INVESTMENTS AND FAIR VALUE MEASUREMENT | INVESTMENTS AND FAIR VALUE MEASUREMENTS Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 June 30, 2021 Assets: Cash equivalents Money market funds $ 3,551 $ 3,551 $ — $ — Funds held for clients Money market funds 2,375 2,375 — — Available-for-sale securities 19,076 — 19,076 — Total $ 25,002 $ 5,926 $ 19,076 $ — Liabilities: Contingent purchase consideration $ 2,096 $ — $ — $ 2,096 Total $ 2,096 $ — $ — $ 2,096 December 31, 2020 Assets: Cash equivalents Money market funds $ 5,204 $ 5,204 $ — $ — Funds held for clients Money market funds 63,999 63,999 — — Available-for-sale securities 25,919 — 25,919 — Total $ 95,122 $ 69,203 $ 25,919 $ — Liabilities: Contingent purchase consideration $ 3,880 $ — $ — $ 3,880 Total $ 3,880 $ — $ — $ 3,880 In July 2020, we acquired certain assets of a payroll tax business (the “Asset Purchase Agreement”). The initial purchase price for the assets was $4,250, which we paid in cash at closing. The Asset Purchase Agreement set forth two subsequent purchase consideration payments, which are contingent on certain thresholds. The first contingent purchase consideration of $1,975, was offset by certain net amounts owed to us by the seller related to transition services in the amount of $191, was paid in June 2021 (a total payment of $1,784). The second and final contingent purchase consideration, will be based on the trailing twelve-month revenue at October 31, 2021, and will generally be made by April 30, 2022. We utilized a Monte Carlo simulation to determine the fair value of the contingent consideration. There was no adjustment to the fair value of the contingent consideration at June 30, 2021. Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands): Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate June 30, 2021 Restricted cash equivalents $ 1,962 $ — $ — $ 1,962 Available-for-sale securities: Certificates of deposit 5,399 137 — 5,536 Corporate debt securities 7,398 205 (9) 7,594 Municipal bonds 3,427 62 — 3,489 U.S. Government agency securities 500 — (5) 495 Total available-for-sale securities 16,724 404 (14) 17,114 Total (2) $ 18,686 $ 404 $ (14) $ 19,076 December 31, 2020 Restricted cash equivalents $ 1,258 $ — $ — $ 1,258 Available-for-sale securities: Certificates of deposit 7,370 204 — 7,574 Corporate debt securities 8,914 295 (1) 9,208 Municipal bonds 7,276 103 (1) 7,378 U.S. Government agency securities 500 1 — 501 Total available-for-sale securities 24,060 603 (2) 24,661 Total (2) $ 25,318 $ 603 $ (2) $ 25,919 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of June 30, 2021 and December 31, 2020, there were 53 and 69 securities, respectively, in an unrealized gain position and there were 2 securities in an unrealized loss position for both periods. As of June 30, 2021, these unrealized losses were less than $9 individually and $14 in the aggregate. As of December 31, 2020, these unrealized losses were less than $2 individually and $2 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At June 30, 2021 and December 31, 2020, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets. Funds held for clients represent assets that the Company has classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Condensed Consolidated Balance Sheets. Funds held for clients have been invested in the following categories (in thousands): June 30, 2021 December 31, 2020 Restricted cash and cash equivalents held to satisfy client funds obligations $ 190,318 $ 296,408 Restricted short-term marketable securities held to satisfy client funds obligations 2,027 4,249 Restricted long-term marketable securities held to satisfy client funds obligations 15,087 20,412 Total funds held for clients $ 207,432 $ 321,069 Expected maturities of available-for-sale securities as of June 30, 2021 are as follows (in thousands): One year or less $ 3,487 After one year through five years 15,589 $ 19,076 |