Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt

In connection with, and to partially fund the TASK Group Acquisition, on July 5, 2024, the Company entered into a credit agreement (the "Credit Agreement"), as the borrower, with certain of its U.S. subsidiaries, as guarantors, the lenders party thereto, Blue Owl Capital Corporation, as administrative agent and collateral agent, and Blue Owl Credit Advisors, LLC, as lead arranger and bookrunner, that provides for a term loan in an initial aggregate principal amount of $90.0 million (the "Credit Facility" and, the loans thereunder, the “Term Loans”).

The Credit Facility matures on the earlier of (i) July 5, 2029 and (ii) the date on which the Company's 1.50% Convertible Senior Notes due 2027 (the "2027 Notes") become due and payable in accordance with their terms. The Term Loans bear interest at a rate equal to either of the following, as selected by the Company: (i) an alternate base rate plus an applicable margin of 4.50%, 4.00% or 3.50% based on a total net recurring revenue leverage ratio, or (ii) a secured overnight financing rate plus an applicable margin of 5.50%, 5.00% or 4.50% based on a total net recurring revenue leverage ratio. Voluntary prepayments of the Term Loans, as well as certain mandatory prepayments of the Term Loans, require payment of a prepayment premium of 4.0% during the first year of the Credit Facility, 3.0% during the second year of the Credit Facility, and 1.0% during the third year of the Credit Facility. Under the Credit Agreement, on a quarterly basis commencing with the fiscal quarter ended December 31, 2024, the Company is required to maintain liquidity of at least $20.0 million and a total net annual recurring revenue leverage ratio of no greater than 1.25 to 1.00.

The following table summarizes information about the net carrying amounts of long-term debt as of September 30, 2024:

(in thousands)	2026 Notes		2027 Notes		Credit Facility		Total
Principal amount of notes outstanding	$	120,000	$	265,000	$	90,000	$	475,000
Unamortized debt issuance cost	(1,251)		(4,551)		(1,164)		(6,966)
Unamortized discount	—		—		(1,299)		(1,299)
Total notes payable	$	118,749	$	260,449	$	87,537	$	466,735

The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2023:

(in thousands)	2026 Notes		2027 Notes		Total
Principal amount of notes outstanding	$	120,000	$	265,000	$	385,000
Unamortized debt issuance cost	(1,811)		(5,542)		(7,353)
Total notes payable	$	118,189	$	259,458	$	377,647

The following table summarizes interest expense recognized on the long-term debt:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Contractual interest expense	$	3,963	$	2,554	$	7,676	$	6,016
Amortization of debt issuance costs	623		541		1,647		1,594
Amortization of discount	108		—		108		—
Total interest expense	$	4,694	$	3,095	$	9,431	$	7,610

The following table summarizes the future principal payments as of September 30, 2024:

(in thousands)
2024, remaining	$	—
2025	—
2026	120,000
2027	355,000
2028	—
Thereafter	—
Total	$	475,000