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Fair Value Measurements | 9 Months Ended
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Jun. 30, 2023
Fair Value Disclosures [Abstract] |
Fair Value Measurements | FAIR VALUE MEASUREMENTS 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 three 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. •We will receive payments from the sale of a small commercial practice in the United Kingdom over the next three years. We have discounted the asset based upon our cost of capital, which is not an observable input. The balance at the sale of the business was $6.8 million. These assets are held in "Prepaid expenses and other current assets" and "Other assets" on our consolidated balance sheet. 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 nine months ended June 30, 2023.
Table 8.1: Fair Value Measurements
| As of June 30, 2023
| Level 1 |  | Level 2 |  | Level 3 |  | Balance
| (in thousands)
Assets: |  |  |  |  |  |  |
Deferred compensation assets - Rabbi Trust | $ | 27,306 |  |  | $ | — |  |  | $ | — |  |  | $ | 27,306 |
Interest rate swaps - $650 million notional value | — |  |  | 29,647 |  |  | — |  |  | 29,647 |
Notes receivable | — |  |  | — |  |  | 7,397 |  |  | 7,397 |
Total assets | $ | 27,306 |  |  | $ | 29,647 |  |  | $ | 7,397 |  |  | $ | 64,350 |
Liabilities: |  |  |  |  |  |  |
Contingent consideration | — |  |  | — |  |  | 12,700 |  |  | 12,700 |
Total liabilities | $ | — |  |  | $ | — |  |  | $ | 12,700 |  |  | $ | 12,700 |
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 Loss 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 8.2: 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 | 10,831 |  |  | 4,554 |  |  | 15,385 |
Amounts reclassified from accumulated other comprehensive loss | 116 |  |  | (5,851) |  |  | (5,735) |
Net current period other comprehensive losses | 10,947 |  |  | (1,297) |  |  | 9,650 |
Balance as of June 30, 2023 | $ | (46,162) |  |  | $ | 21,851 |  |  | $ | (24,311) |
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 June 30, 2023 and September 30, 2022, the Aidvantage contingent consideration was $10.2 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 $2.5 million (£2.0 million British Pounds). At June 30, 2023 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 8.3: 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 | 2,810 |
Cash payments | (6,662) |
Foreign currency translations | 316 |
Closing contingent consideration as of June 30, 2023 | $ | 12,700 |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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