Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

Fair Value Measurements
3 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
The following assets and liabilities are recorded at fair value on a recurring basis.
We hold mutual fund assets within a Rabbi Trust to cover liabilities in our deferred compensation plan. These assets have prices quoted within active markets and, accordingly, are classified as level 1 within the fair value hierarchy.
We have two interest rate swap agreements, serving to reduce our interest rate risk on our debt. These assets and liabilities can be valued using observable data and, accordingly, are classified as level 2 within the fair value hierarchy.
We anticipate paying additional consideration for certain acquisitions based upon the subsequent performance of the businesses acquired. This liability is based upon our internal assumptions over revenues, margins, volumes, and contract terms. Accordingly, these inputs are not observable and are classified as level 3 within the fair value hierarchy.
The tables below present assets and liabilities measured and recorded at fair value in our consolidated balance sheets on a recurring basis and their corresponding level within the fair value hierarchy. No transfers between Level 1, Level 2, and Level 3 fair value measurements occurred for the three months ended December 31, 2022.
Table 7.1: Fair Value Measurements
As of December 31, 2022
Level 1 Level 2 Level 3 Balance
(in thousands)
Deferred compensation assets - Rabbi Trust $ 24,316  $ —  $ —  $ 24,316 
Interest rate swap - $300 million notional value
—  29,012  —  29,012 
Total assets $ 24,316  $ 29,012  $ —  $ 53,328 
Interest rate swap - $200 million notional value
$ —  $ 2,733  $ —  $ 2,733 
Contingent consideration —  —  16,439  16,439 
Total liabilities $ —  $ 2,733  $ 16,439  $ 19,172 
The fair values of receivables, prepaids, other assets, accounts payable, accrued costs, and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments. The carrying value of our debt is consistent with the fair value as the stated interest rates in the agreements are consistent with the current market rates used in notes with similar terms in the markets (Level 2 inputs).
Accumulated Other Comprehensive Income
All amounts recorded in accumulated other comprehensive loss are related to our foreign currency translations and interest rate swap, net of tax. The following table shows changes in accumulated other comprehensive loss:
Table 7.2: Details of Changes in Accumulated Other Comprehensive Loss by Category
Foreign currency translation adjustment Net unrealized gain on derivatives, net of tax Total
(in thousands)
Balance as of September 30, 2022 $ (57,109) $ 23,148  $ (33,961)
Other comprehensive income before reclassifications 8,036  (2,467) 5,569 
Amounts reclassified from accumulated other comprehensive loss —  (1,314) (1,314)
Net current period other comprehensive losses 8,036  (3,781) 4,255 
Balance as of December 31, 2022 $ (49,073) $ 19,367  $ (29,706)
Contingent Consideration
The fair value of our contingent considerations are based upon estimates of the likely payments, which are based upon assumptions over future performance. The liabilities are reviewed on a quarterly basis and, where changes in estimates arise, these are recorded to selling and general administrative expenses.
Our contingent consideration relates to the businesses below:
In October 2021, we acquired the student loan servicing business from Navient, rebranded as Aidvantage. Future payments are based upon volumes, up to a maximum payment of $65.0 million. At December 31, 2022 and September 30, 2022, the Aidvantage contingent consideration was $14.0 million and $13.8 million, respectively.
In January 2022, we acquired BZ Bodies Limited. Future payments are based upon the performance of the business through December 2023, up to a maximum payment of $2.4 million (£2.0 million British Pounds). At December 31, 2022 and September 30, 2022, we recorded a contingent consideration liability for the maximum payment, which we anticipate making in fiscal year 2024.
In December 2015, we acquired companies doing business as Assessments Australia. Future payments were based upon future revenue earnings. The deadline for the payment expired on December 31, 2022, with no payment being required.
Movement in our contingent consideration balance is as follows:
Table 7.3: Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Contingent Consideration
(in thousands)
Opening contingent consideration as of September 30, 2022 $ 16,236 
Adjustments to fair value recorded in the period 1,414 
Cash payments (1,415)
Foreign currency translations 204 
Closing contingent consideration as of December 31, 2022 $ 16,439