Credit Facilities and Long-Term Debt | Credit Facility and Long-Term Debt September 30, 2018 December 31, 2017 (in thousands) Revolving credit facility, maturing March 2023 $ 3,523 $ 38,467 Term Loan Due 2018 — 1,923 Term Loan Due 2019 — 9,798 Term Loan Due 2023 12,500 — Less: unamortized deferred financing fees 667 759 Total Term Loans 11,833 10,962 Subordinated notes - related party 15,393 21,911 Less: unamortized debt discount 609 1,075 Total Subordinated notes 14,784 20,836 Total outstanding debt 30,140 70,265 Less: current portion of revolving credit facility (3,523 ) (38,467 ) Less: current portion of term loans (750 ) (4,173 ) Total noncurrent portion of long-term debt $ 25,867 $ 27,625 Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $1.0 million and $3.4 million for the three and nine months ended September 30, 2018 , respectively, and $1.5 million and $4.2 million for three and nine months ended September 30, 2017 , respectively. This includes related party interest of $0.5 million and $1.7 million for the three and nine months ended September 30, 2018 , respectively, and $0.6 million and $1.8 million for the three and nine months ended September 30, 2017 , respectively, incurred in connection with the subordinated notes. Amortization of deferred financing costs was $0.3 million and $1.0 million for the three and nine months ended September 30, 2018 , respectively, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2017 , respectively. In connection with the Company’s amendment and restatement of its Credit Facility (as noted below), the Company incurred $0.4 million of financing costs that have been deferred, added to the remaining unamortized financing costs and will be recognized over the term of the respective agreement. Revolving Credit Facility On March 5, 2018, Turtle Beach and certain of its subsidiaries entered into an amended and restated loan, guaranty and security agreement (“Credit Facility”) with Bank of America, N.A. (“Bank of America”) , as Agent, Sole Lead Arranger and Sole Bookrunner, which replaced the then existing asset-based revolving loan agreement. The Credit Facility, which expires on March 5, 2023 , provides for a line of credit of up to $60 million inclusive of a sub-facility limit of $12 million for TB Europe, a wholly-owned subsidiary of Turtle Beach. The Credit Facility may be used for working capital, the issuance of bank guarantees, letters of credit and other corporate purposes. The maximum credit availability for loans and letters of credit under the Credit Facility is governed by a borrowing base determined by the application of specified percentages to certain eligible assets, primarily eligible trade accounts receivable and inventories, and is subject to discretionary reserves and revaluation adjustments. Amounts outstanding under the Credit Facility bear interest at a rate equal to either a rate published by Bank of America or the LIBOR rate, plus in each case, an applicable margin, which is between 0.50% to 1.25% for U.S. base rate loans and between 1.50% to 2.25% for U.S. LIB OR loans and U.K. loans. As of September 30, 2018 , interest rates for outstanding borrowings were 5.75% for base rate loans and 3.88% for LIBOR rate loans. In addition, Turtle Beach is required to pay a commitment fee on the unused revolving loan commitment at a rate ranging from 0.25% to 0.50% , and letter of credit fees and agent fees. The Company is subject to monthly financial covenant testing for so long as revolving commitments or obligations are outstanding. The Credit Facility requires the Company and its restricted subsidiaries to maintain on the last day of each month a fixed charge coverage ratio of at least 1.10 to 1.00, a consolidated leverage ratio of greater than 3.00 to 1.00, as well as a limit to Capital Expenditures and HyperSound Division Net Operating Disbursement (as defined in the Credit Facility). The Credit Facility also contains affirmative and negative covenants that, subject to certain exceptions, limit our ability to take certain actions, including the Company ’ s ability to incur debt, pay dividends and repurchase stock, make certain investments and other payments, enter into certain mergers and consolidations, engage in sale leaseback transactions and transactions with affiliates and encumber and dispose of assets. Obligations under the Credit Facility are secured by a security interest and lien upon substantially all of the Company ’ s assets. As of September 30, 2018 , the Company was in compliance with all financial covenants under the Credit Facility, as amended, and excess borrowing availability was approximately $55.8 million . Term Loans Term Loan Due 2018 On December 29, 2014, the Company amended the Credit Facility with Bank of America to enter into an additional loan (the “Term Loan Due 2018”) for the repayment of $7.7 million of then existing subordinated debt and accrued interest. The Term Loan Due 2018 resulted in modified financial covenants while it was outstanding, had an interest rate of LIBOR plus 5% and was subject to equal monthly installments beginning on April 1, 2015 and ending on October 1, 2018, reflecting a six-month waiver. On March 5, 2018, the Company repaid the remaining $1.3 million principal balance. Term Loan Due 2019 On July 22, 2015, the Company and its subsidiaries, entered into a term loan, guaranty and security agreement (the “Term Loan Due 2019”) with Crystal Financial LLC, as agent, sole lead arranger and sole bookrunner, Crystal Financial SPV LLC and the other persons party thereto (“Crystal”), which provided for an aggregate term loan commitment of $15 million with an interest rate per annum equal to the 90-day LIBOR rate plus 10.25% . Under the terms of the Term Loan Due 2019, the Company made payments of interest in arrears on the first day of each month beginning August 1, 2015, and repaid the principal in monthly payments that began January 1, 2016, inclusive of a nine month waiver, with a final payment on June 28, 2019, the maturity date. On March 5, 2018, the Company entered into an amended, extended and restated term loan with Crystal that replaced the Term Note Due 2019. Term Loan Due 2023 On March 5, 2018, the Company and its subsidiaries, entered into an amended, extended and restated term loan, guaranty and security agreement (the “Term Loan Due 2023”) with Crystal, as agent, sole lead arranger and sole bookrunner and the Lenders from time to time party thereto, which replaced the then existing Term Loan Due 2019 and provides for a maximum aggregate term loan of $12.5 million , at an interest rate per annum equal to the 90-day LIBOR rate plus 6.75% . As of September 30, 2018 , $12.5 million was outstanding with the additional $3.3 million borrowed on May 2, 2018. Under the terms of the Term Loan Due 2023, the Company is required to make payments of interest in arrears on the first day of each month and will repay the principal in monthly payments beginning April 1, 2019, with a final payment on March 5, 2023 , the maturity date. The Term Loan Due 2023 is secured by a security interest in substantially all of the Company and each of its subsidiaries’ working capital assets and is subject to the first-priority lien of Bank of America, as agent, under the Credit Facility, other than with respect to equipment, fixtures, real property interests, intellectual property, intercompany property, intercompany indebtedness, equity interest in their subsidiaries, and certain other assets specified in an inter-creditor agreement between Bank of America and Crystal. The Company and its subsidiaries are required to comply with various customary covenants including, (i) maintaining a fixed charge coverage ratio of at least 1.10 to 1.00, (ii) maintaining a Consolidated Leverage Ratio (as defined in the Term Loan Due 2023) to be measured on the last day of each month while the term loans are outstanding of no more than 3.00 :1, (iii) not making capital expenditures in excess of the amount stated therein in any year until December 31, 2023, (iv) restrictions on the Company’s and its subsidiaries ability to prepay its subordinated notes, pay dividends, incur debt, create or suffer liens and engage in certain fundamental transactions and (v) an obligation to provide certain financial and other information. The Term Loan Due 2023 contains customary representations, mandatory prepayment events and events of default, including defaults triggered by the failure to make payments when due, breaches of covenants and representations, material impairment in the perfection of Crystal’s security interest in the collateral and events related to bankruptcy and insolvency of the Company and its subsidiaries. Upon an event of default, Crystal may declare all outstanding obligations immediately due and payable (along with a prepayment fee), impose a default rate of an additional 2.0% to amounts outstanding and may take other actions including collecting or taking such other action with respect to the collateral pledged in connection with the term loan. As of September 30, 2018 , the Company was in compliance with all the financial covenants of the Term Loan Due 2023. Subordination Agreement On November 16, 2015, as a condition precedent to the Company’s lenders permitting the Company to enter into the November Note, discussed below, the Company entered into a subordination agreement with and among Bank of America and Crystal, pursuant to which the parties agreed that the Company’s obligations under any subordinated notes would be subordinate in right of payment to the payment in full of all the Company’s obligations under the Credit Facility, the then existing Term Loan Due 2019 and the current Term Loan Due 2023. This November 2015 subordination agreement replaces the 2014 subordination agreement entered as part of its initial credit facility with Bank of America. Subordinated Notes - Related Party During 2015, the Company issued a $5.0 million subordinated note (the “April Note”), subordinated notes (the “May Notes”) with an aggregate principal amount of $3.8 million and a subordinated note (the “June Note”) with an aggregate principal amount of $9.0 million to SG VTB Holdings, LLC, the Company’s largest stockholder (“SG VTB”), and a trust affiliated with Ronald Doornink, the Chairman of the Company's board of directors (the “Board”). The subordinated notes were issued with an interest rate of (i) 10% per annum for the first year and (ii) 20% per annum for all periods thereafter, with interest accruing and being added to the principal amount of the note quarterly. On July 22, 2015, the Company amended and restated each of its outstanding subordinated notes (the “Amended Notes”). The obligations of the Company under the Amended Notes are subordinate and junior to the prior payment of amounts due under the then existing credit facility and term loans. In addition, the stated maturity date of the Amended Notes was extended to September 29, 2019 , subject to acceleration in certain circumstances, such as a change of control in the Company. The Amended Notes were issued with an interest rate per annum equal to LIBOR plus 10.5% and were paid-in-kind by adding the amount to the principal amount due. Further, as consideration for the concessions in the Amended Notes, the Company issued warrants to purchase 0.4 million of the Company’s common stock at an exercise price of $10.16 per share. On November 16, 2015, the Company issued a $2.5 million subordinated note (the “November Note”) to SG VTB, the proceeds of which, as set forth in the amendment to the Term Loan Due 2019, were applied against the outstanding balance of the Term Loan Due 2019. The November Note was issued with an interest rate of 15% per annum until its maturity date, which was September 29, 2019 , and was subordinate to all senior debt of the Company. In consideration of the credit extended under the November Note, VTB and VTBH entered into a Third Lien Continuing Guaranty, (as amended, the “Third Lien Guaranty”), under which they guarantee and promise to pay to SG VTB, any and all obligations of the Company under the November Note. To secure the Company’s obligations under the November Note and the Third Lien Guaranty, the Company entered into a Third Lien Security Agreement, dated as of November 16, 2015, pursuant to which Stripes was granted a security interest upon all property of the VTB and VTBH until the payment in full of the Amended Notes and November Note or the release of the guarantee or collateral, as applicable. Concurrent with entering into the November Note and Third Lien Guaranty, the Company also issued a warrant to purchase 0.3 million shares of the Company’s common stock at an exercise price of $8.00 per share. On March 5, 2018, the Company amended and restated the Amended Notes with an aggregate principal amount of $18.9 million and the November Note with an aggregate principal amount of $3.5 million . The amended subordinated notes bear in-kind interest at a rate of (i) LIBOR plus 9.1% per annum until March 5, 2020 (or, solely with respect to the November Note, until September 5, 2018) or until its maturity date, which is June 5, 2023 , provided that its principal amount is reduced by a specified amount by the six month anniversary of the restatement effective date and (ii) LIBOR plus 10.5% per annum (or, solely with respect to the November Note, 15.0% if the prepayment described above does not occur) until its maturity date. On May 4, 2018, the Company satisfied the repayment provision of the November Note with a $3.3 million repayment with funds from the Term Loan Due 2023. Further, the Company paid down an additional $5.0 million on August 3, 2018, and $5.0 million on October 12, 2018, with funds from operations to reduce the outstanding balance to $10.4 million . SG VTB is an affiliate of Stripes Group LLC (“Stripes”), a private equity firm focused on internet, software, healthcare IT and branded consumer products businesses. Kenneth A. Fox, one of our directors, is the managing general partner of Stripes and the sole manager of SG VTB, and Ronald Doornink, our Chairman of the Board, is an operating partner of Stripes. |