UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly reporting period ended
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of |
(I.R.S. Employer Identification Number) |
(
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Dayforce, Inc.
Table of Contents
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
35 |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
38 |
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Item 3. |
38 |
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Item 4. |
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Item 5. |
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Item 6. |
39 |
2 | Q1 2024 Form 10-Q
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q ("Form 10-Q") contains, or incorporates by reference, not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and that are subject to the safe harbor created by those sections. Forward-looking statements, including, without limitation, statements concerning the conditions of the human capital management solutions industry and our operations, performance, and financial condition, and including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “assumes,” “projects,” “could,” “continues,” “likely,” “may,” “will,” “should,” and similar references to future periods, or by the inclusion of forecasts or projections.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Consequently, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions. In particular:
Please refer to Part II, Item IA. “Risk Factors” of this Form 10-Q and Part I, Item IA, “Risk Factors” of our most recently filed Annual Report on Form 10-K, for the year ended December 31, 2023 (“2023 Form 10-K”), for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. For the reasons described above, we caution against relying on any forward-looking statements. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.
3 | Q1 2024 Form 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dayforce, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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March 31, |
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December 31, |
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2024 |
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2023 |
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(In millions, except per share data) |
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Assets |
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Current assets: |
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Cash and equivalents |
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$ |
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$ |
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Restricted cash |
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Trade and other receivables, net |
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Prepaid expenses and other current assets |
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Total current assets before customer funds |
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Customer funds |
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Total current assets |
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Right of use lease assets, net |
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Property, plant, and equipment, net |
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Goodwill |
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Other intangible assets, net |
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Deferred sales commissions |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
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$ |
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Current portion of long-term lease liabilities |
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Accounts payable |
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Deferred revenue |
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Employee compensation and benefits |
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Other accrued expenses |
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Total current liabilities before customer funds obligations |
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Customer funds obligations |
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Total current liabilities |
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Long-term debt, less current portion |
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Employee benefit plans |
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Long-term lease liabilities, less current portion |
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Other liabilities |
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Total liabilities |
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(Note 14) |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4 | Q1 2024 Form 10-Q
Dayforce, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended March 31, |
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2024 |
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2023 |
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(In millions, except per share data) |
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Revenue: |
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Recurring |
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$ |
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$ |
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Professional services and other |
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Total revenue |
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Cost of revenue: |
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Recurring |
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Professional services and other |
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Product development and management |
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Depreciation and amortization |
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Total cost of revenue |
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Gross profit |
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Selling and marketing |
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General and administrative |
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Operating profit |
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Interest expense, net |
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Other expense, net |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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Net income per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
5 | Q1 2024 Form 10-Q
Dayforce, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
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Three Months Ended March 31, |
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2024 |
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2023 |
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(In millions) |
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Net income |
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$ |
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$ |
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Items of other comprehensive (loss) income before income taxes: |
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Change in foreign currency translation adjustment |
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( |
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Change in unrealized loss from invested customer funds |
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( |
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Change in pension liability adjustment |
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Other comprehensive (loss) income before income taxes |
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( |
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Income tax (benefit) expense, net |
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( |
) |
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Other comprehensive (loss) income after income taxes |
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( |
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Comprehensive (loss) income |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6 | Q1 2024 Form 10-Q
Dayforce, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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$ |
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Capital |
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Deficit |
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Loss |
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Equity |
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(In millions) |
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Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock under share-based compensation plans |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Change in unrealized loss, net of tax of ($ |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Change in pension liability adjustment, net of tax of $ |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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$ |
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Capital |
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Deficit |
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Loss |
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Equity |
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(In millions) |
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Balance as of December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock under share-based compensation plans |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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Change in unrealized loss, net of tax of ($ |
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— |
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— |
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— |
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— |
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Change in pension liability adjustment, net of tax of ($ |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
|
See accompanying notes to condensed consolidated financial statements.
7 | Q1 2024 Form 10-Q
Dayforce, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended March 31, |
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2024 |
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2023 |
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(In millions) |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Deferred income tax (benefit) expense |
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( |
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Depreciation and amortization |
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Amortization of debt issuance costs and debt discount |
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Loss on debt extinguishment |
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— |
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Provision for doubtful accounts |
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Net periodic pension and postretirement cost |
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Share-based compensation expense |
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Change in fair value of contingent consideration |
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— |
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Other |
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— |
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Changes in operating assets and liabilities, excluding effects of acquisitions: |
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Trade and other receivables |
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( |
) |
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( |
) |
Prepaid expenses and other current assets |
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( |
) |
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( |
) |
Deferred sales commissions |
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( |
) |
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( |
) |
Accounts payable and other accrued expenses |
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( |
) |
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Deferred revenue |
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( |
) |
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Employee compensation and benefits |
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( |
) |
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( |
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Accrued taxes |
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Other assets and liabilities |
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( |
) |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Purchases of customer funds marketable securities |
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( |
) |
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( |
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Proceeds from sale and maturity of customer funds marketable securities |
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Purchases of marketable securities |
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( |
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— |
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Proceeds from sale and maturity of marketable securities |
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— |
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Expenditures for property, plant, and equipment |
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( |
) |
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( |
) |
Expenditures for software and technology |
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( |
) |
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( |
) |
Acquisition costs, net of cash acquired |
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( |
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— |
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Other |
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— |
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( |
) |
Net cash used in investing activities |
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( |
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( |
) |
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Cash flows from financing activities |
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Increase in customer funds obligations, net |
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Proceeds from issuance of common stock under share-based compensation plans |
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Proceeds from debt issuance |
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— |
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Repayment of long-term debt obligations |
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( |
) |
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( |
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Payment of debt refinancing costs |
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( |
) |
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— |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash, restricted cash, and equivalents |
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( |
) |
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( |
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Net increase in cash, restricted cash, and equivalents |
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Cash, restricted cash, and equivalents at beginning of period |
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Cash, restricted cash, and equivalents at end of period |
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$ |
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$ |
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Reconciliation of cash, restricted cash, and equivalents to the condensed |
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Cash and equivalents |
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$ |
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$ |
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Restricted cash |
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Restricted cash and equivalents included in customer funds |
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Total cash, restricted cash, and equivalents |
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$ |
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$ |
|
See accompanying notes to condensed consolidated financial statements.
8 | Q1 2024 Form 10-Q
Dayforce, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization
Dayforce, Inc. and its direct and indirect subsidiaries (also referred to in this report as “we,” “our,” “us,” or the “Company”) offer a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll-related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance programs, and recruitment and applicant screening. Our technology-based services are typically provided through long-term customer relationships that result in a high level of recurring revenue. While we operate in
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accounting policies we follow are set forth in Part II, Item 8, Note 2, “Summary of Significant Accounting Policies,” to our audited consolidated financial statements in our 2023 Form 10-K. The following notes should be read in conjunction with these policies and other disclosures in our 2023 Form 10-K.
In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to the condensed consolidated financial statements) necessary to present fairly in all material respects the financial position, results of operations, comprehensive income (loss), and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.
Recently Issued and Adopted Accounting Pronouncements from the Financial Accounting Standards Board
There were no recently adopted accounting standards that had a material effect on our condensed consolidated financial statements and accompanying disclosures, and no recently issued accounting standards that are expected to have a material impact on our condensed consolidated financial statements and accompanying disclosures.
3. Business Combinations
On February 1, 2024, we completed the purchase of
The purchase accounting has not been finalized as of March 31, 2024. Provisional amounts relate to final purchase price adjustments, specifically the net working capital, intangible assets and tax positions. We expect to finalize the allocation of the purchase price within the one-year measurement period following the acquisition. Intangible assets recorded for this acquisition consist of $
The major classes of assets and liabilities to which we have preliminarily allocated the purchase price were as follows:
|
(In millions) |
|
|
Cash and equivalents |
$ |
|
|
Trade receivables, prepaid expenses, and other current assets |
|
|
|
Goodwill |
|
|
|
Other intangible assets |
|
|
|
Other assets |
|
|
|
Accounts payable and accrued liabilities |
|
( |
) |
Deferred revenue |
|
( |
) |
Deferred tax liability |
|
( |
) |
Total purchase price |
$ |
|
9 | Q1 2024 Form 10-Q
4. Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:
|
|
March 31, 2024 |
|
||||||||||||||
|
|
Level 1 |
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|
Level 2 |
|
|
|
Level 3 |
|
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Total |
|
||||
|
|
(In millions) |
|
||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale customer funds assets |
|
$ |
— |
|
|
$ |
|
(a) |
|
$ |
— |
|
|
$ |
|
||
Total assets measured at fair value |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
DataFuzion contingent consideration |
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
|
(b) |
$ |
|
||
Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
|
|
$ |
|
|
|
December 31, 2023 |
|
||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(In millions) |
|
||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale customer funds assets |
|
$ |
— |
|
|
$ |
|
(a) |
|
$ |
— |
|
|
$ |
|
||
Total assets measured at fair value |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
DataFuzion contingent consideration |
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
|
(b) |
$ |
|
||
Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
|
|
$ |
|
Due to the remeasurement of the DataFuzion contingent consideration, we recognized
Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
5. Customer Funds
Overview
In certain jurisdictions, we collect funds for payment of payroll and taxes; temporarily hold such funds until payment is due; remit the funds to the customers’ employees and appropriate taxing authorities; file federal, state, and local tax returns; and handle related regulatory correspondence and amendments. The customer assets are held in segregated accounts intended for the specific purpose of satisfying customer funding obligations and therefore are not freely available for our general business use. In the U.S. and Canada, these customer funds are held in trusts.
10 | Q1 2024 Form 10-Q
Our customer funds are held and invested with the primary objectives being to protect the principal balance and to ensure adequate liquidity to meet cash flow requirements. Accordingly, we maintain on average approximately
Financial Statement Presentation
Investment income from invested customer funds, also referred to as float revenue or float, is a component of our compensation for providing services under agreements with our customers. Investment income from invested customer funds included in recurring revenue was $
The amortized cost of customer funds as of March 31, 2024, and December 31, 2023, is the original cost of assets acquired.
|
|
March 31, 2024 |
|
|||||||||||||
|
|
Amortized |
|
|
Gross Unrealized |
|
|
Fair |
|
|||||||
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
||||
|
|
(In millions) |
|
|||||||||||||
Money market securities, investments carried at cost |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Available for sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Canadian and provincial government securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate debt securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Asset-backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage-backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other short-term investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total available for sale investments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Invested customer funds |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Receivables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total customer funds |
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Amortized |
|
|
Gross Unrealized |
|
|
Fair |
|
|||||||
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
||||
|
|
(In millions) |
|
|||||||||||||
Money market securities, investments carried at cost |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Available for sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Canadian and provincial government securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate debt securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Asset-backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage-backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other short-term investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total available for sale investments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Invested customer funds |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Receivables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total customer funds |
|
$ |
|
|
|
|
|
|
|
|
$ |
|
11 | Q1 2024 Form 10-Q
The following represents the gross unrealized losses and the related fair value of the investments of customer funds available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
|
|
March 31, 2024 |
|
|||||||||||||||||||||
|
|
Less than 12 months |
|
|
12 months or more |
|
|
Total |
|
|||||||||||||||
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
||||||
|
|
(In millions) |
|
|||||||||||||||||||||
U.S. government and agency securities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Canadian and provincial government securities |
|
|
( |
) |
|
|
|