Quarterly report pursuant to Section 13 or 15(d)

Business combinations (Tables)

v3.21.1
Business combinations (Tables)
 6 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
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 
Schedule of Business Acquisition, Pro Forma Information 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.
Schedule of Goodwill 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 
Schedule of Finite-Lived Intangible Assets
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 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 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