March 31, 2002 compared to $29.6 million for the same period in fiscal 2001. As a percentage of Consulting Group revenues, that Group’s gross profit increased to 46.9% for the six months ended March 31, 2002 from 42.2% for the same period in 2001, primarily due to improvements on certain contracts within the Revenue Services and Education divisions. Gross profit of our Health Management Services Group was $11.1 million for the six months ended March 31, 2002 compared to $11.7 million for the six months ended March 31, 2001. As a percentage of Health Management Services Group revenues, that Group’s gross profit decreased to 14.9% for the six months ended March 31, 2002 from 19.3% for the same period in fiscal 2001. The decrease was primarily due to unanticipated costs and a revenue shortfall on one project in which the Group experienced performance problems during the six months ended March 31, 2002. We recorded a loss on this certain project of approximately $3.5 million during the six months ended March 31, 2002. Management believes that future losses will not be incurred on this project. Gross profit of our Human Services Group was $14.5 million for the six months ended March 31, 2002 compared to $13.7 million for the six months ended March 31, 2001. As a percentage of Human Services Group revenues, Human Services Group gross profit decreased to 20.3% for the six months ended March 31, 2002 from 21.2% for the same period in fiscal 2001. The decrease was due primarily to decreases in margins on two child support enforcement projects. Gross profit of our Systems

 

 

10



 

Group was $18.3 million for the six months ended March 31, 2002 compared to $15.2 million for the same period in fiscal 2001. As a percentage of Systems Group revenues, Systems Group gross profit increased to 49.6% for the six months ended March 31, 2002 from 44.4% for the same period in fiscal 2001, primarily due to increased software license revenue, which carries higher gross margins.

 

                Selling, General and Administrative Expenses. Our total SG&A expenses were $46.1 million for the six months ended March 31, 2002 compared to $40.3 million for the same period in 2001. As a percentage of our revenues, our SG&A expenses increased to 18.3% for the six months ended March 31, 2002 from 17.5% for the same period in 2001. The primary reasons for the increase in SG&A costs were the growth in the number of employees, the increase in expenses necessary to support higher revenues and the increase in marketing and proposal preparation expenditures incurred to pursue further growth.

 

                Amortization of Goodwill and Other Acquisition-Related Intangibles. In the six months ended March 31, 2002, we incurred $0.5 million of amortization expense, as compared to $2.8 million for the same period in fiscal 2001. The decrease was due to the non-amortization of goodwill under FAS 142 effective October 1, 2001.

 

Interest and Other Income.  The increase in interest and other income to $1.4 million for the six months ended March 31, 2002 as compared to $0.5 million for the same period in fiscal 2001 was due to an increase in the average balance of funds we invested, which were increased as a result of the completion in June 2001 of an equity offering of $31,680 in proceeds to the Company, net of offering expenses.

 

                Provision for Income Taxes.  Our provision for income tax for the six months ended March 31, 2002 was 40.5% of income before income taxes as compared to 41.5% for the six months ended March 31, 2001. This decrease was due to differences in the amounts of certain expense items and some recently implemented tax reduction strategies.

 

                Liquidity and Capital Resources

 

For the six months ended March 31, 2002, cash provided by our operations was $9.1 million as compared to $13.3 million for the six months ended March 31, 2001. Cash provided by operating activities for the six months ended March 31, 2002 primarily consisted of net income of $18.3 million plus non-cash depreciation and amortization of $2.8 million offset by net uses for working capital of $11.9 million. The Company’s billed accounts receivable decreased $0.5 million during the six months ended March 31, 2002. Days of sales outstanding (“DSOs”) increased to 106 days at March 31, 2002. The increase in DSOs was due to delays in payment by certain customers, which the Company is working to improve. During the six months ended March 31, 2001, cash provided by operating activities consisted primarily of net income of $12.3 million plus non-cash adjustments of $8.0 million offset by net uses for working capital of $7.0 million.

 

For the six months ended March 31, 2002, cash used in investing activities was $10.5 million as compared to $5.3 million for the six months ended March 31, 2001. Cash used in investing activities for the six months ended March 31, 2002 primarily consisted of $4.1 million for a business acquisition, expenditures for capitalized software costs totaling $3.4 million and purchases of property and equipment of $4.1 million. During the six months ended March 31, 2001, we used cash in investing activities primarily for expenditures related to capitalized software costs totaling $3.7 million and purchases of property and equipment of $2.3 million.

 

                For the six months ended March 31, 2002, cash provided by financing activities was $1.2 million as compared to $2.0 million for the six months ended March 31, 2001. Cash provided by financing activities for the six months ended March 31, 2002 primarily consisted of $6.6 million of sales of stock to employees through our Employee Stock Purchase Plan and Equity Incentive Plan offset by $5.3 million of treasury stock repurchases. Cash provided by financing activities for the six months ended March 31, 2001 consisted primarily of $2.6 million of sales of stock to employees through our Employee Stock Purchase Plan and Equity Incentive Plan.

 

 

11



 

                Our management believes that we do not have significant off-balance sheet risk or exposures to liabilities that are not recorded or disclosed in our financial statements.  While we have significant operating lease commitments for office space, those commitments are generally tied to the period of performance under related contracts.  Additionally, although on certain contracts we are bound by performance bond commitments, we have not had any defaults resulting in draws on performance bonds. Also, we do not speculate in derivative transactions.

 

                Our management believes that we will have sufficient resources to meet our currently anticipated capital expenditure and working capital requirements for at least the next twelve months.

 

Forward Looking Statements

 

                From time to time, we may make forward-looking statements that are not historical facts, including statements about our confidence and strategies and our expectations about revenues, results of operations, profitability, current and future contracts, market opportunities, market demand or acceptance of our products and services. These statements may involve risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward–looking statements. Examples of these risks include reliance on government clients; risks associated with government contracting; risks involved in managing government projects; legislative changes and political developments; opposition from government unions; challenges resulting from growth; adverse publicity; and legal, economic, and other risks detailed in Exhibit 99 to this Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2002.

 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

 

                We believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and equity prices with regard to instruments entered into for trading or for other purposes is immaterial.

 

 

12



 

PART II.  OTHER INFORMATION

Item 5. Other Information.

 

                Mr. Jesse Brown, formerly one of our Class II directors and a nominee for re-election at our 2002 Annual Meeting, resigned from our board for personal health reasons prior to the 2002 Annual Meeting, effective March 31, 2002. The proxies did not elect another director at the 2002 Annual Meeting. Following the conclusion of the 2002 Annual Meeting, the board of directors considered and ultimately elected Marilyn Seymann to serve as a Class II director and a member of the audit committee.

 

Item 6.    Exhibits and Reports on Form 8-K.

 

(a)          Exhibits.  The Exhibits filed as part of this Form 10-Q are listed on the Exhibit Index immediately preceding the Exhibits. The Exhibit Index is incorporated herein by reference.

 

(b)         Reports on Form 8-K.  We filed a Current Report on Form 8-K on February 4, 2002 to disclose certain financial segment information for earlier periods reflecting a reorganization of our reportable operating segments as if we had operated under four groups rather than three groups.

 

 

13



 

SIGNATURE

 

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.

 

 

 

 

 

Date:   May 14, 2002

 

 

By:

/s/ Richard A. Montoni

 

 

 

 

Richard A. Montoni

 

 

 

 

Chief Financial Officer

 

 

 

 

(Principal Financial and Accounting Officer)

 

 

14



 

EXHIBIT INDEX

 

 

Exhibit No.

 

Description

 

 

 

 

10.1

 

1997 Equity Incentive Plan, as amended. Filed herewith.

 

 

 

10.2

 

Executive Employment, Non-Compete and Confidentiality Agreement by and between MAXIMUS, Inc. and Richard A. Montoni. Filed herewith.

 

 

 

99

 

Important Factors Regarding Forward Looking Statements. Filed herewith.

 

 

15