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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:

•Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities

•Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs

•Level 3 inputs are unobservable

The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023								As of December 31, 2022
	Fair Value Hierarchy								Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	290,008	$	—	$	—	$	290,008	$	259,351	$	—	$	—	$	259,351
Restricted cash(a)	41,915		—		—		41,915		14,480		—		—		14,480
Restricted investments(b)	—		98,361		—		98,361		—		91,556		—		91,556
Investments in lieu of retention(c)	16,283		79,369		—		95,652		20,100		68,228		—		88,328
Total	$	348,206	$	177,730	$	—	$	525,936	$	293,931	$	159,784	$	—	$	453,715

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(a)Includes money market funds and short-term investments with maturity dates of three months or less when acquired.

(b)Restricted investments, as of September 30, 2023 and December 31, 2022, consist of available-for-sale (“AFS”) debt securities, which are valued based on pricing models determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

(c)Investments in lieu of retention are included in retention receivable as of September 30, 2023 and December 31, 2022, and are comprised of money market funds of $16.3 million and $20.1 million, respectively, and AFS debt securities of $79.4 million and $68.2 million, respectively. The fair values of the money market funds are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of AFS debt securities are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

Investments in AFS debt securities consisted of the following as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023								As of December 31, 2022
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Restricted investments:
Corporate debt securities	$	66,046	$	—	$	(3,638)	$	62,408	$	53,452	$	1	$	(3,550)	$	49,903
U.S. government agency securities	29,724		—		(1,599)		28,125		34,920		13		(1,688)		33,245
Municipal bonds	8,607		—		(1,230)		7,377		9,211		—		(1,257)		7,954
Corporate certificates of deposit	500		—		(49)		451		507		—		(53)		454
Total restricted investments	104,877		—		(6,516)		98,361		98,090		14		(6,548)		91,556

Investments in lieu of retention:
Corporate debt securities	81,518		1		(3,123)		78,396		70,968		1		(3,724)		67,245
Municipal bonds	822		151		—		973		818		165		—		983
Total investments in lieu of retention	82,340		152		(3,123)		79,369		71,786		166		(3,724)		68,228

Total AFS debt securities	$	187,217	$	152	$	(9,639)	$	177,730	$	169,876	$	180	$	(10,272)	$	159,784

The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023
	Less than 12 Months				12 Months or Greater				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Restricted investments:
Corporate debt securities	$	20,382	$	(495)	$	39,026	$	(3,143)	$	59,408	$	(3,638)
U.S. government agency securities	8,112		(89)		18,763		(1,510)		26,875		(1,599)
Municipal bonds	186		(3)		6,851		(1,227)		7,037		(1,230)
Corporate certificates of deposit	—		—		451		(49)		451		(49)
Total restricted investments	28,680		(587)		65,091		(5,929)		93,771		(6,516)

Investments in lieu of retention:
Corporate debt securities	28,506		(359)		48,949		(2,764)		77,455		(3,123)
Total investments in lieu of retention	28,506		(359)		48,949		(2,764)		77,455		(3,123)

Total AFS debt securities	$	57,186	$	(946)	$	114,040	$	(8,693)	$	171,226	$	(9,639)


	As of December 31, 2022
	Less than 12 Months				12 Months or Greater				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Restricted investments:
Corporate debt securities	$	23,559	$	(733)	$	25,842	$	(2,817)	$	49,401	$	(3,550)
U.S. government agency securities	24,834		(939)		5,593		(749)		30,427		(1,688)
Municipal bonds	4,998		(672)		2,956		(585)		7,954		(1,257)
Corporate certificates of deposit	63		(12)		391		(41)		454		(53)
Total restricted investments	53,454		(2,356)		34,782		(4,192)		88,236		(6,548)

Investments in lieu of retention:
Corporate debt securities	34,553		(843)		32,391		(2,881)		66,944		(3,724)
Total investments in lieu of retention	34,553		(843)		32,391		(2,881)		66,944		(3,724)

Total AFS debt securities	$	88,007	$	(3,199)	$	67,173	$	(7,073)	$	155,180	$	(10,272)

The unrealized losses in AFS debt securities as of September 30, 2023 and December 31, 2022 are primarily attributable to market interest rate increases and not a deterioration in credit quality of the issuers. Management evaluated the unrealized losses in AFS debt securities considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur. Based on the analysis, management determined that credit losses did not exist for AFS debt securities in an unrealized loss position as of September 30, 2023 and December 31, 2022.

It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity. As a result, consistent with the same period in 2022, the Company has not recognized any impairment losses in earnings during the nine months ended September 30, 2023.

The amortized cost and fair value of AFS debt securities by contractual maturity as of September 30, 2023 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.



(in thousands)	Amortized Cost		Fair Value

Due within one year	$	32,555	$	32,007
Due after one year through five years	142,227		134,927
Due after five years	12,435		10,796
Total	$	187,217	$	177,730

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2017 Senior Notes was $457.5 million and $439.7 million as of September 30, 2023 and December 31, 2022, respectively. The fair values of the 2017 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $349.8 million and $389.5 million as of September 30, 2023 and December 31, 2022, respectively. The fair values of the Term Loan B were determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of September 30, 2023 and December 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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