Annual report pursuant to Section 13 and 15(d)

Business combinations

v2.4.0.8
Business combinations
12 Months Ended
Sep. 30, 2014
Business combinations  
Business combinations

4. Business combinations

Centacare

        On January 31, 2014, we acquired certain businesses from Centacare for $2.7 million ($3.1 million Australian) in cash. The operations of these businesses are consistent with the welfare-to-work services we provide Australia. The Company acquired these businesses in order to expand our operations in Australia.

        Of the purchase price, we allocated $3.2 million to intangible assets, representing customer relationships, and $0.5 million to deferred revenue. The intangible assets will be amortized over the anticipated lives of the customer relationships, which are approximately four years.

        The businesses acquired with Centacare were immediately integrated into our existing business within our Human Services segment. The results of the acquired business would not be material for any periods shown.

Health Management Limited

        On July 1, 2013 (the acquisition date), we acquired 100% of the share capital of Health Management Limited (HML) for total consideration of $77.9 million (£51.1 million). The consideration was comprised of $71.4 million (£46.9 million) in cash and 202,972 shares of MAXIMUS stock worth $6.4 million (£4.2 million).

        HML provides independent health assessments within the U.K. We acquired HML, among other reasons, to expand the Company's independent medical assessment business and to establish a strong presence in the U.K. health services market. The acquired assets and business have been integrated into our Health Services Segment.

        We allocated the acquisition price to the fair value of the assets and liabilities of HML at the acquisition date. We provided estimates of these balances at September 30, 2013 and updated these estimates as more information became available. We have completed this exercise. The assets and liabilities of HML recorded in our financial statements at the acquisition date are summarized below (in thousands):

                                                                                                                                                                                                             

 

 

Updated through
September 30, 2013

 

Adjustments

 

Updated through
September 30, 2014

 

Cash consideration, net of cash acquired

 

$

71,435

 

$

 

$

71,435

 

Stock consideration

 

 

6,425

 

 

 

 

6,425

 

 

 

 

 

 

 

 

 

Purchase consideration, net of cash acquired

 

$

77,860

 

$

 

$

77,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and unbilled receivables

 

$

7,671

 

$

 

$

7,671

 

Other current assets

 

 

1,382

 

 

 

 

1,382

 

Property and equipment

 

 

2,752

 

 

 

 

2,752

 

Intangible assets

 

 

20,542

 

 

 

 

20,542

 

 

 

 

 

 

 

 

 

Total identifiable assets acquired

 

 

32,347

 

 

 

 

32,347

 

 

 

 

 

 

 

 

 

Accounts payable and other liabilities

 

 

6,228

 

 

 

 

6,228

 

Deferred revenue

 

 

1,149

 

 

 

 

1,149

 

Current income tax liability

 

 

612

 

 

144

 

 

756

 

Deferred tax liability

 

 

4,814

 

 

(113

)

 

4,701

 

 

 

 

 

 

 

 

 

Total liabilities assumed

 

 

12,803

 

 

31

 

 

12,834

 

 

 

 

 

 

 

 

 

Net identifiable assets acquired

 

 

19,544

 

 

(31

)

 

19,513

 

Goodwill

 

 

58,316

 

 

31

 

 

58,347

 

 

 

 

 

 

 

 

 

Net assets acquired

 

$

77,860

 

$

 

$

77,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        The difference between the acquisition date fair value of the consideration and the estimated fair value of the net assets acquired was recorded as goodwill. We consider the goodwill to represent benefits that are expected to be realized as a result of the business combination, including, but not limited to, the assembled workforce and the benefit of the enhanced knowledge and capabilities of HML. Goodwill is not deductible for tax purposes.

        The valuation of the intangible assets acquired is summarized below (in thousands).

                                                                                                                                                                                                             

 

 

Useful life

 

Fair value

 

Customer relationships

 

20 years

 

$

19,933 

 

Technology-based intangible assets

 

2 years

 

 

609 

 

 

 

 

 

 

 

Total intangible assets

 

 

 

$

20,542 

 

 

 

 

 

 

 

 

 

 

 

 

 

        The weighted average amortization period was 19.5 years.

Policy Studies, Inc.

        On April 30, 2012 (the PSI acquisition date),we acquired 100% of the share capital of PSI Services Holding, Inc. and its wholly owned subsidiary, Policy Studies, Inc. (PSI) for cash consideration of $63.4 million.

        PSI supports government clients in the administration of a number of health and human services programs exclusively within the U.S. We acquired PSI, among other reasons, to strengthen our leadership in the administration of public health and human services programs. The acquired assets and business have been integrated into our Health Services and Human Services Segments.

        The assets and liabilities of PSI were recorded in our financial statements at their fair values as of the PSI acquisition date. The final valuation of the assets and liabilities acquired was as follows (in thousands):

                                                                                                                                                                                                             

Accounts receivable and unbilled receivables

 

$

23,017 

 

Other current assets

 

 

9,527 

 

Deferred income taxes

 

 

2,129 

 

Property and equipment

 

 

6,411 

 

Other assets

 

 

1,332 

 

Intangible assets

 

 

22,183 

 

 

 

 

 

Total identifiable assets acquired

 

 

64,599 

 

Accounts payable and other liabilities

 

 

20,666 

 

Deferred revenue

 

 

19,775 

 

 

 

 

 

Total liabilities assumed

 

 

40,441 

 

 

 

 

 

Net identifiable assets acquired

 

 

24,158 

 

Goodwill—Health Services Segment

 

 

19,963 

 

Goodwill—Human Services Segment

 

 

19,327 

 

 

 

 

 

Net assets acquired

 

$

63,448 

 

 

 

 

 

 

 

 

 

        The difference between the acquisition date fair value of the consideration and the estimated fair value of the net assets acquired was recorded as goodwill and allocated to our two segments, Health Services and Human Services, based upon the respective valuations of the businesses. We consider the goodwill to represent a number of potential strategic and financial benefits that are expected to be realized as a result of the acquisition, including, but not limited to, the assembled workforce and the addition of new capabilities within our existing business. Goodwill is not deductible for tax purposes.

DeltaWare Systems, Inc.

        On February 10, 2010 (the DeltaWare acquisition date), we acquired 100% of the share capital of DeltaWare Systems, Inc. (DeltaWare).

        As part of the acquisition agreement, we must pay the former owners of DeltaWare up to $4.0 million (Canadian). These payments, considered contingent consideration, will be made based upon sales of DeltaWare's products in particular geographic markets prior to December 2016. The Company has recorded a long-term liability of $0.4 million that represents the payment that management assesses will likely be paid. In the event that such sales are anticipated, this could result in an increase to this liability based upon the size and location of the sales. No such sales have been made to date and the likelihood of future sales between this time and December 2016 is considered low. We review the likelihood of future sales on a quarterly basis and, to the extent that sales opportunities are identified, proposals submitted or contracts won, we update our probability weighted assessment of payment. Changes in this assessment will result in an expense or credit to earnings. The contingent consideration payable for any single contract signed would be based upon the population of the area served but would be capped at $1.0 million (Canadian) per sale. As the inputs required for the valuation of this liability require significant judgment, they are considered to be Level 3 inputs under the Financial Accounting Standards Board's classification of assets and liabilities subject to fair value measurement.

        The effect on the financial statements is summarized below (in thousands):

                                                                                                                                                                                                             

 

 

Contingent
consideration

 

Balance at September 30, 2013

 

$

388

 

Foreign currency translation

 

 

(30

)

 

 

 

 

Balance at September 30, 2014

 

$

358