Long-Term Debt | Note 11. Long-Term Debt Long-term debt consisted of the following as of: March 31, December 31, 2024 2023 (in thousands) Term notes with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 3.25% (8.44074% at March 31, 2024) quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028 $ 536,250 $ 537,625 Revolver with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 3.25% (8.44464% at March 31, 2024), and outstanding balance due July 2026 — — Principal debt 536,250 537,625 Deferred financing costs on long-term debt (3,758) (3,983) Discount on long-term debt (1,364) (1,446) Total debt 531,128 532,196 Less current maturities 5,500 5,500 Long-term portion $ 525,628 $ 526,696 The Company is party to a credit agreement, as amended, that provides for two term loans for an aggregate principal amount of $550.0 million (“Term Loans”), a revolver with a capacity of $190.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. These debt arrangements are collectively referred to herein as the (“Credit Facilities”). Effective as of July 1, 2023, borrowings under the Credit Facilities bear interest at the Company’s option at Alternative Base Rate (“ABR”) plus an applicable rate, or at a forward-looking term rate based upon the secured overnight financing rate (“SOFR”), plus (i) (a) with respect to Term Loans, credit spread adjustments of 0.11448%, 0.26161%, 0.42826% and 0.71513% for interest periods of one, three, six and twelve months, respectively, and (b) with respect to revolving loans, a credit spread adjustment of 0.0% (“Adjusted SOFR”) plus (ii) an applicable rate, in each case with such applicable rate based on the Company’s first lien net leverage ratio. The ABR represents the highest of the prime rate, Federal Reserve Bank of New York rate plus ½ of 1%, and the Adjusted SOFR for a one month interest period plus 1.0%. The applicable rate for the Term Loans and the Revolver is 3.0% for Adjusted SOFR borrowings and 2.0% for ABR borrowings, in each case subject to change based on our first lien net leverage ratio. The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of March 31, 2024, the Company obtained trading prices for the term notes outstanding. However, as such trading prices require significant unobservable inputs to the pricing model, such instruments are classified as Level 2. The fair value amounts were approximately $538.9 million and $540.3 million as of March 31, 2024 and December 31, 2023, respectively. Effective October 31, 2022, the Company entered into an interest rate swap agreement (the “Initial Swap”) in connection with the Company’s Credit Facilities for a notional amount of $200.0 million to convert a portion of the floating rate component of the Term Loans from a floating rate to a fixed rate. The Initial Swap agreement has a term of five years with a fixed rate in the agreement of 4.212%, as amended in June 2023. Additionally, effective March 31, 2023, the Company entered into a second interest rate swap agreement (the “Second Swap” and together with the Initial Swap, the “Swap Agreements”) in connection with the Company’s Credit Facilities for a notional amount of $100.0 million to convert a portion of the floating rate component of the Term Loans from a floating rate to a fixed rate. The Second Swap agreement has a term of approximately 4.5 years with a fixed rate in the agreement of 3.951%, as amended in June 2023. The Swap Agreements are accounted for as derivatives whereby the fair value of each contract is reported within the unaudited condensed consolidated balance sheets, and related gains or losses resulting from changes in the fair value are reported in interest and other expense, net, in the unaudited condensed consolidated statements of operations and comprehensive loss. As of March 31, 2024 the fair value of the Initial Swap was a liability of $0.6 million while the fair value of the Second Swap was an asset of $0.6 million and are reported in other non-current liabilities and other non-current assets, respectively, on the unaudited condensed consolidated balance sheet. During the three months ended March 31, 2024 and 2023, the related gains and losses resulting from changes in fair value was a gain of $4.8 million and a loss of $4.2 million, respectively. The Company’s Credit Facilities are subject to certain financial and nonfinancial covenants and are secured by substantially all assets of the Company. As of March 31, 2024, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of March 31, 2024 (in thousands): Year ending December 31: 2024 (remainder of year) $ 4,125 2025 5,500 2026 5,500 2027 5,500 2028 515,625 Thereafter — Total aggregate maturities of the Company’s debt $ 536,250 |