Debt | 8. DEBT Debt consisted of the following (in thousands): December 31, 2023 September 30, 2023 Term Loan due April 28, 2029 — SOFR + 2.50 % + 0.1 % ( 7.96 % at December 31, 2023 and 7.92 % at September 30, 2023) $ 592,500 $ 594,000 Revolving Credit Facility through March 31, 2026 - SOFR + 0.1 % — — Total 592,500 594,000 Less unamortized deferred financing costs ( 3,818 ) ( 3,996 ) Less unamortized original issue discount ( 3,571 ) ( 3,739 ) Less current portion ( 6,000 ) ( 6,000 ) Long-term debt—less current portion and unamortized $ 579,111 $ 580,265 Term Loan Agreement The Term Loan Agreement is a first lien term loan and will mature on April 28, 2029 , subject to acceleration or prepayment. The Term Loan Agreement will amortize in equal quarterly installments of 0.25 % of the aggregate principal amount of the loans outstanding, subject to reduction for certain prepayments. The loans thereunder bear an interest rate equal to (i) in the case of alternative base rate, or ABR, borrowings, the highest of (a) the Federal Funds Rate plus 0.50 %, (b) the Prime Rate as in effect on such day and (c) the one-month Term Secured Overnight Financing Rate ("SOFR") plus 1.00 % per annum, provided that in no event will the alternative base rate be less than 1.50 % per annum, plus an applicable margin of 1.50 % and (ii) in the case of SOFR borrowings, the Term SOFR rate for the applicable interest period, in each case, plus an applicable margin of 2.50 %. As of December 31, 2023 and September 30, 2023 , The AZEK Group LLC had $ 592.5 million and $ 594.0 million outstanding under the Term Loan Agreement. The obligations under the Term Loan Agreement are secured by a first priority security interest in the membership interests of The AZEK Group LLC owned by the Company, the equity interests of The AZEK Group LLC’s domestic subsidiaries, other than certain immaterial subsidiaries and other excluded subsidiaries, and all remaining assets not constituting Revolver Priority Collateral (as defined below and subject to certain exceptions) of the Company, The AZEK Group LLC and the subsidiaries of The AZEK Group LLC that are guarantors under the Term Loan Agreement (the “Term Loan Priority Collateral”), and a second priority security interest in the Revolver Priority Collateral. The obligations under the Term Loan Agreement are guaranteed by the Company and the wholly owned domestic subsidiaries of The AZEK Group LLC other than certain immaterial subsidiaries and other excluded subsidiaries. Loans under the Term Loan Agreement may be voluntarily prepaid in whole, or in part, in each case without premium or penalty, subject to certain customary conditions. The Term Loan Agreement also requires mandatory prepayments of loans under the Term Loan Agreement from the proceeds of certain debt issuances and certain asset dispositions (subject to certain reinvestment rights) and, commencing with the fiscal year ending September 30, 2023, a percentage of excess cash flow (subject to step-downs upon The AZEK Group LLC achieving certain leverage ratios and other reductions in connection with other debt prepayments). The Term Loan Agreement contains affirmative covenants, negative covenants and events of default, which are broadly consistent with those in the Revolving Credit Facility (with certain differences consistent with the differences between a revolving loan and term loan) and that are customary for facilities of this type. The Term Loan Agreement does not have any financial maintenance covenants. The Term Loan Agreement also includes customary events of default, including the occurrence of a change of control. As of December 31, 2023 and September 30, 2023 , unamortized deferred financing fees related to the Term Loan Agreement were $ 3.8 million and $ 4.0 million, respectively. Revolving Credit Facility The AZEK Group LLC has also entered into a revolving credit facility, as amended and restated from time to time (the “Revolving Credit Facility”), with certain of our direct and indirect subsidiaries and certain lenders party thereto. The Revolving Credit Facility provides for maximum aggregate borrowings of up to $ 150.0 million, subject to an asset-based borrowing base. The borrowing base is limited to a set percentage of eligible accounts receivable and inventory, less reserves that may be established by the administrative agent and the collateral agent in the exercise of their reasonable credit judgment. The AZEK Group LLC had no outstanding borrowings under the Revolving Credit Facility as of December 31, 2023 and September 30, 2023 , respectively. In addition, The AZEK Group LLC had $ 2.2 million and $ 2.8 million of outstanding letters of credit held against the Revolving Credit Facility as of December 31, 2023 and September 30, 2023 , respectively. The AZEK Group LLC had approximately $ 147.8 million available under the borrowing base for future borrowings as of December 31, 2023 . The AZEK Group LLC also has the option to increase the commitments under the Revolving Credit Facility by up to $ 100.0 million, subject to certain conditions. On January 26, 2023, The AZEK Group LLC amended the Revolving Credit Facility, replacing all LIBOR-based provisions with provisions reflecting SOFR, including, without limitation, the use of a new Adjusted Term SOFR benchmark rate equal to Term SOFR (as defined in the Revolving Credit Agreement) plus 0.10 %. As of December 31, 2023 , outstanding revolving loans under the Revolving Credit Facility bore interest at a rate which equaled, at the Company's option, either (i) for ABR borrowings, the highest of (a) the Federal Funds Rate plus 50 basis points , (b) the prime rate and (c) the Adjusted Term SOFR as of such date for a deposit in U.S. dollars with a maturity of one month plus 100 basis points, plus, in each case, a spread of 25 to 75 basis points , based on average historical availability , or (ii) for SOFR borrowings, the Adjusted Term SOFR plus a spread of 125 to 175 basis points , based on average historical availability . The maturity date for the Revolving Credit Facility is the earlier of March 31, 2026 and the date that is 91 days prior to the maturity of the Term Loan Agreement or any permitted refinancing thereof. Deferred financing costs, net of accumulated amortization, related to the Revolving Credit Facility at December 31, 2023 and September 30, 2023 were $ 0.6 million and $ 0.7 million, respectively. A “commitment fee” accrues on any unused portion of the commitments under the Revolving Credit Facility during the preceding three calendar month period. If the average daily used percentage is greater than 50%, the commitment fee equals 25 basis points, and if the average daily used percentage is less than or equal to 50%, the commitment fee equals 37.5 basis points. The commitment fees were $ 0.1 million and $ 0.1 million for the three months ended December 31, 2023 and 2022, respectively. The obligations under the Revolving Credit Facility are guaranteed by the Company and its wholly owned domestic subsidiaries other than certain immaterial subsidiaries and other excluded subsidiaries. The obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the accounts receivable, inventory, deposit accounts, securities accounts and cash assets of the Company, The AZEK Group LLC and the subsidiaries of The AZEK Group LLC that are guarantors under the Revolving Credit Facility, and the proceeds thereof (subject to certain exceptions) (the “Revolver Priority Collateral”), plus a second priority security interest in all of the Term Loan Priority Collateral. The Revolving Credit Facility may be voluntarily prepaid in whole, or in part, in each case without premium or penalty. The AZEK Group LLC is also required to make mandatory prepayments (i) when aggregate borrowings exceed commitments or the applicable borrowing base and (ii) during “cash dominion,” which occurs if (a) the availability under the Revolving Credit Facility is less than the greater of (i) $12.5 million and (ii) 10% of the lesser of (x) $150.0 million and (y) the borrowing base, for five consecutive business days or (b) certain events of default have occurred and are continuing. The Revolving Credit Facility contains affirmative covenants that are customary for financings of this type, including allowing the Revolver Administrative Agent to perform periodic field exams and appraisals to evaluate the borrowing base. The Revolving Credit Facility contains various negative covenants, including limitations on, subject to certain exceptions, the incurrence of indebtedness, the incurrence of liens, dispositions, investments, acquisitions, restricted payments, transactions with affiliates, as well as other negative covenants customary for financings of this type. The Revolving Credit Facility also includes a financial maintenance covenant, applicable only when the excess availability is less than the greater of (i) 10% of the lesser of the aggregate commitments under the Revolving Credit Facility and the borrowing base, and (ii) $12.5 million. In such circumstances, The AZEK Group LLC would be required to maintain a minimum fixed charge coverage ratio (as defined in the Revolving Credit Facility) for the trailing four quarters equal to at least 1.0 to 1.0 ; subject to The AZEK Group LLC’s ability to make an equity cure (no more than twice in any four quarter period and up to five times over the life of the facility). As of December 31, 2023, The AZEK Group LLC was in compliance with the financial and nonfinancial covenants imposed by the Revolving Credit Facility. The Revolving Credit Facility also includes customary events of default, including the occurrence of a change of control. Interest expense consisted of the following (in thousands): Three Months Ended December 31, 2023 2022 Interest expense: Term Loan Agreement $ 11,358 $ 8,916 Revolving Credit Facility 150 151 Other 1,123 1,109 Amortization - Deferred financing costs Term Loan Agreement 179 179 Revolving Credit Facility 66 66 Amortization - Original issue discount Term Loan Agreement 167 167 Capitalized interest ( 1,079 ) ( 1,289 ) Interest expense 11,964 9,299 Interest income ( 4,054 ) — Interest expense, net $ 7,910 $ 9,299 See Note 11 for the fair value of the Company’s debt as of December 31, 2023 and September 30, 2023 . |