Greetings. Welcome to the Maximus Fiscal 2017 Second Quarter Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Lisa Miles, Senior Vice President of Investor Relations for Maximus. Thank you, Ms. Miles. You may begin.

Good morning, and thanks for joining us. With me today is Rich Montoni, Chief Executive Officer; Bruce Caswell, President; and Rick Nadeau, Chief Financial Officer. I'd like to remind everyone that a number of statements being made today will be forward-looking in nature. Please remember that such statements are only predictions and actual events and results may differ materially as a result of the risks we face, including those discussed in Exhibit 99.1 of our SEC filings. We encourage you to review the summary of these risks in our most recent 10-K filed with the SEC. The company does not assume any obligation to revise or update these forward-looking statements to reflect subsequent events or circumstances. Today's presentation may contain non-GAAP financial information. Management uses this information in its internal analysis of results and believes this information may be informative to investors in gauging the quality of our financial performance, identifying trends in our results and providing meaningful period to period comparisons. For reconciliation of the non-GAAP measures presented in these documents, please see the company's most recent quarterly earnings press release. And with that, I'll hand the call over to Rick.

Thanks, Lisa. This morning Maximus reported solid financial results for the second quarter of fiscal year 2017. For the second quarter of fiscal year 2017, total company revenue increased 3% compared to the same period last year. Most of the growth in the quarter was organic, which was partially offset by unfavorable effects from foreign currency translation, most notably from the British pound. On a constant currency basis, total company revenue would have increased 4% compared to the same period last year. Total company operating margin for the second quarter of fiscal year 2017 was strong at 12.9%. For the second quarter of fiscal year 2017, net income attributable to Maximus was $52.5 million. GAAP diluted earnings per share were $0.80, which is better than expectations. This was principally due to favorable results from several volume based contracts. As a reminder, last year's second quarter included out of period revenue and pretax income of $15.2 million or $0.16 of diluted earnings per share. This was related to two contracts in the Health Services segment. The first was a change order for a large U.S. contract. The costs were incurred in the first quarter of fiscal year 2016, but revenue and profit of $8.6 million were recognized in the second quarter of fiscal year 2016. The second was a $6.6 million contract modification for the U.K. Health Assessment Advisory Service contract. Excluding these items from the second quarter of fiscal year 2016, year over year revenue would have grown 5% and diluted earnings per share would have grown 38%. Now I will speak to segment results, starting with Health Services. Second quarter revenue for the Health Services segment increased 6% compared to the same period last year and most of the growth was organic. This segment was unfavorably impacted 3% from…

Thank you, Rick. And good morning, everyone. Our solid results in the second quarter confirm that we remain on track to achieve our financial and operational objectives for fiscal 2017. As you know, Land and Expand is an important element of our long-term growth strategy. This morning, I will provide some additional color on the contract extension in New York and an update of our United Kingdom operations. As Rick mentioned, we received a 3 year extension of the New York Enrollment Center contract. This contract has served as a vehicle for the state's efforts to gain program efficiencies by streamlining the eligibility and enrollment process for multiple health insurance benefit programs. The contract extension demonstrates the solid partnership we have forged since the start of the contract in 2010. Over time, we've helped the state serve new populations and programs. Our original scope of the work was processing renewals for public health insurance participants in 25 counties through a centralized enrollment center in Albany. The state designed the enrollment center to be scalable and serve as a blueprint for its state-based exchange. In 2013, we began providing eligibility enrollment support for the exchange and its associated health insurance programs including Medicaid, CHIP, qualified health plans in the small business market place. In 2015, we assisted the state in implementing its Basic Health Program, known as the Essential Plan. As part of this effort, we assumed the responsibility for eligibility support, enrollment, renewals and other case management functions for the populations served. As we discussed in our call last August, we now have a second location in Rochester, where we are providing additional administrative and contact center services for several health programs that we now support throughout the state. This example underscores the importance of constantly bringing innovation and delivering…

[Operator Instructions] Our first question is from Brian Gesuale from Raymond James.

Rich, wanted to follow up on some of your commentary and really talk a little bit about 2018. You've been consistent in your messaging that not every year is going to be a double-digit growth year for you guys. Clearly, new awards have been interrupted with some of the political instability here. Can you maybe broadly frame some of the puts and takes and help us hone in on the range of potential outcomes for next year?

I'd be glad to do that, and I think I touched upon really the platform upon which this discussion has to occur. And I do think, as I've said many times before, that given relative to our long-term growth target of 10% plus, there will be years when we're north of that, there will be years where we're south of that. And as we think through that in the business model, certainly, this is a period of time where the industry goes through a pause. Interesting enough, we see that pause here in the U.S. and in the United Kingdom. And these periods of pause cause our clients to effectively pause moving forward new initiatives to decide, what are those new initiatives, what are those programs? What are their priorities? And the slowdown in terms of the new regulations as well. Not only here in the U.S. is it a weekly issue as it relates to the healthcare situation, it feels like it's even more frequent than a daily issue as we speak even today, we understand we could see some legislative action relative to the health plan, and this is a really good example. Whether or not our U.S. healthcare program, the Affordable Care Act, measure is pushed down to the state, whether they become more state-based and states move forward with rate waivers is a very important aspect of the healthcare program here in the United States, upon which we are basically sitting here, bated breath and preparing ourselves. Our teams are working with our clients and our prospects to be prepared to move forward as soon as that decision is made. And that's just an example of what we see in a pause situation. We sense a lot of pent-up interest, demand, conversations, currents and once this logjam breaks, I think we're going to see a different dynamic. And hence, as we look forward, you have to ask the question, what's the growth rate look like for the remainder of this year? I think we've done a very good job and we've got good visibility and we've shared with you where we think this year will end up. And we as we enter into '18, the question becomes, to what extent does this free up? That's to be determined. It's certainly in a pause mode. It sets the table for single-digit as opposed to double-digit type growth, but some of that's to be determined. Hope that's helpful.

Yes, it is. That's great. Just a real quick follow-up. You guys have been executing really well and raised the midpoint of earnings guide by about $0.05. Can you maybe just break apart what is tax related and what was execution related?

Mr. Nadeau is going to address that one.

Thanks, Brian. I think if you look at the midpoint of where we were at $3 and you look at the midpoint of where we are now, $3.05, and look at the tax rates, I think about $0.015 of that $0.05 is attributable to tax rates.

Of our next question is from Richard Close of Canaccord Genuity.

This is Brian Hoffman in for Richard. In the conclusion of your slide deck, you indicated that single digit top line growth is reasonable for the short term, and looking at consensus estimates are looking for about 5.5%. But in looking at earnings, The Street seems to be looking for just under 10% growth. So we're just curious how you view that assumption. Do think that might be aggressive? Or are you may be expecting some sort of margin improvement next year?

I am going to hand this over to Rick Nadeau in a moment. But I would say, first off, we need to put it in perspective, our comments don't constitute formal guidance. We go through a bottoms up process, which we've launched already. We wrapped that in the fall, and we shared our insights with you I think in the November call. So stay tuned for that in terms of formal guidance, but Rick's going to comment on the commentary that we do have on the slide.

Okay. Thanks, Brian. I think I can give you some data points that can probably help you here. I think our guidance for FY '17 implies a total company operating income margin of 12.9%. And I think if you look at recent history, that's been a high of 13.9% in FY '13, it's been as low as 11.9% in FY '16. FY '16, you remember, was tempered by startup costs that were there. I think if you look at your consensus guidance out there right now, I think that reverse engineer your tax rate at about 36.3%, that would imply an operating income margin of 13.4%. So that is in the range of where we've been historically and where we are today. I would tell you, though, that if you look at our tax rate today you'll see that it was better than what we thought it was going to be. I think in future years I think you should be modeling a tax rate that's more like 35% to 36% and lower than what I can reverse engineer with what is in your consensus. That help you?

Yes, that's helpful. And with respect to the pipeline, last quarter you talked about $250 million of pipeline that got pushed out. Just wondering if you have any update on some of those contracts?

This is Richard. We did mention last quarter we have about $250 million. I think we said we expected it to take about six months of that to roll back in and we've seen some of it come back in, not all of it come back in. But the commentary would be we've seen some of it come back in and I think it's going to take a little bit more time to see the remainder of it come back in.

Great. And one more for me. In both the U.S. Federal and Human Services segment, you had contracts either ending or winding down. So just curious if for each of these contracts you were able to provide contribution this quarter and last year so we can look at the segments excluding those contracts?

I think you're talking about the VA TPA contract that is in this segment area and I'd say that, that revenue is probably in the $15 million or so range for this year, is what we have in this year's guidance. And that's lower than the prior year. And then on The Work Programme that's winding down in the United Kingdom, I think it's about a $65 million program in FY '17. And as we've said, that will work its way down over time over the next two years. I'm sorry, that's the Work Choice and the Work Programme. Work Programme is the one that is ending. So the portion of that $65 million that is Work Programme will be working its way down over time.

Our next question is from Dave Styblo from Jefferies.

I just want to come back for the current environment you guys have talked about, this mid-single-digit. Are you able to sort of refine that a little bit more as we look forward into '18? And in terms of what the key puts and takes to that would be in terms of specifically how much confidence you have to say that? And I guess the angle I'm coming from is you've got 2% reported growth this year, which I think is more like 4% excluding FX. And so from there I think it would imply a bit of an acceleration. So I'm just curious what you would see waning or what visibility you have on things that accelerate that when you still do have some contracts that are winding down, like the UK Work Programme and the Department of Virginia VA?

Yes. I think on fiscal '18, I don't think I was saying mid-single-digits. I think I was referring to single-digit environment. And I don't infer south of mid-single digit, it's just too soon to put any specificity on single-digit at this point in time. The major variables in my mind, obviously, it's new work that comes to the table. A big variable there will be here in the United States. What do we do with this healthcare program? What additional work will be required? When does that come to the table and when do we recognize it realize it as revenue? Just one subset of that would be this concept of the work requirement, which we're hearing discussed extensively and Bruce Caswell, who's here with me day in and day out, in a minute I'm going to ask him to give you a little more color on what we see out there in our industry that it's really the heart of your question. The answer to your question, what work might come across our transom that would move the needle meaningfully in our fiscal '18 guidance, when we provide it in November. But the variables would be new work that we've managed to develop in the meantime. Obviously, we need to be cognizant of the erosion factor. Some work does normally erode, and it's a big difference in the year when you've got 2% or 3% or 5% erosion versus 10%. That will move the organic needle 5%, as you can appreciate. So those would be the two big variables. Bruce, any color you'd like to add in terms of what's in the market?

Yes, thanks, Rich. Dave, I think one thing is we're now in May and one thing to think about is the Open Enrollment year five, which is just in front of us for the health insurance exchanges. So a lot of what's being discussed in terms of revisions to the Affordable Care Act in American health care, really won't be implemented until subsequent years. So point one is how stable is the base of current business for the health insurance exchange business? And we've had a lot of conversations with our clients on two fronts. One is how should we be thinking about Open Enrollment year five? And it's basically steady as we go, stay the course, business as usual, prepare for the ramp ups as we have in prior years. And then number two is what does the market really look like and what does the environment look like after that if we have a revision to the current act? And the clients recognize that a massive investment has been made in the infrastructure to support the basic business process of application, eligibility determination and enrollment for these individuals. And these are infrastructures that will be sustained over time. The basic problem and the need to keep, get and keep people insured isn't going away. Now as Rich said, to kind of finish the question, there will however be probably a broader state authority through the waiver process, and CMS has been guiding a number of states to use 1115 waivers to advance the comments, the concept of work requirements for the Medicaid population. Presently, there are five states that are headed in that direction. Indeed, in fact, Indiana already has a modest work requirement affiliated with their program. Kentucky's waiver application is first in the queue and likely…

Got it. And then if I could just ask on the pipeline. So you went from $4 billion last quarter to $3.3 billion. A big chunk of that move, I think, is the value of signed contracts was worth $1 billion so that would sort of imply that you guys picked up some new business in that pipeline to replace it. Can you just crosswalk that bridge a little bit more and let us know how much of that $1 billion is new work versus existing work?

I think there's two things to crosswalk. One is, as we look at the dynamics and the roll forward of the pipeline, you're right. We started the quarter with about $3.9 billion, a little bit over $3.9 billion in pipeline. The net award in the quarter, not year-to-date but in the quarter, was a little bit over $1 billion. So that subtotal is a $2.9 billion to get back to the ending number of $3.3 billion, it means we added a little bit over $400 million back into the pipeline. I think that's really good pipeline dynamics. So anytime you convert a good portion of the pipeline to a win is good news, and given the nature and the significance of the New York situation, that's very, very good news. In terms of how much of the awards in the quarter represents new work. Historically, we don't break out the new work component of the year-to-date or the quarter awards. The reason we do that, is frankly we alternatively factor the new work element, as you would expect, into our annual planning in our guidance, in our quarterly updates. To that, because it's not only how much was new in the quarter, but in what year and what periods will you recognize that, and you also need to feather in work that might go away. So we think a better, more refined approach is just to feather all of that into our quarterly update and guidance. That aside, if we do have a meaningful significant new win in any period, we will share the details of that with you if we're permitted to do it, permitted by our clients to share those details.

[Operator Instructions] Our next question is from Brian Kinstlinger from Maxim group.

When I look at the $1 billion roughly of awards in the quarter in the last three months, I'm trying to understand the largest puts and takes. So maybe can you quantify the New York three year extension? Because it seems quite a large number for not understanding where the large pieces are?

Fair enough, Brian. We're going to ask Bruce Caswell to respond to that question.

As often times our clients actually do prevent us from disclosing a lot of specific contract details. So what I'm about to tell you, I need to give you, what is really publicly available, that the state has listed on its procurement website. And that's the value of $2.5 billion over 10 years. Now it's important to note that, that's not all just incremental go forward. The start date for that would be August of 2010, August 20, 2010, and the end date of that is August 19, 2020. So $2.5 billion over 10 years.

Okay. So that helps explain it. And then can you quantify the headwind of contracts that are already winding down that you know in fiscal 2018? What is -- sometimes you have a slingshot and sometimes you have a headwind. What is the headwind that you already know in fiscal 2018?

I think we've given you a heads up on what those are. And by the way, again, we take all of that and the beginning of every year and every quarter, we refresh it. We do a bottoms up, existing contracts, we run them out and that becomes the basis for any updates that we provide to you as it relates to our guidance. So all of it's baked into what we've shared with you. I do think that we've given you a heads up in terms of those individual contracts that are meaningful in that regard. We've talked about our federal contract with the VA, we've talked about what's going on in the United Kingdom with the wind down of their program, and we've talked about part a, the contract we lost. Those are the three that come to mind as meaningful on an individual basis worthy of mention, that we can mention. Nothing new in that context this quarter, by the way.

Our next question is from Jamie Stockton with Wells Fargo.

Maybe to start with, in this period where we're in kind of a pause environment. Can you talk about your thoughts on M&A? And whether or not that's a lever that could be used to try to create shareholder value when maybe there aren't a lot of awards being made?

Jamie, I'd be glad to talk about that. Our views on M&A are as follows. One, we do have an active M&A program. We have dedicated staff in the M&A space. We don't think we are compelled to go out and do M&A to grow the company. We think we're positioned to grow just given the macro drivers in our existing space. However, particularly over the longer term, we think M&A is a great way to make sure we keep our saw sharp. And we do use it strategically. We have strategic interest to advance our business that might be in geographies that we think are ripe for expansion. It might be to acquire new capabilities or additional capabilities where we see demand exceeding supply, and we do have several opportunities on our plate as we speak today and naturally and frankly, they'd range from tuck-ins to more meaningful acquisitions, and I've had conversations to share with you that there is a size of acquisition that is a factor. And at the end I'd say we are not compelled to go out and make an acquisition to grow, we use it as a strategic tool. And yes, we are very active in that space.

Okay, that's great. And then maybe just quickly on the pipeline. Can you talk about, you obviously have this 3.3 billion that you've identified at this point. I assume that there are thresholds that you guys set internally where a piece of business has to have a certain ROI or you have to believe that it's going to deliver a certain level of profitability for you to go after it? In periods where maybe we're entering more of a pause environment, do those thresholds change at all? Or are they relatively rigid? If you could just give us some color on that, that would be great.

I will share some comments and I'll ask Rick Nadeau if he wants to jump in as well. But we do have a process here, business review committee that looks at every significant piece of new business that crosses our transom. We consider many dimensions to new work. Obviously, the financial aspects of new work are very, very important. We tend to take a long-term view at these relationships, at these programs, and I think sometimes that serves as a competitive advantage and creates long-term shareholder value. For example, what that might mean is we may expect to have meaningful upfront losses on a contract for a year and sometimes longer than a year. But when you look at the long-term shareholder aspects, they are very, very compelling. So we do a process, we operate in the context that we have a portfolio and we take a portfolio view, where we'd like the consolidated portfolio to fall within the 10% to 15%. Historically, it's very much been within that range. That being said, we will have some bid opportunities, new work opportunities that are well south of that range and some that are north of that range, and they'll vary for such reasons as the type of contract that we're bidding, or our desire to get into a new market. So to answer your question relative to, by the way, it's not rigid criteria. But do we change our criteria in pause periods like this? I'd like to think we don't change our criteria. We take a long-term view of the opportunities. Rather, we use these pause periods to really better position the company when we do see a resurgence and the logs freeing up in the logjam. Rick, anything you'd like to add?

No, I think that was well said. The only thing I'd add is that when we talk about a contract at the beginning of our term on the contract, the operators are proud and they do work hard and improve those margins over time. So over the life of a contract, you'll see it improve within those ranges and within the thresholds that Rich talked about. But obviously, it's judgmental. And we always take a long-term view.

Our next question is from Frank Sparacino with First Analysis.

Maybe for Bruce, just on the Medicaid waiver side of things. I'd be curious to get your perspective, Bruce. I mean, I know there's been a lot of talk around some of the changes to Medicaid programs that you alluded to. But do you get the sense that there are a lot of states sort of in a wait and see mode to see what happens with some of these early waiver sort of votes? If Kentucky's successful and others are successful, do you feel like that's a stimulant to other states to really start pushing forward? Is there something that's kind of holding others back at this stage?

That's a great question, Frank. I think a couple of things. First of all, I think you're absolutely right that the states are kind of looking at one another and figuring out who wants to follow whom. There has been some discussion, as I understand it, about whether there could be a waiver approval streamlining process. And it could take two forms. One could be that if a waiver has already been approved for a certain state and a subsequent waiver from another state is largely identical, in terms of the kind of form and substance of it. So take, for example, pushing the work requirement down to the federal poverty level, or even, in some instances, below the federal poverty level as part of Medicaid. If that's kind of in a template version already been preapproved, then other states may be able to be kind of grandfathered under that model. I've heard some discussion of that. Another approach that folks in the industry have been theorizing is whether the waiver process itself, which historically it takes time to get through, it's not been the fastest process, might in some instances be supplanted by authority granted to states to actually modify their programs through their state plans. Because every state has to submit a State plan for Medicaid, for example, and other programs, but there may be broader authority given to states where they could just indicate the changes they're making as part of the normal state plan amendment process, which is actually a faster track. So I think there is two things going on. One is the uncertainty around what are we really going to get in terms of the Affordable Care Act and the potential replacement because that has implications on Medicaid beginning in 2020, particularly for Medicaid expansion states, as you know. And so there's uncertainty there that's, I think, fueling maybe some states waiting and seeing, and then there is some clarity that states are seeking in terms of how the process is going to work within CMS and as you know, while key positions in CMS have been filled, like that of the administrator, other positions continue to be filled along the way. And I think things will become more clear as we go. I think it's interesting that there are already the five states that I mentioned that have kind of lined up with the work requirement waivers. I would think we'll also start seeing states seeking greater use of, call it, kind of consumer engagement or personal responsibility waivers as it relates to some aspect of consumers having a financial stake in Medicaid, in other words, whether they're participating through a co-pay or a deductible or some type of account like in Michigan, in Governor Snyder's state, where you effectively earn credits for healthy lifestyle choices. That's another thing to keep watching. Does that help?

Yes, very helpful. And if I could just sneak in one other question. On the sort of other programs, I don't think there's been any discussion on this call around LTSS. But just be curious on sort of level of activity there. I know there was an RFP in the state of Pennsylvania, I believe. But any material sort of changes in that space?

I can't comment on specific RFPs in the marketplace. But I would just say, I think that overall, we remain pleased with the level of procurement activity as it relates to LTSS. And I would call, I would couple with that related activity around assessments, assessments related to preadmission screening residency reviews, supports intensity scale assessments and other assessments, particularly the types performed by Ascend Management Innovations, which, as you know, is the company with whom we combined just over a year ago. So I think we're pretty pleased with progress in that marketplace.

Ladies and gentlemen, we have reached the end of the question and answer session and are out of time for today's call. Maximus thanks you for your time and participation. You may disconnect your lines at this time.