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, 2023 and December 31, 2022, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 June 30, 2023 Assets: Funds held for clients Money market funds $ 14 $ 14 $ — $ — Available-for-sale securities 70,860 — 70,860 — Total $ 70,874 $ 14 $ 70,860 $ — Liabilities: Contingent purchase consideration (1) $ 2,299 $ — $ — $ 2,299 Total $ 2,299 $ — $ — $ 2,299 December 31, 2022 Assets: Funds held for clients Money market funds $ 2,829 $ 2,829 $ — $ — Available-for-sale securities 56,556 — 56,556 — Total $ 59,385 $ 2,829 $ 56,556 $ — Liabilities: Contingent purchase consideration (1) $ 2,955 $ — $ — $ 2,955 Total $ 2,955 $ — $ — $ 2,955 (1) See Note 3 — Business Combinations and Asset Acquisitions 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 June 30, 2023 Restricted cash equivalents $ 14 $ — $ — $ 14 Available-for-sale securities: Certificates of deposit 976 3 (2) 977 Corporate debt securities 67,108 11 (2,134) 64,985 Municipal bonds 4,774 — (328) 4,446 U.S. Government agency securities 500 — (48) 452 Total available-for-sale securities 73,358 14 (2,512) 70,860 Total (2) $ 73,372 $ 14 $ (2,512) $ 70,874 December 31, 2022 Restricted cash equivalents $ 2,829 $ — $ — $ 2,829 Available-for-sale securities: Certificates of deposit 983 4 (2) 985 Corporate debt securities 52,251 1 (2,023) 50,229 Municipal bonds 5,297 — (405) 4,892 U.S. Government agency securities 500 — (50) 450 Total available-for-sale securities 59,031 5 (2,480) 56,556 Total (2) $ 61,860 $ 5 $ (2,480) $ 59,385 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of June 30, 2023 and December 31, 2022, there were 8 and 3 securities, respectively, in an unrealized gain position and there were 160 and 124 securities in an unrealized loss position, respectively. As of June 30, 2023, these unrealized losses were less than $82 individually and $2,512 in the aggregate. As of December 31, 2022, these unrealized losses were less than $96 individually and $2,480 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 credit losses. Factors considered in determining whether a loss is a credit loss include the length of time and extent to which fair value has been less than the cost basis, the credit rating of the investment, 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, 2023 and December 31, 2022, 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, 2023 December 31, 2022 Restricted cash and cash equivalents held to satisfy client funds obligations $ 115,657 $ 147,032 Restricted short-term marketable securities held to satisfy client funds obligations 9,762 9,174 Restricted long-term marketable securities held to satisfy client funds obligations 61,098 47,382 Total funds held for clients $ 186,517 $ 203,588 Expected maturities of available-for-sale securities as of June 30, 2023 are as follows (in thousands): One year or less $ 9,762 After one year through five years 61,098 Total $ 70,860 |