INVESTMENTS AND FAIR VALUE MEASUREMENT | 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 March 31, 2022 and December 31, 2021, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 March 31, 2022 Assets: Funds held for clients Money market funds $ 1,144 $ 1,144 $ — $ — Available-for-sale securities 34,883 — 34,883 — Total $ 36,027 $ 1,144 $ 34,883 $ — Liabilities: Contingent purchase consideration (1) $ 4,329 $ — $ — $ 4,329 Total $ 4,329 $ — $ — $ 4,329 December 31, 2021 Assets: Funds held for clients Money market funds 1,116 1,116 — — Available-for-sale securities 32,060 — 32,060 — Total $ 33,176 $ 1,116 $ 32,060 $ — Liabilities: Contingent purchase consideration (1) $ 4,329 $ — $ — $ 4,329 Total $ 4,329 $ — $ — $ 4,329 (1) See Note 2 — Business Combinations for further discussion regarding the contingent purchase consideration. 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 March 31, 2022 Restricted cash equivalents $ 1,144 $ — $ — $ 1,144 Available-for-sale securities: Certificates of deposit 1,237 6 (3) 1,240 Corporate debt securities 26,502 — (843) 25,659 Municipal bonds 7,809 — (292) 7,517 U.S. Government agency securities 500 — (33) 467 Total available-for-sale securities 36,048 6 (1,171) 34,883 Total (2) $ 37,192 $ 6 $ (1,171) $ 36,027 December 31, 2021 Restricted cash equivalents $ 1,116 $ — $ — $ 1,116 Available-for-sale securities: Certificates of deposit 1,240 7 (4) 1,243 Corporate debt securities 22,597 2 (76) 22,523 Municipal bonds 7,825 3 (24) 7,804 U.S. Government agency securities 500 — (10) 490 Total available-for-sale securities 32,162 12 (114) 32,060 Total (2) $ 33,278 $ 12 $ (114) $ 33,176 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of March 31, 2022 and December 31, 2021, there were 3 and 10 securities, respectively, in an unrealized gain position and there were 69 and 57 securities in an unrealized loss position, respectively. As of March 31, 2022, these unrealized losses were less than $55 individually and $1,171 in the aggregate. As of December 31, 2021, these unrealized losses were less than $11 individually and $114 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 March 31, 2022 and December 31, 2021, 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): March 31, 2022 December 31, 2021 Restricted cash and cash equivalents held to satisfy client funds obligations $ 203,796 $ 185,316 Restricted short-term marketable securities held to satisfy client funds obligations 7,227 5,559 Restricted long-term marketable securities held to satisfy client funds obligations 27,656 26,501 Total funds held for clients $ 238,679 $ 217,376 Expected maturities of available-for-sale securities as of March 31, 2022 are as follows (in thousands): One year or less $ 7,227 After one year through five years 27,656 $ 34,883 |