grepcent / static financial knowledge base

MAXIMUS, INC. (MMS)

CIK: 0001032220. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2025-11-20.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1032220. Latest filing source: 0001032220-25-000053.

Informational only - descriptive public-record data, not investment advice.

Business

Read MMS's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read MMS's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue5,431,276,000USD20252025-11-20
Net income319,034,000USD20252025-11-20
Assets4,069,639,000USD20252025-11-20

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001032220.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20152016201720182019202020212022202320242025
Revenue2,450,961,0002,392,236,0002,886,815,0003,461,537,0004,254,485,0004,631,018,0004,904,728,0005,306,197,0005,431,276,000
Net income178,362,000209,426,000220,751,000240,824,000214,509,000291,200,000203,828,000161,792,000306,914,000319,034,000
Operating income286,603,000313,512,000295,483,000317,107,000288,278,000408,530,000325,898,000294,794,000488,499,000528,289,000
Gross profit562,191,000611,905,000594,385,000671,184,000711,002,000946,975,000939,810,0001,028,608,0001,251,652,0001,333,443,000
Diluted EPS2.693.173.353.723.394.673.292.634.995.51
Operating cash flow180,026,000336,424,000316,774,000356,727,000244,592,000517,322,000289,839,000314,340,000515,258,000429,372,000
Capital expenditures26,520,00066,846,00040,707,00036,565,00056,145,00090,695,000114,190,00063,213,000
Share buybacks33,335,00028,863,00066,919,00047,446,000166,959,0003,363,00096,119,0000.0073,069,000447,482,000
Assets1,348,819,0001,350,662,0001,462,000,0001,745,732,0002,024,702,0004,118,965,0003,992,714,0003,985,797,0004,131,508,0004,069,639,000
Liabilities595,679,000404,894,000375,581,000497,531,000782,883,0002,638,636,0002,443,343,0002,317,962,0002,288,693,0002,395,604,000
Stockholders' equity612,378,000749,081,000940,085,0001,083,867,0001,247,792,0001,241,819,0001,549,371,0001,667,835,0001,842,815,0001,674,035,000
Cash and cash equivalents66,199,000166,252,000349,245,000105,565,00071,737,000135,061,00040,658,00065,405,000183,123,000222,351,000
Free cash flow290,254,000289,881,000203,885,000480,757,000233,694,000223,645,000401,068,000366,159,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20152016201720182019202020212022202320242025
Net margin8.54%9.23%8.34%6.20%6.84%4.40%3.30%5.78%5.87%
Operating margin12.79%12.35%10.98%8.33%9.60%7.04%6.01%9.21%9.73%
Return on equity23.81%22.28%20.37%19.30%17.27%13.16%9.70%16.65%19.06%
Return on assets13.22%15.51%15.10%13.80%10.59%7.07%5.10%4.06%7.43%7.84%
Liabilities / equity0.800.430.350.400.631.581.391.241.43
Current ratio1.822.082.912.171.661.371.331.461.491.64

Industry Peer Context

Each number-line places MMS against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

MMS Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 59.MMS Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 59.59 SIC peersMin -136.9%Median 5.8%Max 50.1%MMS 5.9%

Operating margin peer context

MMS Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 56.MMS Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 56.56 SIC peersMin -136.6%Median 9.2%Max 60.0%MMS 9.7%

ROE peer context

MMS ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 52.MMS ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 52.52 SIC peersMin -296.6%Median 8.7%Max 287.0%MMS 19.1%

ROA peer context

MMS ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 59.MMS ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 7389; peer count 59.59 SIC peersMin -67.8%Median 2.9%Max 34.9%MMS 7.8%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

MMS FY2025 income statement bridge from reported figures.MMS FY2025 income statement bridge from reported figures.MMS income bridgeFY2025: revenue to net incomeSource: SEC companyfacts FY2025.Income statement bridgeReported amount$0.0B$3.0B$6.0B$5.4BRevenue-$4.1BCost$1.3BGross-$805.2MOpEx$528.3MOperating-$209.3MOther/tax$319.0MNet income

Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001032220-25-000053; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0001032220-25-000053; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001032220-25-000053; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001032220-25-000053; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss

Free cash flow = operating cash flow - capital expenditures

MMS FY2025 free cash flow bridge from reported figures.MMS FY2025 free cash flow bridge from reported figures.MMS free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$429.4MOperating cash flow-$63.2MCapex$366.2MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001032220-25-000053; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001032220-25-000053; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001032220-25-000053; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets

Financial Charts

MMS revenue, last 5 periods. Source: SEC companyfacts FY2025.MMS revenue, last 5 periods. Source: SEC companyfacts FY2025.MMS RevenueLatest point: FY2025 = $5.4BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

MMS net income, last 5 periods. Source: SEC companyfacts FY2025.MMS net income, last 5 periods. Source: SEC companyfacts FY2025.MMS Net incomeLatest point: FY2025 = $319.0MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MMS operating income, last 5 periods. Source: SEC companyfacts FY2025.MMS operating income, last 5 periods. Source: SEC companyfacts FY2025.MMS Operating incomeLatest point: FY2025 = $528.3MSource: SEC companyfacts FY2025.Fiscal yearOperating income$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

MMS gross profit, last 5 periods. Source: SEC companyfacts FY2025.MMS gross profit, last 5 periods. Source: SEC companyfacts FY2025.MMS Gross profitLatest point: FY2025 = $1.3BSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

MMS diluted eps, last 5 periods. Source: SEC companyfacts FY2025.MMS diluted eps, last 5 periods. Source: SEC companyfacts FY2025.MMS Diluted EPSLatest point: FY2025 = $5.51/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$4.00/share$8.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

MMS operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.MMS operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.MMS Operating cash flowLatest point: FY2025 = $429.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

MMS capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.MMS capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.MMS Capital expendituresLatest point: FY2025 = $63.2MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.

MMS share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MMS share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MMS Share buybacksLatest point: FY2025 = $447.5MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

MMS assets, last 5 periods. Source: SEC companyfacts FY2025.MMS assets, last 5 periods. Source: SEC companyfacts FY2025.MMS AssetsLatest point: FY2025 = $4.1BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: Assets. Source concepts: us-gaap:Assets.

MMS liabilities, last 5 periods. Source: SEC companyfacts FY2025.MMS liabilities, last 5 periods. Source: SEC companyfacts FY2025.MMS LiabilitiesLatest point: FY2025 = $2.4BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

MMS stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.MMS stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.MMS Stockholders' equityLatest point: FY2025 = $1.7BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$1.0B$2.0BFY2020FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

MMS cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.MMS cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.MMS Cash and cash equivalentsLatest point: FY2025 = $222.4MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

MMS free cash flow, last 5 periods. Source: SEC companyfacts FY2025.MMS free cash flow, last 5 periods. Source: SEC companyfacts FY2025.MMS Free cash flowLatest point: FY2025 = $366.2MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001032220-25-000053; filed 2025-11-20. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001032220.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-06-300.51reported discrete quarter
2023-Q12022-12-310.65reported discrete quarter
2023-Q22023-03-310.52reported discrete quarter
2023-Q32023-03-3131,788,000reported discrete quarter
2023-Q32023-06-301,188,677,0000.50reported discrete quarter
2023-Q42023-09-301,259,953,00059,146,000derived Q4 = FY annual - nine-month YTD
2024-Q12023-12-311,327,041,00064,148,0001.04reported discrete quarter
2024-Q22023-12-3164,148,000reported discrete quarter
2024-Q22024-03-311,348,357,0001.31reported discrete quarter
2024-Q32024-03-3180,510,000reported discrete quarter
2024-Q32024-06-301,314,929,0001.46reported discrete quarter
2024-Q42024-09-301,315,870,00072,504,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-12-311,402,675,00041,196,0000.69reported discrete quarter
2025-Q22024-12-3141,196,000reported discrete quarter
2025-Q22025-03-311,361,786,0001.69reported discrete quarter
2025-Q32025-03-3196,569,000reported discrete quarter
2025-Q32025-06-301,348,400,0001.86reported discrete quarter
2025-Q42025-09-301,318,415,00075,288,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-12-311,345,046,00093,943,0001.70reported discrete quarter
2026-Q22025-12-3193,943,000reported discrete quarter
2026-Q22026-03-311,305,967,0001.80reported discrete quarter

Quarterly Charts

MMS quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS Quarterly RevenueLatest point: 2026-Q2 = $1.3BSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001032220-26-000027; filed 2026-05-07. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

MMS quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS Quarterly Net incomeLatest point: 2026-Q2 = $93.9MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-31; accession 0001032220-26-000014; filed 2026-02-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MMS quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.MMS Quarterly Diluted EPSLatest point: 2026-Q2 = $1.80/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$2.00/share$4.00/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001032220-26-000027; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001032220-26-000027.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

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

The following discussion is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with "Risk Factors," "Special Note Regarding Forward-Looking Statements," and our financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2025 filed with the SEC on November 20, 2025 and elsewhere in this Quarterly Report on Form 10-Q, as applicable.

Business Overview

Maximus is a leading provider of tech-enabled services to government agencies. By moving people, technology, and government forward, Maximus helps improve the delivery of public services for more than 100 million American citizens, as well as citizens in the United Kingdom (U.K.), Canada, and the Middle East, amid complex technological, health, economic, and social challenges. As a trusted and accountable partner to primarily U.S. federal and state customers, we proudly design, develop, and deliver innovative and efficient programs that are designed to improve government’s effectiveness in serving its citizens.

We create value for our customers through our ability to translate public policy into operating models that achieve outcomes for governments at scale. Our work covers a broad array of services, including the operation of large health insurance eligibility and enrollment programs; clinical services, including assessments, appeals, and independent medical reviews; and technology services. These services benefit from an industry with increasing demand, constrained government budgets, and an increased focus on technology as governments prioritize modernization. We also demonstrate the ability to move quickly, ranging from digitally enabled contact center support services for natural disaster response to swift establishments of public health and safety initiatives.

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Table of Contents

Financial Overview

A number of factors have affected our results for the second quarter of fiscal year 2026. More detail on these changes is presented below within our "Results of Operations" section.

Results of Operations

The following table sets forth items from our consolidated statements of operations for the three and six months ended March 31, 2026, and March 31, 2025.

Table MD&A 1: Consolidated Results of Operations
For the Three Months EndedFor the Six Months Ended
March 31, 2026March 31, 2025March 31, 2026March 31, 2025
(dollars in thousands, except per share data)
Revenue$1,305,967$1,361,786$2,651,013$2,764,461
Cost of revenue963,7031,022,9651,990,0792,124,083
Gross profit342,264338,821660,934640,378
Gross profit percentage26.2%24.9%24.9%23.2%
Selling, general, and administrative expenses173,479162,857325,639354,592
Selling, general, and administrative expenses as a percentage of revenue13.3%12.0%12.3%12.8%
Amortization of intangible assets20,29822,99640,59846,031
Operating income148,487152,968294,697239,755
Operating margin11.4%11.2%11.1%8.7%
Interest expense22,11121,46942,92738,991
Other (income)/expense, net(158)(963)(1,031)(651)
Income before income taxes126,534132,462252,801201,415
Provision for income taxes28,47135,89360,79563,650
Effective tax rate22.5%27.1%24.0%31.6%
Net income$98,063$96,569$192,006$137,765
Earnings per share:
Basic$1.81$1.70$3.52$2.36
Diluted$1.80$1.69$3.50$2.35

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and its associated overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended March 31, 2026
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Three Months Ended March 31, 2025$1,361,786$1,022,965$338,821
Organic effect(56,482)(4.1)%(60,572)(5.9)%4,0901.2%
Disposal of businesses(7,062)(0.5)%(5,700)(0.6)%(1,362)(0.4)%
Currency effect compared to the prior period7,7250.6%7,0100.7%7150.2%
Three Months Ended March 31, 2026$1,305,967(4.1)%$963,703(5.8)%$342,2641.0%

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Table of Contents

Table MD&A 3: Changes in Revenue, Cost of Revenue, and Gross Profit for the Six Months Ended March 31, 2026
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Six Months Ended March 31, 2025$2,764,461$2,124,083$640,378
Organic effect(97,806)(3.5)%(121,835)(5.7)%24,0293.8%
Disposal of businesses(27,624)(1.0)%(23,042)(1.1)%(4,582)(0.7)%
Currency effect compared to the prior period11,9820.4%10,8730.5%1,1090.2%
Six Months Ended March 31, 2026$2,651,013(4.1)%$1,990,079(6.3)%$660,9343.2%

Selling, general, and administrative expenses

Selling, general, and administrative (SG&A) expenses consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. We allocate corporate costs to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which are not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expense for the six months ended March 31, 2026, includes $9.0 million of divestiture-related gain from the sale of our child support business within the United States, which we divested in December 2025. Our SG&A expense for the six months ended March 31, 2025, includes divestiture-related charges of $39.3 million from our sale of businesses in the Outside the U.S. Segment. These charges included accumulated foreign currency losses incurred over two decades of operations, as well as indemnifications provided to the buyer.

Amortization of intangible assets

Amortization of intangible assets has declined for the three and six months ended March 31, 2026, as compared to the same periods in fiscal year 2025, since the amortization of technology-based assets acquired in fiscal year 2021 was completed prior to fiscal year 2026.

Our balance sheet includes $380.4 million of intangible assets from a 2021 acquisition. These assets, comprised of customer relationships and a medical provider network, continue to support medical disability examinations (MDE) contracts with the U.S. Department of Veterans Affairs. These assets are being amortized over their remaining useful life of approximately seven years. In the event that our expectations change with respect to these acquired contracts, the value of these assets and the estimated remaining lives of these assets may need to be adjusted.

Interest Expense

During fiscal year 2025, we expanded our Term Loan A Credit Facility, which has resulted in an increase to our interest expense in the current year. We continue to mitigate a portion of our interest rate risk through hedging transactions on a portion of our outstanding debt.

Provision for Income Taxes

Our effective income tax rate for the three and six months ended March 31, 2026, was 22.5% and 24.0%, respectively, compared to 27.1% and 31.6% for the three and six months ended March 31, 2025, respectively. Our effective tax rate for the first half of fiscal year 2026 includes approximately $4.2 million of benefit from research and development tax credits identified and claimed in the period. Our tax rate in fiscal year 2025 was affected by the disposal of our businesses in Australia and Korea and other non recurring items. For fiscal year 2026, we expect an overall effective tax rate between 24% and 25%.

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U.S. Federal Services Segment

Our U.S. Federal Services Segment delivers solutions that help various U.S. federal government agencies better execute on their mission, including program operations and management, clinical services, and advanced technology solutions.

Table MD&A 4: U.S. Federal Services Segment - Financial Results
For the Three Months EndedFor the Six Months Ended
March 31, 2026March 31, 2025March 31, 2026March 31, 2025
(dollars in thousands)
Revenue$753,143$777,927$1,539,744$1,558,582
Cost of revenue527,698575,8691,099,3641,183,209
Gross profit225,445202,058440,380375,373
Selling, general, and administrative expenses92,74183,076177,943157,291
Operating income132,704118,982262,437218,082
Gross profit percentage29.9 %26.0 %28.6 %24.1 %
Operating margin percentage17.6 %15.3 %17.0 %14.0 %

Our revenue and cost of revenue for the three months ended March 31, 2026 and 2025 decreased 3.2% and 8.4%, respectively. Our revenue and cost of revenue for the six months ended March 31, 2026 and 2025 decreased 1.2% and 7.1%, respectively.

Our prior year revenue included the benefit of short-term disaster recovery work, which did not recur in fiscal year 2026. Absent this work, revenue would have grown approximately 1.5% for the three months ended March 31, 2026 compared to March 31, 2025, and 3.0% for the six months ended March 31, 2026 compared to six months ended March 31, 2025, principally driven by volume growth. Our margins have improved through a combination of efficiency savings through the use of technology and the absence of short-term disaster recovery work, which operated at lower margins than the core of our business.

Below is a reconciliation of revenue for the three and six months ended March 31, 2026 compared to the prior year period, including the impact of short‑term disaster recovery work and our organic revenue growth excluding this work.

[[GREPCENT_TABLE]]
[["Table MD&A 5: Change in Revenue, Excluding Natural Disaster Recovery Work"],["","Three Months Ended March 31, 2

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-11-20. Report date: 2025-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our audited consolidated financial statements and the related notes thereto for the fiscal years ended September 30, 2025, 2024, and 2023, included in Item 8. Financial Statements and Supplementary Data.

The discussion below contains management's comments on our business strategy and outlook, and such discussions contain forward-looking statements. These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly involve estimates, assumptions, judgments, and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements, and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Item 1A. Risk Factors" and in "Special Note Regarding Forward-Looking Statements."

A discussion of our results of operations, backlog, and liquidity and capital resources for fiscal year September 30, 2024, including comparisons to fiscal year 2023, can be found in last year's Annual Report on Form 10-K.

Business Overview

For an overview of our business, including our business segments and discussion of the services we provide, see Item 1. Business of this Annual Report on Form 10-K.

Financial Overview

A number of factors have affected our fiscal year 2025 results, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•Our business has grown organically, mostly from the expansion of our U.S. Federal Services Segment.

•During the first quarter of fiscal year 2025, we sold our businesses in Australia and Korea. This sale resulted in a loss and increased our full-year tax rate. However, this sale, and similar sales made in fiscal year 2024, have streamlined our international businesses and resulted in improved results in our Outside the U.S. Segment.

•Our operating cash flows remain strong and our overall leverage is relatively low, allowing us to make significant purchases of our own common stock.

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Results of Operations

The following table sets forth, for the fiscal years indicated, information derived from our statements of operations. In preparing our discussion and analysis of these results, we focused on the comparison between fiscal years 2025 and 2024.

Table MD&A 1: Consolidated Results of Operations
For the Year Ended September 30,
20252024
(dollars in thousands, except per share data)
Revenue$5,431,276$5,306,197
Cost of revenue4,097,8334,054,545
Gross profit1,333,4431,251,652
Gross profit percentage24.6 %23.6 %
Selling, general, and administrative expenses713,107671,583
Selling, general, and administrative expenses as a percentage of revenue13.1 %12.7 %
Amortization of intangible assets92,04791,570
Operating income528,289488,499
Operating margin9.7 %9.2 %
Interest expense84,08082,440
Other (income)/expense, net(640)(450)
Income before income taxes444,849406,509
Provision for income taxes125,81599,595
Effective tax rate28.3 %24.5 %
Net income$319,034$306,914
Earnings per share:
Basic$5.56$5.03
Diluted$5.51$4.99

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Year Ended September 30, 2025
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Fiscal year 2024$5,306,197$4,054,545$1,251,652
Organic growth208,9613.9%119,4802.9%89,4817.1%
Disposal of businesses(95,186)(1.8)%(86,059)(2.1)%(9,127)(0.7)%
Currency effect compared to the prior period11,3040.2%9,8670.2%1,4370.1%
Fiscal year 2025$5,431,2762.4%$4,097,8331.1%$1,333,4436.5%

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Selling, general, and administrative (SG&A) expenses

Our SG&A expenses consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expenses for fiscal year 2025 include a charge of $39.5 million related to the sale of certain of our businesses in our Outside the U.S. Segment. These charges included accumulated foreign currency losses incurred over two decades of operations, as well as indemnifications provided to the buyer. Absent this charge, SG&A was broadly consistent with fiscal year 2024.

Interest expense

Our interest expense is principally driven by our debt facility in the United States. During fiscal year 2025, delays in payments from customers resulted in additional borrowings under our revolving credit facility, resulting in higher borrowings than in the prior year. This additional cost was partially offset by lower interest rates.

Our effective interest rate was 5.37% at September 30, 2025, compared to 5.52% at September 30, 2024. We have mitigated our risk by fixing interest rates on approximately half of our debt and our near-term capital allocation plan continues to prioritize reducing our debt using our free cash flow. At our current debt balances, a 100 basis point increase in the Secured Overnight Financing Rate (SOFR) would result in an increased annual interest expense of $7.0 million.

Income taxes

Our effective income tax rate for the fiscal years ended September 30, 2025 and 2024, was 28.3% and 24.5%, respectively. Our fiscal year 2025 tax rate was negatively affected by the disposal of our businesses in Australia and Korea.

For fiscal year 2026, we expect the effective tax rate to be between 25.0% and 26.0%. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed in the United States. We do not believe the OBBBA will have a significant effect on our fiscal year 2026 tax rate but we anticipate that it could have a favorable cash flow impact in fiscal year 2026.

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U.S. Federal Services Segment

Our U.S. Federal Services Segment delivers solutions that help various U.S. federal government agencies better execute on their mission, including program operations and management, clinical services, and advanced technology solutions.

Table MD&A 3: U.S. Federal Services Segment - Financial Results
For the Year Ended September 30,
20252024
(dollars in thousands)
Revenue$3,067,691$2,737,244
Cost of revenue2,256,9282,071,482
Gross profit810,763665,762
Selling, general, and administrative expenses341,608332,140
Operating income469,155333,622
Gross profit percentage26.4%24.3%
Operating margin percentage15.3%12.2%

Our revenue and cost of revenue for the fiscal year ended September 30, 2025, increased 12.1% and 9.0%, respectively, compared to the fiscal year ended September 30, 2024. All movement was organic.

Our revenue growth was driven by our clinical programs, including medical assessments, as well as from support provided to the Federal Emergency Management Agency (FEMA). We have long-standing arrangements with FEMA to provide short-term assistance for natural disasters, the extent and timing of which are difficult to predict.

Our medical assessment revenue benefitted from increased volumes, including those driven by the Honoring our Pact Act, which had necessitated a contract rebid to expand the scale of these arrangements, as well as volume increases from underlying assessment demands. Improvements in performance also reduced our share of penalties incurred, benefitting our profit margin.

Our margins received a benefit from the implementation of technology initiatives, which increased the productivity of our operations.

We anticipate operating margins for the U.S. Federal Services Segment in fiscal year 2026 to range between 15.5% and 16%.

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U.S. Services Segment

Our U.S. Services Segment provides a variety of services, such as program operations, clinical services, employment services and technology solutions and related professional services work for U.S. state and local government programs. These services support a variety of programs, including the programs under Medicaid and Children's Health Insurance Program (CHIP), the Affordable Care Act (ACA) marketplaces, Temporary Assistance to Needy Families (TANF), and child support programs.

Table MD&A 4: U.S. Services Segment - Financial Results
For the Year Ended September 30,
20252024
(dollars in thousands)
Revenue$1,763,691$1,911,813
Cost of revenue1,352,7091,432,026
Gross profit410,982479,787
Selling, general, and administrative expenses239,718232,805
Operating income171,264246,982
Gross profit percentage23.3%25.1%
Operating margin percentage9.7%12.9%

Our revenue and cost of revenue for the year ended September 30, 2025, decreased 7.7% and 5.5%, respectively. All movement was organic.

Our fiscal year 2024 results received the benefit of higher volumes as Medicaid redetermination activities continued, resulting in benefits to our revenue and profit margins. As anticipated, our results have returned to a steady state with the conclusion of this additional work.

The OBBBA, signed into law in 2025, requires changes to the manner and funding of some of our state-based programs. Although these changes are not anticipated in fiscal year 2026, states may make changes to programs in anticipation of these changes. The nature, extent and timing of these changes is still uncertain.

We anticipate operating margins for the U.S. Services Segment in fiscal year 2026 to range between 10% and 11%.

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Outside the U.S. Segment

Our Outside the U.S. Segment provides business process services and other solutions for international governments. These services include health and disability assessments, program administration for employment services, wellbeing solutions and other job seeker-related services, digitally-enabled customer services, and advanced technologies for modernization. We support programs and deliver services in the United Kingdom, including the Functional Assessment Services (FAS) contract and the Restart employment program. We also provide services in Canada and the Middle East.

Table MD&A 5: Outside the U.S. Segment - Financial Results
For the Year Ended September 30,
20252024
(dollars in thousands)
Revenue$599,894$657,140
Cost of revenue488,196551,037
Gross profit111,698106,103
Selling, general, and administrative expenses89,30798,398
Operating income22,3917,705
Gross profit percentage18.6%16.1%
Operating margin percentage3.7%1.2%
Table MD&A 6: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2024$657,140$551,037$106,103
Organic effect26,6364.1%13,3512.4%13,28512.5%
Disposal of businesses(95,186)(14.5)%(86,059)(15.6)%(9,127)(8.6)%
Currency effect compared to the prior period11,3041.7%9,8671.8%1,4371.4%
Balance for fiscal year 2025$599,894(8.7)%$488,196(11.4)%$111,6985.3%

We have divested a number of businesses from this segment across fiscal years 2024 and 2025. In December 2024, we completed the sale of our operations in Australia and Korea. These divestitures resulted in reduced revenues and profits, but provided a significant benefit to our segment operating margin.

Organic growth within the segment came from across the portfolio, including the FAS contract and other volume-based arrangements.

We anticipate operating margins for the Outside the U.S. Segment in fiscal year 2026 to range between 3% to 5%.

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Backlog

Backlog represents estimated future revenue from:

•existing signed contracts;

•contracts that have been awarded but not yet signed; and

•unexercised priced contract options.

As of September 30, 2025, we estimate that we had approximately $15.3 billion in backlog.

Table MD&A 7: Backlog by Segment
As of September 30,
20252024
(in millions)
U.S. Federal Services$9,780$10,286
U.S. Services3,9163,867
Outside the U.S.1,6312,014
Backlog$15,327$16,167

At September 30, 2025, the average weighted remaining life of the contracts in our backlog was approximately 5.0 years, including option periods.

Increases in backlog result from the award of new contracts and the extension or renewal of existing contracts. Reductions in backlog come from fulfilling contracts or the early termination of contracts, which our experience shows to be a rare occurrence. The backlog associated with our performance-based contracts is an estimate based upon management's experience of caseloads and similar transaction volume, which is subject to revision based upon the latest information available. Additionally, backlog estimates may be affected by foreign currency fluctuations. For further discussion of the risks related to our backlog, see "Risk Factors" in Item 1A of this Annual Report on Form 10-K, notably "We may not be able to realize the full value of our backlog."

We believe that it is difficult to predict with certainty future revenue solely based on an analysis of backlog or period-to-period comparisons. The actual timing of revenue from projects included in backlog will vary. We also may experience periods in which there is a greater concentration of rebids, resulting in a comparatively reduced backlog balance until subsequent award or extension on those contracts.

The longevity of these contracts assists management in predicting revenue, operating income, and cash flows for the purposes of business planning. Our standard forecasting process includes analyzing new work pipelines and submitted responses to requests for proposals when predicting future revenue, operating income, and cash flows.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and availability under our revolving credit facilities. As of September 30, 2025, we had $222.4 million in cash and cash equivalents. We believe that our current cash position, access to our revolvers, and cash flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund required long-term debt repayments, dividends, and any share purchases we might choose to make. We believe we have access to sufficient funds to manage through another shutdown of the U.S. federal government. See "Note 6. Debt and Derivatives" to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

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The below table summarizes our change in cash, cash equivalents, and restricted cash.

Table MD&A 8: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Year Ended September 30,
20252024
(in thousands)
Cash flows:
Net cash provided by operating activities$429,372$515,258
Net cash used in investing activities(60,261)(129,104)
Net cash used in financing activities(343,877)(275,646)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash(538)3,164
Net change in cash and cash equivalents and restricted cash$24,696$113,672

Net Cash Provided By Operating Activities

Net cash provided by operating activities decreased by $85.9 million in fiscal year 2025 compared to fiscal year 2024.

The decline has been driven by movements in cash collections and tax payments.

•Our Days Sales Outstanding (DSO) at September 30, 2025 was 62 days, up from 61 days at September 30, 2024. Although we have experienced payment delays during fiscal year 2025, these have been resolved as of September 30, 2025.

•In fiscal year 2024, we had received advanced payment on a single, large U.S.-based contract. These advanced payments did not recur in fiscal year 2025.

•Our U.S. income tax payments in fiscal year 2025 were approximately $50 million higher than in the prior fiscal year, reflecting increased profitability.

Net Cash Used In Investing Activities

Our investing cash outflows were $60.3 million in fiscal year 2025, declining from $129.1 million in the prior fiscal year.

•We have been making significant investments in our capital base in fiscal years 2024 and 2025, including upgrading technology in our federal medical disability examinations (MDE) contracts. This work was largely completed in the middle of fiscal year 2025.

•Fiscal year 2024 included an investment of $18.0 million to acquire one of our established vendors.

Net Cash Used In Financing Activities

We have utilized $447.5 million in fiscal year 2025 to purchase 5.8 million shares of our common stock. These purchases were funded by our operating cash flows, as well as a $250 million expansion of our credit facility.

Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

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Free Cash Flow (Non-GAAP)

Table MD&A 9: Free Cash Flow (Non-GAAP)
For the Year Ended September 30,
20252024
(in thousands)
Net cash provided by operating activities$429,372$515,258
Purchases of property and equipment and capitalized software(63,213)(114,190)
Free cash flow (Non-GAAP)$366,159$401,068

Material Cash Requirements from Contractual Obligations

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the "Credit Agreement"). At September 30, 2025, we owed $1.35 billion under the Credit Agreement, with access to an additional $750.0 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2031, when the agreement ends, and must be renegotiated or the funds repaid.

We have included the following table showing our debt balances as of September 30, 2025, and their effective interest rates.

Table MD&A 10: Debt Balances and Interest Rates as of September 30, 2025
September 30, 2025
Carrying valueEffective cash interest rateInterest rate basis
(dollars in thousands)
Term Loan A - Hedged through May 2026$500,0003.81%Fixed rate of 2.31% plus margin. (1)
Term Loan A - Unhedged353,1255.66%Term SOFR reset monthly plus margin. (1)
Term Loan B - Hedged through September 202675,0005.72%Fixed Rate of 3.72% plus 2% margin.
Term Loan B - Hedged through September 202775,0005.62%Fixed Rate of 3.62% plus 2% margin.
Term Loan B - Unhedged343,7506.16%Term SOFR reset monthly plus 2% margin.
Debt Principal$1,346,875

(1) The applicable margin for Term Loan A ranges from 1% to 2%, depending on our leverage ratio as determined based on our most recently filed financial statements. As of September 30, 2025, the applicable margin was 1.5%.

Our effective cash interest rate reflects the drivers of our cash interest payments as of September 30, 2025, which can change based upon the reset of the rates. Including the amortization of the upfront payments, our effective interest rate as of September 30, 2025 was 5.37%.

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The Credit Agreement contains a number of covenants. Failure to meet these requirements would result in a need to renegotiate the agreement, seek a waiver, or require us to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement:

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt (as defined by the Credit Agreement), offset by up to $150 million of unrestricted cash (Consolidated Net Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the Consolidated Net Total Leverage Ratio increases.

•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense, as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals, and estimated synergies from acquisitions. As a result, Consolidated EBITDA as defined by the Credit Agreement may not be comparable to EBITDA or related or similarly titled measures presented by other companies.

We have summarized below the components of our two financial ratio calculations, including the components of Consolidated EBITDA as defined by the Credit Agreement which are included within our financial statements. At September 30, 2025, we were in compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction on our ability to operate our business or to pay our dividends.

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Table MD&A 11: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement
For the Year Ended September 30,
20252024
(in thousands)
Net income$319,034$306,914
Adjustments:
Interest expense84,08082,440
Other (income)/expense, net(640)(450)
Provision for income taxes125,81599,595
Amortization of intangibles92,04791,570
Stock compensation expense41,18235,349
Acquisition-related expenses4273,218
Loss on sale of businesses39,5491,018
Depreciation and amortization of property, equipment, and capitalized software41,66933,957
Pro forma and other adjustments permitted by our Credit Agreement50,83272,172
Consolidated EBITDA (as defined by our Credit Agreement)$793,995$725,783
Table MD&A 12: Consolidated Net Total Leverage Ratio
For the Year Ended September 30,
20252024
(in thousands, except ratio data)
Funded Debt (as defined by our Credit Agreement)$1,346,875$1,145,819
Cash and cash equivalents up to $150 million150,000150,000
Consolidated Net Total Leverage (as defined by our Credit Agreement)$1,196,875$995,819
Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement)1.511.37
Table MD&A 13: Consolidated Net Interest Coverage Ratio
For the Year Ended September 30,
20252024
(in thousands, except ratio data)
Consolidated EBITDA (as defined by our Credit Agreement)$793,995$725,783
Interest expense84,08082,440
Components of other income/expense, net allowed in ratio calculation1,7482,533
Consolidated Net Interest Expense (as defined by our Credit Agreement)$85,828$84,973
Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement)9.258.54

Leases

As of September 30, 2025, we reported current and long-term operating lease liabilities of $38.6 million and $71.3 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. The majority of these leases are for real estate. In the event that we vacate a location, we may be obligated to continue making lease payments. Where possible, we mitigate this risk by including clauses allowing for the termination of lease agreements if the contract the location covers is terminated by our customer. See "Note 10. Leases" to the Consolidated Financial Statements for information regarding our leases, including obligations by fiscal year.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported. We consider the accounting policies below to be the most important to our financial position and results of operations either because of the significance of the financial statement item or because of the need to use significant judgment in recording the balance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are summarized in "Note 2. Significant Accounting Policies" of the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Revenue Recognition

Although much of our revenue is recognized concurrently with billing or with the passage of time, some of our revenue requires us to make estimates. These estimates are reviewed quarterly, with any changes being recorded as a cumulative catch-up.

Certain performance-based contracts include variable consideration in the form of penalties and incentives, based on our performance under the terms of the contract. The calculation of these penalties and incentives requires the evaluation of both objective and subjective criteria, which may require the use of estimates.

Within our employment services business in our Outside the U.S. segment, some of our performance-based contract revenue is recognized based on future milestones defined in each contract. This requires us to make estimates about the attainment of the milestones.

We estimate the total variable consideration we will receive using the expected value method. We recognize the revenue over the expected period of performance. At each reporting period, we update our estimates of the variable fees to represent the circumstances present at the end of the reporting period. We are required to constrain our estimates to the extent that it is probable that there will not be a significant reversal of cumulative revenue when the uncertainty is resolved. We do not have a history of significant constraints on these contracts.

Business Combinations and Goodwill

Our balance sheet as of September 30, 2025, includes $1.78 billion of goodwill and $538.3 million of net intangible assets. These assets are typically obtained through business acquisitions, and their acquisition and maintenance requires certain critical estimates.

•During an acquisition, we are required to estimate the fair value of all acquired tangible and intangible assets, as well as liabilities assumed, in order to allocate the purchase price. For many assets acquired and liabilities assumed, the calculation of fair value requires little judgment as balances may be readily convertible to cash receipts or cash payments, or there may be an active market against which to measure value. For the valuation of intangible assets, significant judgment is necessary in identifying and valuing such assets. This valuation will also involve identifying the useful economic life of this asset. Our estimates of these fair values and useful economic lives are based upon assumptions we believe to be reasonable and, where appropriate, include assistance from third-party appraisal firms.

•The excess purchase price over the identified net assets is considered to be goodwill. Goodwill is recorded at the reporting unit level. The identification of our reporting units requires judgment based on the manner in which our business is operated and the services performed. Our reporting units are consistent with our segments. Where we have acquisitions that provide services to more than one segment or where the acquisition provides benefits across all of our segments, we use judgment to allocate the goodwill balance based on the relative value we anticipate that each segment will realize.

•Goodwill is not amortized but is subject to impairment testing on an annual basis, or more frequently if impairment indicators arise. Impairment testing is performed at the reporting unit level. This process requires judgment in assessing the fair value of these reporting units. We performed the annual impairment test using the qualitative assessment as of July 1, 2025, and concluded it was not more likely than not that the fair value of the reporting units was less than the carrying amounts.

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Contingencies

From time to time, we are involved in legal proceedings, including contract and employment claims, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes to these contingencies, as well as potential ranges of probable losses, and establish reserves accordingly. The amount of reserves required may change in future periods due to new developments or changes in approach to a matter, such as a change in settlement strategy.

We are also subject to audits by our government clients on many of our contracts based upon measures such as costs incurred or transactions processed. These audits may take place several years after a contract has been completed. We maintain reserves where we believe a loss is probable and are able to estimate any potential liability that is updated as audits are completed.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, net cash provided by operating activities, operating income, net income, or earnings per share as measures of performance or liquidity. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

In fiscal year 2025, 11% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year.

In recent years, we have made a number of acquisitions and divestitures. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results, excluding transactions from acquisitions or disposals, to our prior fiscal year results.

Our previous acquisitions have resulted in significant intangible assets, which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. During fiscal years 2025 and 2024, we also incurred losses on sales of businesses. We believe that providing supplemental measures that exclude the impact of the items detailed below is useful to investors in evaluating our core operations and results in relation to past periods. Accordingly, we have calculated our net income and diluted earnings per share, excluding the effect of the amortization of intangible assets and divestiture-related charges. In addition, Adjusted EBITDA, as calculated by us, is also a useful measure of performance that focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation and amortization of property, equipment, and capitalized software, amortization of intangible assets, and divestiture-related charges. We believe that these non-GAAP measures assist investors in making comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore, the impacts of financing costs. As disclosed above, Adjusted EBITDA is calculated in a different manner from Consolidated EBITDA, as defined by our Credit Agreement.

We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.

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Table MD&A 14: Non-GAAP Adjusted Results - Operating Income, Adjusted EBITDA, Net Income, and Diluted Earnings per Share
For the Year Ended September 30,
20252024
(dollars in thousands, except per share data)
Operating income$528,289$488,499
Add back: Amortization of intangible assets92,04791,570
Add back: Divestiture-related charges39,5491,018
Add back: Depreciation and amortization of property, equipment, and capitalized software41,66933,957
Adjusted EBITDA (Non-GAAP)$701,554$615,044
Adjusted EBITDA margin (Non-GAAP)12.9%11.6%
Net income$319,034$306,914
Add back: Amortization of intangible assets, net of tax67,83967,481
Add back: Divestiture-related charges39,5491,018
Adjusted net income excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$426,422$375,413
Diluted earnings per share$5.51$4.99
Add back: Effect of amortization of intangible assets on diluted earnings per share1.171.10
Add back: Effect of divestiture-related charges on diluted earnings per share0.680.02
Adjusted diluted earnings per share excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$7.36$6.11

In order to sustain our cash flows from operations, we regularly refresh our fixed assets and technology. We believe that users of our financial statements want to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology that combines operating cash flows and capital expenditures. We provide free cash flow to complement our statement of cash flows. Free cash flow shows the effects of our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of cash flows from operations to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements want to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the quarter. Revenue per day for a quarter is determined by dividing total revenue by 91 days.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001032220-24-000094.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-11-21. Report date: 2024-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company's audited consolidated financial statements and the related notes thereto for the fiscal years ended September 30, 2024, 2023, and 2022, included in Item 8. Financial Statements and Supplementary Data.

The discussion below contains management's comments on our business strategy and outlook, and such discussions contain forward-looking statements. These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly involve estimates, assumptions, judgments, and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements, and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Item 1A. Risk Factors" and in "Special Note Regarding Forward-Looking Statements."

A discussion of our results of operations, backlog, and liquidity and capital resources for fiscal year 2023, including comparisons to fiscal year 2022, can be found in last year's Annual Report on Form 10-K.

Business Overview

For an overview of our business, including our business segments and discussion of the services we provide, see Item 1. Business of this Annual Report on Form 10-K.

Financial Overview

A number of factors have affected our fiscal year 2024 results, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•We experienced significant organic growth within our United States businesses. This growth was driven by volume growth on our core programs, a return to full volumes on programs tied to Medicaid-related activities, such as redeterminations, and incremental work on Medicaid-related activities that provided surplus volumes. This growth is reflected in our improved profitability and operating cash flows.

•Our results in fiscal year 2023 included significant costs related to the investigation and remediation of a cybersecurity incident. Although we continue to incur costs to resolve this matter, the level of costs in fiscal year 2024 was significantly lower.

•Our Outside the U.S. Segment has tempered losses through divestitures of businesses and a rebalancing of its portfolio. It has also received a benefit in fiscal year 2024 from the strength of the British Pound.

•Our interest costs have declined slightly despite fluctuating interest rates through a combination of reduced principal and our use of interest rate swaps.

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Results of Operations

The following table sets forth, for the fiscal years indicated, information derived from our statements of operations. In preparing our discussion and analysis of these results, we focused on the comparison between fiscal years 2024 and 2023.

Table MD&A 1: Consolidated Results of Operations
For the Year Ended September 30,
20242023
(dollars in thousands, except per share data)
Revenue$5,306,197$4,904,728
Cost of revenue4,054,5453,876,120
Gross profit1,251,6521,028,608
Gross profit percentage23.6 %21.0 %
Selling, general, and administrative expenses671,583639,223
Selling, general, and administrative expenses as a percentage of revenue12.7 %13.0 %
Amortization of intangible assets91,57094,591
Operating income488,499294,794
Operating margin9.2 %6.0 %
Interest expense82,44084,138
Other (income)/expense, net(450)363
Income before income taxes406,509210,293
Provision for income taxes99,59548,501
Effective tax rate24.5 %23.1 %
Net income$306,914$161,792
Earnings per share:
Basic$5.03$2.65
Diluted$4.99$2.63

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Year Ended September 30, 2024
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Fiscal year 2023$4,904,728$3,876,120$1,028,608
Organic growth432,3818.8%214,2575.5%218,12421.2%
Disposal of businesses(42,373)(0.9)%(45,539)(1.2)%3,1660.3%
Currency effect compared to the prior period11,4610.2%9,7070.3%1,7540.2%
Fiscal year 2024$5,306,1978.2%$4,054,5454.6%$1,251,65221.7%

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Selling, general, and administrative (SG&A) expenses

Our SG&A expenses consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expenses have expanded through our growth, as well as investments made in our workforce and infrastructure. In addition, our SG&A includes charges which are not directly connected to our day-to-day operations. Our costs for the year ended September 30, 2024 and 2023, include charges of $2.9 million and $29.3 million, respectively, for the investigation and remediation costs of a previously disclosed cybersecurity incident. As previously disclosed, the Company believes that the personal information of a significant number of individuals was accessed by an unauthorized third party by exploiting a zero-day vulnerability in a file transfer application used by the Company for internal and external file sharing purposes. We have provided notices to individuals whose personal information, including social security numbers, protected health information, and/or other personal information, may have been included in the impacted files.

Interest expense

Interest expense for fiscal year 2024 and 2023 decreased from $84.1 million to $82.4 million. Our exposure to increasing interest rates in the United States was mitigated by a reduction in our debt balance and by maintaining interest rate swap agreements on approximately 50% of our gross debt.

Our effective interest rate was 5.52% at September 30, 2024, compared to 5.97% at September 30, 2023, and 4.69% at September 30, 2022. We have mitigated our risk by fixing interest rates on $650 million of our debt and our near-term capital allocation plan continues to prioritize reducing our debt using our free cash flow. At our current debt balances, a 100 basis point change in SOFR would result in an increased annual interest expense of $5.0 million.

Income taxes

Our effective income tax rate for the year ended September 30, 2024 and 2023, was 24.5% and 23.1%, respectively. Our tax rate in fiscal year 2023 received the benefit of higher tax credits. For fiscal year 2025, we expect the effective tax rate to be between 24.5% and 25.5%.

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U.S. Federal Services Segment

Our U.S. Federal Services Segment delivers solutions that help various U.S. federal government agencies better deliver on their mission, including program operations and management, clinical services, and technology solutions. The segment also includes system and application development, Information Technology (IT) modernization, and maintenance services. Clinical services comprises appeals and assessments services, which includes managing the evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs (VA) and certain state-based assessments and appeals work that is part of the segment's heritage. Under Technology Consulting Services (TCS), the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies.

Table MD&A 3: U.S. Federal Services Segment - Financial Results
For the Year Ended September 30,
20242023
(dollars in thousands)
Revenue$2,737,244$2,403,606
Cost of revenue2,071,4821,845,720
Gross profit665,762557,886
Selling, general, and administrative expenses332,140308,197
Operating income333,622249,689
Gross profit percentage24.3%23.2%
Operating margin percentage12.2%10.4%

Our revenue and cost of revenue for the year ended September 30, 2024, increased 13.9% and 12.2%, respectively, compared to fiscal year 2023. All movement was organic.

Our revenue and margin growth has principally been driven by volume growth and strong performance on our contracts relating to clinical assessments.

We anticipate that revenue and profit margins will remain consistent through fiscal year 2025. We continue to monitor the status of announced recompetes of two of our significant contracts.

•The Centers for Medicare & Medicaid Services is currently recompeting the Contact Center Operations contract awarded to us in 2022, which is earlier-than-expected, and for the express purpose of including a labor harmony agreement requirement. In June 2024, we filed a pre-award protest which will be adjudicated by the Government Accountability Office. In September 2024, the Government Accountability Office partially sustained our pre-award protest thereby requiring redrafting of the labor harmony requirement. In November 2024, we filed a lawsuit in the U.S. Court of Federal Claims challenging the rebid of the contract awarded to us. The delayed procurement timeline now assumes an anticipated award in late second quarter of fiscal year 2025 and we remain engaged in the process to maintain leverage in advocating for our legal rights. Meanwhile, a subsequent contract option year has been executed by the customer which extends the current contract through September 2025. The $6.6 billion contract value over a base plus a nine-year period of performance, is equivalent to approximately 10% to 15% of total Company revenue on an annual basis. The contract type is cost-plus-award-fee which traditionally carries low single digit margins. Given the contract's absorption of indirect costs, the impact to consolidated operating income from the absence of this contract would likely be more significant than just the low single digit margin, depending in part on the extent to which we would be able to mitigate the effects. Maximus has consistently met or exceeded contractual service levels with uninterrupted operations and driven the highest independently measured customer satisfaction in the history of the program. We anticipate continuing to work on this contract uninterrupted until the recompete process, including any subsequent protest actions, is completed. We also believe that, as the incumbent, we have significant operational advantages.

•A majority of the MDE contracts under the VA, which comprise our acquired VES business, had ceilings on claims volumes at the time of award in 2018. Volumes have significantly increased since the passage of the PACT Act, thereby requiring a rebid process. In fiscal year 2024, these contracts together represented approximately 30% to 35% of this segment's revenue. We anticipate continuing to work on these contracts uninterrupted until the recompete process is completed and that, as the incumbent, we have significant operational advantages.

We anticipate operating margins in fiscal year 2025 of approximately 12%.

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U.S. Services Segment

Our U.S. Services Segment provides a variety of BPS, such as program operations, clinical services, employment services, and technology solutions and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the programs under ACA, Medicaid, the Children's Health Insurance Program (CHIP), Temporary Assistance to Needy Families (TANF), and child support programs. In fiscal years 2020 through 2023, many programs in this segment were operating with depressed margins resulting from the pause in Medicaid redeterminations. The depressed margins resulted from reduced operating leverage in the segment as costs could not scale down at the same rate to meet lower demand due to the requirements to fulfill other obligations on these contracts. Fiscal year 2024 reflected a full period of volumes. The middle two quarters of the fiscal year experienced slightly elevated volumes from excess temporary work. This work was concluded by the last fiscal quarter with the segment’s margin appropriately aligned.

Table MD&A 4: U.S. Services Segment - Financial Results
For the Year Ended September 30,
20242023
(dollars in thousands)
Revenue$1,911,813$1,812,069
Cost of revenue1,432,0261,434,528
Gross profit479,787377,541
Selling, general, and administrative expenses232,805194,991
Operating income246,982182,550
Gross profit percentage25.1%20.8%
Operating margin percentage12.9%10.1%

Our revenue for the year ended September 30, 2024, increased 5.5% and cost of revenue slightly declined compared to fiscal year 2023. All movement was organic.

Growth in fiscal year 2024 was principally from Medicaid-related activities returning to normal levels, supplemented by some additional volumes from catch-up work. This resulted in improvements to our profit margins. At this time, much of the additional volume and extra services related to the unwinding have ended and, accordingly, we anticipate that our results in fiscal year 2025 will revert to a run-rate consistent with the fourth quarter of fiscal year 2024. We anticipate profit margins of approximately 11% in fiscal year 2025.

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Outside the U.S. Segment

Our Outside the U.S. Segment provides BPS and technology solutions for international governments. These services include health and disability assessments, program administration for employment services, wellbeing solutions and other job seeker-related services, digitally-enabled customer services, and advanced technologies for modernization. We support programs and deliver services in the United Kingdom, including the newly awarded Functional Assessment Services (FAS) contract, which replaced the Health Assessment Advisory Service (HAAS) contract, and the Restart employment program; and Australia, including Workforce Australia, and other employment support and job seeker services in a number of other countries.

Table MD&A 5: Outside the U.S. Segment - Financial Results
For the Year Ended September 30,
20242023
(dollars in thousands)
Revenue$657,140$689,053
Cost of revenue551,037595,872
Gross profit106,10393,181
Selling, general, and administrative expenses98,398102,311
Operating income/(loss)7,705(9,130)
Gross profit percentage16.1%13.5%
Operating margin percentage1.2%(1.3)%
Table MD&A 6: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2023$689,053$595,872$93,181
Organic effect(1,001)(0.1)%(9,003)(1.5)%8,0028.6%
Disposal of businesses(42,373)(6.1)%(45,539)(7.6)%3,1663.4%
Currency effect compared to the prior period11,4611.7%9,7071.6%1,7541.9%
Balance for fiscal year 2024$657,140(4.6)%$551,037(7.5)%$106,10313.9%

The Outside the U.S. Segment has tempered losses through a rebalancing of its contract portfolio and the divestiture of a number of operations as part of an effort to improve performance and deliver consistent profitability. We are prioritizing these efforts and anticipate a smaller footprint once completed. We expect these actions would result in divestiture-related charges that would not impact our adjusted operating income.

The divestitures include the sale of a small commercial practice in the United Kingdom and our Swedish business in fiscal year 2023 and the sale of our businesses in Italy and Singapore, as well as our Canadian employment services contract, in fiscal year 2024. These disposals had a positive effect on our overall profit margins.

Margins also received the benefit of improved organic performance, where costs were reduced. Much of this benefit was from our contracts in the United Kingdom, which also received the benefit of stronger currency than in fiscal year 2023.

We recognize revenue over our period of performance, using estimates of our ability to place people in work and the time that this will take. Our estimates are based upon historical performance, where appropriate and available, and are constantly updated. This may result in volatility within revenue as changes in estimates of future performance impact the revenue recognized in any period.

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Backlog

Backlog represents estimated future revenue from:

•existing signed contracts;

•contracts that have been awarded but not yet signed; and

•unexercised priced contract options.

As of September 30, 2024, we estimate that we had approximately $16.2 billion in backlog.

Table MD&A 7: Backlog by Segment
As of September 30,
20242023
(in millions)
U.S. Federal Services$10,286$13,800
U.S. Services3,8674,851
Outside the U.S.2,0142,089
Backlog$16,167$20,740

At September 30, 2024, the average weighted remaining life of the contracts in our backlog was approximately 6.33 years, including option periods.

Increases in backlog result from the award of new contracts and the extension or renewal of existing contracts. Reductions in backlog come from fulfilling contracts or the early termination of contracts, which our experience shows to be a rare occurrence. The backlog associated with our performance-based contracts is an estimate based upon management's experience of caseloads and similar transaction volume, which is subject to revision based upon the latest information available. Additionally, backlog estimates may be affected by foreign currency fluctuations. For further discussion of the risks related to our backlog, see "Risk Factors" in Item 1A of this Annual Report, notably "We may not be able to realize the full value of our backlog."

We believe that comparisons of backlog period-to-period are difficult. We also believe that it is difficult to predict future revenue solely based on analysis of backlog. The actual timing of revenue from projects included in backlog will vary. We also may experience periods in which there is a greater concentration of rebids, resulting in a comparatively reduced backlog balance until subsequent award or extension on those contracts.

The longevity of these contracts assists management in predicting revenue, operating income, and cash flows for the purposes of business planning. Our standard forecasting process includes analyzing new work pipelines and submitted responses to requests for proposals (RFPs) when predicting future revenue, operating income, and cash flows.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and availability under our revolving credit facilities. As of September 30, 2024, we had $183.1 million in cash and cash equivalents. We believe that our current cash position, access to our revolvers, and cash flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund required long-term debt repayments, dividends, and any share purchases we might choose to make. We believe we have access to sufficient funds to manage through a potential shutdown of the U.S. federal government. See "Note 8. Debt and Derivatives" to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

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The below table summarizes our change in cash, cash equivalents, and restricted cash.

Table MD&A 8: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Year Ended September 30,
20242023
(in thousands)
Cash flows:
Net cash provided by operating activities$515,258$314,340
Net cash used in investing activities(129,104)(80,963)
Net cash used in financing activities(275,646)(250,798)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash3,1642,717
Net change in cash and cash equivalents and restricted cash$113,672$(14,704)

Net Cash Provided By Operating Activities

Net cash provided by operating activities increased by $200.9 million in fiscal year 2024 compared to fiscal year 2023. Almost all of this increase was a result of our increased profitability.

Our Days Sales Outstanding (DSO) has remained broadly consistent from September 30, 2022, when it was 62 days, through September 30, 2023 (60 days), and September 30, 2024 (61 days). Excluding the effect of our Receivables Purchase Agreement, our DSO would have been 65 days at both September 30, 2024 and 2023.

Net Cash Used In Investing Activities

We continue to make significant investments in our capital base, most notably in upgrading technology on our Federal MDE contracts; we anticipate this capital spend will decline in fiscal year 2025.

In addition, we invested $18 million in acquiring one of our established vendors.

During fiscal year 2024, we sold our businesses in Italy and Singapore, as well as our Canadian employment business. In fiscal year 2023, we sold a small commercial practice in the United Kingdom on payments terms which included installment payments.

Net Cash Used In Financing Activities

The principal drivers of financing cash flows are the Credit Agreement, our equity transactions, and restricted cash flows where we hold funds on behalf of customers or vendors.

During both fiscal years 2023 and 2022, we utilized our operating cash inflows to pay down debt and pay our dividends. In fiscal year 2024, we also used funds to purchase Maximus common stock.

Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

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Free Cash Flow (Non-GAAP)

Table MD&A 9: Free Cash Flow (Non-GAAP)
For the Year Ended September 30,
20242023
(in thousands)
Net cash provided by operating activities$515,258$314,340
Purchases of property and equipment and capitalized software(114,190)(90,695)
Free cash flow (Non-GAAP)$401,068$223,645

Material Cash Requirements from Contractual Obligations

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the "Credit Agreement"). At September 30, 2024, we owed $1.15 billion under the Credit Agreement, with access to an additional $750.0 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2031, when the agreement ends, and must be renegotiated or the funds repaid.

We have included the following table showing our debt balances as of September 30, 2024, and their effective interest rates.

Table MD&A 10: Debt Balances and Interest Rates as of September 30, 2024
September 30, 2024
Carrying valueEffective cash interest rateInterest rate basis
(dollars in thousands)
Term Loan A - Hedged through May 2026$500,0003.81%Fixed rate of 2.31% plus margin. (1)
Term Loan A - Unhedged141,8756.10%Term SOFR reset monthly plus margin. (1)
Term Loan B - Hedged through September 202675,0005.72%Fixed rate of 3.72% plus margin. (1)
Term Loan B - Hedged through September 202575,0006.09%Fixed rate of 4.09% plus margin. (1)
Term Loan B - Unhedged348,7506.60%Term SOFR reset monthly plus margin. (1)
Debt held by international subsidiaries5,1946.28%Floating rate, reset quarterly.
Debt Principal$1,145,819

(1) Applicable margin ranges between 1% and 2%, based on our leverage ratio.

Our effective cash interest rate reflects the drivers of our cash interest payments as of September 30, 2024, which can change based upon the reset of the rates. Including the amortization of the upfront payments, our effective interest rate as of September 30, 2024 was 5.52%.

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The Credit Agreement contains a number of covenants with which we are expected to comply. Failure to meet these requirements would result in a need to renegotiate the agreement or a requirement to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement.

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt, offset by up to $150 million (which was $75 million under our previous agreement) of unrestricted cash (Consolidated Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the leverage ratio increases.

•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals, and estimated synergies from acquisitions. As a result, Consolidated EBITDA as defined by the Credit Agreement is calculated in a different manner from the Adjusted EBITDA we utilize to assess business performance and may not be comparable to EBITDA or related or similarly-titled measures presented by other companies.

We have summarized below the components of our two financial ratio calculations, including the components of Consolidated EBITDA as defined by the Credit Agreement, which are included within our financial statements. At September 30, 2024, we were in compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction in our ability to operate our business or to pay our dividends.

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Table MD&A 11: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement
For the Year Ended September 30,
20242023
(in thousands)
Net income$306,914$161,792
Adjustments:
Interest expense82,44084,138
Other expense, net(450)363
Provision for income taxes99,59548,501
Amortization of intangibles91,57094,591
Stock compensation expense35,34929,522
Acquisition-related expenses3,218575
Loss on sale of businesses1,018883
Depreciation and amortization of property, equipment, and capitalized software33,95754,725
Pro forma and other adjustments permitted by our Credit Agreement72,17269,892
Consolidated EBITDA (as defined by our Credit Agreement)$725,783$544,982
Table MD&A 12: Consolidated Net Total Leverage Ratio
For the Year Ended September 30,
20242023
(in thousands, except ratio data)
Funded Debt (as defined by our Credit Agreement)$1,145,819$1,257,529
Cash and cash equivalents up to $150 million150,00065,405
Consolidated Net Total Leverage (as defined by our Credit Agreement)$995,819$1,192,124
Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement)1.372.19
Table MD&A 13: Consolidated Net Interest Coverage Ratio
For the Year Ended September 30,
20242023
(in thousands, except ratio data)
Consolidated EBITDA (as defined by our Credit Agreement)$725,783$544,982
Interest expense82,44084,138
Components of other income/expense, net allowed in ratio calculation2,5332,684
Consolidated Net Interest Expense (as defined by our Credit Agreement)$84,973$86,822
Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement)8.546.28

Leases

As of September 30, 2024, we reported current and long-term operating lease liabilities of $47.7 million and $97.2 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. The majority of these leases are for real estate. In the event that we vacate a location, we may be obligated to continue making lease payments. Where possible, we mitigate this risk by including clauses allowing for the termination of lease agreements if the contract the location covers is terminated by our customer. See "Note 10. Leases" to the Consolidated Financial Statements for information regarding our leases, including obligations by fiscal year.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported. We consider the accounting policies below to be the most important to our financial position and results of operations either because of the significance of the financial statement item or because of the need to use significant judgment in recording the balance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are summarized in "Note 2. Significant Accounting Policies" of the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Revenue Recognition

Although much of our revenue is recognized concurrently with billing or with the passage of time, some of our revenue requires us to make estimates. These estimates are reviewed quarterly, with any changes being recorded as a cumulative catch-up.

Certain performance-based contracts include variable consideration in the form of penalties and incentives, based on our performance under the terms of the contract. The calculation of these penalties and incentives requires the evaluation of both objective and subjective criteria, which may require the use of estimates.

Within our employment services business in our Outside the U.S. segment, some of our performance-based contract revenue is recognized based on future milestones defined in each contract. This requires us to make estimates about the attainment of the milestones.

We estimate the total variable consideration we will receive using the expected value method. We recognize the revenue over the expected period of performance. At each reporting period, we update our estimates of the variable fees to represent the circumstances present at the end of the reporting period. We are required to constrain our estimates to the extent that it is probable that there will not be a significant reversal of cumulative revenue when the uncertainty is resolved. We do not have a history of significant constraints on these contracts.

Business Combinations and Goodwill

Our balance sheet as of September 30, 2024, includes $1.78 billion of goodwill and $630.6 million of net intangible assets. These assets are typically obtained through business acquisitions, and their acquisition and maintenance requires certain critical estimates.

•During an acquisition, we are required to estimate the fair value of all acquired tangible and intangible assets, as well as liabilities assumed, in order to allocate the purchase price. For many assets acquired and liabilities assumed, the calculation of fair value requires little judgment as balances may be readily convertible to cash receipts or cash payments, or there may be an active market against which to measure value. For the valuation of intangible assets, significant judgment is necessary in identifying and valuing such assets. This valuation will also involve identifying the useful economic life of this asset. Our estimates of these fair values and useful economic lives are based upon assumptions we believe to be reasonable and, where appropriate, include assistance from third-party appraisal firms. The accounting for our acquisitions included determining the fair value of intangible assets representing customer relationships, the VES provider network, technology, and an assembled workforce. In making our determination of the fair value of these assets, we utilized estimates, the most significant of which were forecasts related to future revenues and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking, and could be affected by future economic and market conditions. The asset values and asset lives determined at acquisition may change based on circumstances such as contract terminations or changes in strategy. When this occurs, we may need to accelerate our amortization charges. These assets are also subject to impairment if events indicate that the carrying value of the assets may not be recoverable. For example, our intangible asset balance includes customer relationship assets which, if the customer relationship ends, would require evaluation of the remaining asset life and asset value.

•The excess purchase price over the identified net assets is considered to be goodwill. Goodwill is recorded at the reporting unit level. The identification of our reporting units requires judgment based on the manner in which our business is operated and the services performed. Our reporting units are consistent with our segments. Where we have acquisitions that provide services to more than one segment or where the acquisition provides benefits across all of our segments, we use judgment to allocate the goodwill balance based on the relative value we anticipate that each segment will realize.

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•Goodwill is not amortized but is subject to impairment testing on an annual basis, or more frequently if impairment indicators arise. Impairment testing is performed at the reporting unit level. This process requires judgment in assessing the fair value of these reporting units. We performed the annual impairment test using the qualitative assessment as of July 1, 2024, and concluded it was not more likely than not that the fair value of the reporting units was less than the carrying amounts.

Contingencies

From time to time, we are involved in legal proceedings, including contract and employment claims, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes to these contingencies, as well as potential ranges of probable losses, and establish reserves accordingly. The amount of reserves required may change in future periods due to new developments or changes in approach to a matter, such as a change in settlement strategy.

We are also subject to audits by our government clients on many of our contracts based upon measures such as costs incurred or transactions processed. These audits may take place several years after a contract has been completed. We maintain reserves where we believe a loss is probable and are able to estimate any potential liability that is updated as audits are completed.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, net cash provided by operating activities, operating income, net income, or earnings per share as measures of performance or liquidity. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

In fiscal year 2024, 12% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year.

In recent years, we have made a number of acquisitions. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results, excluding transactions from acquisitions or disposals, to our prior fiscal year results.

Our recent acquisitions have resulted in significant intangible assets, which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. During fiscal year 2023, we have also incurred losses on sales of businesses and taken an impairment charge on a business sold in early fiscal year 2024. We believe that providing supplemental measures that exclude the impact of the items detailed below is useful to investors in evaluating our core operations and results in relation to past periods. Adjusted EBITDA is also a useful measure of performance that focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation, amortization and divestiture-related charges, and makes for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore, the impacts of financing costs. Accordingly, we have calculated our operating income, Adjusted EBITDA, net income, and diluted earnings per share, excluding the effect of the amortization of intangible assets and divestiture-related charges. As noted above, Adjusted EBITDA is calculated in a different manner from Consolidated EBITDA, as defined by our Credit Agreement. We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.

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Table MD&A 14: Non-GAAP Adjusted Results - Operating Income, Adjusted EBITDA, Net Income, and Diluted Earnings per Share
For the Year Ended September 30,
20242023
(dollars in thousands, except per share data)
Operating income$488,499$294,794
Add back: Amortization of intangible assets91,57094,591
Add back: Divestiture-related charges1,0183,751
Adjusted operating income excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$581,087$393,136
Adjusted operating income margin excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)11.0%8.0%
Add back: Depreciation and amortization of property, equipment, and capitalized software33,95754,725
Adjusted EBITDA (Non-GAAP)$615,044$447,861
Adjusted EBITDA margin (Non-GAAP)11.6%9.1%
Net income$306,914$161,792
Add back: Amortization of intangible assets, net of tax67,48169,714
Add back: Divestiture-related charges1,0183,751
Adjusted net income excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$375,413$235,257
Diluted earnings per share$4.99$2.63
Add back: Effect of amortization of intangible assets on diluted earnings per share1.101.14
Add back: Effect of divestiture-related charges on diluted earnings per share0.020.06
Adjusted diluted earnings per share excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$6.11$3.83

In order to sustain our net cash provided by operating activities, we regularly refresh our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology that combines net cash provided by operating activities and capital expenditures. We provide free cash flow to complement our consolidated statements of cash flows. Free cash flow shows the effects of our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of net cash provided by operating activities to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements wish to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the period. Revenue per day for a quarter is determined by dividing total revenue by 91 days.

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FY 2023 10-K MD&A

SEC filing source: 0001032220-23-000096.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-11-16. Report date: 2023-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company's audited consolidated financial statements and the related notes thereto for the fiscal years ended September 30, 2023, 2022, and 2021, included in Item 8. Financial Statements and Supplementary Data.

The discussion below contains management's comments on our business strategy and outlook, and such discussions contain forward-looking statements. These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly involve estimates, assumptions, judgments, and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements, and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Item 1A. Risk Factors and in "Special Note Regarding Forward-Looking Statements."

A discussion comparing our results of operations, backlog, and liquidity and capital resources between fiscal years 2022 and 2021 can be found in our Annual Report on Form 10-K for the year ended September 30, 2022, which we filed with the Securities and Exchange Commission on November 22, 2022.

Business Overview

For an overview of our business, including our business segments and discussion of the services we provide, see Item 1. Business of this Annual Report on Form 10-K.

Financial Overview

A number of factors have affected our fiscal year 2023 results, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•Our operations within the United States received the benefit of contract growth, including a return to redetermination activity. As redetermination activity resumed during the year, this provided a benefit to both revenue and profit as volumes increased to match our resources.

•Our Selling, General and Administrative ("SG&A") cost base has expanded with the growth of the business, including investments in our workforce and business infrastructure. In addition, we recorded $29.3 million as the estimated costs for the investigation and remediation of a cybersecurity incident, $0.9 million related to the disposal of two businesses in fiscal year 2023, and $2.9 million of charges relating to sales completed in October 2023.

•The cost of our debt has increased year-over-year as interest rates have risen.

•The strength of the United States Dollar over the other currencies in which we do business has tempered our results in our Outside the U.S. Segment.

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Results of Operations

The following table sets forth, for the fiscal years indicated, information derived from our statements of operations. In preparing our discussion and analysis of these results, we focused on the comparison between fiscal years 2023 and 2022.

Table MD&A 1: Consolidated Results of Operations
For the Year Ended September 30,
20232022
(dollars in thousands, except per share data)
Revenue$4,904,728$4,631,018
Cost of revenue3,876,1203,691,208
Gross profit1,028,608939,810
Gross profit percentage21.0 %20.3 %
Selling, general, and administrative expenses639,223534,493
Selling, general, and administrative expenses as a percentage of revenue13.0 %11.5 %
Amortization of intangible assets94,59190,465
Gain on sale of land and building11,046
Operating income294,794325,898
Operating margin6.0 %7.0 %
Interest expense84,13845,965
Other expense, net3632,835
Income before income taxes210,293277,098
Provision for income taxes48,50173,270
Effective tax rate23.1 %26.4 %
Net income$161,792$203,828
Earnings per share:
Basic$2.65$3.30
Diluted$2.63$3.29

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Year Ended September 30, 2023
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Fiscal year 2022$4,631,018$3,691,208$939,810
Organic effect326,7457.1%235,8596.4%90,8869.7%
Disposal of businesses(22,050)(0.5)%(22,799)(0.6)%7490.1%
Acquired growth4,1790.1%2,2970.1%1,8820.2%
Currency effect compared to the prior period(35,164)(0.8)%(30,445)(0.8)%(4,719)(0.5)%
Fiscal year 2023$4,904,7285.9%$3,876,1205.0%$1,028,6089.4%

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Selling, general, and administrative expenses

Our SG&A expenses consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expenses have expanded through our growth, as well as investments made in our workforce and infrastructure. In addition, our SG&A includes charges which are not directly connected to our day-to-day operations.

•Our costs for the year ended September 30, 2023, include a $29.3 million expense incurred in the second half of the year for our best estimate of the investigation and remediation costs of a previously disclosed cybersecurity incident. As previously disclosed, the Company believes that the personal information of a significant number of individuals was accessed by an unauthorized third party by exploiting a zero-day vulnerability in a file transfer application used by the Company for internal and external file sharing purposes. We have provided notices to individuals whose personal information, including social security numbers, protected health information, and/or other personal information, may have been included in the impacted files.

•We include costs related to our acquisitions within SG&A. For the year ended September 30, 2023, we increased anticipated consideration for our Aidvantage business, which we acquired in fiscal year 2022, for consideration based upon future performance.

•Our SG&A expense for the year ended September 30, 2023 also includes losses of $0.9 million relating to the sale of two small businesses and $2.9 million related to assets in businesses that were sold subsequent to year end.

Interest expense

Interest expense for fiscal year 2023 and 2022 increased from $46.0 million to $84.1 million. This increase is principally due to market rate increases.

Our effective interest rate was 5.97% at September 30, 2023, compared to 4.69% at September 30, 2022, and 2.05% at September 30, 2021. We have mitigated our risk by fixing interest rates on $650 million of our debt and our near-term capital allocation plan continues to prioritize reducing our debt using our free cash flow. At our current debt balances, a 100 basis point change in SOFR would result in an increased annual interest expense of $6.1 million.

Income taxes

Our effective income tax rate for the year ended September 30, 2023 and September 30, 2022, was 23.1% and 26.4 %, respectively. The decrease in tax rate was primarily driven by higher tax credits and stock vesting benefits in the US, as well as a mix of jurisdictions where we recorded profit. For fiscal year 2024, we expect the effective tax rate to be between 24.5% and 25.5%.

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U.S. Federal Services Segment

Our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. federal government agencies better deliver on their mission, including program operations and management, clinical services, and technology solutions. This segment also includes appeals and assessments services, system and application development, Information Technology ("IT") modernization, and maintenance services. Certain state-based assessments and appeals work that is part of the segment's heritage continues to be managed within this segment. Under Technology Consulting Services ("TCS"), the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions through VES, which manages the clinical evaluation process for U.S. veterans and service members on behalf of the VA.

Table MD&A 3: U.S. Federal Services Segment - Financial Results
For the Year Ended September 30,
20232022
(dollars in thousands)
Revenue$2,403,606$2,259,744
Cost of revenue1,845,7201,740,304
Gross profit557,886519,440
Selling, general, and administrative expenses308,197284,509
Operating income249,689234,931
Gross profit percentage23.2%23.0%
Operating margin percentage10.4%10.4%

Our results for the year ended September 30, 2023, received revenue growth from Aidvantage and the increased volume on the VA medical disability examination ("MDE") contracts. Profitability improvements from the VA MDE contracts were partially offset by our need to ramp up staffing for these contracts during the early part of the year in anticipation of the current higher volumes.

We anticipate that the growth in fiscal year 2023 will continue into fiscal year 2024, continuing to receive the benefit of new and expanded work on the VA MDE contracts. Operating margins are expected to range between 11% and 12% as the volume of work in the VA MDE contracts and the Aidvantage student loan business rises to meet our staffing levels.

Although a shutdown by the U.S. federal government may create challenges for our business, particularly if payments are delayed, we believe that a significant majority of our work is considered "essential" by the government and would be expected to have minimal disruption.

U.S. Services Segment

Our U.S. Services Segment provides a variety of BPS, such as program administration, assessments, and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the ACA, Medicaid, the Children's Health Insurance Program ("CHIP"), Temporary Assistance to Needy Families ("TANF"), and child support programs. Over the last three years, many programs in this segment have been operating with depressed margins resulting from the pause in Medicaid redeterminations. The depressed margins have resulted from reduced operating leverage in the segment as costs cannot scale down at the same rate to meet lower demand due to requirements to fulfill other obligations on these contracts. With the resumption of redeterminations, we expect a full period of volumes in 2024 coming back into these programs, enabling our operating leverage to recover.

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Table MD&A 4: U.S. Services Segment - Financial Results
For the Year Ended September 30,
20232022
(dollars in thousands)
Revenue$1,812,069$1,607,612
Cost of revenue1,434,5281,264,608
Gross profit377,541343,004
Selling, general, and administrative expenses194,991160,902
Operating income182,550182,102
Gross profit percentage20.8%21.3%
Operating margin percentage10.1%11.3%

Our revenue and cost of revenue for the year ended September 30, 2023, increased 12.7% and 13.4%, respectively, compared to fiscal year 2022. All movement was organic.

This segment received the benefit of the return of Medicaid eligibility redetermination work towards the latter half of the year; this work had previously been suspended or reduced during the COVID-19 pandemic. This resumed work, as well as new work and the conversion of short-term arrangements into long-term contracts, boosted profit margins in the latter half of the year.

We believe our redetermination work will continue to resume in fiscal year 2024, offsetting losses of the final pieces of COVID-19 pandemic revenue, which we recorded in early fiscal year 2023. We expect our full-year profit margin to be approximately 11% as the level of work performed moves up to match our base staffing levels.

Outside the U.S. Segment

Our Outside the U.S. Segment provides BPS for international governments, transforming the lives of people around the world. Helping people find employment, access vital support, and remain healthy, these services include health and disability assessments, program administration for employment services, wellbeing solutions, and other job seeker-related services. We support programs and deliver services in the United Kingdom, including the Health Assessment Advisory Service ("HAAS") and the recently awarded replacement contract to start in 2024, Functional Assessment Services (“FAS”), and Restart; Australia, including Workforce Australia and employment support and job seeker services worldwide.

Table MD&A 5: Outside the U.S. Segment - Financial Results
For the Year Ended September 30,
20232022
(dollars in thousands)
Revenue$689,053$763,662
Cost of revenue595,872686,296
Gross profit93,18177,366
Selling, general, and administrative expenses102,31192,536
Operating loss(9,130)(15,170)
Gross profit percentage13.5%10.1%
Operating margin percentage(1.3)%(2.0)%

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Table MD&A 6: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2022$763,662$686,296$77,366
Organic effect(21,574)(2.8)%(39,477)(5.8)%17,90323.1%
Disposal of businesses(22,050)(2.9)%(22,799)(3.3)%7491.0%
Acquired growth4,1790.5%2,2970.3%1,8822.4%
Currency effect compared to the prior period(35,164)(4.6)%(30,445)(4.4)%(4,719)(6.1)%
Balance for fiscal year 2023$689,053(9.8)%$595,872(13.2)%$93,18120.4%

Our results for fiscal year 2023 were tempered by challenges within our welfare-to-work services, both at the macroeconomic level, where markets with low unemployment reduce the demand for our services, and at a contract level, where the reduction in scope of our Australian contract has reduced both revenue and profitability.

In March 2023, we sold a small commercial practice in the United Kingdom and our employment operations in Sweden. Prospectively, we anticipate this will marginally improve our profit margins.

This segment also experienced declines in revenue and cost from currency movements, with the major currencies in which we do business declining year-over-year against the United States Dollar.

Much of our revenue growth stems from our employment services contracts, where we are paid based upon our ability to place individuals in long-term sustained employment. We recognize revenue over our period of performance, using estimates of our ability to place people in work and the time that this will take. Our estimates are based upon historical performance, where appropriate and available, and are constantly updated. This may result in volatility within revenue as changes in estimates of future performance impact the revenue recognized in any period.

We are continuing our efforts to improve the performance of this segment. Subsequent to September 30, 2023, we sold our businesses in Italy and Singapore, as well as part of our business in Canada. These businesses had provided approximately $28 million of revenue and a gross loss of $3 million in fiscal year 2023. With these disposals, we anticipate that this segment will break even at an operating margin level in fiscal year 2024. As we establish our plans for fiscal year 2024 and beyond, the actions we consider may result in additional charges, including impairment of assets.

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Backlog

Backlog represents estimated future revenue from:

•existing signed contracts;

•contracts that have been awarded but not yet signed; and

•unexercised priced contract options.

As of September 30, 2023, we estimate that we had approximately $20.7 billion in backlog.

Table MD&A 7: Backlog by Segment
As of September 30,
20232022
(in millions)
U.S. Federal Services$13,800$13,168
U.S. Services4,8515,205
Outside the U.S.2,0891,441
Backlog$20,740$19,814

At September 30, 2023, the average weighted remaining life of the contracts in our backlog was approximately 5.92 years, including option periods.

Increases in backlog result from the award of new contracts and the extension or renewal of existing contracts. Reductions in backlog come from fulfilling contracts or the early termination of contracts, which our experience shows to be a rare occurrence. See "Risk Factors" in Item 1A of this Annual Report. The backlog associated with our performance-based contracts is an estimate based upon management's experience of caseloads and similar transaction volume, which is subject to revision based upon the latest information available. Additionally, backlog estimates may be affected by foreign currency fluctuations.

We believe that comparisons of backlog period-to-period are difficult. We also believe that it is difficult to predict future revenue solely based on analysis of backlog. The actual timing of revenue from projects included in backlog will vary. We also may experience periods in which there is a greater concentration of rebids, resulting in a comparatively reduced backlog balance until subsequent award or extension on those contracts.

The longevity of these contracts assists management in predicting revenue, operating income, and cash flows for the purposes of business planning. We expect approximately 24% of the backlog balance to be realized as revenue in fiscal year 2024. Our standard forecasting process includes analyzing new work pipelines and submitted responses to requests for proposals ("RFPs") when predicting future revenue, operating income, and cash flows.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and availability under our revolving credit facilities. As of September 30, 2023, we had $65.4 million in cash and cash equivalents. We believe that our current cash position, access to our revolvers, and cash flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund required long-term debt repayments, dividends, and any share purchases we might choose to make. We believe we have access to sufficient funds to manage through a potential shutdown of the U.S. federal government. See "Note 8. Debt and Derivatives" to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

During fiscal year 2023, we entered into a number of debt-related transactions.

•We entered into additional interest rate swaps to bring the total balance of our credit facility subject to fixed rates to $650 million. This allows us greater opportunity to predict and manage our interest payments.

•We amended both our debt and the corresponding interest rate swaps to use interest rates based upon the Secured Overnight Financing Rate ("SOFR"), replacing the previous LIBOR basis.

•As part of the transition to SOFR, we redeemed some of our Term Loan B debt.

We have included the following table showing our debt balances as of September 30, 2023, and their effective interest rates.

Table MD&A 8: Debt Balances and Interest Rates as of September 30, 2023
September 30, 2023
Carrying valueEffective cash interest rateInterest rate basis
(dollars in thousands)
Term Loan A - Unhedged$259,3756.92%Term SOFR reset monthly plus margin. (1)
Term Loan A - Hedged through May 2026500,0003.81%Fixed rate of 2.31% plus margin. (1)
Term Loan A - Hedged through September 2024150,0005.98%Fixed rate of 4.48% plus margin. (1)
Term Loan B344,9347.42%Term SOFR (variable reset) plus 2% margin.
Debt held by international subsidiaries3,2206.08%Floating rate, reset quarterly.
Debt Principal$1,257,529

(1) Applicable margin ranges between 1% and 2%, based on our leverage ratio.

Our effective cash interest rate reflects the drivers of our cash interest payments as of September 30, 2023, which can change based upon the reset of the rates. Including the amortization of the upfront payments, our effective interest rate as of September 30, 2023 is 5.97%.

The below table summarizes our change in cash, cash equivalents, and restricted cash.

Table MD&A 9: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Year Ended September 30,
20232022
(in thousands)
Operating activities:
Net cash provided by operating activities$314,340$289,839
Net cash used in investing activities(80,963)(54,009)
Net cash used in financing activities(250,798)(248,271)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash2,717(7,334)
Net change in cash and cash equivalents and restricted cash$(14,704)$(19,775)

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Net Cash Provided By Operating Activities

Net cash provided by operating activities increased by $24.5 million in fiscal year 2023 compared to fiscal year 2022.

Although our net income declined year-over-year, our operating cash flows received the benefit from favorable timing of vendor payments. This benefit was partially offset by higher interest payments, with a cash outflow of $81.1 million in fiscal year 2023 compared to $43.1 million in the comparative period.

Both years have received the benefit of faster cash collections. Our Days Sales Outstanding ("DSO") improved from September 30, 2021, when it was 68 days, through September 30, 2022 (62 days) and September 30, 2023 (60 days).

Net Cash Used In Investing Activities

Investing activities in fiscal year 2023 included ongoing capital investment in fixed assets and software. We received payments for the sales of our Swedish business and for our sale of a small commercial practice in the United Kingdom.

Net Cash Used In Financing Activities

The principal drivers of financing cash flows are the Credit Agreement, our equity transactions, and restricted cash flows where we hold funds on behalf of customers or vendors.

During both fiscal years 2023 and 2022, we utilized our operating cash inflows to pay down debt and pay our dividends. In fiscal year 2022, we also used funds to purchase Maximus common stock.

In fiscal year 2022, we received the benefit from our Receivables Purchase Agreement ("RPA"), under which we can sell certain US-originated accounts receivable balances. Prior to September 30, 2022, we sold a customer invoice for $60.4 million. Although we sold these receivables, we maintained administrative responsibilities over cash collection. Having sold the invoice, the customer payment was received on September 30, 2022, and was treated as restricted cash before being remitted to Wells Fargo in October 2022. This resulted in a large financing cash inflow in fiscal year 2022, and a corresponding outflow in fiscal year 2023.

Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

Free Cash Flow (Non-GAAP)

Table MD&A 10: Free Cash Flow (Non-GAAP)
For the Year Ended September 30,
20232022
(in thousands)
Net cash provided by operating activities$314,340$289,839
Purchases of property and equipment and capitalized software(90,695)(56,145)
Free cash flow (Non-GAAP)$223,645$233,694

Material Cash Requirements from Contractual Obligations

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the "Credit Agreement"). At September 30, 2023, we owed $1.25 billion under the Credit Agreement, with access to an additional $600.0 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2028, when the agreement ends, and must be renegotiated or the funds repaid.

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The Credit Agreement contains a number of covenants with which we are expected to comply. Failure to meet these requirements would result in a need to renegotiate the agreement or a requirement to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement.

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt, offset by up to $75 million of unrestricted cash (Consolidated Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the leverage ratio increases.

•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals, and estimated synergies from acquisitions. As a result, Consolidated EBITDA as defined by the Credit Agreement may not be comparable to EBITDA or related or similarly-titled measures presented by other companies.

We have summarized below the components of our two financial ratio calculations, including the components of Consolidated EBITDA as defined by the Credit Agreement, which are included within our financial statements. At September 30, 2023, we were in compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction in our ability to operate our business or to pay our dividends.

Table MD&A 11: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement
For the Year Ended September 30,
20232022
(in thousands)
Net income$161,792$203,828
Adjustments:
Interest expense84,13845,965
Other expense, net3632,835
Provision for income taxes48,50173,270
Amortization of intangibles94,59190,465
Stock compensation expense29,52230,476
Acquisition-related expenses575332
Gain on sale of land and building(11,046)
Loss on sale of businesses883
Depreciation and amortization of property, equipment, and capitalized software54,72542,330
Pro forma and other adjustments permitted by our Credit Agreement69,89230,032
Consolidated EBITDA (as defined by our Credit Agreement)$544,982$508,487
Table MD&A 12: Consolidated Net Total Leverage Ratio
For the Year Ended September 30,
20232022
(in thousands, except ratio data)
Funded Debt (as defined by our Credit Agreement)$1,257,529$1,366,314
Cash and cash equivalents up to $75 million65,40540,658
Consolidated Net Total Leverage (as defined by our Credit Agreement)$1,192,124$1,325,656
Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement)2.192.61

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Table MD&A 13: Consolidated Net Interest Coverage Ratio
For the Year Ended September 30,
20232022
(in thousands, except ratio data)
Consolidated EBITDA (as defined by our Credit Agreement)$544,982$508,487
Interest expense84,13845,965
Components of other income/expense, net allowed in ratio calculation2,684(118)
Consolidated Net Interest Expense (as defined by our Credit Agreement)$86,822$45,847
Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement)6.2811.09

Leases

As of September 30, 2023, we reported current and long-term operating lease liabilities of $49.9 million and $129.4 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. The majority of these leases are for real estate. In the event that we vacate a location, we may be obligated to continue making lease payments. Where possible, we mitigate this risk by including clauses allowing for the termination of lease agreements if the contract the location covers is terminated by our customer. See "Note 10. Leases" to the Consolidated Financial Statements for information regarding our leases, including obligations by fiscal year.

Deferred compensation plan

As of September 30, 2023, we reported liabilities of $46.4 million related to our deferred compensation plan. These balances are due to our employees based upon elections they make at the time of deferring their funds. The timing of these payments may change based upon factors, including termination of our employment arrangement with a participant. We maintain a rabbi trust to fund this liability.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported. We consider the accounting policies below to be the most important to our financial position and results of operations either because of the significance of the financial statement item or because of the need to use significant judgment in recording the balance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are summarized in "Note 2. Significant Accounting Policies" of the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Revenue Recognition

Although much of our revenue is recognized concurrently with billing or with the passage of time, some of our revenue requires us to make estimates. These estimates are reviewed quarterly, with any changes being recorded as a cumulative catch-up.

Some of our performance-based contract revenue is recognized based upon future milestones defined in each contract. This is the case in many of our employment services contracts in the Outside the U.S. Segment, where we are paid as individuals attain employment milestones, which may take many months to achieve. We recognize revenue over the period of performance. Our estimates vary from contract to contract but may include the number of participants within a portfolio reaching employment milestones and the service delivery periods for participants reaching the employment milestone.

We estimate the total variable fees we will receive using the expected value method. We recognize the fees over the expected period of performance. At each reporting period, we update our estimates of the variable fees to represent the circumstances present at the end of the reporting period. We are required to constrain our estimates to the extent that it is probable that there will not be a significant reversal of cumulative revenue when the uncertainty is resolved. We do not

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have a history of significant constraints on these contracts.

During the year ended September 30, 2023, we recognized revenue from these performance-based fees of $120.6 million. At September 30, 2023, we recorded $53.9 million of these estimated outcome fees as unbilled receivables, which will be billed and then collected when we reach the targets we anticipate.

Business Combinations and Goodwill

Our balance sheet as of September 30, 2023, includes $1.78 billion of goodwill and $703.6 million of net intangible assets. These assets are created through business acquisitions, and their creation and maintenance requires certain critical estimates.

•During an acquisition, we are required to estimate the fair value of all acquired tangible and intangible assets, as well as liabilities assumed, in order to allocate the purchase price. For many assets acquired and liabilities assumed, the calculation of fair value requires little judgment as balances may be readily convertible to cash receipts or cash payments, or there may be an active market against which to measure value. For the valuation of intangible assets, significant judgment is necessary in identifying and valuing such assets. This valuation will also involve identifying the useful economic life of this asset. Our estimates of these fair values and useful economic lives are based upon assumptions we believe to be reasonable and, where appropriate, include assistance from third-party appraisal firms. The accounting for our acquisitions included determining the fair value of intangible assets representing customer relationships, the VES provider network, and technology. In making our determination of the fair value of these assets, we utilized estimates, the most significant of which were forecasts related to future revenues and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking, and could be affected by future economic and market conditions. The asset values and asset lives determined at acquisition may change based upon circumstances such as contract terminations or changes in strategy. When this occurs, we may need to accelerate our amortization charges. These assets are also subject to impairment if events indicate that the carrying value of the assets may not be recoverable. For example, our intangible asset balance includes customer relationship assets which, if the customer relationship ends, would require evaluation of the remaining asset life and asset value.

•The excess purchase price over the identified net assets is considered to be goodwill. Goodwill is recorded at the reporting unit level. The identification of our reporting units requires judgment based upon the manner in which our business is operated and the services performed. Our reporting units are consistent with our segments. Where we have acquisitions that provide services to more than one segment or where the acquisition provides benefits across all of our segments, we use judgment to allocate the goodwill balance based upon the relative value we anticipate that each segment will realize.

•Goodwill is not amortized but is subject to impairment testing on an annual basis, or more frequently if impairment indicators arise. Impairment testing is performed at the reporting unit level. This process requires judgment in assessing the fair value of these reporting units. We performed the annual impairment test using the qualitative assessment as of July 1, 2023, and concluded that the fair value of each of the reporting units were greater than the carrying amounts.

Contingencies

From time to time, we are involved in legal proceedings, including contract and employment claims, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes to these contingencies, as well as potential ranges of probable losses, and establish reserves accordingly. The amount of reserves required may change in future periods due to new developments or changes in approach to a matter, such as a change in settlement strategy.

We are also subject to audits by our government clients on many of our contracts based upon measures such as costs incurred or transactions processed. These audits may take place several years after a contract has been completed. We maintain reserves where we believe a loss is probable and are able to estimate any potential liability that is updated as audits are completed.

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Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, net cash provided by operating activities, operating income, net income, or earnings per share as measures of performance or liquidity. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

In fiscal year 2023, 14% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year.

In recent years, we have made a number of acquisitions. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results, excluding transactions from acquisitions or disposals, to our prior fiscal year results.

Our recent acquisitions have resulted in significant intangible assets, which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. During fiscal year 2023, we have also incurred losses on sales of businesses and taken an impairment charge on a business sold in early fiscal year 2024. We believe that providing supplemental measures that exclude the impact of the items detailed below is useful to investors in evaluating our core operations and results in relation to past periods. Accordingly, we have calculated our operating income, net income, and diluted earnings per share, excluding the effect of the amortization of intangible assets and divestiture-related charges. We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.

Table MD&A 14: Non-GAAP Adjusted Results - Operating Income, Net Income, and Diluted Earnings per Share
For the Year Ended September 30,
20232022
(dollars in thousands, except per share data)
Operating income$294,794$325,898
Add back: Amortization of intangible assets94,59190,465
Add back: Divestiture-related charges3,751
Adjusted operating income excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$393,136$416,363
Adjusted operating income margin excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)8.0%9.0%
Net income$161,792$203,828
Add back: Amortization of intangible assets, net of tax69,71466,786
Add back: Divestiture-related charges3,751
Adjusted net income excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$235,257$270,614
Diluted earnings per share$2.63$3.29
Add back: Effect of amortization of intangible assets on diluted earnings per share1.141.08
Add back: Effect of divestiture-related charges on diluted earnings per share0.06
Adjusted diluted earnings per share excluding amortization of intangible assets and divestiture-related charges (Non-GAAP)$3.83$4.37

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In order to sustain our net cash provided by operating activities, we regularly refresh our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology that combines net cash provided by operating activities and capital expenditures. We provide free cash flow to complement our consolidated statements of cash flows. Free cash flow shows the effects of our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of net cash provided by operating activities to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements wish to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the period. Revenue per day for a quarter is determined by dividing total revenue by 91 days.

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FY 2022 10-K MD&A

SEC filing source: 0001032220-22-000074.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-11-22. Report date: 2022-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company's audited consolidated financial statements and the related notes thereto for the fiscal years ended September 30, 2022, 2021, and 2020 included in Item 8. Financial Statements and Supplementary Data.

The discussion below contains management's comments on our business strategy and outlook, and such discussions contain forward-looking statements. These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly, involve estimates, assumptions, judgments, and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Item 1A. Risk Factors and in "Special Note Regarding Forward-Looking Statements."

Business Overview

For an overview of our business, including our business segments and discussion of the services we provide, see Item 1. Business of this Annual Report on Form 10-K.

Financial Overview

A number of factors have affected our fiscal year 2022 results, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•During fiscal year 2021, we acquired VES Group, Inc. ("VES") and the Federal Division of Attain, LLC ("Attain"). We acquired Aidvantage at the beginning of fiscal year 2022. These acquisitions have been supplemented by several smaller acquisitions in fiscal years 2021 and 2022. In fiscal year 2022, we recognized a full year of revenue and operating costs from the 2021 acquisitions and Aidvantage, as well as intangible asset amortization. To fund the acquisition of VES, we entered into a new credit agreement with JPMorgan Chase N.A. (the Credit Agreement). The Credit Agreement provides both fixed-term debt and a new revolving credit facility. The cost of servicing this debt for a full year, as well as increasing interest rates, have resulted in an increase in our interest expense.

•In both fiscal years 2021 and 2022, we received benefits from short-term work assisting governments with their responses to the COVID-19 pandemic. This work was often profitable and mitigated profit declines on established programs where transaction volume was reduced. The short-term work declined by approximately $800 million compared to fiscal year 2021, but the ongoing Public Health Emergency ("PHE") has meant many of our established U.S. programs continue to operate at reduced capacity. The timing and nature of the end of the PHE should have a favorable effect on our business. This could occur in fiscal year 2023.

•Within our Outside the U.S. Segment, we recorded charges totaling $16.8 million on a single contract, anticipating a loss of the remaining life of the arrangement. If our current forecast remains unchanged, this project is forecasted to record a breakeven profit over its remaining life.

•Our Outside the U.S. Segment has benefited from the U.K. Restart contract, which commenced in late-fiscal year 2021. This growing contract has offset declines within the same segment from the contraction of our Australian business.

•During the fourth quarter of the fiscal year, we completed the sale of our former headquarters building. This resulted in a gain of $11.0 million and a cash inflow of $16.4 million.

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Results of Operations

The following table sets forth, for the fiscal years indicated, information derived from our statements of operations. In preparing our discussion and analysis of these results, we focused on the comparison between fiscal years 2022 and 2021. A discussion comparing our results between fiscal years 2021 and 2020 can be found in our Annual Report on Form 10-K for the year ended September 30, 2021, which we filed with the Securities and Exchange Commission on November 18, 2021.

Table MD&A 1: Consolidated Results of Operations
For the Year Ended September 30,
20222021
(dollars in thousands, except per share data)
Revenue$4,631,018$4,254,485
Cost of revenue3,691,2083,307,510
Gross profit939,810946,975
Gross profit percentage20.3 %22.3 %
Selling, general, and administrative expenses534,493494,088
Selling, general, and administrative expenses as a percentage of revenue11.5 %11.6 %
Amortization of intangible assets90,46544,357
Gain on sale of land and building11,046
Operating income325,898408,530
Operating margin7.0 %9.6 %
Interest expense45,96514,744
Other expense, net2,83510,105
Income before income taxes277,098383,681
Provision for income taxes73,27092,481
Effective tax rate26.4 %24.1 %
Net income$203,828$291,200
Earnings per share:
Basic$3.30$4.69
Diluted$3.29$4.67

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Year Ended September 30, 2022
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Fiscal year 2021$4,254,485$3,307,510$946,975
Organic effect(249,058)(5.9)%(65,687)(2.0)%(183,371)(19.4)%
Acquired growth667,38415.7%484,55214.7%182,83219.3%
Currency effect compared to the prior period(41,793)(1.0)%(35,167)(1.1)%(6,626)(0.7)%
Fiscal year 2022$4,631,0188.9%$3,691,20811.6%$939,810(0.8)%

Selling, general, and administrative expenses ("SG&A") consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

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Our SG&A expense has increased year-over-year due primarily to the increased cost base from our acquisitions. Our SG&A for fiscal year 2021 includes $9.5 million of acquisition expenses, primarily related to the VES and Attain transactions. In fiscal year 2022, we had a lower level of acquisition activity. We have also recorded a net benefit of $3.4 million from a reduction in contingent considerations due to the sellers of our acquired businesses.

Our amortization of intangible assets increased by $46.1 million from fiscal year 2021 to fiscal year 2022. This is the result of acquisitions in both fiscal years, partially offset by amortization related to the Census Questionnaire Assistance contract, which was acquired in November 2018 and fully amortized through November 2020.

Table MD&A 3: Changes in Amortization of Intangible Assets Expense for The Year Ended September 30, 2022
Dollars% Change
(dollars in thousands)
Year Ending September 30, 2021$44,357
VES acquisition36,88983.2 %
Attain acquisition4,3759.9 %
Aidvantage acquisition7,43216.8 %
Other 2022 acquisitions7351.7 %
CQA contract(2,313)(5.2) %
Other, including foreign exchange(1,010)(2.3) %
Year Ending September 30, 2022$90,465$90,465

Our intangible amortization expense is based upon assumptions of the value and economic life of assets acquired, typically established at the acquisition date. If these assumptions change, the pattern of future expense may be affected. The table below shows our results excluding the effects of intangible asset amortization.

Table MD&A 4: Non-GAAP Adjusted Results Excluding Amortization of Intangible Assets
For the Year Ended September 30,
20222021
(dollars in thousands, except per share data)
Operating income$325,898$408,530
Add back: Amortization of intangible assets90,46544,357
Adjusted operating income excluding amortization of intangible assets (Non-GAAP)$416,363$452,887
Adjusted operating income margin excluding amortization of intangible assets (Non-GAAP)9.0%10.6%
Net income$203,828$291,200
Add back: Amortization of intangible assets, net of tax66,78632,752
Adjusted net income excluding amortization of intangible assets (Non-GAAP)$270,614$323,952
Diluted earnings per share$3.29$4.67
Add back: Effect of amortization of intangible assets on diluted earnings per share1.080.52
Adjusted diluted earnings per share excluding amortization of intangible assets (Non-GAAP)$4.37$5.19

Our interest expense increased from $14.7 million in fiscal year 2021 to $46.0 million in fiscal year 2022. This increase is driven by the costs of our cash borrowings utilized to acquire VES. As stated in Note 8 - Debt and Derivatives, our interest rate will vary based upon both prevailing interest rates and our leverage ratio. Additional details on our borrowings are included within the "Liquidity and Capital Resources" section.

Our other income and expense relates to miscellaneous expenses which do not relate to our ongoing operating or financing needs. In fiscal year 2021, we incurred $8.5 million related to interim financing for the VES acquisition. This financing was not used and the cost was expensed. Expenses related to the current credit facilities have been deferred and are being recognized over the life of the agreement.

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Our effective income tax rate for the year ended September 30, 2022 and 2021, was 26.4 % and 24.1 %, respectively. The increase in effective tax rate was mainly due to the decreased value of our restricted stock units at vesting compared to the value expensed. For fiscal year 2023, we expect the effective tax rate to be between 24.5% and 25.5%.

U.S. Federal Services Segment

Our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. federal government agencies better deliver on their mission, including program operations and management, clinical services, and technology solutions. This also includes appeals and assessments services, system and application development, IT modernization, and maintenance services. The segment also contains certain state-based assessments and appeals work that is part of the segment's heritage within the Medicare Appeals portfolio which continues to be managed within this segment. Benefited by the Maximus Attain platform, the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions and manages the clinical evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs. The segment further supports clinical offerings in public health with new work supporting the U.S. Federal Government's COVID-19 response efforts. This included expanded work with the Centers for Disease Control and Prevention ("CDC") for their helpline and increased support for the IRS Wage and Investment Division's response efforts to general inquiries regarding the Coronavirus Aid Relief & Economic Security ("CARES") Act and Economic Impact Payment Service Plan.

Table MD&A 5: U.S. Federal Services Segment - Financial Results
For the Year Ended September 30,
20222021
(dollars in thousands)
Revenue$2,259,744$1,893,284
Cost of revenue1,740,3041,460,733
Gross profit519,440432,551
Selling, general, and administrative expenses284,509243,485
Operating income234,931189,066
Gross profit percentage23.0%22.8%
Operating margin percentage10.4%10.0%
Table MD&A 6: U.S. Federal Services Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2021$1,893,284$1,460,733$432,551
Organic effect(274,569)(14.5)%(188,911)(12.9)%(85,658)(19.8)%
Acquired growth641,02933.9%468,48232.1%172,54739.9%
Balance for fiscal year 2022$2,259,74419.4%$1,740,30419.1%$519,44020.1%

Our U.S. Federal Services Segment increased in size significantly in fiscal year 2022.

•We received a full year of benefit from the acquisitions of VES (May 2021), Attain (March 2021), and Aidvantage (October 2021). The VES and Attain work is also more profitable than our legacy business.

•Fiscal year 2021 included a significant amount of short-term, profitable work related to the COVID-19 pandemic. Much of this work ceased in late 2021 or early 2022. In addition, fiscal year 2021 includes approximately $67 million of non-recurring revenue related to the CQA contract, which ended in that year. Our organic profit margins have been tempered as we accepted a lower return on an existing contract in exchange for increased funding and anticipated future revenues.

We anticipate that our U.S. Federal Services business will continue to grow in fiscal year 2023, driven primarily by additional volumes anticipated in the VES business. We anticipate operating margins will range between 10% and 11%.

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U.S. Services Segment

Our U.S. Services Segment provides a variety of business process services ("BPS"), such as program administration, appeals and assessments, and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the Affordable Care Act ("ACA"), Medicaid, the Children's Health Insurance Program ("CHIP"), Temporary Assistance to Needy Families ("TANF"), and child support programs. As part of the governments' COVID-19 response efforts, the segment supported contact tracing, disease investigation, and vaccine distribution support services during the peak of the pandemic. The segment also successfully expanded into the unemployment insurance market where longer term opportunities have materialized. As part of the broader strategy to evolve clinically and address societal macro trends such as aging populations and rising costs, the segment continues to expand its offerings in public health with new work in in-person assessments.

Table MD&A 7: U.S. Services Segment - Financial Results
For the Year Ended September 30,
20222021
(dollars in thousands)
Revenue$1,607,612$1,662,110
Cost of revenue1,264,6081,254,060
Gross profit343,004408,050
Selling, general, and administrative expenses160,902153,609
Operating income182,102254,441
Gross profit percentage21.3%24.6%
Operating margin percentage11.3%15.3%

Our revenue and cost of revenue for the year ended September 30, 2022, decreased 3.3% and 0.8%, respectively, compared to fiscal year 2021. All movement was organic.

As anticipated, our revenue and profit margins have declined in fiscal year 2022 as short-term, COVID-19 related work, which typically earn higher margins, has slowed but many of our core programs which rely upon transactions are still running at low volumes due to the ongoing PHE. Our results in fiscal year 2021 include a write-down of approximately $12 million of assets related to a contract in the start-up phase.

The timing and nature of the end of the PHE, which could occur in fiscal year 2023, will have a significant effect on our results in fiscal year 2023. Assuming that the PHE does not end, we anticipate operating margins between 8% and 10% in 2023.

Outside the U.S. Segment

Our Outside the U.S. Segment provides BPS for international governments and commercial clients, transforming the lives of people around the world. Helping people find employment, access vital support, and remain healthy, these services include health and disability assessments, program administration for employment services, wellbeing solutions, and other job seeker related services. We support programs and deliver services in the U.K., including the Health Assessment Advisory Service ("HAAS") and Restart; Australia, including Workforce Australia (formerly jobactive) and the Disability Employment Service; Canada, including Health Insurance British Columbia and the Employment Program of British Columbia; in addition to Italy, Saudi Arabia, Singapore, South Korea, Sweden, and UAE, where we predominantly provide employment support and job seeker services.

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Table MD&A 8: Outside the U.S. Segment - Financial Results
For the Year Ended September 30,
20222021
(dollars in thousands)
Revenue$763,662$699,091
Cost of revenue686,296592,717
Gross profit77,366106,374
Selling, general, and administrative expenses92,53686,248
Operating (loss)/income(15,170)20,126
Gross profit percentage10.1%15.2%
Operating margin percentage(2.0)%2.9%
Table MD&A 9: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2021$699,091$592,717$106,374
Organic effect80,00911.4%112,67619.0%(32,667)(30.7)%
Acquired growth26,3553.8%16,0702.7%10,2859.7%
Currency effect compared to the prior period(41,793)(6.0)%(35,167)(5.9)%(6,626)(6.2)%
Balance for fiscal year 2022$763,6629.2%$686,29615.8%$77,366(27.3)%

This segment experienced organic growth in revenue and costs, as well as acquired growth. This benefit was partially offset by significant declines in the value of international currencies against the United States Dollar.

Organic revenue growth in fiscal year 2022 reflects the benefit of our United Kingdom Restart contract, which commenced in the fourth quarter of fiscal year 2021, partially offset by declines in our Australian business. The Australian business reported strong results in fiscal year 2021 as the COVID-19 pandemic effect declined and opportunities reopened for work placements. Our fiscal year 2022 results initially returned to standard operating levels before a decline in the level of work following the third quarter. The detriment to our profit margin was primarily driven by the Australian business, where the reduction in revenues was not immediately matched with a decline in the cost base; in addition, some short-term severance costs were incurred. Profit margins were also tempered by charges totaling $16.8 million related to an implementation of a software product.

Acquired growth is from Connect Assist Holdings Limited, acquired in September 2021; BZ Bodies Limited, acquired in January 2022; and Stirling Institute of Australia Pty Ltd, acquired in June 2022.

Much of our revenue growth stems from our employment services contracts, where we are paid based upon our ability to place individuals in long-term sustained employment. As a result, changes in our estimates of our ability to place people in work and the time that this will take can have significant effects on our revenue. These estimates are based upon our current expectations as to how the effects of the pandemic, including regulations adopted by governments and employment practices adopted by employers, will progress. Our estimates are based upon historical performance, where appropriate and available.

We anticipate our Outside the United States Segment will experience greater stability in fiscal year 2023, with less disruption from residual pandemic factors and underpinned by our core programs. We anticipate operating margins will be in the low single digits.

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Backlog

Backlog represents estimated future revenue from:

•existing signed contracts;

•contracts that have been awarded but not yet signed; and

•unexercised priced contract options.

As of September 30, 2022, we estimate that we had approximately $19.8 billion in backlog.

Table MD&A 10: Backlog by Segment
As of September 30,
20222021
(in millions)
U.S. Federal Services$13,168$4,298
U.S. Services5,2054,865
Outside the U.S.1,4412,052
Backlog$19,814$11,215

At September 30, 2022, the average weighted remaining life of the contracts in our backlog was approximately 6.8 years, including option periods.

Increases in backlog result from the award of new contracts and the extension or renewal of existing contracts. Reductions in backlog come from fulfilling contracts or the early termination of contracts which our experience shows to be a rare occurrence. See "Risk Factors" in Item 1A of this Annual Report. The backlog associated with our performance-based contracts is an estimate based upon management's experience of caseloads and similar transaction volume, which is subject to revision based upon the latest information available. Additionally, backlog estimates may be affected by foreign currency fluctuations.

We believe that comparisons of backlog period-to-period are difficult. We also believe that it is difficult to predict future revenue solely based on analysis of backlog. The actual timing of revenue from projects included in backlog will vary. We also may experience periods in which there is a greater concentration of rebids, resulting in a comparatively reduced backlog balance until subsequent award or extension on those contracts.

The longevity of these contracts assists management in predicting revenue, operating income, and cash flows for the purposes of business planning. We expect approximately 24% of the backlog balance to be realized as revenue in fiscal year 2022, which is 90% of the midpoint of fiscal year 2022 revenue guidance. Our standard forecasting process includes analyzing new work pipelines and submitted responses to requests for proposals ("RFPs") when predicting future revenue, operating income, and cash flows.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and availability under our revolving credit facilities. As of September 30, 2022, we had $40.7 million in cash and cash equivalents. We believe that our current cash position, access to our revolvers, and cash flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund required long-term debt repayments, dividends and any share purchases we might choose to make. See Note 8 to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

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Table MD&A 11: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Year Ended September 30,
20222021
(in thousands)
Operating activities:
Net cash provided by operating activities$289,839$517,322
Net cash used in investing activities(54,009)(1,835,480)
Net cash (used in)/provided by financing activities(248,271)1,385,693
Effect of foreign exchange rates on cash and cash equivalents and restricted cash(7,334)474
Net change in cash and cash equivalents and restricted cash$(19,775)$68,009

Net Cash Provided By Operating Activities

Net cash provided by operating activities decreased by $227.5 million in fiscal year 2022 compared to fiscal year 2021. This decline was driven by a reduction in profits, the timing of payments from customers, and the timing of our payments to vendors.

Both years have received the benefit of faster cash collections. Our Days Sales Outstanding ("DSO") improved from September 30, 2020, when it was 77 days, through September 30, 2021 (68 days) and September 30, 2022 (62 days). Improved collections were driven by the recovery of payments delayed during the COVID-19 pandemic and the timing of large payments at the end of fiscal year 2022.

Fiscal year 2021 received cash from up-front payments on contracts, notably in the United Kingdom, as new projects started. These cash flows did not recur to the same degree in fiscal year 2022.

The timing of both vendor and employee payments across both years also resulted in higher cash outflows from operations in fiscal year 2022. Increased interest payments on our debt, which we held for a full year in fiscal year 2022, were offset by reduced tax payments.

Net Cash Used In Investing Activities

Investing activities for fiscal year 2022 include payments for current-year acquisitions and the settlement of the VES purchase price. This is offset by cash received from the sale of our former headquarters building, which was completed in August 2022. The prior year's cash flows include payments for the acquisitions of VES, Attain and Connect Assist.

Net Cash (Used In)/Provided By Financing Activities

The principal drivers of financing cash flows are the Credit Agreement, our equity transactions and restricted cash flows where we hold funds on behalf of customers or vendors.

In fiscal year 2021, we received net cash flows of $1.47 billion, principally from borrowings and costs for the Credit Agreement. These funds were used to acquire VES. In fiscal year 2022, we have made net debt repayments of $155.7 million.

In addition to our dividend, we have purchased $96.1 million of Maximus common stock in fiscal year 2022, compared to $3.4 million in fiscal year 2021.

On certain contracts, we maintain funds within our treasury system which is owned by our client. We treat this cash as restricted cash and hold a corresponding liability on our balance sheet reflecting balances to be disbursed on behalf of our client. Although we do not own these funds, they are within our control and are considered financing cash flows. In fiscal year 2022, we received the benefit of the Receivables Purchase Agreement ("RPA") we entered into with Wells Fargo N.A., under which we can sell certain US-originated accounts receivable balances. Prior to September 30, 2022, we sold a customer invoice for $60.4 million. Although we sold these receivables, we maintained administrative responsibilities over cash collection. Having sold the invoice, the customer payment was received on September 30, 2022, resulting in excess cash flow. This cash receipt was treated as restricted cash and remitted to Wells Fargo in October 2022. We have recorded this transaction as "other" cash flows from financing activities.

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Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

Free Cash Flow

Table MD&A 12: Free Cash Flow
For the Year Ended September 30,
20222021
(in thousands)
Net cash provided by operating activities$289,839$517,322
Purchases of property and equipment and capitalized software(56,145)(36,565)
Free cash flow$233,694$480,757

Material Cash Requirements from Contractual Obligations

Credit Facilities

As of September 30, 2022, we had total outstanding borrowing under our term loans and subsidiary loan agreements of $1.37 billion and $0.1 million, respectively. We had no outstanding balances under the Credit Agreement revolver as of September 30, 2022 and $600 million available. The Credit Agreement has annual repayment requirements and the balance must be repaid or refinanced at the termination of the agreements. See Note 8 to the Consolidated Financial Statements for information regarding the terms of the Credit Agreement, including obligations by fiscal year.

Leases

As of September 30, 2022, we reported current and long-term operating lease liabilities of $64.0 million and $86.2 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. The majority of these leases are for real estate. In the event that we vacate a location, we may be obliged to continue making lease payments. Where possible, we mitigate this risk by including clauses allowing for the termination of lease agreements if the contract the location covers is terminated by our customer. See Note 10 to the Consolidated Financial Statements for information regarding our leases, including obligations by fiscal year.

Deferred compensation plan

As of September 30, 2022, we reported liabilities of $43.1 million related to our deferred compensation plan. These balances are due to our employees based upon elections they make at the time of deferring their funds. The timing of these payments may change based upon factors, including termination of our employment arrangement with a participant. We maintain a rabbi trust to fund this liability.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported. We consider the accounting policies below to be the most important to our financial position and results of operations either because of the significance of the financial statement item or because of the need to use significant judgment in recording the balance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are summarized in "Note 2. Significant Accounting Policies" of the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Revenue Recognition

Although much of our revenue is recognized concurrently with billing or with the passage of time, some of our revenue requires us to make estimates. These estimates are reviewed quarterly, with any changes being recorded as a cumulative catch-up in revenue.

Some of our performance-based contract revenue is recognized based upon future outcomes defined in each contract. This is the case in many of our employment services contracts in the Outside the U.S. Segment, where we are paid as individuals attain employment goals, which may take many months to achieve. We recognize revenue on these contracts over the period of performance. Our estimates vary from contract to contract but may include estimates of the number of participants reaching employment milestones and the service delivery period for participants reaching employment milestones. We are required to estimate these outcome fees ahead of their collection and recognize this estimated fee as revenue over the period of delivery. In almost all of the jurisdictions in which we operate, the employment markets have experienced significant changes due to the COVID-19 pandemic. As the pandemic commenced, many employment opportunities were terminated. Our volume of new program participants is beginning to increase as governments shift their focus to addressing the residual impacts of the pandemic, such as the economy and unemployment, particularly in those countries where the pandemic has stabilized, and economies are beginning to reopen. During the year ended September 30, 2022, we recognized revenue from these performance-based fees of $142.4 million. At September 30, 2022, we recorded $55.4 million of these estimated outcome fees as unbilled receivables which will be billed and then collected when we reach the targets we anticipate.

Business Combinations and Goodwill

Our balance sheet as of September 30, 2022, includes $1.78 billion of goodwill and $804.9 million of net intangible assets. These assets are created through business acquisitions and their creation and maintenance requires certain critical estimates.

•During an acquisition, we are required to estimate the fair value of all acquired tangible and intangible assets, as well as liabilities assumed, in order to allocate the purchase price. For many assets acquired and liabilities assumed, the calculation of fair value requires little judgment as balances may be readily convertible to cash receipts or cash payments or there may be an active market against which to measure value. For the valuation of intangible assets, significant judgment is necessary in identifying and valuing such assets. This valuation will also involve identifying the useful economic life of this asset. Our estimates of these fair values and useful economic lives are based upon assumptions we believe to be reasonable and, where appropriate, include assistance from third-party appraisal firms. The accounting for our acquisitions included determining the fair value of intangible assets representing customer relationships, the VES provider network and VES technology. In making our determination of the fair value of these assets, we utilized estimates, the most significant of which were forecasts related to future revenues and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking, and could be affected by future economic and market conditions. The asset values and asset lives determined at acquisition may change based upon circumstances such as contract terminations or changes in strategy. When this occurs, we may need to accelerate our amortization charges. These assets are also subject to impairment if events indicate that the carrying value of the assets may not be recoverable. For example, our intangible asset balance includes customer relationship assets which, if the customer relationship ends, would require evaluation of the remaining asset life and asset value.

•The excess purchase price over the identified net assets is considered to be goodwill. Goodwill is recorded at the reporting unit level. The identification of our reporting units requires judgment based upon the manner in which our business is operated and the services performed. We believe our reporting units are consistent with our segments. Where we have acquisitions that provide services to more than one segment, or where the acquisition provides benefits across all of our segments, we use judgment to allocate the goodwill balance based upon the relative value we anticipate that each segment will realize.

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•Goodwill is not amortized but is subject to impairment testing on an annual basis, or more frequently if impairment indicators arise. Impairment testing is performed at the reporting unit level. This process requires judgment in assessing the fair value of these reporting units. As of July 1, 2022, the Company performed its annual impairment test and determined that there was no impairment of goodwill. In performing this assessment, we utilized a quantitative approach. In all cases, we determined that the fair value of our reporting units was significantly in excess of our carrying value to the extent that a 25% decline in fair value in any reporting unit would not have resulted in an impairment charge.

Contingencies

From time to time, we are involved in legal proceedings, including contract and employment claims, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes to these contingencies, as well as potential ranges of probable losses and establish reserves accordingly. The amount of reserves required may change in future periods due to new developments or changes in approach to a matter, such as a change in settlement strategy. We are also subject to audits by our government clients on many of our contracts based upon measures such as costs incurred or transactions processed. These audits may take place several years after a contract has been completed. We maintain reserves where we are able to estimate any potential liability that is updated as audits are completed.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, cash flows from operating activities, net income, or earnings per share as measures of performance. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

In fiscal year 2022, 16% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year.

In recent years, we have made a number of acquisitions. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results excluding transactions from acquisitions or disposals, to our prior fiscal year results.

Our recent acquisitions have resulted in significant intangible assets which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. Accordingly, we have calculated our operating profit, net income, and earnings per share, excluding the effect of the amortization of intangible assets. We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.

In order to sustain our cash flows from operations, we regularly refresh our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology that combines operating cash flows and capital expenditures. We provide free cash flow to complement our statement of cash flows. Free cash flow shows the effects of our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of cash flows from operations to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements wish to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the period. Revenue per day for a quarter is determined by dividing total revenue by 91 days. Where our DSO is affected by acquisitions, such as the Connect Assist acquisition in September 2021, we will perform the DSO calculation on a pro forma basis, including the acquired revenue for the fiscal quarter.

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Our Credit Agreement includes the defined term Consolidated EBITDA and our calculation of Adjusted EBITDA conforms to the Credit Agreement. We believe our investors appreciate the opportunity to understand the possible restrictions which arise from our Credit Agreement.

•Adjusted EBITDA is also a useful measure of performance that focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation and amortization, and makes for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore, the impacts of financing costs.

•The measure of Adjusted EBITA is a step in calculating Adjusted EBITDA and facilitates comparisons to similar businesses as it isolates the amortization effect of business combinations.

•The Credit Agreement requires us to calculate Adjusted EBITDA on a pro forma basis, as though we had owned any significant acquired business for a full twelve months. Accordingly, we have included the effects of VES and Attain in the table below. The Credit Agreement also requires us to adjust for unusual, non-recurring expenses, certain non-cash adjustments and estimated synergies from acquisitions.

We have provided a reconciliation from net income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA as shown below.

Table MD&A 13: Reconciliation of Net Income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA
For the Year Ended September 30,
20222021
(in thousands)
Net income$203,828$291,200
Adjustments:
Interest expense45,96514,744
Other expense2,83510,105
Provision for income taxes73,27092,481
Amortization of intangibles90,46544,357
Stock compensation expense30,47628,554
Acquisition-related expenses33210,820
Gain on sale of land and building(11,046)
Adjusted EBITA - Non-GAAP measure436,125492,261
Depreciation and amortization of property, equipment, and capitalized software42,33046,361
Adjusted EBITDA - Non-GAAP measure478,455$538,622
Pro forma and other adjustments permitted by our credit agreement - Non-GAAP measure30,03292,398
Pro forma adjusted EBITDA - Non-GAAP measure$508,487$631,020

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FY 2021 10-K MD&A

SEC filing source: 0001628280-21-023790.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2021-11-18. Report date: 2021-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company's audited consolidated financial statements and the related notes thereto for the fiscal years ended September 30, 2021, 2020, and 2019 included in Item 8. Financial Statements and Supplementary Data.

The discussion below contains management's comments on the Company's business strategy and outlook, and such discussions contain forward-looking statements. These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly, involve estimates, assumptions, judgments, and uncertainties. The Company's actual results could differ materially from those discussed in the forward-looking statements and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Item 1A. Risk Factors and in "Special Note Regarding Forward-Looking Statements."

Business Overview

For an overview of our business, including our business segments and discussion of the services we provide, see Item 1. Business of this Annual Report on Form 10-K.

Financial Overview

A number of factors have affected our fiscal year 2021 results, the most significant of which we have listed below. More detail on these changes is presented below within our "Results of Operations" section.

•During fiscal year 2021, we acquired VES Group, Inc. ("VES"), the Federal Division of Attain, LLC ("Attain") and Connect Assist Holdings Limited ("Connect Assist"). In fiscal year 2020, we acquired InjuryNet Australia Pty Limited ("InjuryNet") and Index Root Korea Co. Ltd. ("IndexRoot"). From the date of each acquisition, we have received the benefit of additional revenue, as well as additional operating costs. In completing these acquisitions, we have allocated a portion of each purchase price to our intangible asset balance, which we are amortizing over the estimated useful lives of each asset.

•To fund the acquisition of VES, we entered into a new credit facility comprised of fixed term debt and a new revolving credit facility. The cost of servicing this debt, as well as the cost of the debt facilities, has resulted in an increase in our interest expense.

•We continue to be affected by the Coronavirus ("COVID-19") pandemic. We have received the benefit from new, short-term work, assisting governments with their responses to the pandemic. This has mitigated the effect of declines in our established programs, particularly those where we are reimbursed based upon the number of transactions processed. Our welfare-to-work programs, where we are typically paid based upon our success in placing individuals in work, have experienced significant volatility in their results.

•As anticipated, the Census Questionnaire Assistance contract ended in fiscal year 2021, with significantly less work performed than in the fiscal year 2020.

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Results of Operations

The following table sets forth, for the fiscal years indicated, information derived from our statements of operations. In preparing our discussion and analysis of these results, we focused on the comparison between fiscal years 2021 and 2020. A discussion comparing our results between fiscal years 2020 and 2019 can be found in our Annual Report on Form 10-K for the year ended September 30, 2020, which we filed with the Securities and Exchange Commission on November 19, 2020.

Table MD&A 1: Consolidated Results of Operations
For the Year Ended September 30,
20212020
(dollars in thousands, except per share data)
Revenue$4,254,485$3,461,537
Cost of revenue3,307,5102,750,535
Gross profit946,975711,002
Gross profit percentage22.3 %20.5 %
Selling, general, and administrative expenses494,088387,090
Selling, general, and administrative expenses as a percentage of revenue11.6 %11.2 %
Amortization of intangible assets44,35735,634
Operating income408,530288,278
Operating margin9.6 %8.3 %
Interest expense(14,744)(2,059)
Other (expense)/income, net(10,105)843
Income before income taxes383,681287,062
Provision for income taxes92,48172,553
Effective tax rate24.1 %25.3 %
Net income$291,200$214,509
Earnings per share:
Basic$4.69$3.40
Diluted$4.67$3.39

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.

Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Year Ended September 30, 2021
RevenueCost of RevenueGross Profit
Dollars% ChangeDollars% ChangeDollars% Change
(dollars in thousands)
Fiscal year 2020$3,461,537$2,750,535$711,002
Effect of CQA contract(447,554)(12.9)%(371,006)(13.5)%(76,548)(10.8)%
Organic effect859,47924.8%640,87723.3%218,60230.7%
Acquired growth328,7049.5%244,8178.9%83,88711.8%
Currency effect compared to the prior period52,3191.5%42,2871.5%10,0321.4%
Fiscal year 2021$4,254,48522.9%$3,307,51020.2%$946,97533.2%

Selling, general, and administrative expenses ("SG&A") consists of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which is not directly driven by changes in our revenue. As part of our work for the U.S. Federal Government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

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Our SG&A expense has increased year-over-year due primarily to:

•the additional cost base from our acquired businesses;

•information technology initiatives, including migration of data systems to the cloud;

•additional costs to address the COVID-19 pandemic;

•increases in business development activity to both bolster our technical skills and plan for increased bidding activity; and

•increases in our scope of operations, which increases our administrative base.

In addition, our SG&A for fiscal year 2021 includes $9.5 million of acquisition expenses related to the VES and Attain transactions, compared to $4.6 million in fiscal year 2020 for other acquisitions.

Our amortization of intangible assets increased by $8.7 million from fiscal year 2020 to fiscal year 2021.

•The intangible assets associated with the VES acquisition increased our amortization expense by $18.4 million. We anticipate an annual expense of $55.3 million in fiscal year 2022.

•The intangible assets associated with the Attain acquisition increased our amortization expense by $6.1 million. We anticipate an annual expense of $10.5 million in fiscal year 2022.

•Our acquisition of the Citizen Engagement Centers business in fiscal year 2019 included an intangible asset with a value of $37.0 million and an asset life concurrent with the CQA contract. This asset was fully amortized in November 2020, and this reduced our year-over-year charge by $16.2 million.

Shortly before September 30, 2021, we acquired Connect Assist and in October 2021 we acquired the student loan business previously served by Navient, now rebranded as Aidvantage. We are in the process of finalizing our valuation of the intangible assets related to these transactions but we anticipate an annual additional amortization charge of approximately $7.3 million in fiscal year 2022.

Assuming no further acquisitions, we estimate our amortization expense related to intangible assets in fiscal year 2022 will be $89.6 million.

The consideration for our acquisition of the Aidvantage is contingent upon the results of the post-acquisition business. We estimate the fair value of our payments to be $15.3 million and we will record a liability for this amount. As our estimate changes, we will record these changes directly to our statement of earnings.

Table MD&A 3: Non-GAAP Adjusted Results Excluding Amortization of Intangible Assets
For the Year Ended September 30,
20212020
(dollars in thousands, except per share data)
Operating income$408,530$288,278
Add back: Amortization of intangible assets44,35735,634
Adjusted operating income excluding amortization of intangible assets (Non-GAAP)$452,887$323,912
Adjusted operating income margin excluding amortization of intangible assets (Non-GAAP)10.6%9.4%
Net income$291,200$214,509
Add back: Amortization of intangible assets, net of tax32,75226,321
Adjusted net income excluding amortization of intangible assets (Non-GAAP)$323,952$240,830
Diluted earnings per share$4.67$3.39
Add back: Effect of amortization of intangible assets on diluted earnings per share0.520.41
Adjusted diluted earnings per share excluding amortization of intangible assets (Non-GAAP)$5.19$3.80

Our interest expense increased from $2.1 million in fiscal year 2020 to $14.7 million in fiscal year 2021. This increase is driven by the costs of our cash borrowings utilized to acquire VES. Interest expense is expected to be in the range of $30 million to $33 million due to the debt being outstanding for the entire fiscal year. As stated in Note 9 - Debt, our

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interest rate will vary based upon both prevailing interest rates and our leverage ratio. The company expects a 25 basis point decrease in spread on Term Loan A for first quarter of fiscal year 2022 based on leverage ratio as of September 30, 2021. Additional details on our borrowings are including within the "Liquidity and Capital Resources" section.

Our other income and expense relates to miscellaneous expenses which do not relate to our ongoing operating or financing needs. In fiscal year 2021, we incurred $8.5 million related to interim financing for the VES acquisition. This financing was not used and the cost has been expensed. Expenses related to the current credit facilities have been deferred and are being recognized over the life of the agreement.

Our effective income tax rate for the twelve months ended September 30, 2021 and 2020, was 24.1% and 25.3%, respectively. As a result of the retirement of a board member, our tax rate received a higher than usual benefit in the fourth quarter of 2021 from the issuance of restricted stock units at a value that exceeded the charges which had been previously expensed under U.S. generally accepted accounting principles. For fiscal year 2022, we expect the effective tax rate to be between 25% and 26%.

U.S. Services Segment

Our U.S. Services Segment provides a variety of business process services ("BPS") such as program administration, appeals and assessments, and related consulting work for U.S. state and local government programs. These services support a variety of programs, including the Affordable Care Act ("ACA"), Medicaid, the Children's Health Insurance Program ("CHIP"), Temporary Assistance to Needy Families ("TANF"), and child support programs. Addressing societal macro trends such as aging populations and rising costs, the segment continues to execute on its clinical evolution strategy by expanding its clinical offerings in public health with new work in contact tracing, disease investigation, and vaccine distribution support services as part of the governments' COVID-19 response efforts. The segment also successfully expanded into the unemployment insurance market, supporting more than 15 states in their unemployment insurance programs.

Table MD&A 4: U.S. Services Segment - Financial Results
For the Year Ended September 30,
20212020
(dollars in thousands)
Revenue$1,662,110$1,329,274
Cost of revenue1,254,060969,002
Gross profit408,050360,272
Selling, general, and administrative expenses153,609132,489
Operating income254,441227,783
Gross profit percentage24.6%27.1%
Operating margin percentage15.3%17.1%

Our revenue and cost of revenue for the year ended September 30, 2021, increased 25.0% and 29.4%, respectively, compared to fiscal year 2020. All growth was organic.

Our growth for the year ended September 30, 2021, was driven by approximately $620 million of COVID-19 response work. This work is short-term and has offset revenue declines resulting from constraints on many of our core programs. Among other factors, we are reporting lower volumes of transactions on redetermination contracts as states have paused Medicaid redeterminations as a condition for receiving enhanced U.S. Federal matching funds. In certain cases, redeterminations provide a significant part of our activity within volume-based contracts. We anticipate that COVID-19 response work will be significantly less in fiscal year 2022 as compared to fiscal year 2021.

The decline in profit margins is principally from core programs operating at reduced capacity. As the pandemic restrictions ease, we anticipate that our short-term response work will decline and our core programs will recover, but the timing of the recovery is uncertain. A further decline in profit margins resulted from the write-down of approximately $12 million of assets related to a contract in the start-up phase.

U.S. Federal Services Segment

From technology solutions to program administration and operations, our U.S. Federal Services Segment delivers end-to-end solutions that help various U.S. Federal Government agencies better deliver on their mission. This also includes appeals and assessments services, system and application development, IT modernization, and maintenance services.

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The segment also contains certain state-based assessments and appeals work that is part of the segment's heritage within the Medicare Appeals portfolio which continues to be managed within this segment. Benefited by the Maximus Attain platform, the segment executes on its digital strategy to deliver technology solutions that advance agency missions, including the challenge to modernize, provide better customer experience, and drive process efficiencies. The segment continues to expand its clinical solutions and manages the clinical evaluation process for U.S. veterans and service members on behalf of the U.S. Department of Veterans Affairs. The segment further supports clinical offerings in public health with new work supporting the U.S. Federal Government's COVID-19 response efforts. This included expanded work with the Centers for Disease Control and Prevention ("CDC") for their helpline and increased support for the IRS Wage and Investment Division's response efforts to general inquiries regarding the Coronavirus Aid Relief & Economic Security ("CARES") Act and Economic Impact Payment Service Plan.

Table MD&A 5: U.S. Federal Services Segment - Financial Results
For the Year Ended September 30,
20212020
(dollars in thousands)
Revenue$1,893,284$1,633,337
Cost of revenue1,460,7331,314,412
Gross profit432,551318,925
Selling, general, and administrative expenses243,485186,023
Operating income189,066132,902
Gross profit percentage22.8%19.5%
Operating margin percentage10.0%8.1%
Table MD&A 6: U.S. Federal Services Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2020$1,633,337$1,314,412$318,925
Effect of CQA contract(447,554)(27.4)%(371,006)(28.2)%(76,548)(24.0)%
Organic growth from other contracts387,67023.7%283,42921.6%104,24132.7%
Net acquisitions and disposals319,83119.6%233,89817.8%85,93326.9%
Balance for fiscal year 2021$1,893,28415.9%$1,460,73311.1%$432,55135.6%

The primary drivers of our results were:

•As anticipated, the U.S. Census ("CQA") contract ended in November 2020.

•We estimated that our incremental revenue from assisting the U.S. Federal Government with its COVID-19 response for the year ended September 30, 2021 was $466 million. This short-term work has earned relatively high margins, which has offset the tempering of margins on performance-based contracts, such as independent medical reviews for worker's compensation programs that declined sharply since the onset of the pandemic.

•Our results include those of VES (from May 28, 2021) and Attain (from March 1, 2021). See Note 6. Business Combinations in the Notes to the Consolidated Financial Statements for further information and Unaudited Pro Forma.

Outside the U.S. Segment

Our Outside the U.S. Segment provides BPS for international governments and commercial clients, transforming the lives of people around the world. Helping people find employment, access vital support, and remain healthy, these services include health and disability assessments, program administration for employment services, wellbeing solutions, and other job seeker related services. We support programs and deliver services in the U.K., including the Health Assessment Advisory Service ("HAAS"), the Work & Health Programme, Fair Start, and Restart; Australia, including jobactive and the Disability Employment Service; Canada, including Health Insurance British Columbia and the Employment Program of British Columbia; in addition to Italy, Saudi Arabia, Singapore, South Korea, and Sweden, where we predominantly provide employment support and job seeker services.

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Table MD&A 7: Outside the U.S. Segment - Financial Results
For the Year Ended September 30,
20212020
(dollars in thousands)
Revenue$699,091$498,926
Cost of revenue592,717467,121
Gross profit106,37431,805
Selling, general, and administrative expenses86,24865,938
Operating income/(loss)20,126(34,133)
Gross profit percentage15.2%6.4%
Operating margin percentage2.9%(6.8)%
Table MD&A 8: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue and Gross Profit
RevenueCost of RevenueGross Profit
Amount% ChangeAmount% ChangeAmount% Change
(dollars in thousands)
Balance for fiscal year 2020$498,926$467,121$31,805
Organic growth138,97327.9%72,39015.5%66,583209.3%
Net acquisitions and disposals8,8731.8%10,9192.3%(2,046)(6.4)%
Currency effect compared to the prior period52,31910.5%42,2879.1%10,03231.5%
Balance for fiscal year 2021$699,09140.1%$592,71726.9%$106,374234.5%

This segment experienced organic growth in revenue and profit, as well as acquired growth and currency benefits during fiscal year 2021.

Much of our revenue growth stems from our employment services contracts, where we are paid based upon our ability to place individuals in long-term sustained employment. As a result, changes in our estimates of our ability to place people in work and the time that this will take can have significant effects on our revenue. As the effects of the COVID-19 pandemic became clear during fiscal year 2020, our revenue was significantly tempered as unemployment rose and available employment opportunities declined. As fiscal year 2021 has progressed, market conditions, particularly within Australia, have provided us with increased number of placements and accordingly, increased our estimates of future outcomes, increasing our revenue.

These estimates are based upon our current expectations as to how the effects of the pandemic, including regulations adopted by governments and employment practices adopted by employers, will progress. We have typically based our estimates on historical performance. The effects of COVID-19 have limited the extent to which we can rely upon historical performance and, accordingly, our revenue may be more volatile than we have previously experienced.

Our results in the fourth quarter of fiscal year 2021 were negatively impacted by a number of start-up contracts, most notably the United Kingdom Restart contract, as well as other smaller contracts in other jurisdictions.

Our acquired growth is from the acquisition of InjuryNet in Australia in February 2020 and IndexRoot in South Korea in August 2020.

The weakening of the United States Dollar against the currencies in which we do business outside the U.S. resulted in year-over-year growth in our revenue and costs.

As pandemic restrictions ease and economies emerge from the pandemic-related lockdowns, we anticipate robust markets for our employment services and a return to pre-pandemic levels for our health assessments services. We anticipate that our results will remain tempered by the start-up contracts through the end of the second quarter of fiscal year 2022.

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Backlog

Backlog represents estimated future revenue from:

•existing signed contracts;

•contracts that have been awarded but not yet signed; and

•unexercised priced contract options.

As of September 30, 2021, we estimate that we had approximately $11.2 billion in backlog.

Table MD&A 9: Backlog by Segment
As of September 30,
20212020
(in millions)
U.S Services$4,865$4,388
U.S. Federal Services4,2982,150
Outside the U.S.2,0521,236
Backlog$11,215$7,774

As of September 30, 2021, the average weighted remaining life of the contracts in our backlog was approximately 4.4 years, including option periods.

Increases in backlog result from the award of new contracts and the extension or renewal of existing contracts. Reductions in backlog come from fulfilling contracts or the early termination of contracts which our experience shows to be a rare occurrence. See "Risk Factors" in Item 1A of this Annual Report. The backlog associated with our performance-based contracts is an estimate based upon management's experience of caseloads and similar transaction volume, which is subject to revision based upon the latest information available. Additionally, backlog estimates may be affected by foreign currency fluctuations.

We believe that comparisons of backlog period-to-period are difficult. We also believe that it is difficult to predict future revenue solely based on analysis of backlog. The actual timing of revenue from projects included in backlog will vary. We also may experience periods in which there is a greater concentration of rebids, resulting in a comparatively reduced backlog balance until subsequent award or extension on those contracts.

The longevity of these contracts assists management in predicting revenue, operating income, and cash flows for the purposes of business planning. We expect approximately 40% of the backlog balance to be realized as revenue in fiscal year 2022, which is 90% of the midpoint of fiscal year 2022 revenue guidance. Our standard forecasting process includes analyzing new work pipelines and submitted responses to requests for proposals ("RFPs") when predicting future revenue, operating income, and cash flows.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and availability under our revolving credit facilities. As of September 30, 2021, we had $135.1 million in cash and cash equivalents. We believe that our current cash position, access to our revolvers, and cash flow generated from operations should be not only sufficient for our operating requirements but also to enable us to fund share repurchases and any required long-term debt payments through the next several fiscal years and any share repurchases we might choose to make. See Note 9 to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

Table MD&A 10: Net Change in Cash and Cash Equivalents and Restricted Cash
For the Year Ended September 30,
20212020
(in thousands)
Operating activities:
Net income$291,200$214,509
Non-cash adjustments122,069103,006
Changes in working capital104,053(72,923)
Net cash provided by operating activities517,322244,592
Net cash used in investing activities(1,835,480)(44,138)
Net cash provided by/(used in) financing activities1,385,693(230,090)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash4741,705
Net change in cash and cash equivalents and restricted cash$68,009$(27,931)

Net Cash Provided By Operating Activities

Net cash provided by operating activities increased by $272.7 million in fiscal year 2021 compared to fiscal year 2020. This increase was primarily driven from growth in the business and changes in working capital including improved cash collections and advanced payments on contract start-ups.

Our Days Sales Outstanding ("DSO") as of September 30, 2021, were 68 days on a pro forma basis compared to 77 days as of September 30, 2020. The decrease in DSO was a result of COVID-19 having a negative impact to our DSO at the end of fiscal year 2020. The DSO as of fiscal year end 2021 is aligned with historical amounts for the Company. We have a target range for DSO of 65 to 80 days and, in recent years, we have typically maintained the lower end of this range. Each unit of DSO represents approximately $12.2 million of collections.

Net Cash Used In Investing Activities

The significant investing activities cash outflows in fiscal year 2021 was the result of the acquisitions of VES, Attain and Connect Assist. Excluding these acquisitions, the remaining cash used in investing activities is $36.6 million for the year ended September 30, 2021, compared to $44.1 million in the same period 2020.

Net Cash Provided By/(Used In) Financing Activities

The $1.39 billion financing activities cash inflow in fiscal year 2021 is the result of a new corporate credit facility executed in connection with the two acquisitions. This credit facility provided $1.70 billion of cash in fiscal year 2021, of which $214.8 million was paid down by year end. In addition to the new credit facility, we had other debt borrowings and repayments. In connection with the new credit facility in fiscal 2021, we incurred financing fees resulting in a cash outflow of $23.2 million. See Note 9 to the Consolidated Financial Statements for a more detailed discussion about the new credit facility executed in fiscal year 2021. In addition to the debt activities, our cash flows used in financing activities include cash dividend payments to Maximus shareholders and share repurchases. Dividend payments were $68.8 million and $70.2 million for the years ended September 30, 2021 and 2020, respectively. Payments made for share repurchases were $3.4 million and $167.0 million for the years ended September 30, 2021 and 2020, respectively.

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Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

Free Cash Flow

Table MD&A 11: Free Cash Flow
For the Year Ended September 30,
20212020
(in thousands)
Net cash provided by operating activities$517,322$244,592
Purchases of property and equipment and capitalized software(36,565)(40,707)
Free cash flow$480,757$203,885

Material Cash Requirements from Contractual Obligations

Credit Facilities

As of September 30, 2021, the Company had total outstanding borrowing under our term loans and subsidiary loan agreements of $1.49 billion and $38.3 million, respectively. The Company had no outstanding balances under the corporate revolver credit facility as of September 30, 2021 and $600 million available under the corporate revolver. Our debt agreement has annual repayment requirements and the balance must be repaid or refinanced at the termination of the agreements, which end in 2026 and 2028. See Note 9 to the Consolidated Financial Statements for information regarding the terms of the Credit Facility, including obligations by fiscal year.

Leases

As of September 30, 2021, we reported current and long-term operating lease liabilities of $76.1 million and $121.8 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. The majority of these leases are for real estate. In the event that we vacate a location, we may be obliged to continue making lease payments. Where possible, we mitigate this risk by including clauses allowing for the termination of lease agreements if the contract the location covers is terminated by our customer. See Note 12 to the Consolidated Financial Statements for information regarding our leases, including obligations by fiscal year.

Deferred compensation plan

As of September 30, 2021, we reported liabilities related to our deferred compensation plan. These balances are due to our employees based upon elections they make at the time of deferring their funds. The timing of these payments may change based upon factors including termination of our employment arrangement with a participant. We maintain a rabbi trust to fund this liability.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported. We consider the accounting policies below to be the most important to our financial position and results of operations either because of the significance of the financial statement item or because of the need to use significant judgment in recording the balance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are summarized in "Note 2. Significant Accounting Policies" of the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Revenue Recognition

Although much of our revenue is recognized concurrently with billing or over time following billing, some of our revenue requires us to make estimates. These estimates are reviewed quarterly, with any changes being recorded as a cumulative catch-up in revenue.

Some of our performance-based contract revenue is recognized based upon future outcomes defined in each contract. This is the case in many of our welfare-to-work contracts in the Outside the U.S. Segment, where we are paid as individuals attain employment goals, which may take many months to achieve. We recognize revenue on these contracts over the period of performance. Our estimates vary from contract to contract but may include assumptions about the number of participants and the service delivery period for the participants reaching employment milestones. We are required to estimate these outcome fees ahead of their collection and recognize this estimated fee as revenue over the period of delivery. These estimates are updated on a quarterly basis, with changes in estimates being taken to our income statement. Our estimates were subject to significant revision during fiscal years 2020 and 2021 as sustained employment outcomes were affected by the COVID-19 pandemic. During the year ended September 30, 2021, we recognized revenue from these performance-based fees of $104.7 million. At September 30, 2021, we recorded $48.7 million of these estimated outcome fees as unbilled receivables which will be billed and then collected when we reach the targets we anticipate.

Business Combinations and Goodwill

Our balance sheet as of September 30, 2021, includes $1.77 billion of goodwill and $879.2 million of net intangible assets. These assets are created through business acquisitions and their creation and maintenance requires certain critical estimates.

•During an acquisition, we are required to estimate the fair value of all acquired tangible and intangible assets, as well as liabilities assumed, in order to allocate the purchase price. For many assets acquired and liabilities assumed, the calculation of fair value requires little judgment as balances may be readily convertible to cash receipts or cash payments or there may be an active market against which to measure value. For the valuation of intangible assets, significant judgment is necessary in identifying and valuing such assets. This valuation will also involve identifying the useful economic life of this asset. Our estimates of these fair values and useful economic lives are based upon assumptions we believe to be reasonable and, where appropriate, include assistance from third-party appraisal firms. During fiscal years 2021 and 2020, we completed the acquisitions of Attain, VES, InjuryNet, IndexRoot, and Connect Assist. On October 6, 2021, we acquired the student loan servicing business previously operated by Navient, rebranded as Aidvantage. Our accounting for these acquisitions included determining the fair value of intangible assets representing customer relationships, the VES provider network and VES technology. In making our determination of the fair value of these assets, we utilized estimates, the most significant of which were forecasts related to future revenues and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking, and could be affected by future economic and market conditions. The asset values and asset lives determined at acquisition may change based upon circumstances such as contract terminations or changes in strategy. When this occurs, we may need to accelerate our amortization charges. These assets are also subject to impairment if events indicate that the carrying value of the assets may not be recoverable. For example, our intangible asset balance includes customer relationship assets which, if the customer relationship ends, would require evaluation of the remaining asset life and asset value. We have a significant contract rebid for an arrangement which ends in May 2022 which could result in such evaluation.

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•The excess purchase price over the identified net assets is considered to be goodwill. Goodwill is recorded at the reporting unit level. The identification of our reporting units requires judgment based upon the manner in which our business is operated and the services performed. We believe our reporting units are consistent with our segments. Where we have acquisitions that provide services to more than one segment, or where the acquisition provides benefits across all of our segments, we use judgment to allocate the goodwill balance based upon the relative value we anticipate that each segment will realize.

•Goodwill is not amortized but is subject to impairment testing on an annual basis, or more frequently if impairment indicators arise. Impairment testing is performed at the reporting unit level. This process requires judgment in assessing the fair value of these reporting units. As of July 1, 2021, the Company performed its annual impairment test and determined that there was no impairment of goodwill. In performing this assessment, we assessed qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount, including goodwill.

Contingencies

From time to time, we are involved in legal proceedings, including contract and employment claims, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes to these contingencies, as well as potential ranges of probable losses and establish reserves accordingly. The amount of reserves required may change in future periods due to new developments or changes in approach to a matter such as a change in settlement strategy. We are also subject to audits by our government clients on many of our contracts based upon measures such as costs incurred or transactions processed. These audits may take place several years after a contract has been completed. We maintain reserves where we are able to estimate any potential liability that is updated as audits are completed.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, cash flows from operations, net income, or earnings per share as measures of performance. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

In fiscal year 2021, 16% of our revenue was generated outside the U.S. We believe that users of our financial statements wish to understand the performance of our foreign operations using a methodology which excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year. We refer to this adjusted revenue on a "constant currency basis."

In recent years, we have made a number of acquisitions. We believe users of our financial statements wish to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results excluding transactions from acquisitions or disposals to our prior fiscal year results.

Our recent acquisitions have resulted in significant intangible assets which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. Accordingly, we have calculated our operating profit, net income, and earnings per share excluding the effect of the amortization of intangible assets. We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.

Our results in fiscal year 2020 included a significant benefit from the CQA contract as the U.S. Federal Government completed its census. As the pattern of revenue from this contract was significant and non-recurring, we identified the revenue and related costs and excluded them from the organic growth calculation above. We believe that it is helpful to our investors to understand the effect of this contract on our results.

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In order to sustain our cash flows from operations, we regularly refresh our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology which combines operating cash flows and capital expenditures. We provide free cash flow to complement our statement of cash flows. Free cash flow shows the effects of the Company's operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of cash flows from operations to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements wish to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the period. Revenue per day for a quarter is determined by dividing total revenue by 91 days. Where our DSO is affected by acquisitions, such as the Connect Assist acquisition in September 2021, we will perform the DSO calculation on a pro forma basis, including the acquired revenue for the fiscal quarter.

As noted above, we have a $2.10 billion corporate credit facility. Our credit agreement includes the defined term Consolidated EBITDA and our calculation of Adjusted EBITDA conforms to the credit agreement definition. We believe our investors appreciate the opportunity to understand the possible restrictions which arise from our credit agreement.

•Adjusted EBITDA is also a useful measure of performance which focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation and amortization, and makes for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore the impacts of financing costs.

•The measure of Adjusted EBITA is a step in calculating Adjusted EBITDA and facilitates comparisons to similar businesses as it isolates the amortization effect of business combinations.

•Our corporate credit facility requires us to calculate Adjusted EBITDA on a pro forma basis, as though we had owned any significant acquired business for a full twelve months. Accordingly, we have included the effects of VES and Attain in the table below.

We have provided a reconciliation from net income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA as shown below. Our current credit facilities utilized a different version of EBITDA from that of the credit facility used in prior years.

Table MD&A 12: Reconciliation of Net Income to Non-GAAP Adjusted EBITA, Non-GAAP Adjusted EBITDA, and Non-GAAP Pro Forma Adjusted EBITDA
For the Year Ended September 30,
20212020
(in thousands)
Net income$291,200$214,509
Adjustments:
Interest expense14,7442,059
Other (expense)/income, net10,105(843)
Provision for income taxes92,48172,553
Amortization of intangibles44,35735,634
Stock compensation expense28,55423,708
Acquisition-related expenses10,8204,621
Gain on sale of a business(1,718)
Adjusted EBITA - Non-GAAP measure492,261350,523
Depreciation and amortization of property, equipment, and capitalized software46,36164,527
Adjusted EBITDA - Non-GAAP measure538,622$415,050
Pro forma adjusted EBITDA related to acquisitions - Non-GAAP measure92,398
Pro forma adjusted EBITDA - Non-GAAP measure$631,020

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