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NOTES PAYABLE
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE NOTES PAYABLE
The following table summarizes our outstanding debt as of the dates indicated (in thousands):
 MaturityCash Interest RateMarch 31, 2024December 31, 2023
Subordinated Notes Payable – Acquisitions(1)
10/31/25 - 9/30/26
2.00% - 5.00%
$6,700 $5,700 
Gross Notes Payable $6,700 $5,700 
(1)See Note 3 — Business Combinations and Asset Acquisitions and Subordinated Notes Payable - Acquisitions section below for further discussion regarding the notes payable related to acquisitions.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):
 Gross Notes PayableDebt Issuance Costs and Debt DiscountNet Notes Payable
March 31, 2024
Current portion of notes payable$420 $(397)$23 
Notes payable, net of current portion6,280 (1,024)5,256 
Total$6,700 $(1,421)$5,279 
December 31, 2023
Current portion of notes payable$420 $(393)$27 
Notes payable, net of current portion5,280 (998)4,282 
Total$5,700 $(1,391)$4,309 
The following table summarizes the future principal payments related to our outstanding debt for the period presented below (in thousands):
March 31, 2024
2024$420 
20251,878 
20264,402 
Total$6,700 

Subordinated Notes Payable - Acquisitions

In February 2024, we acquired certain assets of a payroll processing and benefits brokerage servicer based in New Jersey. In connection with the acquisition that took place, we delivered a promissory note to the seller. As of March 31, 2024, the promissory note had an outstanding balance of $1,000 and matures on February 22, 2026.

In October 2023, we acquired certain assets of an Alabama based reseller partner, which were used to provide payroll processing services. In connection with the acquisition that took place, we delivered a promissory note to the seller. As of March 31, 2024, the promissory note had an outstanding balance of $1,500 and matures on October 1, 2025.

In April 2023, we calculated the final contingent consideration due in connection with the acquisition of a payroll business in September 2021. As a result, the fair value of the contingent consideration of $587 was added as an increase to the principal balance due on the promissory note. As of March 31, 2024, the promissory note had an outstanding balance of $4,200.

In January 2023, we resolved the outstanding claims for indemnification for which we were withholding payment of a subordinated note payable issued in connection with the purchase of a business acquired in 2020. Payment on the principal balance was withheld as security for outstanding claims for which we were entitled to indemnification under the purchase agreement. As a result of the resolution of those claims, the remaining balance of $232 was paid to the Seller ($182) and to the claimant ($50) in satisfaction of its claim. As of March 31, 2024, there are no further amounts due or owing under this subordinated promissory note.

See Note 3 — Business Combinations for further discussion regarding the issuance of subordinated notes payable related to acquisitions.

Senior Credit Facility with Structural Capital Investments III, LP

On September 12, 2023, we terminated the Loan and Security Agreement (the “Loan Agreement”), among the Company, Structural Capital Investments III, LP (“Structural” and together with the other lenders that were parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for the Lender and repaid the outstanding balance on the secured promissory note issued under the Loan Agreement (the “Note”). In connection with the termination, the Company paid the Agent for the benefit of the Lenders an aggregate amount of $30,927 (the “Payoff Amount”) in full payment of our outstanding obligations under the Loan Agreement. The Payoff Amount represented $30,617 of outstanding principal and interest on the unpaid principal balance, a 1.0% prepayment fee in the amount of $306 and $5 for the accrued non-utilization fee and lender expenses associated with the extinguishment. As of March 31, 2024, there are no further amounts due or owing under the Facility.

On August 7, 2023, we entered into an amendment to the Loan Agreement, whereby the Final Payment Fee (as defined in the Loan Agreement) was settled for $1,677 (the “Settled Amount”), which was paid on August 7, 2023. The Final Payment Fee was originally equal to 1.0% of the increase in our market capitalization since September 10, 2021, and was due upon payment in full of the obligations under the Loan Agreement. We also paid the Lenders a breakup fee equal to $250.