Quarterly report pursuant to Section 13 or 15(d)

Business combinations

v3.21.1
Business combinations
 6 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Business combinations Business combinations
Attain, LLC
On March 1, 2021, we acquired all of the Federal division of Attain, LLC for an estimated cash purchase price of $419.9 million (the "Acquisition"). The final purchase price is subject to adjustment and is expected to be finalized during our third fiscal quarter of 2021. This business is being 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. To fund the acquisition, we utilized borrowings on our corporate credit facility and cash on the consolidated balance sheet. The results of operations for the Federal division of Attain, LLC are included in the consolidated results of Maximus, Inc. starting March 1, 2021.
At this time, we are in the process of finalizing our purchase price and 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
Cash consideration, net of cash acquired $ 419,864 
Accounts receivable - billed, billable and unbilled $ 39,274 
Prepaid expenses and other current assets 1,336 
Property and equipment, net 703 
Operating lease right-of-use assets 25,089 
Other assets 84 
Intangible assets 105,000 
Total identifiable assets acquired 171,486 
Accounts payable and other current liabilities 28,301 
Operating lease liabilities, less current portion 26,786 
Net identifiable assets acquired 116,399 
Goodwill 303,465 
Net assets acquired $ 419,864 
The fair value of the goodwill is estimated to be $303.5 million. This 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 fair value of the intangible assets acquired is estimated to be $105.0 million, representing 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. Typically, our customer relationships are based upon the provision of services to our customers on a daily or monthly basis and, although contracts are frequently rebid, we believe that an incumbent provider typically enjoys significant competitive advantages.
During the three and six months ended March 31, 2021, the acquired business contributed revenue of $19.9 million and operating income, including amortization of intangible assets, of $3.0 million.
The following table presents certain pro forma results for the three and six months ended March 31, 2021 and 2020, as though the acquisition had occurred on October 1, 2019. 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, eliminate pre-acquisition transaction costs, and include estimates of interest expense based upon our initial borrowings of $240.0 million, as well as corresponding changes in our provision for income taxes.
  Unaudited pro forma results
  Three Months
Ended March 31,		 Six Months
Ended March 31,
(in thousands, except per share amounts) 2021 2020 2021 2020
Revenue $ 994,751  $ 867,740  $ 1,996,377  $ 1,735,404 
Net income 83,289  28,013  151,270  82,530 
Basic earnings per share 1.34  0.44  2.44  1.28 
Diluted earnings per share 1.34  0.44  2.43  1.28 

InjuryNet Australia Pty Limited
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.
Index Root Korea Co. Ltd.
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, with the exception of matters related to taxation. 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 noted 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 six months ended March 31, 2021, were as follows:
(in thousands) U.S. Services U.S. Federal Services Outside the United States Total
Balance as of September 30, 2020 $ 164,472  $ 381,719  $ 46,938  $ 593,129 
Estimated effects of acquisitions —  303,465  583  304,048 
Foreign currency translation —  —  2,619  2,619 
Balance as of March 31, 2021 $ 164,472  $ 685,184  $ 50,140  $ 899,796 

There have been no impairment charges to our goodwill.
The following table sets forth the components of intangible assets (in thousands):
As of March 31, 2021 As of September 30, 2020
(in thousands) Cost Accumulated
Amortization		 Intangible
Assets, net		 Cost Accumulated
Amortization		 Intangible
Assets, net
Customer contracts and relationships $ 341,945  $ 102,243  $ 239,702  $ 235,287  $ 90,302  $ 144,985 
Technology based intangible assets 5,880  5,119  761  5,631  4,723  908 
Trademarks and trade names 4,508  4,508  —  4,479  4,479  — 
Total $ 352,333  $ 111,870  $ 240,463  $ 245,397  $ 99,504  $ 145,893 

As of March 31, 2021, our intangible assets have a weighted average remaining life of 9.2 years, comprising 9.2 years for customer contracts and relationships and 2.6 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 March 31, 2021, is as follows:
(In thousands) Estimated Future Amortization Expense
Year ended September 30, 2021, Remainder of year $ 13,645 
Year ended September 30, 2022 27,224 
Year ended September 30, 2023 27,119 
Year ended September 30, 2024 26,995 
Year ended September 30, 2025 26,764 
Year ended September 30, 2026 26,529