Quarterly report pursuant to Section 13 or 15(d)

Business combinations

v3.6.0.2
Business combinations
 3 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business combinations
Business combinations
Ascend Management Innovations, LLC
On February 29, 2016, MAXIMUS Health Services, Inc., a wholly owned subsidiary of MAXIMUS, Inc. acquired 100% of the share capital of Ascend Management Innovations, LLC ("Ascend") for cash consideration of $44.1 million. Ascend is a provider of independent, specialized health assessments and data management tools to government agencies in the United States. We acquired Ascend to broaden our ability to help our existing government clients deal with the rising demand for long-term care services. This business has been integrated into our Health Services Segment. Management has estimated the fair value of intangible assets acquired as $22.3 million, with an average weighted life of 18 years, and the fair value of goodwill as $18.0 million, which is expected to be deductible for tax purposes. We believe that this goodwill represents the value of the assembled workforce of Ascend, as well as the enhanced knowledge and capabilities resulting from this business combination.

We have completed our evaluation of the fair value of all of the assets and liabilities acquired.

Our allocation of fair value for the Ascend acquisition, updated through December 31, 2016, is shown below.
(dollars in thousands)
 
Updated through September 30, 2016
 
Adjustments
 
Updated through December 31, 2016
Cash consideration, net of cash acquired
 
$
44,069

 
$
—

 
$
44,069

 
 
 
 
 
 
 
Billed and unbilled receivables
 
$
4,069

 
$
—

 
$
4,069

Other assets
 
407

 
—

 
407

Property and equipment and other assets
 
707

 
—

 
707

Deferred income taxes
 
—

 
557

 
557

Intangible assets
 
22,300

 
—

 
22,300

Total identifiable assets acquired
 
27,483

 
557

 
28,040

Accounts payable and other liabilities
 
1,414

 
—

 
1,414

Deferred revenue
 
554

 
—

 
554

Total liabilities assumed
 
1,968

 
—

 
1,968

Net identifiable assets acquired
 
25,515

 
557

 
26,072

Goodwill
 
18,554

 
(557
)
 
17,997

Net assets acquired
 
$
44,069

 
$
—

 
$
44,069



    
The valuation of the intangible assets acquired is summarized below:

(dollars in thousands)
 
Useful life
 
Fair value
Customer relationships
 
19 years
 
$
20,400

Trade name
 
8 years
 
1,700

Technology-based intangible assets
 
1 year
 
200

Total intangible assets
 
 
 
$
22,300



Assessments Australia

On December 15, 2015, MAXIMUS acquired 100% of the share capital of three companies doing business as "Assessments Australia." We acquired Assessments Australia to expand our service offerings within Australia. The consideration is comprised of $2.6 million in cash and contingent consideration of $0.5 million to the sellers of Assessments Australia if sufficient contracts with a specific government agency are won by MAXIMUS prior to December 2022. We performed a probability weighted assessment of this payment. Changes in our assessment of this liability are recorded through the Statement of Operations. This business was integrated into our Human Services Segment. Management has estimated goodwill and intangible assets acquired as $3.0 million and $0.4 million, respectively, which is deductible for tax purposes. We have completed our evaluation of the fair value of asset and liabilities acquired. We believe that the goodwill represents the value of the assembled workforce of Assessments Australia, as well as the enhanced capabilities that the business will provide us.
The intangible assets acquired represent customer relationships. These are being amortized on a straight-line basis over six years.