UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTIONþ Annual Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934
For for the fiscal year endedDecember 31, 20172018, or
¨ TRANSITION REPORT UNDER SECTION Transition Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For for the transition period from ____ to ____.

Commission file number: 001-34528

(Commission File Number)
ZAGG INCInc
(Exact name of registrant as specified in its charter)
Delaware20-2559624
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

910 West Legacy Center Way, Suite 500, Midvale, Utah, 84047
(Address of principal executive offices, including zip code)
910 West Legacy Center Drive, Suite 500, Midvale, Utah84047
(Address of principal executive offices)(Zip Code)

Issuer’s telephone number: (801) 263-0699
(Registrant's telephone number, including area code)
Securities registered under 12(b) of the Exchange Act:
Common Stock, $.001 par valueThe NASDAQNasdaq Stock Market LLC
(Title of Class)each class)(Name of exchange on which registered)
Securities registered under 12 (g)12(g) of the Exchange Act:None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No xþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No xþ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 2 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xþ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filings pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xþ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emergingemerging growth company"company in Rule 12b-2 of the Exchange Act.
¨ Large Accelerated Filer
xþ Accelerated Filer
¨ Non-accelerated Filer (do not check if a smaller reporting company)
¨ Smaller Reporting Company
¨ Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No xþ
Based on the closing sales price of the voting and non-voting common equity held by non-affiliates as of June 30, 2017,29, 2018, the last business day of the Registrant's second fiscal quarter, the aggregate market value on the NASDAQNasdaq Stock Market of the voting and non-voting common equity held by non-affiliates was approximately $198,214,975.$239,702,802. For purposes of the foregoing calculation only, directors and executive officers and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.
The number of shares of the Registrant’s common stock outstanding as of February 28, 2018,March 12, 2019, was 28,224,073.28,932,923.
Documents incorporated by reference. Portions of the Registrant's Definitive Proxy Statement for the Registrant's 20182019 Annual Meeting of Stockholders are incorporated by reference in Part III of this report. The Definitive Proxy Statement or an amendment to this Form 10-K will be filed with the Securities and Exchange Commission within 120 days after the Registrant's fiscal year end.







ZAGG INCInc
Fiscal year ended December 31, 20172018
Form 10-K
TABLE OF CONTENTS
SECTIONPageCONTENTSPAGE







PART I
Special Note Regarding Forward-Looking Statements
Information included or incorporated by reference in this report, including Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements.statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of ZAGG Inc and its subsidiaries (collectively “we”, “us”, “our”, “ZAGG”, or the Company.“Company”), and such forward-looking statements are covered by the safe-harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements may contain the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,”“believes”, “project”, “expects”, “anticipates”, “estimates”, “forecasts”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will” “would,” be”, “will be,” “will continue,”continue”, “will likely result,”result”, and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this report, including the matters set forth under the captions “Risk Factors” and in the Company’sour other SECSecurities and Exchange Commission (“SEC”) filings. These risks and uncertainties could cause the Company’sour actual results to differ materially from those indicated in the forward-looking statements. The Company disclaimsWe disclaim any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The URL is included here as an inactive textual reference.
We disclaim any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
We file reports with the SEC. The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The URL is included here as an inactive textual reference.
ITEM 1.BUSINESS
ITEM 1.  BUSINESS
Our Business(amounts in thousands)
ZAGG® Inc and its subsidiaries (“we,” “us,” “our,” “ZAGG,” or the “Company”)We are global innovation leaders in accessories and technologies that empower mobile tech accessories for smartphones and tablets. The Company is committedlifestyles, with a commitment to enhance every aspect of performance, productivity, and durability in mobile devices with our creative product solutions. ZAGGOur business was initially created from the concept of applyingusing a clear film originally designed to protect military-helicopterthe blades of military helicopters in harsh desert conditions to protect consumers’ mobile devices. Since then, we have endeavored to continuously innovate and improve our products to meet changing customer needs, and now offer a wide array of innovative products in several product categories to protect, enhance, and create a better mobile device experience. Mobile devices are essential to modern living and ZAGG’sour mission is to ensure better performance inenable the real world.optimal mobile lifestyle through the use of our products.
In addition to itsour home-grown brands, ZAGG haswe have created a platform to combine category-creating and innovative brands that we have acquired to our existing house of brands to address specific consumer needs toand empower a mobile lifestyle. The Company hasWe have an award-winning product portfolio that includes screen protection, power cases, power management, wireless charging, personal audio, mobile keyboards, protective cases, and casesother mobile accessories sold under the ZAGG InvisibleShield®®, mophie®InvisibleShield®, mophie®, IFROGZ®, BRAVEN®, Gear4®, and IFROGZ®HALO® brands.
We maintain our corporate headquarters at 910 West Legacy Center Drive,Way, Suite 500, Midvale, Utah,, 84047. The 84047. Our telephone number of the Company is 801-263-0699. Our801-263-0699 and our website addresses are www.ZAGG.com, www.mophie.com, www.Gear4.com, and www.mophie.comwww.HALO.com. The URLs are included here as inactive textual references. Information contained on, or accessible through, our websites is not a part of, and is not incorporated by reference into this report.Annual Report on Form 10-K.


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The Company hasWe have established four corporate objectives and seven core values to act as a foundation for and guide ZAGGour Company daily:
zagg-20181231_g1.jpg
Corporate ObjectivesCore Values
The Preferred BrandIntegrity
Creative Product SolutionsOwnership
Targeted Global DistributionCare for People
Operational ExcellencePassion
Continuous Improvement
Performance
Sense of Urgency
The corporate objectives are intended to align the Company’sour functional teams’ goals and execution. Every ZAGG employeeone of our employees is trained to understand his or her role in executing to these objectives. Each core value acts as a key component in working toward ZAGG’sour corporate objectives of providing creative product solutions, executing targeted global distribution, achieving operational excellence, and being the preferred brand for itsour customers.
Our Products
Our innovative products are included in the following general categories:
Protection (screen protection and protective cases)
Power (power stations, wireless chargers, and power cases)
Audio (earbuds, headphones, and speakers)
Productivity and Other (keyboards and other mobile accessory products)
These products are broken down by brand as follows:
InvisibleShield Products
InvisibleShield products, including InvisibleShield Film, InvisibleShield Glass, and the InvisibleShield On Demand® (“ISOD”) solution, are designed to provide premium, lifetime protection for mobile device screens against shattering or scratching through military-grade solutions. Our products are designed to provide peace of mind by enabling consumers to fearlessly enjoy their mobile devices and never experiencewithout the inconvenience of a shattered, cracked, or scratched screen.
InvisibleShield is focused on producing industry-leading screen and device protection. Our protective filmInvisibleShield Film and glassInvisibleShield Glass products offer consumers a wide array of protection types and features, all with a limited lifetime warranty.
Our InvisibleShield films wereFilm was originally developed to protect the leading edge of rotary blades on military helicopters. Through constant innovation, we continue to formulate new filmsfilm that areis designed to offer the highest standards in self-healing scratch and impact protection. We also continue to drive innovation around simplifying the customer application experience like we’vewe have done with our EZ Apply®Apply® tabs, which are designed to help users align and apply InvisibleShield products. We alsoAdditionally, we provide custom-fit screen protection for thousands of device types through our automated InvisibleShield On Demand (“ISOD”)ISOD solution. With our ISOD solution, retailers can supply consumers with screen protection for nearly any device model, all without having to hold excess inventory.
Launched during the first quarter of 2014,
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InvisibleShield Glass is designed to provide premium screen protection and clarity, along with a superior feel and universally compatible touch sensitivity. During 2018, we launched InvisibleShield Glass + VisionGuard™ for Apple® iPhone® smartphones, Apple iPad® tablets and Google® Pixel® smartphones, which features protective EyeSafe® technology that filters out portions of the harmful high-energy visible blue light spectrum emanating from device screens, while maintaining the superior color performance of the device display. In addition, we introduced InvisibleShield Ultra Clear™ in 2019 for selected smartphone models that offers maximum clarity and shatter protection with an advanced glass-like surface that feels as smooth as the third quarter of 2016 we announced InvisibleShield Glass+, designed to provide additional scratch resistance and impact protection over InvisibleShield Glass.smartphone's original screen.
ZAGG hasWe have the leading market share in screen protection in the United States (“U.S.”), and hashave maintained that leading position by consistently delivering innovative InvisibleShield products to the market. We continue to innovate and expand our screen protection products to meet the evolution of new technological products and consumer needs in the market.

Gear4 Products

In late November 2018, we acquired Gear4 HK Limited (“Gear4”), one of the top selling smartphone case brands in the United Kingdom (“U.K.”), to strengthen our protective case product line. Gear4 protective cases exclusively feature D3O® technology, which is designed to provide the thinnest and most advanced impact and shock absorption - the same material used in professional sports, industrial, and military equipment applications. D3O materials, in its raw state, can flow freely when moved slowly, but on shock, lock together to absorb and disperse energy before instantly returning to their flexible state. In early 2019, we released the Chelsea product line, which is a new-to-market concept that allows consumers to express their style by swapping the design of their case with ease. With this new Gear4 innovation, consumers can easily insert the design between a Gear4 clear case and the device for the perfect combination of style and impact protection.
With D3O technology and our expansive global distribution channels, we believe Gear4 cases will offer the best mobile device protection experience for our customers and provide us with meaningful growth opportunities in our protective case protection product line.
mophie Products
mophie is a leading battery case, mobile power, and wireless charging brand with award-winning products designed to liberate mobile users from the limitations of mobile devices by providing more time to rock, talk, watch, game, surf, save, and send. Notably, the original juice pack® ispack® was designed to provide device-specific protection as well as additional battery power to many of the most popular mobile phones. mophie products are recognized for style and engineered for performance, providing a seamless integration of hardware, software, and design.
The Currently, the mophie ecosystem of mobile accessories is designed to provide both power and protection for virtually any mobile device. With groundbreaking battery cases, including extra data storage options, wireless charging, universal batteries, cables, adapters, and docks, mophie products represent innovation at the forefront of design and development.
During the third quarter of 2017, mophie launched anmophie's innovative new universal wireless charging pad that ispads are designed to provide an optimized charging experience forwith the iPhone 8, iPhone 8 Plus and iPhone X; the mophie charging pad also includes latest Qi wireless charging technology for universal compatibility. During 2018, new charge stream powerstation® products were launched to ensure customers have access to easy, fast and convenient wireless charging anywhere and anytime for Apple, Samsung®, and other Qi-enabled mobile devices. In early 2019, we launched the new juice pack access battery cases to provide advanced impact protection for the Apple's latest smartphones that features extra battery life, wireless charging and full access to the iPhone Lightning port.
We continue to innovate and expand our power case and power management product lines under the mophie brand to provide new product experiences that are pleasing to consumers.
HALO Products
In January 2019, we acquired Halo2Cloud, LLC (“HALO”), a leading direct-to-consumer accessories company with an extensive intellectual property (“IP”) portfolio. HALO designs, develops, and markets innovative technology products to make consumers' lives easier through empowering mobile lifestyles. The HALO brand is committed to offering products at the nexus of fashion and function to power consumers' lives. HALO has a rich history in innovation that includes wireless charging, car and wall chargers, portable power, and power wallets, with a long-standing reputation as one of the top selling electronics brands on QVC®, a global leader in televised home shopping and e-commerce. We believe that the acquisition of HALO will enable us to offer, at scale, the most innovative mobile lifestyle solutions available on the market today and be better positioned to address the evolving needs of consumers around the world.
IFROGZ Products
IFROGZ products are strategically designed and positioned to bring personal audio to the value space by providing a product assortment that represents outstanding performance, active lifestyles, and dual-purpose designs that are on trend with consumers’ needs. IFROGZ refines today’s newest audio technology to deliver the features consumers want, while eliminating those that needlessly increase costs, so that everyone can participate in our increasingly mobile world.
In 2007, the IFROGZ EarPollution™ EarPollution®product line was released. The eclectic selection of earbuds and headphones specifically targetedtarget a younger demographic while still appealing to a wide spectrum of consumers. During 2018, we introduced the Sound Hub™ wireless earbud family. With this new line of wireless audio, customers have more customized options for their wireless audio as its Bluetooth® receiver turns any device with a 3.5mm jack, such as headphones, earbuds, and speakers, into a wireless audio device.
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We continue to innovate and expand our headphone and earbud product lines under the IFROGZ namebrand to include offerings for all ages under both the EarPollution and IFROGZ brands. Sound Hub product lines.
BRAVEN Products
In 2013,July 2018, we began offering IFROGZacquired BRAVEN Audio (“BRAVEN”) to expand our audio product profile. As creators and innovators of the rugged Bluetooth audio category, BRAVEN combines unparalleled design with cutting-edge technology to produce premium Bluetooth audio solutions for the outdoor adventurer and modern audio enthusiast. BRAVEN's intelligently designed products include robust craftsmanship and world-class engineering to create a thrilling audio experience. In 2019, we introduced the BRV™-360 and the BRV-105 Bluetooth speakers. The BRV-360 speaker was designed to withstand rain, waterfalls, or dunks in lakes, Combine BRV-360's waterproof IP67 rating with 12 hours of playtime, the ability to charge a smartphone 2X’s, and a form factor that fits easily in that handy water bottle holder on your adventure pack, The BRV-105 speaker is our most versatile and affordable Bluetooth speaker in the BRAVEN line. BRV-105 is a palm-sized portable Bluetooth speakers for music loversspeaker that blasts with full body sound. This lightweight, durable and waterproof speaker has an 8 hour playtime and can be attached to sport accessories, belt loops, handle bars and more using its versatile elastic strap. While on the movego, the internal speakerphone enables hands-free phone calls with noise-canceling technology to eliminate any unwanted background sound.
We anticipate that combine impressivethe combination of high audio quality, clever functionality,ease of use, and eye-catching design. Insuperior features will enable us to develop the third quarterBRAVEN brand into one of 2016, we introduced a new family ofthe fastest growing wireless Bluetooth audio products designed to combine outstanding sound with a lightweight listening experience by alleviating bulky earbuds and heavy control modules.brands in the industry.
ZAGG Products
Products under the ZAGG brand are designed to empower people to live their lives unleashed. Mobility is changing how consumers do everything in their lives and ZAGG is drivingwe seek to drive the mobile lifestyle forward with products that are designed to allow consumers to be productive and connected at work, at play, and at rest. ZAGG products, which include keyboards cases, and social techcases, are designed to free consumers from the confines of the traditional workplace. We believe “getting away” shouldn’t mean being disconnected. We support the communicators, commuters, creators and closers who live a mobile lifestyle.
OurAs such, our ZAGG products are designed to feature cutting-edge design and innovation to provide portability, style, and productivity that can keep up with even the most active mobile users. We believe that withsupport the communicators, commuters, creators, and closers who live a mobile lifestyle. With the right ZAGG mobile accessories, we believe no one ever hasneeds to feel tethered or held back.
ZAGG keyboards are designed to offer consumers an enhanced and innovative productivity experience. Since entering this category, in 2010, ZAGG haswe have continually reinvented itsthe ZAGG line of keyboards while also providing timely, curated solutions for new devices released by Apple, Microsoft®, and Samsung, as well as other leading mobile device manufacturers.providers. In addition to device-specific keyboards and folio keyboard cases, ZAGG’sthe ZAGG line of universal full-size Bluetooth®Bluetooth keyboards are designed to be compatible with virtually any device and mobile operating system. During 2018, we expanded our keyboard lineup with the Flex® universal keyboard and stand, which features a slim and portable design. The Flex universal keyboard can work with any Bluetooth device and make data entry fast and easy by eliminating hunt-and-peck typing. In early 2019, we unveiled the Slim Book™ Go, Rugged Book™ Go, and Messenger Folio™ keyboards for iPad and iPad Pro models which feature a protective, yet lightweight design that boasts backlit, laptop-style keys for ultimate productivity in today’s on-the-go world.
We continue to innovate and expand our wireless keyboard product lines as end users’ requirements evolve in this rapidly changing market segment.market.
Our Strategy
At ZAGG,The focus of our focusbusiness is to (1) design creative product solutions for users of mobile devices, (2) sell these products to consumers through targeted global distribution partners, retail partners, and online, (3) drive operational excellence across the organization, and (4) become the preferred brand through emphasizing innovation and product-quality, providing excellent customer service, and focusing on the end-users’ experience with our products. We focus our corporate, team, and individual goals to accomplish these overall corporate objectives.
We plan to continue to expand our product offerings, including enteringcompeting in new product categories and entering new domestic and global markets that we believe will be consistent with our overall corporate strategy. We believe that by innovating with existing product categories, entering new geographic markets, and competing in new product categories, we can achieve our stated objectives and meet our strategic goals.
Design and Packaging
We design our InvisibleShield glassFilm and filmGlass products for application on thousands of specific electronic devices. Our logistics partners acquire precision-cut raw materials from exclusive third-party suppliers. These precision-cut InvisibleShield filmFilm and glassGlass products either use the EZ Apply tabs installation or are packaged with an installation kit consisting of a moisture adhesive-activating solution, a squeegee, and instructions for application on specific electronic devices. We have established relationships with package assembly, shipping, and logistics


companies worldwide that we expect will allow us to expand production and shipping capacity for InvisibleShield film as well as glassFilm and Glass production as we continue to grow and enter new markets.
We also customize each InvisibleShield filmFilm cut design for the specific electronic device and currently have thousands of unique designs. Each cut design is developed internally and is owned exclusively by us. We do not own the patent for the raw materials, which is held by our exclusive supplier. Our filmInvisibleShield Film supplier has contractually agreed to not sell the base materials to any of our competitors. We believe that our relationship with the manufacturer of the raw material is on excellent terms and anticipate no interruption in our ability to acquire adequate supplies of raw materials and produce products.
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We manufacture our other mobile device accessories (InvisibleShield glass,Glass, keyboards, keyboard cases, audio products, cases, power cases, mobile power solutions, wireless charging solutions, and other accessories) using third party contract manufacturers located primarily in Asia. We have established relationships with third-party manufacturers, package assembly, warehousing, shipping, and logistics companies that allow us to expand our accessories production and shipping capacity as we continue to grow our current customer base and enter new markets.
For all our products, we design the exterior packaging to ensure it is consistent with the overall marketing strategy and is consistent with the desires of our major retailer partners. We have designed the hard plastic and cardboard box packaging to be informative and attractive for point-of-sale displays. We outsource the production of packaging to various independent third parties.
Market for Products
Portable electronic devices, notably handheld devices, continue to advance in performance and functionality. Furthermore, the market is expanding as evidenced by continued innovative new product releases, particularly in tabletssmartphones and smartphones.tablets. Correspondingly, the aesthetics of such devices are increasingly important as buyers typically consider the look and feel of such devices, as much as performance, in making their purchasing decisions.
As a result, a significant market has emerged for (1) protecting portable electronic devices, notably the “high end” tablet and smartphone devices, and (2) enhancing the consumer experience withby providing power, audio, and other accessories for mobile electronic devices.
We sell each of our product lines to consumers of electronic and hand-held devices directly viathrough our websites and other key online e-tailers,retailers, and through our distributorsglobal distribution and retail partners. We sell a significant amount of product for use on Apple’s iPad, iPhone and iPod devices; Samsung’siPad devices, and Samsung Galaxy® smartphones and tablets; and Microsoft’s Surface tablets, thoughalthough we have experienced continued diversification as other manufacturers’ presence in the market has increased.
In addition to Apple and Samsung devices noted above, the handheld electronics industry has continued to develop and market devices with touch screen interfaces, and several major manufacturers, including Google, Microsoft, Amazon®, Motorola®, Dell®, Lenovo®, Blackberry®, Xiaomi®, Huawei®, and HTC®, continue to release innovative products each year. The InvisibleShield product line is the ideal device protection offering for all types of touch-screentouchscreen devices, as it does not interfere with the functionality of the device while offering complete scratch-proof protection. Our ZAGG keyboard product line is ideal for tablet and smartphone users as the product line includes keyboards that are both device specificdevice-specific and device agnostic,device-agnostic, which are compatible with many tablet and smartphone devices. In addition, our IFROGZ Audioaudio product lines offerline offers excellent enhancement to any mobile device. Lastly, we view ourdevice and BRAVEN audio product line provides high-end audio quality for outdoor adventure. Our mophie power cases and other portable power solutionsmanagement line and our newly acquired HALO power product line are viewed as a potential marketopportunity for significant future growth as mobile devices become more ingrained in our day-to-day lives. Lastly, with our recently-acquired Gear4 protective case line, we offer stylish smartphone cases made with the innovative D3O material that provides the best protection to phone devices. We intend to continue to focus our marketing and innovation efforts around these types of product solutions that protect and enhance mobile devices.
Market Segments
With thousands of InvisibleShield products/product configurations available, we have a protective covering available for all major market segments of handheld electronic devices, including:including smartphones, tablets, MP3 players, notebook computers, laptops, gaming devices, GPS devices, watch faces,smartwatches, and similar devices and surfaces. We intend to continue to configure the InvisibleShield product for use in newly developed consumer devices. The InvisibleShield can be quickly configured, packaged, and shipped to customers for new devices as they enter the consumer marketplace, making theour InvisibleShield available for purchase at the time of or within days of the launch of new electronic devices. In addition,Equally important, ISOD, a patent pending systemour solution used to cut an InvisibleShield for virtually any mobile device in seconds, makes it possible for retailers to have an InvisibleShield available on the launch date for all device releases.
One of the strongest market segments currently is the smartphone segment. Along with the tablet market, buyers are drawn to these devices by their elegant design, as well as their easy-to-use functionality. However, everyday use often mars the finish of the devices’ screens and other areas that receive wear and tear. InvisibleShield protection products, andas well as ZAGG, mophie, and IFROGZGear4 branded cases, offer excellent device protection, while not impeding the style and the form or functionality of the smartphones and tablets and do not inhibit the touch sensitivity for smartphones and tablets with touch screen technology. Specifically, the recent addition of VisionGuard technology to our InvisibleShield products enables us to help device users protect their eyesight while using their mobile devices. Further, our ZAGG keyboard line provides a professional and innovative solution with stylish and lightweight design to interact with tablets and smartphones.smartphones that boasts ultimate productivity for the users. Our IFROGZ audio line enables technology-rich audio experiences from well-designed and intuitive products. Lastly, the mophie ecosystem provides both power and protection accessories for virtually any mobile device.
With our acquisition of BRAVEN Audio, we are able to offer the toughest audio products with high-end sound quality to outdoor enthusiasts who now can enjoy an incredible audio experience virtually anywhere they go. Such high quality audio products, together with our existing global distribution channel, will enable us to increase our visibility in this particular market.
With the addition of Gear4 to our portfolio of brands, we are better enabled to provide top-of-the-line and modern case protection using D3O technology to protect and accessorize today's mobile devices used by consumers around the world.
HALO adds new distribution channels to our portfolio, including HALO's strong relationship with QVC, a global leader in televised home shopping and e-commerce. By adding HALO to its portfolio of brands, we will be unique at offering, at scale, HALO's innovative products and be better positioned to address the evolving needs of consumers around the world.
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As sales of consumer electronics continue to grow, we anticipate that sales of our complementary accessory products will also continue to grow. TheOne of our largest areas of market opportunity relates to the sale of our market opportunities relate to salesproducts in conjunction with the release of new smartphones and tablets. Management believes that ZAGG iswe are positioned to serve


market needs within this industry with our multiple product lines that include devicescreen protection, keyboards and keyboard cases, audio, power cases, mobile power management, wireless charging, audio, mobile keyboards, protective cases, and protective cases.other mobile accessories.
Marketing and Distribution
Domestically, we sell our products on our websites, to big box electronics retailers, wireless retailers, other product distributors and retailers, and franchisees that own and operate cellphone repair locations, kiosks, and ZAGG brandedZAGG-branded stores in shopping malls and retail centers. In addition, our products are available for sale worldwide viathrough our websites andas well as through retailers and distributors we have partnered with from our subsidiaries in Ireland, China and China.other international locations. Currently, we advertise our products primarily on the Internet,internet, on television through QVC spotlights, through print advertisements in conjunction with our retail partners, and through point of sale displays at retail locations. We intend to continue to strategically expand our advertising activities in 2018,2019, particularly through point of sales displays within retailers, and social media campaigns on the Internet.internet, and on QVC. We are also seeking to create and improve strategic partnerships with makers of smartphones and tablets, electronic accessories, and mobile content providers to enhance our product offerings.
Indirect Channels (amounts in thousands)
We sell our products through indirect channels, including big box retailers, wireless retailers, domestic and international distributors, independent Apple retailers, university bookstores, and small independently owned consumer electronics stores. For the year ended December 31, 2017,2018, we sold $463,366$473,923 of product, or approximately 89%88% of our overall net sales through this channel. We requireenter into reseller agreements with many of our indirect channel partners to enter into a reseller agreement with us.partners.
We continue to sell directly to retailers or through distributors to market and place our products for sale in the United StatesU.S. and non-U.S. markets. We have entered into distribution agreements with partners throughout the world for the marketing, distribution and sale of our products.
Website Sales (amounts(amounts in thousands)
We sell our products worldwide directly to consumers on our websites at www.ZAGG.com, www.mophie.com, www.Gear4.com, and www.mophie.com. www.HALO.com.
For the year ended December 31, 2017,2018, we sold $39,661$42,685 of product, or approximately 8% of our overall net sales, through our websites. The URLs are included here as inactive textual references. Information contained on, or accessible through, our websites is not
Franchises (amounts in thousands)
In addition to operating a part of, and is not incorporated by reference into this report.
Franchises (amounts in thousands)
Wecorporate ZAGG-branded store, we sell our products to franchisees that operate cellphone repair locations, kiosks, and ZAGG-branded stores in shopping malls and retail centers. We enter into agreements with third-party franchisees who then purchase our products and resell them to consumers. As part of the standard franchise agreement, franchisees are charged an up-front fee that is recognized into revenue over the life of the franchise term. In addition, ZAGG operatesterm on a corporate ZAGG-branded store. straight-line basis.
For the year ended December 31, 2017,2018, we sold $16,468$21,623 of product, or approximately 3%4% of our overall net sales, through franchisees and our corporate owned store.
Warranties
WeAll our products purchased by consumers through authorized retailers have varying levels of warranty coverage. For InvisibleShield branded products, we offer a limited lifetime warranty of the durability of our InvisibleShield products.warranty. If the InvisibleShield product is ever scratched or damaged in the course of normal use, a customer may return the old product and we will replace it at no cost to the customer other than a minimal handling fee. The productsdevices to which the InvisibleShield product is applied typically have relatively short lives, which helps to limit our exposure for warranty claims. Should products cease to function properly, we also offer manufacturer's warranties for our products. For ZAGG, IFROGZ, and iFrogz-brandedBRAVEN branded products, we offer a one-year manufacturer's warranty and for mophie-brandedmophie branded products, we offer a two-year manufacturer's warranty. For Gear4 branded products, we offer a limited lifetime warranty. HALO does not offer an extended manufacturer's warranty.
Suppliers
We do not directly manufacture any of our products, rather we employ various third-party manufacturing partners in the United StatesU.S. and Asia to perform these services on our behalf. The services employed by these third parties include the selection of sub-suppliers that provide raw materials and other components used in the manufacturing process. We have endeavored to use common components and readily available raw materials in the design of our products that can be sourced from multiple sub-suppliers. However, raw film used in our InvisibleShield filmFilm and ISOD products has been produced by a single supplier for the last nine10 years. Our filmInvisibleShield Film supplier has contractually agreed to not sell the raw materials to any of our competitors.
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Below is a high-level summary by product category of the manufacturing sources used by the Company:us:
Screen Protection – Our screen protection product line is comprised of InvisibleShield glassGlass products (approximately 85%86% of 20172018 screen protection sales or 40%49% of net sales), InvisibleShield filmFilm products (approximately 13%9% of 20172018 screen protection sales or 6%5% of net sales), and ISOD film blanks (approximately 2%5% of 20172018 screen protection sales or 1%3% of net sales). Our InvisibleShield glassGlass products are sourced from factories in Asia with protective glass expertise, each of which uses a number of


sub-suppliers for raw materials and other components. Our InvisibleShield filmFilm and ISOD products are sourced through our third-party logistics partner, who purchases the raw film inventory from a single supplier (as discussed above). The VisionGuard raw materials are provided to the manufacturers through an exclusive licensing agreement with a third-party partner.
BatteryProtective Cases and Power Management– Our batteryprotective case product line consists of (1) ZAGG cases designed to protect device specific mobile devices, and (2) Gear4 cases featuring D3O technology designed to protect smartphones and tablets. Our protective cases are sourced from factories in Asia with expertise in case protection manufacturing, each of which uses a number of sub-suppliers for raw materials and other components. For Gear4, the D3O raw materials are provided to our manufacturers through an exclusive licensing agreement with a third-party partner who is the sole manufacturer of D3O materials.
Power Management – Our power management product lines consistline consists of power products that are designed to provide on-the-go power for tablets, smartphones, MP3 players,smartwatches, cameras, and virtually all other electronic mobile devices. With the addition of HALO, our power management product line includes power stations, wireless charging, car and wall chargers, portable power, power wallets, and more. Our power products are sourced from factories in Asia with battery expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Keyboards – Our keyboard product line consists of (1) device specific keyboards designed to fit individual tablets produced by original equipment manufacturers and (2) keyboards that are designed to be device agnostic and can be used on virtually any mobile device. Our keyboard products are sourced from factories in Asia with keyboard expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Audio – Our audio product line consists of earbuds, headphones, and headphonesspeakers that are designed to be compatible with virtually all electronic mobile devices. Our audio products are sourced from factories in Asia with audio expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Keyboards – Our keyboard product line consists of (1) device-specific keyboards designed to fit individual tablets produced by original equipment manufacturers, and (2) keyboards that are designed to be device-agnostic and can be used on virtually any mobile device. Our keyboard products are sourced from factories in Asia with keyboard expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Our product and operations teams work closely with suppliers from initial product development and throughout the manufacturing process to ensure that (1) the supplier understands and will build according to product specifications, (2) appropriate quality is maintained for the finished goods and for all sub-components, and (3) the supplier can meet our supply needs.
Intellectual Property Rights
We own utility and design patents in the U.S. and in various foreign countries which correspond to a number of our products, including patents with claims focused on certain features of ZAGG’sour InvisibleShield screen protection for electronic devices. ZAGG continuesAlthough we develop a portion of our IP through internal innovation, IP is also obtained through strategic acquisitions. We continue to actively pursue further protectionadditional IP for itsour developing product portfolio, including patents and applications for our InvisibleShield screen protection and associated methods in the United StatesU.S. and in foreign countries, having filed patent applications for (i) both wet and dry application processes for securing protective filmsInvisibleShield Film products to consumer electronic devices; (ii) dry-application protective films;InvisibleShield Film products; and (iii) on-demand production of electronic device accessories, including films.InvisibleShiled Film products. In addition, ZAGG haswe have filed applications, and in some instances secured patents, for a variety of itsour battery cases, mobile power, wireless charging, keyboard, audio and protective case products. ZAGG hasWe have additional patents pending in the U.S. and internationally for a variety of current and expected products.
ZAGG ownsWe own thousands of InvisibleShield protective filmFilm designs for protecting a variety of consumer electronic devices. New designs are routinely added to ZAGG’sour portfolio to accommodate the newest electronic devices on the market. Additionally, ZAGG iswe are the owner of numerous trademarks for use in connection with itsour goods and services. ZAGG hasWe have acquired many trademarks through our strategic acquisitions, have filed formal applications for a variety of trademarks, and hashave further secured trademark registrations for many of itsour trademarks in both the U.S. and in foreign countries.
ZAGG hasWe have strategically developed relationships and, in some cases, exclusive agreements with a number of third partythird-party vendors and suppliers. ZAGG’sOur long-standing relationshiprelationships with its raw material suppliers and its manufacturers expandsexpand the scope of potential intellectual property (“IP”)IP protection available to ZAGG,us, including development of innovative solutions for protective films.films and glass. These relationships also provide ZAGGus with a reasonable expectation that itwe will be able to supply customers with products long into the future.
Our film supplier retainsInvisibleShield Film, VisionGuard, and D3O suppliers retain the patents and IP rights for products it developsdeveloped on our behalf, though hasthese suppliers have contractually agreed to not sell the raw materials to any of our competitors. The IP protection held by the Companyus varies in effectiveness in preventing certain aspects of competition. Although the Company believes thewe believe IP protection of IP is an important factor in itsour business and that itsour success does depend in part on the ownership thereof, the Company viewsor exclusive rights thereto, we view the following as our keys to past and future success: (1) our distribution relationships with customers, (2) the speed with which we can bring a product to market, and (3) our ability to effectively launch a product into market to generate maximum sales. Additionally, weWe also believe ZAGG’sour success is also based upon creative product solutions, establishing the preferred brand among both retailers and consumers, and targeted global distribution.distribution and operational excellence.
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The addition of our BRAVEN, Gear4, and HALO brands has added to our expanding IP portfolio. We believe that this IP, which includes patent and trademark protections, will assist us in developing competitive advantages with our technology into the future.
Protection of IP is important to the Companyus and we protect IP when appropriate,appropriate; however, we do not view IP in our industry as the key barrier to entry because of theour rapidly changing industry that we operate in. Very often,industry. Often, by the time we receive patent or other IP protection on a product that would serve as a barrier to entry, the market has moved on to new technologies or products. Given this, we are very selective in whatthe IP we decide to protect,pursue, measuring the cost to protect certain aspects of IP against the potential benefit.
Due to our close partnership with suppliers in Asia, our third-party logistics partner, and the manufacturer of the raw film used in our InvisibleShield and ISOD products, our product development teams work directly with these partners in the development of products. Our key suppliers in Asia have contractually agreed that the Companywe will retain all patents and IP rights to products that arise through our relationship, including design changes and innovations regardless of who instigates the product development change.
Employees
As of December 31, 2017,2018, we had 543618 full-time and part-time employees, including our management team. 457491 of our employees are located in the United StatesU.S. and support our domestic operations, while 86127 employees are located in international locationsoutside the U.S. to support our international operations. No employee is represented by a labor union, and we have never suffered an interruption of business caused by labor disputes. We believe our relationship with our employees is good.


good and have made efforts to ensure fair compensation, competitive benefits, and a positive working environment.
Our Corporate History
ZAGG and its subsidiariesWe are innovation leaders in mobile tech accessories for smartphones, tablets, smartwatches, and tablets.other mobile technology. For over 10 years, ZAGG haswe have developed creative product solutions that enhance and protect mobile devices for consumers around the world. The Company hasWe have an award-winning product portfolio that includes screen protection, power cases, power management, wireless charging, personal audio, mobile keyboards, protective cases, and social techother mobile accessories sold under the ZAGG, InvisibleShield, mophie, IFROGZ, BRAVEN, Gear4, and IFROGZHALO brands.
In June 2011, ZAGGwe acquired IFROGZ, an audio and protective case company, which expanded the ZAGGour product lines beyond screen protection and keyboards.
In March 2016, ZAGGwe acquired mophie, a leader in the power management and power case categories. This acquisition further diversified the ZAGGour product lines into key growth product categories. The results of operations of mophie are included in the Company'sour results of operations beginning on March 3, 2016.
In July 2018, we acquired BRAVEN, a rugged Bluetooth speakers and earbuds provider, which offers a high quality audio experience for outdoor adventurers. This new product line and brand enables us to reach new markets and customer demographics. The results of operations of BRAVEN are included in our results of operations beginning on July 20, 2018.
In November 2018, we acquired Gear4, one of the top selling smartphone case brands in the U.K., for its stylish phone cases which are designed with D3O technology. D3O technology can provide incredible protection to smartphones and other electronic devices by using shock absorbing materials. We believe this acquisition will expand our product offering to better meet the needs of our smartphone consumers for innovative case protection. The results of operations of Gear4 are included in our results of operations beginning on December 1, 2018.
In January 2019, we acquired HALO, a leading direct-to-consumer accessories company with an extensive IP portfolio. HALO designs, develops and markets innovative technology products to make consumers' lives easier. This acquisition will enable us to enter new distribution channels, and to leverage new technology to enter into new consumer markets. The results of operations of HALO are not included in our results of operations as the acquisition closed in January 2019.
Seasonal Business
The Company hasWe have historically been positively impacted near the time of major device launches by Apple, Samsung, Google, and Samsung,other device manufacturers, particularly when there is a change in form factor. We expect major device launches to continue to positively impact our operations during 20182019 and beyond.
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ITEM 1A.RISK FACTORS
ITEM 1A. RISK FACTORS
Because of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to our Financial Condition (amounts in thousands)
If we are unable to maintain our line of credit facility or have a significant change in our maximum borrowing base,amount, we could face a deficiency in our short-term cash needs that would negatively impact our business (amounts in thousands).business.
The Company maintains a CreditOn April 12, 2018, we entered into an amended and Security Agreementrestated credit and security agreement with KeyBank National Association (“KeyBank”), as administrative agent, Swing Line Lender and Issuing Lender, KeyBanc Capital Markets Inc., ZB, N.A., dba Zions First National Bank, as sole lead arranger and JPMorgan Chase, N.A. (“sole book runner, and other members of the lender group, which was subsequently amended by a first amendment agreement dated as of November 28, 2018 (as amended, the “2018 Credit and Security Agreement”).The. The 2018 Credit and Security Agreement provides an $110,000$125,000 ( “Maximum Revolver Amount” ) revolving credit commitment (“(the “2018 Revolver”) from January 1,which is not subject to borrowing base limitations. In addition, at our option, (i) up to $40,000 of the 2018 to May 31,Revolver may be made available for the issuance of letters of credit, and (ii) we may obtain a term loan or increase the Maximum Revolver Amount of the 2018 which reduces toRevolver by another $25,000 within a $100,000 Revolver from June 1,specified period defined in the 2018 forward.Credit and Security Agreement. Borrowings and repayments under the 2018 Revolver may occur from time to time in the Company’sour ordinary course of business through the maturity date of March 2, 2021,April 11, 2023, at which time any amounts outstanding are to be paid in full (60-month term). All borrowings under the Revolver are subject to a borrowing base limit, which is calculated from outstanding accounts receivable and inventory on hand, and is reported to the administrative agent monthly. Interest on the 2018 Revolver will accrueaccrues either at the base rate plus a margin of 0.250% to 1.375% or Eurodollar rate plus a margin of 1.250% to 2.375%, in each case, based on the Leverage Ratio (as defined in the 2018 Credit and Security Agreement) plus 0.5% or LIBOR plus 1.5%. The Revolver is subject to an unused line fee calculated as 0.2% multiplied by the average unused amount of the Revolver.
The2018 Credit and Security Agreement also providesrequires us to pay a $25,000 term loanmonthly commitment (“Term Loan”).fee with a rate that can fluctuate between 0.175% and 0.275% based on the Leverage Ratio as defined in the 2018 Credit and Security Agreement. Payments on the Term Loanmonthly commitment fee are to be madepayable quarterly in consecutive monthly installmentsarrears, commencing on AprilJuly 1, 20162018, and continuing until the Term Loan is paid in full on March 2, 2020 (48-month term). Interest on the Term Loan will accrue at the base rate plus 1.0% or at a rate of LIBOR plus 2.0%.each regularly scheduled payment date thereafter.
The 2018 Credit and Security Agreement contains a number of financial and non-financial debt covenants, and the amount available under the Revolver is limited to the borrowing base calculated on at least a monthly basis.covenants. If we are not compliant with the covenants or have a reduction infail to fulfill our borrowing base,payment obligation, our ability to access the 2018 Revolver will be limited and the outstanding borrowings under the Term Loan may be declared immediately due and payable.limited. In such event, our short-term cash requirements may exceed available cash on hand resulting in material adverse consequences to our business. If we need to obtain additional funds as a result of the termination of the 2018 Credit and Security Agreement or the acceleration of amounts due thereunder, there can be no assurance that alternative financing can be obtained on substantially similar or acceptable terms, or at all. Our failure to promptly obtain alternate financing could limit our ability to implement our business plan and have an immediate, severe and adverse impact on our business, results of operations, financial condition and liquidity. In the event that no alternative financing is available, we would be forced to drastically curtail operations, dispose of assets, or cease operations altogether.
The restrictive covenants contained in our 2018 Credit and Security Agreement may limit our activities.
Our obligations under the 2018 Credit and Security Agreement are secured by substantially all of the assets of the Company.our assets. Under the 2018 Credit and Security Agreement, we are subject to specified affirmative covenants customary for loans of this type. We are also subject to certainand negative covenants customary for loans of this type.
Failure to comply with the restrictive covenants could accelerate the repayment of any debt outstanding under the 2018 Credit and Security Agreement. Additionally, as a result of these restrictive covenants, we may be at a disadvantage compared to our competitors that have greater operating and financing flexibility than we do.


Our level of indebtedness reduces our financial flexibility and could impede our ability to operate.
The 2018 Credit and Security Agreement requires us to pay a variable rate of interest, which will increase or decrease based on variations in LIBOR.interest rates. Additionally, fluctuations in interest rates can significantly decrease our profits. We do not have any hedge or similar contracts that would protect us against changes in interest rates.
The amount of our indebtedness could have important consequences for us, including the following:
requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing funds available for operations, future growth opportunities and other purposes;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
making it more difficult for us to satisfy our debt obligations, as any failure to comply with such obligations, including financial and other restrictive covenants, could result in an event of default under the Credit and Security Agreement, which could lead to, among other things, an acceleration of our indebtedness or foreclosure of the collateral, which could have a material adverse effect on our business or financial condition;
limiting our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes; and
increasing our vulnerability to general adverse economic and industry conditions, including changes in interest rates.
We may not generate sufficient cash flows from operations to service and repay our debt and related obligations and have sufficient remaining funds to achieve or sustain profitability in our operations, meet our working capital and capital expenditure needs or compete successfully in our industry, which would have a material adverse effect on our operations.
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Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness.
As of December 31, 2017,2018, we had approximately $37,538$58,363 of debt outstanding which was subject to variable interest rates. This variable rate debt had a total weighted average interest rate of approximately 3.33%4.03% per annum as of December 31, 2017.2018. Increases in interest rates on this variable rate debt would increase our interest expense, which could harm our cash flow.flows.
Risks Related to our Company and Business
Because sales of consumer electronic accessories are dependent on new products, product development and consumer acceptance, we could experience sharp decreases in our sales and profit margin if we are unable to continually introduce new products and achieve consumer acceptance.
The consumer and mobile electronics accessory industries are subject to constant and rapidly changing consumer preferences based on performance features and industry trends. We generate all of our sales from our consumer and mobile electronics accessories business. We cannot assure our stakeholders that we will be able to grow the revenues of our business or maintain profitability. Our consumer accessories business depends, to a large extent, on the introduction and availability of innovative products and technologies. We believe that our future success depends, in large part, upon our ability to enhance our existing products and to develop, introduce, and market new products and improvements to our existing products.
However, if we are not able to continually innovate and introduce new products that achieve consumer acceptance, our sales and profit margins may decline. Our revenues and profitability will depend on our ability to maintain existing and generate additional customers and develop new products. A reduction in demand for our existing products would have a material adverse effect on our business. The sustainability of current levels of our business and the future growth of such revenues, if any, depends on, among other factors:
the overall performance of the economy and discretionary consumer spending;
competition within key markets;
continued customer acceptance of our products;
customer acceptance of newly developed products; and
the demand for other products and services.
We cannot provide assurance that we will maintain or increase our current level of revenues or profits in future periods.
While we are pursuing and will continue to pursue product development opportunities, there can be no assurance that such products will come to fruition or become successful. Furthermore, while a number of those products are being tested, we cannot provide any definite date by which they will be commercially available or financially viable. We may experience operational problems with such products after commercial introduction that could delay or defeat the ability of such products to generate revenue or operating profits. Future operational problems could increase our costs, delay our plans, or adversely affect our reputation or our sales of other products which, in turn, could have a material adverse effect on our success and our ability to satisfy our obligations. We cannot predict which of the many possible future products will meet evolving industry standards and consumer demands. We cannot provide assurance that we will be able to adapt to such technological changes, offer such products on a timely basis or establish or maintain a competitive position.


Because we sell indirectly to customers through third-party retailers who operate traditional brick-and-mortar locations, the shift of sales demographics to more online retail business could harm our market share and our revenues.
Part of our current business model includes indirectly selling our products through third-party retailers. These third-party retailers operate physical brick-and-mortar locations to sell our productproducts to our end customers. The current shift in purchasing demographics due to the changing preferences of customers who are moving from in-store purchases of goods to the convenience of online purchases creates additional risks of current revenue streams being impacted negatively and an overall decrease of market share.
Because we face intense competition, including competition from companies with significantly greater resources than ours, if we aremay be unable to compete effectively with these companies, our market share may decline, and our business could be harmed.
Our market is highly competitive with numerous competitors. Some of our competitors may have substantially greater financial, technical, marketing, and other resources than we possess, which may afford them competitive advantages over us. As a result, our competitors may introduce products that have advantages over our products in terms of features, functionality, ease of use, and revenue producing potential. They may also have more fully developed sales channels for consumer sales including large retail seller arrangements and international distribution capabilities. In addition, new companies may enter the markets in which we compete, further increasing competition in the consumer electronics accessories industry. Increased competition may result in price reductions, reduced profit margins, loss of market share, and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact our financial performance.
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Because we are dependent on third party sources to acquire sufficient quantities of raw materials to produce our products, any interruption in those relationships could harm our results of operations and our revenues.
The Company doesWe do not manufacture any of our products,products; rather, employswe employ various third party manufacturing partners to perform these services on our behalf. The services employed by these third parties include the selection of sub-suppliers that provide raw materials and other components used in the manufacturing process. Our manufacturing partners acquire substantially all of the raw materials that we use in our products from a variety of suppliers. We can give no assurance that:
our supplier relationships will continue as presently in effect;
our suppliers will not become competitors;
our suppliers will be able to obtain the components necessary to produce high-quality, technologically-advanced products for us;
we will be able to obtain adequate alternatives to our supply sources should they be interrupted;
if obtained, alternatively sourced products of satisfactory quality would be delivered on a timely basis, competitively priced, comparably featured or acceptable to our customers; and
our suppliers will have sufficient financial resources to fulfill their obligations.
Our inability to procure sufficient quality and quantities of products that are in demand could reduce our profitability and have a negative effect on our relationships with our customers. If any of our supplier relationships are terminated or interrupted, we could experience an immediate or long-term supply shortage, which would have a negative effect on our business.
Because we do not own all the technology incorporated in the InvisibleShield filmour products, the impact of technological advancements may cause profit margin erosion and adversely impact our profitability and inventory value.
Although protection of IP is important to the Companyus and we protect IP when appropriate, we do not view IP in our industry as an effective barrier to entry because of the rapidly changing industry in which we operate. Very often, by the time we receive patent or other IP protection on a product that would serve as a barrier to entry, the market has moved on to new technologies or products. Given this, we are very selective in what we decide to protect, measuring the cost to protect certain aspects of IP against the potential benefit.
Due to our close partnership with suppliers in Asia, our third-party logistics partner,partners, and the manufacturer of the raw film used in our InvisibleShield Film and ISOD products, alongside our partnerships for D3O and VisionGuard raw materials, our product development teams work directly with these partners in the development of products. Our key suppliers in Asia have contractually agreed that the Companywe will retain all patents and IP rights to products that arise through our relationship, including design changes and innovations regardless of who instigates the product development change. Our film supplier retainsThese suppliers retain the patents and IP rights for products it develops on our behalf, though has contractually agreed to not sell the raw materials to any of our competitors. As we do not own the IP for raw materials, including the InvisibleShield filmFilm, D3O, and glassVisionGuard products, we cannot provide assurance that we will be able to source technologically advanced products in the future in order to remain competitive. Furthermore, the introduction or expected introduction of new products or technologies may depress sales of existing products and technologies. This may result in declining profit margins and inventory obsolescence. Because we maintain a substantial investment in product inventory, declining prices and inventory obsolescence could have a material adverse effect on our business and financial results.
Although we do not own the patent for the film, D3O, and VisionGuard raw materials, which is held by our exclusive supplier, this supplier hassuppliers, these suppliers have contractually agreed to not sell the raw materials to any of our competitors. We believe that our relationship with the manufacturer of the raw material is on excellent terms and anticipate no interruption in our ability to acquire adequate supplies of raw materials and produce products. The Company has not entered into any material agreements to license technology included in our other products.


Our estimates of excess and obsolete inventory may prove to be inaccurate, in which case the net realizable value for excess and obsolete inventory may be understated or overstated. Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demandtechnology or technological developmentsdemand could have a significant impact on the value of our inventory and operating results.
There can be no guarantee that we will be able to expand into additional complementary product categories or to continue to configure our products to match new products or devices.
Although we anticipate expanding into additional complementary product categories to provide support to our strategy to provide creative product solutions to mobile device users, there can be no guarantee that we will be successful in innovating and expanding into additional product categories. Numerous factors, including market acceptance, finding and retaining contract partners that are acceptable to ZAGG,us, and general market and economic conditions, could prevent us from participating in these complementary product categories, which could limit our ability to implement our business strategystrategy.
Similarly, although we intend to continue to configure the screen protection, keyboards, audio, battery cases, power management, wireless charging, cases, and other product categories for new products and devices, there can be no guarantee that we will be able to either match the current demand for our products as new devices and products are introduced, or that purchasers of such devices and products will want to purchase our products for use in connection with them. Any limitation in our ability to match demand or gain market acceptance of our products in connection with new devices and products could have a material adverse effect on our business.
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Breaches of our information technology systems may materially damage business partner and customer relationships, curtail or otherwise adversely impact access to online stores, or subject the Companyus to significant reputational, financial, legal, and operational consequences.
Our business requires that the Companywe use and store customer, employee and business partner personally identifiable information (“PII”), which may include, among other information, names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment account information. The Company requiresWe require user names and passwords in order to access itsour information technology systems. The CompanyWe also usesuse encryption and authentication technologies designed to secure the transmission and storage of data and prevent access to Companyour data or accounts. As with all companies, theseThese security measures are subject to the risk of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularities. For example, third parties may attempt to fraudulently induce employees or customers into disclosing user names, passwords or other sensitive information, which may in turn be used to access our information technology systems. To help protect customerscustomer and the Company, the Company monitorsvendor information and our own information, we monitor accounts and systems for unusual activity and may freeze accounts under suspicious circumstances, which may result in the delay or loss of customer orders.
The Company devotesIn May 2018, the European Union (“EU”) adopted a regulation to protect personal data for all individuals within the EU and the European Economic Area (“GDPR”), which also covers personal data that is exported outside the EU and EEA areas. We conduct our business worldwide and therefore, we are subject to GDPR standards. In order to comply with GDPR, we may incur additional costs to amend certain of our business practices and systems. In addition, we may be susceptible to investigations, enforcement actions, regulatory penalties or significant legal liability if we violate any regulations related to data security incidents or privacy. In an event of such violation, we could be impacted adversely in our business, operating results and financial performance.
We devote significant resources to network security, data encryption and other security measures to protect itsour systems and data, but these security measures cannot provide absolute security. To the extent the Company waswe were to experience a breach of itsour systems and waswere unable to protect sensitive data, such a breach could materially damage business partner and customer relationships, and curtail or otherwise adversely impact access to online stores and services. Moreover, if a computer security breach affects the Company’sour systems or results in the unauthorized release of PII, the Company’sour reputation and brand could be materially damaged, use of the Company’sour products and services could decrease, and the Companywe could be exposed to a riskrisks of loss or litigation and possible liability. While the Company maintainswe maintain insurance coverage that, subject to policy terms and conditions and subject to a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.
If we fail to maintain proper inventory levels, our business could be harmed.
We produce our key products prior to the time we receive customers’ purchase orders. We do this to minimize purchasing costs, the time necessary to fill customer orders, and the risk of non-delivery. However, we may be unable to sell the products we have produced in advance. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have a material adverse effect on our operating results and financial condition. Conversely, if we underestimate demand for our products or if we fail to produce the quality products that we require at the time we need them, we may experience inventory shortages. Inventory shortages might delay shipments to customers, negatively impact distributor relationships, and diminish brand loyalty.
Mobile electronic devices typically have relatively short life cycles. We may be left with obsolete inventory if we do not accurately project the life cycle of different mobile electronic devices. The charges associated with reserving slow-moving or obsolete inventory as a result of not accurately estimating the useful life of mobile electronics could negatively impact the value of our inventory and operating results.
As we continue to grow our business into new markets, including internationally, it may put pressure on our gross profit margins.
The Company looksWe seek to continue itsour expansion into new markets, including internationally.additional international markets. As the Company expandswe expand into new international markets through distributors, new indirect customers, and existing relationships with current indirect customers, it is possible that this expansion will adversely impact our consolidated gross profit margins. Accordingly, there is no assurance that we will continue to recognize similar gross profit margins in the future to those currently being realized.


As we continue to grow our business, entrance into new and complimentary product categories may put pressure on our gross profit margins.
We anticipate expanding into additional complementary product categories or in expanding our footprint in current product categories to support our strategies to provide creative product solutions to mobile device users and to diversify our product portfolio. However, there can be no guarantee that this expansion will occur at or above the gross profit margins we have historically realized. Accordingly, there is no assurance that we will continue to recognize similar gross profit margins in the future to those currently being realized.
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Because we are dependent for our success on key executive officers for our success, our inability to retain these officers could impede our business plan and growth strategies, which could have a negative impact on our business and the value of your investment.business.
Our success depends on the skills, experience and performance of key members of our management team including Chris Ahern, our CEO;chief executive officer (“CEO”), Brian Stech, our President; andpresident, Bradley J. Holiday, our CFO.chief financial officer (“CFO”), and Jim Kearns, our chief operating officer. Although we have employment agreements with these individuals, were we to unexpectedly lose one or more of these key executive officers, we could be forced to expend significant time and money in the pursuit of a replacement, which could result in both a delay in the implementation of our business plan and the diversion of working capital. Thus, the Boardour board of directors has implemented succession plans for each of these roles, and systematically monitors the development and progression of each employeesemployee who has been identified as a possible future candidate for such roles.
A small number of our customers account for a significant amount of our net sales, and the loss of, or reduced purchases from, these or other customers could have an adverse effect on our operating results.
For the year ended December 31, 2017,2018, Superior Communications, Inc. ("Superior"(“Superior”) wasand Best Buy Co., Inc. (“Best Buy”) were our largest customercustomers and accounted for 10% or greater than 10% of net sales. For the yearsyear ended December 31, 2017, Superior was our largest customer. For the year ended December 31, 2016, and 2015, Superior, Best Buy, Co., Inc. (“Best Buy”), and GENCO Distribution Systems, Inc.(“GENCO”) were our largest customers. The amount of net sales for each of these customers is outlinedwas as follows:
For the Years Ended December 31,
201820172016
2017 2016 2015
Superior30% 27% 17%Superior 23%  30%  27%  
Best Buy9% 11% 20%Best Buy 10%  9%  11%  
GENCO8% 11% 11%GENCO 4%  8%  11%  
During the years ended December 31, 2018, 2017, 2016, and 2015,2016, no other customers accounted for 10% or greater than 10% of net sales.
Although we have contracts in place governing our relationships with customers, the contracts are not long-term and all of our retailers generally purchase from us on a purchase order basis. As a result, these retailers generally may, with little or no notice or penalty, cease ordering and selling our products, or materially reduce their orders. If any of these retailers cease selling our products, slow their rate of purchase of our products, or decrease the number of products they purchase, our results of operations could be adversely affected.
If the Company loseswe lose one or more of itsour significant customers, it would have a material adverse effect on the Company’sour financial condition, results of operations, and cash flows.
We may be adversely affected by the financial condition of our retailers and distributors.
Some of our retailers and distributors have experienced financial difficulties in the past. A retailer or distributor experiencing such difficulties will generally not purchase and sell as many of our products as it would under normal circumstances and may cancel orders. In addition, a retailer or distributor experiencing financial difficulties generally increases our exposure to uncollectible receivables. We extend credit to our retailers and distributors based on our assessment of their financial condition, without requiring collateral. While such credit losses have historically been within our estimated reserves for allowances for bad debts, we cannot assure that this will continue to be the case. Financial difficulties on the part of our retailers or distributors could have a material adverse effect on our results of operations and financial condition.
AtAs of December 31, 2018 and 2017, the balance of accounts receivable from two separate customers exceeded 10%: Superior and Best Buy. At December 31, 2016, the balanceThe amount of accounts receivable from three separatefor each of these customers exceeded 10%: Superior, Best Buy, and GENCO.is was as follows:
December 31,
20182017
2017 2016
Superior31% 32%Superior 50%  31%  
Best Buy18% 22%Best Buy 15%  18%  
GENCO7% 10%
No other customer account balances were more than 10% of accounts receivable atas of December 31, 20172018 or 2016.2017. If one or more of the Company’sour significant customers were to become insolvent or were otherwise unable to pay for the products provided, it would have a material adverse effect on the Company’sour financial condition and results of operations.
13


If we fail to attract, train and retain sufficient numbers of our qualified personnel, our prospects, business, financial condition and results of operations willmay be materially and adversely affected.
Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. Failure to attract and retain necessary technical personnel, sales and marketing personnel, and skilled management could adversely affect our business. If we fail to attract, train, and retain sufficient numbers of these highly qualified people, our prospects, business, financial condition, and results of operations willmay be materially and adversely affected.
If our products contain defects, our reputation could be harmed and our results of operations adversely affected.
Some of our products may contain undetected defects due to imperfections in the underlying base materials used in production or manufacturing defects. The occurrence of defects or malfunctions could result in financial losses for our customers and in turn increase warranty claims from our customers and diversion of our resources. Any of these occurrences could also result in the loss of or delay in market acceptance of our products due to damaged brand reputation and may result in the loss of sales.
Because we experience seasonal and quarterly fluctuations in demand for our products, no one quarter is indicative of our results of operations for the entire fiscal year.
Our quarterly results may fluctuate quarter to quarter as a result of market acceptance of our products, the sales mix, changes in pricing, the timing of inventory write downs, changes in the cost of materials, the use of airfreight to transport products, and incurring other operating costs and factors beyond our control, such as general economic conditions and actions of competitors. We are also affected by seasonal buying cycles of consumers, such as the holiday season, and the introduction of popular consumer electronics, such as a new introduction of products from Apple, Samsung, Microsoft, HTC, Blackberry,Google, and others. Accordingly, the results of operations in any quarter will not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.
Because we have limited protection on the intellectual propertyIP underlying our products, we may not be able to protect our products from the infringement of others or may be prevented from marketing our products.
We do not own proprietary rights with respect to the film we use in our InvisibleShield products. However, we have protected key proprietary design and utility elements of other products through patents. In addition, we own and keep confidential the design configurations of the film and the product cut designs which are our copyrights. We seek to protect our IP rights through confidentiality agreements with our employees, consultants and partners, and domestic and foreign patent prosecution and similar means. However, no assurance can be given that such measures will be sufficient to protect our IP rights or that the IP rights that we have are sufficient to protect other persons from creating and marketing substantially similar products. If we cannot protect our rights, we may lose our competitive advantage. Moreover, if it is determined that our products infringe on the IP rights of third parties, we may be prevented from marketing our products.
Claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, or require us to either enter into royalty or license agreements which are not advantageous to us or pay material amounts of damages. In addition, parties making these claims may be able to obtain an injunction, which could prevent us from selling our products.
Uncertainty in the economy can affect consumer spending patterns, which could adversely affect our business.
Consumer spending patterns, especially discretionary spending for products such as mobile, consumer, and accessory electronics, are affected by, among other things, prevailing economic conditions, energy costs, raw material costs, wage rates, inflation, interest rates, consumer debt, consumer confidence, and consumer perception of economic conditions. A general slowdown in the U.S. and certain international economies, or an uncertain economic outlook or market volatility could have a material adverse effect on our sales and operating results.
The disruptions in the national and international economies due to market volatility and uncertainty could depress consumer confidence and spending. If such conditions persist, consumer spending will likely decline further and this would have an adverse effect on our business and our results of operations.


If we are unable to effectively manage our growth, our operating results and financial condition will be adversely affected.
We intend to grow our business through strategic acquisitions and organically by expanding our sales and product development organizations. Any growth in or expansion of our business is likely to place a strain on our management and administrative resources, infrastructure, and information systems. As with other growing businesses, we expect that we will need to refine and expand our business development capabilities, our systems and processes, and our access to financing sources. We also will need to hire, train, supervise, and manage new employees. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We provide no assurance that we will be able to:
expand our systems effectively or efficiently or in a timely manner;
allocate our human resources optimally;
meet our capital needs;
identify and hire qualified employees or retain valued employees; or
incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.
14


If our competitors misappropriate our proprietary know-how and trade secrets, it could have a material adverse effect on our business.
We depend heavily on the expertise of our product development team. If any of our competitors copy or otherwise gains access to similar products independently, we might not be able to compete as effectively. The measures we take to protect our designs may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such IP rights. We have brought and in the future may need to bring legal claims to enforce or protect such IP rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources.
If any of our facilities were to experience catastrophic loss, our operations would be seriously harmed.
Our facilities could be subject to a catastrophic loss from fire, flood, earthquake, or terrorist activity. Our corporate activities, including sales and marketing, customer service, finance, and other critical business operations are in twoa limited number of primary locations. Our manufacturing and logistics activities are conducted at other facilities separate from our corporate headquarters. Any catastrophic loss at these facilities could disrupt our operations, delay production and revenue, and result in large expenses to repair or replace the facility.facilities. While we have obtainedmaintain insurance to cover most potential losses, we cannot provide assurance that our existing insurance coverage will be adequate against all other possible losses.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, and current and potential stockholders may lose confidence in our financial reporting.
We are required to establish and maintain adequate internal control over financial reporting that provides reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with United StatesU.S. generally accepted accounting principles (“U.S. GAAP”). We are likewise required, on an annual basis, to evaluate the effectiveness of our internal controls and to disclose on a quarterly basis any material changes in those internal controls.
Any failure to maintain and continue to improve our internal controls could adversely impact our ability to report our financial results on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations or may lose confidence in our reported financial information. Likewise, if our financial statements are not filed on a timely basis as required by the SEC and Thethe Nasdaq Global Market, we could face severe consequences from those authorities. In either case, it could result in a material adverse effect on our business or have a negative effect on the trading price of our common stock.
We have identified a material weakness in our internal control over financial reporting for the most recent reporting period, and our business and stock price may be adversely affected if we do not adequately address the weakness or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting.
Our risk assessment process was ineffective because we failed to consider the business changes and their impact on financial reporting and internal controls; specifically, we failed to consider the impact of changes in operational processes related to (1) the proper tracking and recording of customer returns; and (2) the increased volume of accounts receivable transactions with a significant customer as of December 31, 2017. As a consequence, the Company did not design effective process level control activities over the accuracy of net sales and accounts receivable amounts. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis. The existence of these material weaknesses could result in errors in our financial statements. Additionally, if we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market price of our stock could decline significantly, we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.


Because we distribute products internationally, economic, political and other risks associated with our international sales and operations could adversely affect our operating results.
Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Our sales to customers outside the United StatesU.S. accounted for approximately 16% of our net sales in fiscal 2017.2018. Accordingly, our future results could be harmed by a variety of factors, including:
changes in foreign currency exchange rates;
exchange controls;
changes in regulatory requirements;
changes in a specific country's or region's political or economic conditions;
tariffs, other trade protection measures and import or export licensing requirements;
potentially negative consequences from changes in tax laws or application of such tax laws;
difficulty in staffing and managing widespread operations;
changing labor regulations;
requirements relating to withholding taxes on remittances and other payments by subsidiaries;
different regimes controlling the protection of our IP;
restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; and
restrictions on our ability to repatriate dividends from our subsidiaries.
Our international operations are affected by global economic and political conditions, only some of which are described above. Changes in economic or political conditions in any of the countries in which we operate could result in exchange rate movement, new currency or exchange controls or other restrictions being imposed on our operations. We cannot provide assurance that such changes will not have an adverse effect on our foreign operations and our financial results.
There can be no guarantee that additional amounts spent on marketing or advertising will result in receipt of additional sales or revenue to the Company.revenues.
In 2018,2019, management intends to expandcontinue expanding our advertising with moreadditional interactive displays within retailers, continue ourfurther marketing efforts relating to existing products and potential new product introductions, and increase ourincreased social media marketing campaigns. However, there can be no guarantee that such increased advertising or marketing efforts and strategies will result in increased sales.
Due to the changes
15


Changes in U.S. tax laws could cause uncertainty arises in our various tax conclusions.
On December 22, 2017, the U.S. President signed into law a sweeping tax reform bill known as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"“Tax Act”). The Tax Act makes changes tochanged the corporate tax rate, business-related deductions and taxation of foreign earnings, among others,other things, that willwere generally be effective for taxable years beginning after December 31, 2017. These changes did have a material adverse impact on the value of our U.S. deferred tax assets, resulting in a significant one-time charge in the current taxable year. We are continuing to evaluate the Tax Act and its requirements, as well as its application to our business and its impact on our effective tax rate. At this stage, it is unclear how many U.S. states will incorporate these federal law changes, or portions thereof, into their tax codes.
The Tax Act, or any related, similar or amended legislation or other changes in U.S. federal income tax laws, could adversely affect the U.S. federal income taxation of our and our affiliates’ ongoing operations and may also adversely affect the integration efforts relating to, and potential synergies from, past strategic transactions. Any such changes and related consequences could have a material adverse impact on our financial results.
U.S. tariffs and international trade disputes could increase the cost of our products or make our products more expensive for customers.
On July 6, 2018, the U.S. Government imposed a 25% tariff on a variety of imports from China and on September 17, 2018, imposed a 10% tariff on additional products from China, which rate was schedule to be increased to 25% on March 1, 2019. The March 1, 2019 deadline was extended by the U.S. Government in late February 2019 with no new deadline announced. In response to the 2018 tarriffs, China imposed a 5% to 10% tariff on certain U.S. goods. A scheduled tariff increase on Chinese goods of 25% to occur on March 1, 2019 was suspended due to trade deal discussions still in progress. Our products have been impacted by the September 17, 2018 tariff, and would be further impacted by possible tariff rate increases that are possible under current trade negotiations. These international trade disputes could result in additional or increased tariffs and other protectionist measures that could adversely affect our business. Tariffs generally increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on sales of our products. Tariffs could also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services.
We are uncertain of the potential future magnitude that these and other potential trade disputes and policies may have on our financial statements. The tariffs described above may have a significant impact and may materially adversely affect our business, financial condition, and/or operating results.
The potential exit of the U.K. from the European Union (E.U.). may have uncertain effects and could adversely impact our business, results of operations and financial condition.
On June 23, 2016, the U.K. voted to exit from the E.U. and is due to leave the E.U. on March 29, 2019 (Brexit); however, on January 15, 2019, the U.K. parliament voted against Brexit. As a consequence, there may be a cease on Brexit, a delay to Brexit, or continuance of Brexit. With respect to such uncertainty, we cannot predict future implications; however, it is possible that the economic activities will be adversely impacted, and regulatory and legal complexities will be increased in this region. With our footprint in the Europe region, we may experience negative impact or potential disruption to our operations and business in terms of volatility in global stock markets and currency exchange rates. Such changes and volatility may adversely impact our operating results and financial performance.
Risks Related to the Company’sOur Securities
Because the price of our common stock has been, and may continue to be, volatile, our shareholders may not be able to sell shares of our common stock at or above the price paid for such shares.
The price for shares of our common stock has exhibited high levels of volatility with significant volume and price fluctuations, which may make our common stock unsuitable for some investors. For example, for the two years ended December 31, 2017,2018, the closing price of our common stock ranged from a high of $23.70 to a low of $4.71$5.90 per share. At times, the fluctuations in the price of our common stock may be unrelated to our operating performance. The price of our common stock may also be influenced by:
fluctuations in our results of operations or the operations of our competitors or customers;
the aggregate amount of our outstanding debt and perceptions about our ability to make debt service payments;
failure of our results of operations and sales revenues to meet the expectations of stock market analysts and investors;
perceived reductions in demand or expectations regarding future demand by our customers;
changes in stock market analyst recommendations regarding us, our competitors or our customers;
the timing and announcements of product innovations, new products or financial results by us or our competitors;
the performance of mophie, BRAVEN, Gear4, and HALO post acquisition;acquisitions;
changes in ZAGGour directors or executives;


increases in the number of shares of our common stock outstanding; and
changes in our industry.
Based on the above, our stock price may continue to experience volatility. Therefore, we cannot guarantee that our investors will be able to resell our common stock at or above the price at which they purchased it.
16


Because we may, at some time in the future, issue additional securities, shareholders are subject to dilution of their ownership.
Although we have no immediate plans to raise additional capital, we may at some time in the future do so. Any such issuance would likely dilute shareholders’ ownership interest in our company and may have an adverse impact on the price of our common stock. In addition, from time to time we may issue shares of common stock in connection with equity financing activities or as incentives to our employees and business partners. We may expand the number of shares available under stock incentive and option plans, or create new plans. All issuances of common stock would be dilutive to an existing investor’s holdings in the Company.us. If an investor’s holdings are diluted, the overall value of the shares may be diminished and the ability to influence shareholder voting will also be harmed.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends will not purchase our common stock.
We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may not occur in the future, as the only way to realize their investment.
We may not be able to successfully integrate businesses we have acquired or which we may acquire in the future, and we may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from such acquisitions.
Our ability to successfully implement our business plan and achieve targeted financial results and other benefits including, among other things, greater market presence and development, and enhancements to our product portfolio and customer base, is dependent on our ability to successfully integrate businesses we may acquire in the future. We may not realize these benefits, as rapidly as, or to the extent, anticipated by our management. There can be no assurance that we will be able to successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational or financial problems. Acquisitions involve a number of risks, some or all which could have a material adverse effect on any acquired businesses, products or technologies. Furthermore, there can be no assurance that any acquired business, product, or technology will be profitable or achieve anticipated revenues and income. Our failure to manage our acquisition strategy successfully could have a material adverse effect on our business, results of operations and financial condition. The process of integrating an acquired business involves risks, including but not limited to:
demands on management related to the significant increase in the size of our business;
diversion of management's attention from the management of daily operations;
difficulties in the assimilation of different corporate cultures and business practices;
difficulties in conforming the acquired company's accounting policies to ours;
retaining the loyalty and business of the customers of acquired businesses;
retaining employees that may be vital to the integration of acquired businesses or to the future prospects of the combined businesses;
difficulties and unanticipated expenses related to the integration of departments, information technology systems, including accounting systems, technologies, books and records, and procedures, and maintaining uniform standards, such as internal accounting controls, procedures, and policies;
costs and expenses associated with any undisclosed or potential liabilities;
the use of more cash or other financial resources on integration and implementation activities than we expect; and
our ability to avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.
Failure to successfully integrate any acquired businesses in the future may result in reduced levels of anticipated revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such businesses.
In addition, any future acquisitions could result in the incurrence ofincurring additional debt and related interest expense, contingent liabilities, and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results, and cash flow.flows.
Techniques employed by short sellers may drive down the market price of the Company’sour common stock.
Short selling is the practice of selling securities that the seller does not own, but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that


purchase than it received in the sale. As it is in the short seller’s best interests for the price of the stock to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a stock short. These short attacks have, in the past, led to selling of shares in the market.
In the past several years, our securities have been the subject of short selling. Reports and information have been published about ZAGGus which the Company believeswe believe are mischaracterized or incorrect, and which have occasionally been followed by a decline in our stock price.
17


It is not clear what additional effects the negative publicity will have on the Company,us, if any, other than potentially affecting the market price of our common stock. If the Company continueswe continue to be the subject of unfavorable allegations, the Companywe may have to expend a significant amount of resources to investigate such allegations and/or defend itself.our self. While the Companywe would strongly defend against any such short seller attacks, the Companywe may be constrained in the manner in which itwe can proceed against the relevant short seller by principles of freedom of speech, applicable state law, or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract the Company’sour management from growing the Company.our business. Additionally, such allegations against the Companyus could negatively impact itsour business operations and stockholders' equity, and the value of any investment in the Company’sour stock could be reduced.
ITEM 1B.UNRESOLVED STAFF COMMENTS
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.PROPERTIES
ITEM 2.  PROPERTIES
Real Property (dollar (amounts in thousands)
Our principal executive offices and facilities are currently located at 910 West Legacy Center Drive,Way, Suite 500, Midvale, Utah,, 84047. 84047. The lease agreement expires July 1, 2023, excluding two five-yearwith options to add subsequent extensions at our option.to the leasing period. Rent at this location is recorded on a straight-line lease rate of $80 per month. In addition, we lease a storefront and another office space in Utah, office space in California, office space and warehousein Florida, office space in Michigan, and office space in bothEngland, Ireland and China for our international operations.
ITEM 3.LEGAL PROCEEDINGS
ITEM 3.  LEGAL PROCEEDINGS
Certain of the legal proceedings in which we are involved are discussed in Note 12, "Commitments13, “Commitments and Contingencies,"Contingencies”, to our Consolidated Financial Statementsconsolidated financial statements in this report, and are hereby incorporated by reference.
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.


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PART II
ITEM 5.5  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (dollar and share (amounts in thousands, excluding average price per share)
During the fourth quarter of 2015, the Company’s board of directors authorized the repurchase of up to $20,000 of the Company’s outstanding common stock with no expiration date. The Company’s board of directors also authorized the use of a Rule 10b5-1 plan, which was put into place during the fourth quarter of 2016. The 10b5-1 plan was subsequently terminated during the first quarter of 2017.
During the year ended December 31, 2017, the Company purchased 234 shares of ZAGG common stock for total consideration of $1,492, which included commissions and processing fees totaling $9. As of December 31, 2017, a total of $17,558 remained authorized under the stock repurchase program.
Market Information
Our common stock is currently quoted on The NASDAQthe Nasdaq Global Market of The NASDAQthe Nasdaq Stock Market under the symbol ZAGG. The following table sets forth, for each full quarterly period within the two most recent fiscal years, the high and low sales prices (in dollars per share) of our common stock as reported or quoted on The NASDAQthe Nasdaq Capital Market. On February 28, 2018,March 12, 2019, the closing price of our common stock was $15.05.$10.83.
For the Year Ended December 31, 2018 HighLow
First Quarter$20.81 $11.90 
Second Quarter$19.40 $10.90 
Third Quarter$17.80 $12.30 
Fourth Quarter$14.95 $7.96 
For the Year Ended December 31, 2017 High Low
First Quarter $7.55
 $5.90
Second Quarter $9.15
 $6.55
Third Quarter $16.15
 $8.30
Fourth Quarter $23.70
 $14.10

For the Year Ended December 31, 2017 For the Year Ended December 31, 2017 HighLow
For the Year Ended December 31, 2016 High Low
First Quarter $10.83
 $8.29
First Quarter$7.55 $5.90 
Second Quarter $9.23
 $4.71
Second Quarter$9.15 $6.55 
Third Quarter $8.10
 $4.89
Third Quarter$16.15 $8.30 
Fourth Quarter $8.22
 $5.15
Fourth Quarter$23.70 $14.10 
Holders of Common stock
On February 28, 2018,March 12, 2019, there were approximately 2041 registered holders or persons otherwise entitled to hold our common shares pursuant to a shareholders’ list provided by our transfer agent, Empire Stock Transfer. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of common shares held in street name.
Dividends
There are no restrictions inNeither our articlescertificate of incorporation ornor our bylaws that restrict us from declaring dividends. The Delaware General Corporation Law and applicable case law, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
we would not be able to pay our debts as they become due in the usual course of business;
we would be engaged in a business for which our remaining assets would be unreasonably small in relation to the business; or
our net assets would be less than the amount determined to be our capital.
We have not declared or paid cash dividends on our common stock since our inception, and our board of directors currently intends to not declare or issue cash dividends for the foreseeable future. Any future payment of dividends to holders of common stock will depend upon our results of operations, financial condition, cash requirements, and other factors deemed relevant by our board of directors.


19


Securities Authorized for Issuance Under Equity Compensation Plans (share amounts in thousands)
Plan Category 
Number of securities to be issued
upon exercise of outstanding
options and vesting of restricted
 stock
 
Weighted-average exercise price
of outstanding options
 
Number of securities remaining
available for future issuances
under equity compensation
plans (excluding securities
reflected in first column)
Equity compensation plans approved by security holders 1,034
 $8.29
 8,737
Equity compensation plans not approved by security holders 
 
 
Total 1,034
 $8.29
 8,737
In 2007, the Company’s board of directors adopted and in 2008 the Company’s shareholders approved the ZAGG Incorporated 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan was amended to increase the number of shares issuable under the 2007 Plan to 10,000. As of December 31, 2017, there were 6,239 shares available for grant under the 2007 Plan. However, upon adoption of the 2013 Plan in January 2013, the Company ceased to grant awards pursuant to the 2007 Plan. All subsequent awards were and all future awards will be granted under the 2013 Plan. All awards that are outstanding under the 2007 Plan will continue to vest, be exercisable, and expire according to their respective terms.
Plan Category
Number of securities to be issued
upon exercise of outstanding
options and vesting of restricted
stock
Weighted-average exercise price
of outstanding options
Number of securities remaining
available for future issuances
under equity compensation
plans (excluding securities
reflected in first column)
Equity compensation plans approved by security holders821 $10.49 2,361 
Equity compensation plans not approved by security holders— — — 
Total 821 $10.49 2,361 
In January 2013, the Company’sour board of directors adopted and in June 2013, the Company’sour shareholders approved the ZAGG Inc 2013 Equity Incentive Award Plan (the “2013 Plan”), a new equity incentive plan intended to replace the 2007 Plan.. In April 2017, the compensation committee of the Company’sour board of directors adopted, and in June 2017, the Company’sour shareholders approved an amendment and restatement of the 2013 Plan (the “Amended Plan”). The Amended Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock, and restricted stock units can be awarded. The Amended Plan’s initial share reservation is 5,000 shares. The term of the plan is for 10 years from the date of original adoption of the 2013 Plan. As of December 31, 2017,2018, there were approximately 2,4982,361 shares available for grant under the Amended Plan.
Recent Sales of Unregistered Securities (amounts in thousands)
We did not issue anyExcept as set forth on our Current Report on 8-K filed on December 4, 2018 there were no other unregistered sales of securities during the yearsyear ended December 31, 2017 and 2016.2018.
Stock Performance Graph
The graph below compares the cumulative 5-Year total return provided shareholders on the Company'sour common stock relative to the cumulative total returns of the Russell 2000 index, Russell MicrocapMicroCap and a customized peer group of teneight companies, whose individual companies are listed in footnote 1 below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 20122013, and its relative performance is tracked through December 31, 2017.
1)The ten companies included in the Company's customized peer group (the “Peer Group” in the chart below) are: Callaway Golf Co, Columbia Sportswear Co, Deckers Outdoor Corp, Fossil Group Inc., Garmin Ltd, Harman International Industries Inc., Logitech International Sa, Plantronics Inc., Sodastream International Ltd and Vuzix Corp.

2018.

The eight companies included in our customized peer group (the “Peer Group” in the chart below) are: Callaway Golf Co, Columbia Sportswear Co, Deckers Outdoor Corp, Fossil Group Inc., Garmin Ltd, Logitech International S.A., Plantronics Inc. and Vuzix Corp.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among ZAGG Inc, the Russell 2000 Index, the Russell MicrocapMicroCap Index,
and Peer Group
zagg-20181231_g2.jpg
*100 invested on December 31, 20122013 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 20182019 Russell Investment Group. All rights reserved.
12/1312/1412/1512/1612/1712/18
12/12 12/13 12/14 12/15 12/16 12/17
ZAGG Inc100.00
 59.10
 92.26
 148.64
 96.47
 250.68
ZAGG Inc 100.00 156.09 251.49 163.22 424.14 224.83 
Russell 2000100.00
 138.82
 145.62
 139.19
 168.85
 193.58
Russell 2000 100.00 104.89 100.26 121.63 139.44 124.09 
Russell Microcap100.00
 145.62
 150.93
 143.15
 172.30
 194.99
2015 Peer Group100.00
 134.95
 142.00
 104.31
 135.37
 168.16
Russell MicroCap Russell MicroCap 100.00 103.65 98.30 118.32 133.90 116.39 
Peer Group Peer Group 100.00 107.77 79.03 100.96 123.48 137.26 
In 2016, the Companywe determined to change the comparison peer group from a self-selected group based on market capitalization to the Russell MicrocapMicroCap index. We believe a change to the Russell MicrocapMicroCap index will provide a better comparison to the Companyus because it is a broader base of companies with similar market cap rather than teneight selected in the peer group. Furthermore, the companies we would consider peers within the industry are not public companies and would therefore not have information available to calculate a comparative five-year return.

In 2018, Harmon International Industries Inc. and Sodastream International Ltd were removed from the peer group because they were acquired and no longer had discrete financial information that could be used for comparability purposes.

ITEM 6.SELECTED FINANCIAL DATA (in thousands, except per share amounts)
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Repurchases
During the fourth quarter of 2015, our board of directors authorized the repurchase of up to $20,000 of our outstanding common stock with no expiration date. Our board of directors also authorized the use of a Rule 10b5-1 plan, which was put into place during the third quarter of 2018.
During the year ended December 31, 2018, we purchased 918 shares of ZAGG common stock for total consideration of $12,096, which included commissions and processing fees totaling $34. As of December 31, 2018, a total of $5,462 remained authorized under the stock repurchase program.
The following table summarized purchases of our common stock for the three months ended December 31, 2018:
Period (a)
Total Number of Shares Purchased
(b)
Average Price Paid per Share
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - October 31, 2018158 $12.00 158 978 (1) 
November 1 -November 30, 2018377 $10.87 377 558 (1) 
December 1 - December 31, 2018— $— — 558 (1) 
Total535 $11.20 535 
(1) As of December 31, 2018, the price of our stock was $9.78. The maximum number of shares that may yet be purchased under the 2015 plan  was calculated for each month using the December 31, 2018 stock price and the total dollars that remained authorized under the 2015 plan.
On March 11, 2019, our board of directors authorized the cancellation of the 2015 stock repurchase program, and authorized a new stock repurchase program that grants the repurchase of up to $20,000 of our outstanding common stock.
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ITEM 6.  SELECTED FINANCIAL DATA (amounts in thousands, except per share amounts)
The selected historical financial data presented below are derived from our consolidated financial statements. The selected financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”Operations”, and our consolidated financial statements and the notes thereto included elsewhere in this report.
For the Years Ended December 31,
20182017201620152014
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales$538,231 $519,495 $401,857 $269,311 $261,585 
Income (loss) from operations51,696 44,735 (21,360)25,864 16,983 
Net income (loss)39,189 15,100 (15,587)15,587 10,461 
Earnings (loss) per share attributable to stockholders:
Basic$1.40 $0.54 $(0.56)$0.54 $0.35 
Diluted$1.38 $0.53 $(0.56)$0.54 $0.34 
Weighted average shares:
Basic28,064 27,996 28,006 28,773 30,247 
Diluted28,500 28,407 28,006 29,089 30,610 
BALANCE SHEET DATA:
Total assets$378,011 $320,591 $310,729 $179,541 $201,279 
Current assets261,227 227,802 174,436 131,701 147,023 
Current liabilities155,687 184,592 183,844 49,024 74,206 
Long-term liabilities63,833 — 9,623 — — 
Total equity158,491 135,999 117,262 130,517 127,073 

 Years December 31,
 2017 2016 2015 2014 2013
CONSOLIDATED STATEMENT OF OPERATIONS DATA:         
Net sales$519,495
 $401,857
 $269,311
 $261,585
 $219,356
Income (loss) from operations44,735
 (21,360) 25,864
 16,983
 10,946
Net income (loss) attributable to stockholders15,100
 (15,587) 15,587
 10,461
 4,790
Earnings (loss) per share attributable to stockholders:         
Basic$0.54
 $(0.56) $0.54
 $0.35
 $0.16
Diluted0.53
 (0.56) 0.54
 0.34
 0.15
Weighted average shares:         
Basic27,996
 28,006
 28,773
 30,247
 30,900
Diluted28,407
 28,006
 29,089
 30,610
 31,459
          
BALANCE SHEET DATA:         
Total assets$320,591
 $310,729
 $179,541
 $201,279
 $175,470
Current assets227,802
 174,436
 131,701
 147,023
 116,481
Current liabilities184,592
 183,844
 49,024
 74,206
 33,096
Total equity135,999
 117,262
 130,517
 127,073
 124,831
ITEM 7.
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, and competition. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
At ZAGG,The focus of our focusbusiness is to (1) provide creative product solutions, (2) execute targeted global distribution, (3) achieve operational excellence, and (4) be the preferred brand for our customers. We focus our corporate, team, and individual goals to accomplish this overall corporate strategy.
We believe that hand-heldmobile devices and gadgets can be best enjoyed with the right mix of (1) protection from scratches and damage, and (2) accessories that enhance the consumers’ electronic and mobile device experience. We believe that our full product offering,portfolio, which includes screen protection, keyboard, audio accessories, mobile power solutions,cases, power management, wireless charging, andaudio, mobile keyboards, protective cases, and other mobile accessories, provides consumers with unparalleled device protection and enhanced enjoyment of their mobile electronic device.
We plan to continue to expand our product offerings,portfolio, including entering into new product categories and enter new domestic and global markets that we believe will be consistent with our overall corporate strategy. Our products are available through our websites at www.ZAGG.com, www.mophie.com, www.Gear4.com, and www.mophie.comwww.HALO.com, and through our retail distribution channels, which include major retailers like Apple Inc., Amazon.com, Inc., Best Buy


Co Inc., Wal-Mart Stores Inc., AT&T Inc., Sprint Corp., Verizon Communications Inc., T-Mobile International AG, Target Corporation, Walgreens Boots Alliance, Inc., Ingram Micro, Inc., and Thethe Carphone Warehouse; QVC, independent electronics resellers; college bookstores; independent Apple stores; mall kiosks; and other online retailers.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosuredisclosures of contingent assets and liabilities.these amounts in the notes to the financial statements. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant items subject to such estimates include inventory realizability, variable consideration included as part of our revenue recognition accounting policy, and sales returns liability.the fair value of assets acquired and liabilities assumed in our business combinations.
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An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in the estimate that are reasonably likely to occur may materially impact the financial statements. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Inventories
Inventories, consisting primarily of finished goods and raw materials, are valued at the lower of cost, determined on a first in, first out basis, or net realizable value. Management performs periodic assessments to determine the existence and estimated net realizable value of obsolete, slow moving, and non-saleableunsaleable inventories, and records necessary write-downs in cost of sales to reduce such inventories to estimated net realizable value. Once established, the original cost of the inventory less the related inventory write down represents the new cost basis of such products.
In assessing the realizationrealizability of inventories, we are required to make judgments as to future sales prices, which are impacted by our estimates of  demand requirements and to compare these with current inventory levels. Our inventory requirements may change based on our projected customer demand, market conditions, technological and product life cycle changes, longer or shorter than expected usage periods, and other factors that could affect the valuation of our inventories.
Revenue recognitionRecognition Accounting Policy
The Company recordsWe adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“Topic 606”) in the first quarter of 2018. As a result of this adoption, we have made modifications to our accounting policy for revenue when persuasive evidence of an arrangement exists, product delivery has occurred or risk of loss has transferred to the customer, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company’srecognition.
Our revenue is derived from sales of our products through our indirect channel, including retailers, distributors, and distributors;franchisees; and sales of our products through our direct channel, including www.ZAGG.com, www.mophie.com, www.Gear4.com, and www.mophie.comwww.HALO.com, and our corporate-owned ZAGG-branded store. Our revenue is measured based on the amount of consideration we expect to receive, reduced by estimates for sales returns, discounts, and third-party-owned mall kiosksother credits. The observable standalone selling prices of products sold are based on the prices charged to customers and ZAGG-branded stores;are mutually agreed upon by both parties before any orders are authorized. For substantially all of our sales, revenues are recognized at a point in time when control of the goods is transferred to customers, which generally occurs upon delivery to carriers or customers. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue.
Topic 606 has required significant changes to how we recognize revenue. Updates to our accounting policies have been made as part of adoption of this new standard. These changes to our accounting policies and procedures under the franchise fees derived fromnew standard have most significantly impacted the onboardingestimates previously used to determine our sales returns, discounts and other credits. The new variable consideration calculations for these estimates apply assumptions required by Topic 606, which require significant judgment. In applying these new assumptions, and in the application of new franchisees. For productTopic 606, we have determined that the updated accounting policies and estimates to ensure compliance under Topic 606 continue to be critical accounting policies and estimates.
Specifically, our sales our standard shipping terms are FOB shipping point, and we record revenue when the product is shipped, net of estimated returns and discounts. For some customers,price concessions methodologies are significant estimates within the contractual shipping terms are FOB destination. For these shipments, we record revenue when the product is delivered, net of estimated returns and discounts. For franchise fees, we recognize revenue on a straight-line basis over the franchise term. The Company records revenue from royalty agreements in the period in which the royalty is earned.
Promotional products given to customers or potential customers are recognized as a cost of sales. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales.
Reserve for sales returns
recognition accounting policy. Our return policy allows end users and certain retailers rights to return purchased products. Due to the nature of the screen protection product line, end user returns for screen protection are generally not salvageable and are not included in inventory. We estimate a reserve for sales returns and record the estimated reserve amount as a reduction of sales in the consolidated statements of operations, and as a sales return reserve liability.liability in the consolidated balance sheets. When product isproducts are returned and isare expected to be resold, as is the case with returns of packaged screen protection, keyboards, audio products, cases, and power products, the impact is recorded as a reduction of revenues and cost of sales in the consolidated statements of operations, and as a reduction in the sales return reserve liability.liability with an increase in the right of return asset included in prepaid expenses and other current assets in the consolidated balance sheets. The sales returns estimate requires management to make estimatesjudgments regarding return rates for sales. Historicalsales whereby historical experience and actual claims and customer return rights are the key factors used in determining thesuch estimated sales return reserve.

Our price concession policy estimates price concessions to be granted on goods which are sold to distributors and retailers. We estimate a reserve using historical price concession data, and record the estimated reserve amount as a reduction of revenue in the consolidated statements of operations, and as a liability in the consolidated balance sheets. When we issue credits to customers on actual price concessions granted, the impact is recorded as a reduction of revenues and cost of sales in the consolidated statements of operations, and as a reduction in the liability in the consolidated balance sheets. The price concession estimate requires management to make judgments regarding price concessions for sales whereby historical experience and actual claims are key factors used in determining such estimated price concession reserve.

Business Combinations
We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. We engaged an independent third-party valuation firm to assist us in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The significant purchased classes of intangible assets recorded by us include trade names, patents and technology, customer relationships, non-compete agreements, and backlog. The fair values assigned to the identified intangible assets are discussed in Note 6 to the consolidated financial statements.
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Significant estimates in valuing certain intangible assets include but are not limited to: future expected cash flows related to each individual asset, market position of the trade names and assumptions about cash flow savings from the trade names, determination of useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and thus, actual results may differ from estimates.
Environmental, Social and Governance Initiatives
Overview
Corporate social responsibility has long been an integral part of our business and corporate culture. Environmental, social and governance initiatives (“ESG”) issues have been woven into our culture since our inception. As sustainability “best practices” evolve over time, so will our ESG initiatives and respective disclosures.
In 2018, we created a “Sustainability Working Group” consisting of dedicated internal resources and external advisors to address ESG factors related to us. The goal of the Sustainability Working Group is to improve our long-term performance utilizing ESG factors material to our business. Our framework for ESG factor evaluation and disclosure is informed by potential opportunities and risks for our business, views of our shareholders, leading ESG ratings agencies, and leading ESG reporting frameworks. Among the ESG reporting frameworks, we primarily utilized the Sustainability Accounting Standard Board's (“SASB”) Sustainability Accounting Standards relevant for our industry (SASB industry classification: Apparel, Accessories and Footwear and the Multiline and Specialty Retailers and Distributors). We determined that many of the topics in those standards represent trends and uncertainties that may materially impact our operational performance or financial condition.
In addition to considering the ESG impacts on our business, the views of our shareholders, the leading ESG frameworks, and ESG ratings agencies, we considered the ESG perspectives of other stakeholders, including but not limited to our employees, customers, and the communities in which we operate.
Our sustainability disclosures will evolve over time as our business continues to grow. At this time, our board of directors, management, and Sustainability Working Group identified the following topics for disclosure: Supply Chain, Packaging, Cybersecurity, Employee Diversity and Inclusion, Political/Lobbying Contributions, and Employee Transportation Incentives.
Supply Chain
Manufacturers’ Accountability – We comply with the California Transparency and Supply Chain Act, we have a zero-tolerance policy for slavery and human trafficking, and we hold our manufacturers to the highest standards. We require each of our manufacturers to agree to and execute our Manufacturer’s Code of Conduct, which requires our manufacturers to comply with all applicable laws and regulations, to treat each employee with dignity and respect, to not discriminate, and to provide all employees with a safe and healthy workplace. Furthermore, each manufacturer agrees that its factory may be inspected at any time and that any noncompliance will represent a breach of the applicable supply agreement.
We annually engage in internal verification activities to identify, assess and manage the risks of human trafficking in our product supply chain. We require each manufacturer to sign an agreement stating that it will only use subcontractors or independent contractors who are compliant with and agree to our Manufacturer’s Code of Conduct.
Internal Accountability – We have internal procedures for determining whether employees or contractors are complying with company standards regarding slavery and human trafficking. Our legal department conducts an annual training in which employees are trained on human trafficking and slavery awareness within our manufacturers. Our operations and product teams are required to attend such trainings as those departments are primarily responsible for monitoring compliance. Furthermore, we require each employee to be familiar with our Manufacturer’s Code of Conduct.
Foreign Corrupt Practice Act Policy – We comply with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). The FCPA makes it illegal for U.S. persons, including U.S. companies and their subsidiaries, officers, directors, employees and agents, and any stockbrokers acting on their behalf, to bribe foreign officials. The FCPA also requires U.S. companies and their subsidiaries to keep accurate and complete books and records and to maintain proper internal accounting controls. All of our employees are required to sign our FCPA policy and complete FCPA education.
Packaging
We regularly review our product packaging for environmental impact and cost. In 2018, we changed the packaging for our BRAVEN product line from acrylic to paper packaging. In addition, we opted to use white rather than black dry molded pulp trays to avoid the use of harmful oils/chemicals required in their development. We plan to continue to consider packaging enhancements for other product offerings and their respective environmental impacts for our products moving forward.
In addition to the BRAVEN packaging improvements, we invested in the packaging of our warranty mailer program. We offer a limited lifetime replacement program for our glass products. If the glass scratches or breaks, even through normal daily use, we will replace it for a $5.99 shipping and handling cost. The previous warranty process included a complete retail packaged glass replacement, packing slip, and return envelope, packed in a heavy card stock outbound shipping envelope. The new warranty mailer process eliminates the need for a packing slip and uses a different envelope that is 37% less paper, reducing costs as well as the environmental impact.
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The implementation of a streamlined, environmentally-friendly warranty replacement system not only led to a significant reduction in material used, but also reduced Carbon Dioxide (“CO2”) emissions. In 2018 alone, this new system reduced material usage by approximately 180,394 pounds, a 43.1% weight reduction. CO2 emissions from pre-consumer freight were reduced by over 447 tons. In addition, 89.6% of the materials used in the new system are recyclable, as opposed to only 64.1% of the materials used previously.
Cybersecurity
We continually monitor and address cybersecurity risk. We have taken action to ensure data privacy and security for our customers on our e-commerce platform as well as require regular cybersecurity training for our employees.
We continually train our employees on cybersecurity. A company-wide training program that started in the first quarter of 2018 received a 100% completion rate as of the end of the fourth quarter of 2018. The topics included the GDPR, email security, strong password creation and usage and phishing. The phishing training provided tangible results. The initial click rate was baselined at 18%. Following the training programs, the ZAGG click rate decreased to 8.4%.
In 2018, we invested in cybersecurity technologies and services that continue to bolster our defense in depth techniques, including: email security advancements such as safe attachment and uniform resource locator detonation capabilities; two-form authentication technologies providing secure access to key systems and services; automation of software patch management; and additional tools to test weak passwords across the organization.
In addition to significant cybersecurity investment, we made several information technology business process improvements that will result in a more secure environment for our customers and employees. Technology platforms that support key business processes are under review to align with business process improvements and lower our exposure to malicious attacks. In addition, our 2018 acquisition activity created many disparate e-commerce shopping experiences. A single consolidated e-commerce platform supporting cross brand shopping will be introduced in 2019. A single platform will bolster our cybersecurity defenses.
Diversity
We have a responsibility to create a workplace where our employees can thrive. We foster an inclusive culture where our employees can fully contribute their skills and talents. We want our employees to be valued and supported both at work and in their communities. We strive to maintain an environment of mutual respect, free of discrimination or harassment. At ZAGG, we seek to enable and support our employees by fostering transparency, collaboration and community.
The tables below provide information about our gender and ethnic employee diversity. Since 2016, we have increased in gender and ethnic diversity.
For the Years Ended December 31,
2018 2017 2016 
Female39.1 %39.6 %$35.0%
Male60.9 %60.4 %$65.0%
Total100.0 %100.0 %100.0 %

For the Years Ended December 31,
2018 2017 2016 
Asian9.0 %7.0 %$5.4%
Black or African American2.7 %1.6 %$1.0%
Hispanic or Latino6.5 %6.2 %$12.8%
Native Hawaiian or Other Pacific Islander0.4 %0.3 %$0.0%
Not Specified7.5 %10.8 %$0.5%
Two or more races3.7 %1.1 %$0.0%
White70.2 %73.0 %$80.3%
Total100.0 %100.0 %100.0 %
Political/Lobbying Contributions (amounts in thousands)
We have made no material political or lobbying contributions.
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Employee Transportation Incentives
Corporate sustainability is an integral part of our culture. We encourage our employees to limit their carbon footprint by providing transportation incentives.
Public Transit Incentive – We provide up to a $50 credit each month to each employee who uses public transit. The incentive is pro-rated for monthly employee usage. The table below presents the number of employees who qualified for the public transit incentive by participating office since 2016.
For the Years Ended December 31,
2018 2017 2016 
Irvine
Kalamazoo
Salt Lake City
Total13 
Carpool Incentive – Our employees who carpool 3 or more days per week, each week during a month, are eligible to receive a $50 gas card at the end of the month. Our employees who carpool 1-2 days per week, each week during a month, are eligible to receive a $25 gas card at the end of the month. The table below presents the number of employees who qualified for the carpool incentive by participating office since 2016.
For the Years Ended December 31,
2018 2017 2016 
Irvine
Kalamazoo37 17 
Salt Lake City
Total47 25 
Zero or Low-Emissions Vehicle Incentive – We are committed to taking steps to improve the environment in our local community. To this end, we provide a one-time incentive to employees who purchase a zero or low emissions vehicle. Employees who purchase a new electric or hybrid vehicle may be eligible for a $5,000 incentive. Employees who purchase a used electric or hybrid vehicle may be eligible for a $1,000 incentive. The table below presents the number of employees who qualified for the zero or low-emissions vehicle incentive by participating office since 2016.
For the Years Ended December 31,
2018 2017 2016 
Irvine
Kalamazoo
Salt Lake City
Total14 
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Results of Operations (in(amounts in thousands)
The following table sets forth our results of operations expressed as a percentage of net sales for the periods indicated (amountsindicated:
For the Years Ended December 31,
201820172016
Net sales $538,231 100.0 %$519,495 100.0 %$401,857 100.0 %
Cost of sales 352,358 65.5  350,497 67.5  274,255 68.2  
Gross profit 185,873 34.5  168,998 32.5  127,602 31.8  
Advertising and marketing 11,994 2.2  11,101 2.1  12,440 3.1  
Selling, general and administrative 108,623 20.2  105,398 20.3  96,229 23.9  
(Gain) loss on disputed mophie purchase price — —  (6,967)(1.3) 24,317 6.1  
Transaction costs 1,678 0.3  725 0.1  2,591 0.6  
Impairment of intangible asset — —  1,959 0.4  — — 
Amortization of long-lived intangibles 11,882 2.2  12,047 2.3  13,385 3.3  
Total operating expenses134,177 24.9  124,263 23.9  148,962 37.1  
Income (loss) from operations51,696 9.6  44,735 8.6  (21,360)(5.3) 
Interest expense(1,684)(0.3) (2,081)(0.4) (1,851)(0.5) 
Other (expense) income(483)(0.1) 698 0.1  (348)(0.1) 
Total other expense(2,167)(0.4) (1,383)(0.3) (2,199)(0.5) 
Income (loss) before provision for income taxes49,529 9.2  43,352 8.3  (23,559)(5.9) 
Income tax (provision) benefit(10,340)(1.9) (28,252)(5.4) 7,972 2.0  
Net income (loss)$39,189 7.3 %$15,100 2.9 %$(15,587)(3.9)%
YEAR ENDED DECEMBER 31, 2018, AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2017 (amounts in thousands):thousands, except per share data)
Net sales
Net sales for the year ended December 31, 2018, was $538,231 compared to net sales of $519,495 for the year ended December 31, 2017, an increase of $18,736 or 4%. The year-over-year change is due primarily to (1) the increase in screen protection which was driven by the new iPhone launch as well as the introduction of the Glass + VisionGuard screen protection products, and (2) the increase in sales of our power management products, particularly those accessories related to wireless charging. These increases were partially offset by a decrease in sales of power cases.
The percentage of net sales related to our key product categories for the years ended December 31, 2018 and 2017, was approximately:
For the Years Ended December 31,
20182017
Screen protection57%  48%  
Power management26%  26%  
Power cases6%  15%  
Audio5%  5%  
Keyboards5%  5%  
Other1%  1%  
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 For the Years Ended December 31,
 2017 2016 2015
Net sales$519,495
 100.0 % $401,857
 100.0 % $269,311
 100.0 %
Cost of sales350,497
 67.5
 274,255
 68.2
 167,627
 62.2
Gross profit168,998
 32.5
 127,602
 31.8
 101,684
 37.8
Advertising and marketing11,101
 2.1
 12,440
 3.1
 10,436
 3.9
Selling, general and administrative105,398
 20.3
 96,229
 23.9
 56,752
 21.1
(Gain) loss on disputed mophie purchase price(6,967) (1.3) 24,317
 6.1
 
 
Transaction costs725
 0.1
 2,591
 0.6
 179
 0.1
Impairment of intangible asset1,959
 0.4
 
 
 
 
Amortization of long-lived intangibles12,047
 2.3
 13,385
 3.3
 8,453
 3.1
Total operating expenses124,263
 23.9
 148,962
 37.1
 75,820
 28.2
Income (loss) from operations44,735
 8.6
 (21,360) (5.3) 25,864
 9.6
Interest expense(2,081) (0.4) (1,851) (0.5) (97) 
Other income (expense)698
 0.1
 (348) (0.1) (69) 
Total other expense(1,383) (0.3) (2,199) (0.5) (166) (0.1)
Income (loss) before provision for income taxes43,352
 8.3
 (23,559) (5.9) 25,698
 9.5
Income tax benefit (provision)(28,252) (5.4) 7,972
 2.0
 (10,111) (3.8)
Net income (loss)$15,100
 2.9
 $(15,587) (3.9) $15,587
 5.8
The percentage of net sales related to our key distribution channels for the years ended December 31, 2018 and 2017, was approximately:
For the Years Ended December 31,
20182017
Indirect88%  89%  
Website8%  8%  
Franchise4%  3%  
The percentage of net sales by geographic region for the years ended December 31, 2018 and 2017, was approximately:
For the Years Ended December 31,
20182017
United States84%  84%  
Europe9%  9%  
Other7%  7%  
Gross profit
Gross profit for the year ended December 31, 2018, was $185,873 or approximately 35% of net sales, compared to $168,998 or approximately 33% of net sales for the year ended December 31, 2017. The increase in gross profit margin was primarily attributable to the mix of screen protection products, our highest margin product category, which increased during the year ended December 31, 2018, to approximately 57% of net sales compared to approximately 48% of net sales during the year ended December 31, 2017.
Operating expenses
Total operating expenses for the year ended December 31, 2018, was $134,177, compared to operating expenses of $124,263 the year ended December 31, 2017, an increase of $9,914 or 8%. The increase in operating expenses was primarily attributable to (1) the $6,967 gain related to the settlement of litigation related to the disputed mophie purchase price in 2017 that did not recur in 2018, (2) increases in headcount to support the additional growth of the Company, (3) additional selling, general and administrative expense associated with the newly acquired BRAVEN and Gear4 businesses, and (4) transaction costs incurred in connection with the acquisition of BRAVEN and Gear4. These increases were partially offset by (1) a decrease in depreciation expense resulting from lower carrying amounts of property and equipment during the year ended December 31, 2018, (2) a $1,959 charge in 2017 related to the impairment of a patent that did not recur in 2018, and (3) operating expense synergies realized related to the mophie integration.
Income from operations
We reported income from operations of $51,696 for the year ended December 31, 2018, compared to $44,735 for the year ended December 31, 2017, an increase of $6,961. The increase in income from operations was primarily attributable to increases in net sales and gross profit, partially offset by an increase in operating expenses.
Other expense, net
For the year ended December 31, 2018, total other expense, net was $2,167 compared to total other expense, net of $1,383 for the year ended December 31, 2017, an increase of $784.
Income tax provision
We recognized an income tax provision of $10,340 for the year ended December 31, 2018, compared to $28,252 for the year ended December 31, 2017. From 2017 to 2018, our effective tax rate decreased from 65.2% to 20.9%. During the fourth quarter of 2017, the U.S. Government passed the Tax Act, which enacted significant changes to the U.S. federal tax code, including a reduction in the federal income tax rate for corporations from 35% to 21%. The lower rate was effective for the 2018 tax year. Moreover, because of the Tax Act, we recorded a one-time charge in 2017 of $12,353, substantially all of which was non-cash, to income tax expense primarily to reflect (1) the re-measurement of deferred tax assets utilizing the lower federal income tax rate and (2) the tax on mandatory deemed repatriation of foreign earnings. The reduction in the tax rate from 2017 to 2018 is significantly attributable to the factors noted above.
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Net income
As a result of these factors, we reported net income of $39,189 or $1.38 per share on a fully diluted basis for the year ended December 31, 2018, compared to $15,100 or $0.53 per share on a fully diluted basis for the year ended December 31, 2017.
YEAR ENDED DECEMBER 31, 2017, AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2016 (in(amounts in thousands, except per share data)
Net sales
Net sales for the year ended December 31, 2017 was $519,495 compared to net sales of $401,857 for the year ended December 31, 2016, an increase of $117,638 or 29%. The year-over-year change is due primarily to (1) the increase in sales of our power management products, particularly accessories supporting the wireless charging ecosystem, (2) increased sales of screen protection products in key wireless and retail accounts, particularly in international markets, and (3) the inclusion of 12 months of mophie sales during 2017 versus only 10 months in 2016. These increases were partially offset by a decrease in sales of keyboards.
The percentage of net sales related to our key product categories for the years ended December 31, 2017 and 2016, was approximately:
For the Years Ended December 31,
20172016
2017 2016
Screen protection48% 54%Screen protection48%  54%  
Power management26% 15%Power management26%  15%  
Power cases15% 15%Power cases15%  15%  
Audio5% 6%Audio5%  6%  
Keyboards5% 9%Keyboards5%  9%  
Other1% 1%Other1%  1%  
The percentage of net sales related to our key distribution channels for the years ended December 31, 2017 and 2016, was approximately:
For the Years Ended December 31, 
20172016
2017 2016
Indirect89% 87%Indirect89%  87%  
Website8% 9%Website8%  9%  
Franchise3% 4%Franchise3%  4%  
The percentage of net sales by geographic region for the years ended December 31, 2017 and 2016, was approximately:
For the Years Ended December 31, 
20172016
2017 2016
United States84% 88%United States84%  88%  
Europe9% 7%Europe9%  7%  
Other7% 5%Other7%  5%  
Gross profit
Gross profit for the year ended December 31, 2017 was $168,998 or approximately 33% of net sales, compared to $127,602 or approximately 32% of net sales for the year ended December 31, 2016. The increase in gross profit margin was primarily due to improvements in margins of mophie-branded product and a $2,586 charge incurred during 2016 related to the impact of the fair value write-up of mophie inventory that did not recur in 2017. This increase was partially offset by an increase in freight costs and a shift in the product mix whereby 2017 screen protection sales were a smaller percentage of overall sales compared to the prior year (although overall screen protection sales increased by $33,628 or 16%).
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Operating expenses
Total operating expenses for the year ended December 31, 2017, was $124,263, compared to operating expenses of $148,962 the year ended December 31, 2016, a decrease of $24,699 or 17%. The decrease in operating expenses was primarily attributable to (1) the $24,317 loss on disputed mophie purchase price in 2016 that did not recur in 2017, (2) a $6,967 gain recorded during the fourth quarter related to the settlement of litigation related to the disputed mophie purchase price, (3) synergies from cost reduction initiatives, (4) lower transaction-related costs, (5) a reduction in advertising and marketing spend, and (6) an overall reduction in amortization expense. These decreases were partially offset by the following increases in operating expense: (1) the inclusion of 12 months of mophie-related expenses for 2017 compared with 10 months in 2016, (2) the $1,959 impairment of an intangible asset in 2017, and (3) an increase in operating expense related to the launch of certain wireless charging accessories.
Income (loss)(Loss) from operations
We reported income from operations of $44,735 for the year ended December 31, 2017 compared to a loss from operations of ($21,360)$21,360 for the year ended December 31, 2016, an increase of $66,095. The increase in income from operations was primarily attributable to increases in net sales and gross profit, and a decrease in operating expenses primarily due to a $24,317 loss on disputed mophie purchase price in 2016 and the $6,967 gain recorded in 2017 related to the settlement of litigation related to the disputed mophie purchase price.
Other expense, net
For the year ended December 31, 2017, total other expense, net was $1,383 compared to total other expense, net of $2,199 for the year ended December 31, 2016, a decrease of $816 or 37%. The decrease in the balance was primarily due to an increase in other income in 2017.
Income taxes
We recognized an income tax expense of $28,252 for the year ended December 31, 2017, compared to income tax benefit of $7,972 for the year ended December 31, 2016. From 2016 to 2017, our effective tax rate increased from 33.8% to 65.2%. During the fourth quarter of 2017, the United StatesU.S. Government passed the Tax Act, which enacted significant changes to the United States’U.S. federal tax code, including a reduction in the federal income tax rate for corporations from 35% to 21%. As a result of the Tax Act, we recorded a one-time charge of $12,353, substantially all of which was non-cash, to income tax expense primarily to reflect (1) the re-measurementremeasurement of deferred tax assets utilizing the lower federal income tax rate and (2) the tax on mandatory deemed repatriation of foreign earnings.
Net income (loss)
As a result of these factors, we reported net income of $15,100 or $0.53 per share on a fully diluted basis for the year ended December 31, 2017 compared to net loss of $(15,587)$15,587 or $(0.56)$0.56 per share on a fully diluted basis for the year ended December 31, 2016.
YEAR ENDED DECEMBER
Liquidity and Capital Resources (amounts in thousands)
Comparison of the Year Ended December 31, 2016, AS COMPARED TO THE YEAR ENDED DECEMBER2018 to 2017
As of December 31, 2015 (in thousands, except per share data)
Net sales
Net sales2018, our principal sources of liquidity were cash generated by operations, cash on-hand, and net borrowings from revolving credit facilities. Our principal uses of cash have been for business acquisitions, purchase of property and equipment, purchase of treasury shares, and payments for the yearnet share settlement of restricted stock.
Cash and cash equivalents on-hand decreased to $15,793 on December 31, 2018, from $24,989 on December 31, 2017, a decrease of $9,196. The decrease in cash is largely the result of (1) $28,351 net payment in connection with the Gear4 acquisition, (2) $12,096 paid for the purchase of treasury shares, (3) $7,243 in purchases of property and equipment, (4) $4,451 payment in connection with the BRAVEN acquisition, and (5) $2,722 payments for the net share settlement of restricted stock. These expenditures are partially offset by $25,858 generated from operating activities and $20,825 net proceeds received from the term and revolving credit facilities. Of the $15,793 cash balance on December 31, 2018, cash from foreign entities totaled $14,271, which constitutes 90% of the total cash and cash equivalents balance.
Accounts receivable, net of allowances, increased to $156,667 on December 31, 2018, from $123,220 on December 31, 2017, an increase of $33,447. The increase in accounts receivable is largely due to higher sales from the month ended December 31, 2016 was $401,8572018 compared to net sales of $269,311 for the yearmonth ended December 31, 2015,2017.
Inventories increased to $82,919 on December 31, 2018, from $75,046 on December 31, 2017, an increase of $132,546 or 49%.$7,873. The increase in revenue from 2015 to 2016 was primarily relateddue to the following factors: (1) ten months of mophie sales totaling $113,749an increase in inventory from the March 3, 2016 acquisition date, (2) expanded product penetration with existing customers, (3)acquisitions of BRAVEN and Gear4.


continued success within the screen protection product category, particularly with InvisibleShield Glass, and (4) increased sales in Western Europe. These increases in sales were partially offset by promotional credits incurred during the fourth quarterAccounts payable decreased to drive increased mophie sell-through at retail. We continue to sell into our indirect channel retailers including Apple Inc., Best Buy Co Inc., Wal-Mart Stores Inc., AT&T Inc., Sprint Corp., Verizon Communications Inc., T-Mobile International, Target Corporation, Walgreens Boots Alliance, Inc., and The Carphone Warehouse; to domestic and foreign electronics accessory distributors; through our franchise program and through our websites, www.ZAGG.com and www.mophie.com.
The percentage of net sales related to our key product categories for the years ended$80,908 on December 31, 2016 and 2015, was approximately:
 2016 2015
Screen protection54% 67%
Power management15% 3%
Power cases15% %
Keyboards9% 19%
Audio6% 9%
Other1% 2%
The percentage of net sales related to our key distribution channels for years ended2018, from $96,472 on December 31, 2016 and 2015, was approximately:
 2016 2015
Indirect87% 89%
Website9% 5%
Franchise4% 6%
The percentage2017, a decrease of net sales by geographic region for the years ended December 31, 2016 and 2015, was approximately: 
 2016 2015
United States88% 91%
Europe7% 8%
Other5% 1%
Gross profit
Gross profit for the year ended December 31, 2016 was $127,602 or approximately 32% of net sales compared to $101,684 or approximately 38% of net sales for the year ended December 31, 2015.$15,564. The decrease in gross profit percentage wasis largely due to the impactlaunch of mophie gross profit margins,wireless charging products in the third quarter of 2017 which were 11%resulted in additional payables as of December 31, 2017.
As of December 31, 2018, working capital was $105,540 compared to ZAGG-segment gross profit$43,210 as of 40%. The lower margin for mophie was primarily driven by in-channel promotions and excess inventory write-offs in the current year.
Operating expenses
Total operating expenses for the year ended December 31, 2016 was $148,962,2017, an increase of $73,142, or 96%, compared to year ended December 31, 2015, of $75,820.$62,330. The $73,142 increaseimprovement in the working capital position was primarily attributable to (1) mophie operating expenses of $43,656 from the March 3, 2016 acquisition date, which included $6,304reductions in amortization of acquired intangibles and $2,160 in restructuring charges, (2) a loss recorded on the disputed mophie purchase price (includes the final working capital adjustmentaccounts payable and the impact of claims against the mophie shareholders for breaches of representations and warranties that directly impacted current assets and current liabilities) in the current period of $24,317, and (3) $2,591 in transaction expenses incurred by the Company as partshift of the mophie acquisition.line of credit from current liabilities to non-current liabilities.
(Loss) income from operations
We reported
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During the third quarter of 2015, our board of directors approved a loss from operationsstock repurchase program with no expiration date. As of ($21,360) for the year ended December 31, 2016, compared to income from operations2018, we have $5,462 remaining under this program. On March 11, 2019, our board of $25,864 fordirectors authorized the year ended December 31, 2015, a decrease of $47,224 or 183%. The decrease in income from operations was due primarily to (1) the mophie loss from operations of $31,177 and (2) a loss recorded on the disputed mophie purchase price (includes the final working capital adjustment and the impact of claims against the mophie shareholders for breaches of representations and warranties that directly impacted current assets and current liabilities) in the current period of $24,317. Since the date of acquisition, we continue to implement processes and procedures to optimize the mophie supply chain and improve operating results. These decreases were partially offset by improved profit margins from the ZAGG segment.


Other expense, net
For the year ended December 31, 2016, total other expense, net was $2,199 compared to $166 for the year ended December 31, 2015, an increase of $2,033 or 1,225%. The increase in other expense, net was due primarily to interest expense incurred under the Credit and Security Agreement.
Income taxes
We recognized an income tax benefit of $7,972 for the year ended December 31, 2016, compared to income tax expense of $10,111 for the year ended December 31, 2015. From 2015 to 2016, our effective tax rate decreased from 39.3% to 33.8%. The change in the effective tax rate for the year ended December 31, 2016, is primarily due to an inability to claim a domestic manufacturing deduction in 2016, the effectcancellation of the change in2015 stock repurchase program, and authorized a new stock repurchase program that grants the repurchase of up to $20,000 of our state rate as a result of the mophie acquisition, and permanent differences related to the acquisition of mophie. Due to the fact that the Company is in a loss position, any unfavorable permanent adjustments will result in a decrease in the effective tax rate.outstanding common stock.
Net (loss) income
As a result of these factors, we reported a net loss of $(15,587) or $(0.56) per share on a fully diluted basis for the year ended December 31, 2016, compared to net income of $15,587 or $0.54 per share on a fully diluted basis for the year ended December 31, 2015.
Liquidity and Capital Resources (in thousands)
Comparison of the Year Ended December 31, 2017 to 2016
At December 31, 2017, our principal sources of liquidity were cash generated by operations and cash on-hand. Our principal uses of cash have been to fund working capital requirements, make payments on outstanding debt, and purchase tooling for new products.
Cash and cash equivalents on-hand increased to $24,989 on December 31, 2017, from $11,604 on December 31, 2016, an increase of $13,385. The increase in cash is largely the net result of $34,074 in cash provided by operating activities, which was offset by $14,083 used in payment of outstanding debt, $5,766 in purchases of property and equipment, and $1,492 paid for the purchase of treasury stock. Of the $24,989 cash balance on December 31, 2017, cash from foreign entities totaled $14,844, which constitutes 59% of the total cash and cash equivalents balance.
Accounts receivable, net of allowances, increased to $123,220 on December 31, 2017, from $83,835 on December 31, 2016, an increase of $39,385. The increase in accounts receivable is largely due to the year-over-year increase in fourth quarter sales from $114,929 in the fourth quarter of 2016 to $176,924 in the fourth quarter of 2017, an increase of $61,995 or 54%.
Inventories increased to $75,046 on December 31, 2017, from $72,769 on December 31, 2016, an increase of $2,277. The increase was primarily due to the launch of wireless charging accessories during the fourth quarter of 2017. This increase was partially offset by improvements in planning, forecasting, and purchasing processes.
Accounts payable increased to $96,472 on December 31, 2017, from $85,022 on December 31, 2016, an increase of $11,450. The increase is largely driven by the overall increase in sales and business operations compared to the prior year.
At December 31, 2017, working capital was $43,210 compared to $(9,408) as of December 31, 2016. The improvement in working capital is largely due to increased sales and profitability at the Company. Further, it should be noted that the KeyBank Line of Credit2016 Revolver is classified as a current liability due to the existence of a lockbox agreement as required by current U.S. GAAP, although the outstanding balance is not due to be repaid until 2021.If2021. If the Line of Credit2016 Revolver were excluded from current liabilities, the working capital would be $66,685 on December 31, 2017, versus $21,899 on December 31, 2016.
During the third quarter of 2015, the Company’s board of directors approved a $20,000 stock repurchase program with no expiration date. As of December 31, 2017, the Company still has $17,558 remaining under this program.Debt and Credit Facilities
Comparison of the Year Ended December 31, 2016 to 2015
At December 31, 2016, our principal sources of liquidity were cash generated by operations, cash on-hand,On April 12, 2018, we entered into an amended and draws under our credit facilities. Our principal uses of cash have been to fund working capital requirements, acquire mophie, make payments on outstanding debt, and repurchase shares of ZAGG Inc common stock.
Cash and cash equivalents on-hand decreased to $11,604 on December 31, 2016, from $13,002 on December 31, 2015, a decrease of $1,398. The decrease in cash is largely the net result of $32,679 in cash provided by operating activities, $31,307 in net draws on the line ofrestated credit and $20,312 in net proceeds from the term loan; these increases in cash were offset by $74,743 used in the acquisition of mophie, $8,633 in purchases of property and equipment, $1,144 paid in debt issuance costs, and $951 paid for the purchase of treasury stock. Of the $11,604 cash balance on December 31, 2016, cash from foreign entities totaled $4,458, which constitutes 38% of the total cash and cash equivalents


balance. Cash and cash equivalents in the ZAGG segment totaled $10,976 compared to $628 in the mophie segment as of December 31, 2016. All cash and cash equivalents were within the ZAGG segment in the prior year.
Accounts receivable, net of allowances, increased to $83,835 on December 31, 2016, from $57,647 on December 31, 2015, an increase of $26,188. The increase is largely due to the acquisition of mophie during the year which accounted for $22,567 of the total accounts receivable balance as of December 31, 2016. In addition, the ZAGG-related business experienced higher sales of $288,108 in 2016 compared to $269,311 in 2015 which resulted in higher accounts receivable balances.
Inventories increased to $72,769 on December 31, 2016, from $45,912 on December 31, 2015, an increase of $26,857. The increase was due to the acquisition of mophie and related inventories, which totaled $39,527 at December 31, 2016. ZAGG inventories decreased to $33,241 on December 31, 2016, from $45,912 on December 31, 2015, a decrease of $12,671. The decrease in ZAGG inventory is due primarily to the continued focus and improvements in the Company’s planning and forecasting processes.
Accounts payable increased to $85,022 on December 31, 2016, from $33,846 on December 31, 2015, an increase of $51,176. The increase is largely driven by the acquisition of mophie which accounted for $44,584 as of December 31, 2016. The remaining increase was due to the increase in sales for the ZAGG segment compared to the prior year.
At December 31, 2016, working capital was $13,642 compared to $82,677 as of December 31, 2015. The decline in working capital is largely due to (1) the KeyBank line of credit being classified as a current liability due to the existence of a lockboxsecurity agreement although the outstanding balance is not due to be repaid until 2021, (2) the current portion of the KeyBank term loan, and (3) the mophie-segment sales and warranty reserve liability which totaled $20,514 compared to ZAGG-segment liability of $7,859 on sales of $113,749 and $288,108, respectively.
Debt and Letters of Credit
On March 3, 2016, the Company entered into a Credit and Security Agreement (“(the “2018 Credit and Security Agreement”) with KeyBank, as the administrative agent, Swing Line Lender and Issuing Lender, KeyBanc Capital Markets Inc., JP Morgan Chase Bank, N.Aas sole lead arranger and ZB, N.A dba Zions First National Bank.sole book runner, and other members of the lender group, which was subsequently amended by a first amendment agreement dated as of November 28, 2018 (as amended, the “2018 Credit and Security Agreement”).
The 2018 Credit and Security Agreement originally providedconsists of an $85,000$125,000 secured revolving credit commitment (“facility (the “2018 Revolver”). Borrowings, which is not subject to borrowing base limitations. In addition, at our option, (i) up to $40,000 of the 2018 Revolver may be made available for the issuance of letters of credit, and repayments(ii) we may obtain a term loan or increase the Maximum Revolver Amount of the 2018 Revolver by another $25,000 within a specified period defined in the 2018 Credit and Security Agreement. Proceeds from the 2018 Revolver were used to fully retire the 2016 term loan under the 2016 Credit and Security Agreement and thus, the 2018 Revolver may occur from time to time inis the Company’s ordinary courseonly credit instrument effective April 12, 2018. As of business through the maturity dateDecember 31, 2018, no letters of March 2, 2021, at which time any amounts outstanding arecredit were issued and $40,000 was available to be paid in full (60-month term). All borrowings under theissued for letters of credit.
The 2018 Revolver are subject to a borrowing base limit, which is calculated from outstanding accounts receivable and inventory, and reported to the administrative agent monthly. Interest on the Revolver will accrueinitially bears interest at an annual rate, at our option, of (i) the base rate (as defined in the 2018 Credit and Security Agreement) plus 0.5%a margin of 0.250% to 1.375% based on the prior quarter-end Leverage Ratio or LIBOR(ii) the Eurodollar Rate (as defined in the 2018 Credit and Security Agreement) plus 1.5%a margin of 1.250% to 2.375% based on the prior quarter-end Leverage Ratio. The 2018 Revolver matures April 11, 2023, subject to early termination in the event of default.
In addition, we are required to pay a monthly Applicable Commitment Fee Rate (as defined in the 2018 Credit and Security Agreement) that can fluctuate between 0.175% and 0.275% based on the Leverage Ratio (as defined in the 2018 Credit and Security Agreement). The Revolvercommitment fee is subject to an unused line fee calculated monthly using the Maximum Revolving Amount (as defined in the 2018 Credit and Security Agreement) at the end of each calendar month, minus the Revolving Credit Exposure (exclusive of the Swing Line Exposure) (each as 0.2%defined in the 2018 Credit and Security Agreement) at the end of such day, multiplied by the average unused amount of the Revolver.Applicable Commitment Fee Rate in effect on such day divided by three hundred sixty (360). The monthly commitment fee is payable quarterly in arrears, commencing on July 1, 2018, and continuing on each regularly scheduled payment date thereafter.
The 2018 Credit and Security Agreement contains customary representations and warranties and restrictive covenants. The 2018 Credit and Security Agreement also provides a $25,000 term loan commitment (“Term Loan”). Payments oncontains affirmative and negative covenants requiring, among other things, us to meet certain financial ratio tests and to provide certain information to the Term Loan are to be made in consecutive monthly installments commencing on April 1, 2016 and continuing until the Term Loan is paid in full on March 2, 2020 (48-month term). Interest on the Term Loan will accrue at the base rate plus 1.0% or at a rate of LIBOR plus 2.0%.
lenders. The 2018 Credit and Security Agreement also provides for letters of creditincludes financial maintenance covenants that require compliance with a fronting feeLeverage Ratio and a Fixed Charge Coverage Ratio (both defined in the 2018 Credit and Security Agreement), tested at the end of 0.125% (paid per annum) for all issued and outstanding letters of crediteach fiscal quarter commencing with the three months ended June 30, 2018.
32


The 2018 Credit and Security Agreement provides for a lockbox and cash collateral account and that allalso contains customary events of default. If an event of default occurs, the Company’s deposit accounts will be maintained withlenders under the administrative agent. The2018 Credit and Security Agreement is collateralizedwould be entitled to take various actions, including the acceleration of amounts due thereunder and all other actions permitted to be taken by substantially alla secured creditor.
As part of the assets of the Company and its subsidiaries. The2018 Credit and Security Agreement, establishes two debt covenants that are measured on a quarterly basis:
Maximum Leverage Ratio: Defined as the ratio of total funded indebtedness to Consolidated EBITDA (as definedlockbox arrangement requirement in the Credit and Security Agreement), which cannot be more than 3.50 on a trailing four quarter basis.
Minimum Fixed Charge Coverage: Defined as the ratio of Consolidated EBITDA (as defined in the Credit and Security Agreement) minus taxes, capital distributions and unfunded capital expenditures divided by the sum of interest payments, principal payments, and capital lease payments; the minimum allowed under the2016 Credit and Security Agreement is 1.10 on a trailing-four quarter basis.
In addition, on July 17, 2017, ZAGG Inc, KeyBank National Association , Zions First National Bank,was terminated and JPMorgan Chase Bank, N.A. (collectively, the “Lenders”), and KeyBank, as the administrative agent for the Lenders, entered into a Third Amendment Agreement (“Amendment”), which amended the original Credit and Security Agreement as follows:
Increased the Maximum Revolving Amount, as defined in the Credit Agreement,thus, we now have full control of cash upon receipt from $85,000 to:
$135,000 from July 17, 2017 to December 31, 2017;
$110,000 from January 1, 2018 to May 31, 2018; and
$100,000 from June 1, 2018, forward.
Expanded Permitted Foreign Subsidiary Loans, Guaranties and Investments, as defined in the Credit Agreement, to include:
A $2,000 loan dated April 5, 2017, from the Company to ZAGG International Distribution Limited; and


Any other loan or investment by the company or any domestic subsidiary of the Company in or to, or guaranty of indebtedness of, any foreign subsidiary of the Company for the period July 17, 2017, to March 31, 2018, in an aggregate amount not to exceed $8,000.
Increased the Letter of Credit Commitment, as defined in the Credit Agreement, from $7,500 to an aggregate amount of $40,000.
Increased the Borrowing Base, as defined the Credit Agreement, on a seasonal basis between August 1, 2017, and September 30, 2017, by $15,000, which seasonal increase to the Borrowing Base was subsequently extended by the Lenders to October 31, 2017.
In connection with the Amendment, the Company also entered into replacement revolving credit notes with each of the Lenders. In addition, the Company directed KeyBank in the third quarter of 2017 to establish an irrevocable standby letter of credit (“Letter of Credit”) to support purchases of inventory from a key supplier. The Credit and Security Agreement requires that the face value of the Letter of Credit reduce the Borrowing Base under the existing Line of Credit.
From September 4, 2017, through September 17, 2017, the face value amount of the Letter of Credit was $10,000. From September 18, 2017, through February 28, 2018 (the end of the contractual period), the face value was increased to $25,000. The Company agreed to pay interest at an annual rate of 1.625% calculated on the face value amount and paid quarterly, which interest is classified in interest expense on the consolidated statement of operations.customers.
Based on our current operations, we believe that cash generated from operations, cash on hand, and available borrowings under the 2018 Credit and Security Agreement will be adequate to meet our expected capital expenditures and working capital needs for the next 12 months and beyond. However, we operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, we may need to raise additional funds through the sale of equity or debt securities or from debt facilities. Additional capital, if needed, may not be available on satisfactory terms, if at all.
Contractual Obligations and Commitments (in(amounts in thousands)
The following table provides information on our contractual obligations as of December 31, 2017:2018:
Payments Due by Period (1)
TotalLess Than 1 Year1 - 3 years3 - 5 yearsMore than 5 years
2018 Credit and Security Agreement$58,363 $— $— $58,363 $— 
Operating leases15,088 3,198 5,299 4,493 2,098 
Total$73,451 $3,198 $5,299 $62,856 $2,098 
  Payments due by period
Contractual Obligations Total Less Than 1 Year 1 - 3 years 3 - 5 years More than 5 years
Credit and security agreement $37,538
 $14,063
 $23,475
 $
 $
Operating leases 9,311
 2,107
 3,133
 2,960
 1,111
Total $46,849
 $16,170
 $26,608
 $2,960
 $1,111
(1)Unrecognized uncertain tax benefits of $2,278$1,398 are not included in the table above as we are not sure when the amount will be paid.
Off Balance Sheet Arrangements
As of December 31, 2017,2018, there were no off balance sheet arrangements, except our operating lease commitments.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks in the ordinary course of our business. These risks result primarily from changes in foreign currency exchange rates and interest rates. In addition, our international operations are subject to risks related to differing economic conditions, changes in political climate, differing tax structures, and other regulations and restrictions.
To date we have not utilized derivative financial instruments or derivative commodity instruments. We do not expect to employ these or other strategies to hedge market risk in the foreseeable future. We invest a portion of our cash in money market funds, which are subject to minimal credit and market risk. We believe that the market risks associated with these financial instruments are immaterial, although there can be no guarantee that these market risks will be immaterial to us.
See “Liquidity and Capital Resources” in this Annual Report on Form 10-K for further discussion of our financing facilities and capital structure. Market risk, calculated as the potential change in fair value of our cash equivalents and line of credit resulting from a hypothetical 1.0% (100 basis point) change in interest rates, was not material atas of December 31, 2017.2018.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and notes thereto are set forth beginning on page F-1 of this Annual Report on Form 10-K.


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
33


ITEM 9A. CONTROLS AND PROCEDURES
1.1Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of December 31, 2017.2018. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are not effective dueand were designed to material weaknesses described belowprovide reasonable assurance that information required to be included in Item 9A.2.our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported as specified in the SEC’s rules and forms.
2.2Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our consolidated financial statements.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20172018, based on the framework in "Internal“Internal Control-Integrated Framework"Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management identified the followingdetermined that our internal control deficiencies:over financial reporting was effective based on these criteria as of December 31, 2018.
The Company’s control environment was ineffective becauseOn November 30, 2018, we failed to establish appropriate authorities and responsibilities in alignment with the objectivesacquired Gear4. As permitted by SEC guidance for newly acquired businesses, we excluded Gear4 from our assessment of internal control over financial reporting, which represented total assets of $47,575 and total revenues of $2,955, as of and for the period from the closing of the acquisitions to certain employees; andDecember 31, 2018.
The Company’sOur independent registered public accounting firm, KPMG LLP, has issued an attestation report on our internal control over financial reporting, which is included at 9A.5 below.
34


3. Changes in Internal Control Over Financial Reporting
As a result of the material weakness which existed as of December 31, 2017 related to the ineffective control environment, risk assessment, process was ineffective because we failed to consider changes in the business operations and their impact on financial reporting and internal controls.
Consequently, we failed to design and implement effective control activities related toregarding (1) the tracking and accounting for customer product returns; and (2) accounting for accounts receivable related to sales returns with a significant customer, as of December 31, 2017.
The control deficiencies described above resulteddiscussed in an immaterial misstatement to net sales, accounts receivable, cost of goods sold, and inventory as of andour Annual Report on Form 10-K for the year ended December 31, 2017, which was corrected prior to issuance ofmanagement has completed the 2017 consolidated financial statements in this report. The control deficiencies described above created a reasonable possibility that a material misstatementfollowing changes to the consolidated financial statements would not be prevented or detected in a timely basis. As a result, management concludedCompany’s internal controls that the deficiencies represent a material weakness and accordinglyhave materially affected our internal control over financial reporting was not effective as of December 31, 2017.
Our independent registered public accounting firm, KPMG LLP, has issued an adverse report on the effectiveness of our internal control over financial reporting, which is included at 9A.6 below.
3.Changes in Internal Control Over Financial Reporting
Except for the identification of the material weakness noted above during the fourth quarteryear ended December 31, 2017, there were no changes in our internal control over financial reporting that occurred during the fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.2018:


4.Remediation Plan
We will execute the following steps in 2018 to remediate the aforementioned material weakness in our internal control over financial reporting:
EnhanceEnhanced our control environment by establishing appropriate authorities and responsibilities in alignment with the objectives of internal control over financial reporting;
ImplementImplemented a cross functional risk assessment process to identify and assess changes in the business that could significantly impact internal control over financial reporting;
DesignDesigned and implementimplemented control activities over the customer returns process;
DesignDesigned and implementimplemented control activities over the management of accounts receivable transactions due to the growth of the Company; and
Evaluate whetherDesigned and implemented certain automated control activities can be automatedprocesses to replace manual processes.
5.Management has assessed the above identified changes to its internal control over financial reporting to ensure that the changes have been properly designed and implemented and are operating effectively. The assessment performed has allowed management to conclude that the material weakness at December 31, 2017 has been remediated and that internal control over financial reporting was effective as of December 31, 2018.
4. Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
6.
35


5. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholdersStockholders and boardBoard of directorsDirectors
ZAGG Inc:
Opinion on Internal Control Over Financial Reporting
We have audited ZAGG IncsInc’s and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2017,2018, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2017,2018, and the related notes (collectively, the “consolidated financial statements”), and our report dated March 14, 20182019 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combinationThe Company acquired Gear4 HK Limited (“Gear4”) during 2018, and management excluded from its assessment of deficiencies, inthe effectiveness of the Company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to the control environment, risk assessment and control activities related to customer product returns and accounts receivable as of December 31, 2017 has been identified2018, Gear4’s internal control over financial reporting associated with total assets of $47,575,000 and total revenues of $2,955,000 included in management’s assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2017 consolidated financial statements of the Company as of and this report does not affect our report on those consolidatedfor the year ended December 31, 2018. Our audit of internal control over financial statements.reporting of the Company also excluded an evaluation of the internal control over financial reporting of Gear4.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A.2).Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Salt Lake City, Utah
March 14, 20182019




36


ITEM 9B.OTHER INFORMATION
ITEM 9B. OTHER INFORMATION
None.
PART III
Items 10, 11, 12, 13 and 14 in Part III of this reportAnnual Report on Form 10-K are incorporated herein by reference to our definitive proxy statement for our 20182019 Annual Meeting of Stockholders. We intend to file our definitive proxy statement with the SEC not later than 120 days after December 31, 2017,2018, pursuant to Regulation 14A of the Exchange Act.
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.EXECUTIVE COMPENSATION
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
15(a)(1). Financial Statements.
The following Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report:
Report on Form 10-K:
CONTENTSPAGE
CONTENTSPage
Consolidated Financial Statements:



15(a)(2).  Financial Statement Schedules.
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.


37


15(a)(3).  Exhibits.
Exhibit Number
Description
Exhibit Number
Description
10.2* 
10.3* 
38


EX-101.INS
EX-101.INSXBRL Instance Document
EX-101.SCHXBRL Taxonomy Extension Schema Document
EX-101.CALXBRL Taxonomy Extension Calculation Linkbase
EX-101.DEFXBRL Taxonomy Extension Definition Linkbase
EX-101.LABXBRL Taxonomy Extension Labels Linkbase
39


EX-101.PREXBRL Taxonomy Extension Presentation Linkbase
*Management compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.

Management compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.
ITEM 16.FORM 10-K SUMMARY
ITEM 16. FORM 10-K SUMMARY
None.
40


SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZAGG INC
ZAGG INC
Dated: March 14, 20182019 By:/s/ CHRIS M. AHERN
Chris M. Ahern
CEOChief Executive Officer & Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Dated: March 14, 20182019 By:/s/ CHRIS M. AHERN
Chris M. Ahern
CEOChief Executive Officer & Director
(Principal Executive Officer)
Dated: March 14, 20182019 By:/s/ BRADLEY J. HOLIDAY
Bradley J. Holiday
Chief Financial Officer
(Principal Accounting and Financial Officer)
Dated: March 14, 20182019 By:/s/ CHERYL A. LARABEE
Cheryl A. Larabee
Chairperson
Dated: March 14, 20182019 By:/s/ DANDANIEL R. MAURER
DanDaniel R. Maurer
Director
Dated: March 14, 20182019 By:/s/ TODD HEINERMICHAEL T. BIRCH
Todd HeinerMichael T. Birch
Director
Dated: March 14, 20182019 By:/s/ P. SCOTT STUBBS
P. Scott Stubbs
Director



41


ZAGG INC AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
CONTENTSPAGE
CONTENTSPage
Consolidated Financial Statements:



1


Report of Independent Registered Public Accounting Firm
To the stockholdersStockholders and boardBoard of directorsDirectors
ZAGG Inc:
Opinion on the ConsolidatedFinancial Statements
We have audited the accompanying consolidated balance sheets of ZAGG, Inc and subsidiaries (the “Company”) as of December 31, 20172018 and 2016,2017, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2018, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172018 and 2016,2017, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 20182019 expressed an adverseunqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers in 2018 due to the adoption of Accounting Standards Codification Topic 606 – Revenue from Contracts with Customers.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Salt Lake City, Utah
March 14, 20182019





2

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except par value)
 December 31,
 2017 2016
    
ASSETS   
Current assets   
Cash and cash equivalents$24,989
 $11,604
Accounts receivable, net of allowances of $734 and $824123,220
 83,835
Inventories75,046
 72,769
Prepaid expenses and other current assets4,547
 3,414
Income tax receivable
 2,814
Total current assets227,802
 174,436
    
Property and equipment, net of accumulated depreciation of $12,540 and $18,37113,444
 17,755
Goodwill12,272
 12,272
Intangible assets, net of accumulated amortization of $66,639 and $55,29839,244
 53,362
Deferred income tax assets24,403
 50,363
Other assets3,426
 2,541
Total assets$320,591
 $310,729
    
LIABILITIES AND STOCKHOLDERS' EQUITY   
Current liabilities   
Accounts payable$96,472
 $85,022
Income tax payable2,052
 
Accrued liabilities10,515
 22,216
Sales returns liability32,189
 28,373
Accrued wages and wage related expenses5,652
 6,169
Deferred revenue315
 273
Line of credit23,475
 31,307
Current portion of long-term debt, net of deferred loan costs of $141 and $6513,922
 10,484
Total current liabilities184,592
 183,844
    
Non-current portion of long-term debt, net of deferred loan costs of $0 and $141
 9,623
Total liabilities184,592
 193,467
    
Stockholders' equity   
Common stock, $0.001 par value; 100,000 shares authorized; 34,104 and 33,840 shares issued34
 34
Additional paid-in capital96,145
 92,782
Accumulated other comprehensive loss(348) (2,114)
Treasury stock, 6,065 and 5,831 common shares at cost(37,637) (36,145)
Retained earnings77,805
 62,705
    
Total stockholders' equity135,999
 117,262
Total liabilities and stockholders' equity$320,591
 $310,729
As of December 31,
20182017
ASSETS
Current assets:
Cash and cash equivalents $15,793 $24,989 
Accounts receivable, net of allowances of $885 and $734 156,667 123,220 
Income tax receivable375 — 
Inventories 82,919 75,046 
Prepaid expenses and other current assets 5,473 4,547 
Total current assets261,227 227,802 
Property and equipment, net of accumulated depreciation of $11,844 and $12,54016,118 13,444 
Intangible assets, net of accumulated amortization of $78,627 and $66,63952,054 39,244 
Deferred income tax assets19,403 24,403 
Goodwill27,638 12,272 
Other assets1,571 3,426 
Total assets$378,011 $320,591 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $80,908 $96,472 
Income tax payable — 2,052 
Sales returns liability54,432 34,536 
Accrued wages and wage related expenses6,624 5,652 
Accrued liabilities 13,723 8,168 
Deferred revenue — 315 
Line of credit — 23,475 
Current portion of long-term debt, net of deferred loan costs of $0 and $141 — 13,922 
Total current liabilities155,687 184,592 
Line of credit58,363 — 
Other long-term liabilities 5,470 — 
Total liabilities219,520 184,592 
Commitments and contingencies (Note 13) 
Stockholders' equity:
Common stock, $0.001 par value; 100,000 shares authorized; 34,457 and 34,104 shares issued 34 34 
Treasury stock, 6,983 and 6,065 common shares, at cost(49,733)(37,637)
Additional paid-in capital 96,486 96,145 
Accumulated other comprehensive loss (1,410)(348)
Retained earnings 113,114 77,805 
158,491 135,999 
Total stockholders' equity
Total liabilities and stockholders' equity$378,011 $320,591 
See accompanying notes to consolidated financial statements.



3

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 2015201820172016
     
Net sales$519,495
 $401,857
 $269,311
Net sales$538,231 $519,495 $401,857 
Cost of sales350,497
 274,255
 167,627
Cost of sales352,358 350,497 274,255 
Gross profit168,998
 127,602
 101,684
Gross profit185,873 168,998 127,602 
     
Operating expenses:     Operating expenses:
Advertising and marketing11,101
 12,440
 10,436
Selling, general and administrative105,398
 96,229
 56,752
(Gain) loss on disputed mophie purchase price(6,967) 24,317
 
Transaction costs725
 2,591
 179
Impairment of intangible asset1,959
 
 
Amortization of long-lived intangibles12,047
 13,385
 8,453
Advertising and marketing 11,994 11,101 12,440 
Selling, general and administrative 108,623 105,398 96,229 
(Gain) loss on disputed mophie purchase price — (6,967)24,317 
Transaction costs 1,678 725 2,591 
Impairment of intangible asset — 1,959 — 
Amortization of long-lived intangibles 11,882 12,047 13,385 
Total operating expenses124,263
 148,962
 75,820
Total operating expenses134,177 124,263 148,962 
     
Income (loss) from operations44,735
 (21,360) 25,864
Income (loss) from operations51,696 44,735 (21,360)
     
Other income (expense):     Other income (expense):
Interest expense(2,081) (1,851) (97)
Other income (expense)698
 (348) (69)
Interest expense (1,684)(2,081)(1,851)
Other (expense) income (483)698 (348)
Total other expense(1,383) (2,199) (166)Total other expense(2,167)(1,383)(2,199)
     
Income (loss) before provision for income taxes43,352
 (23,559) 25,698
Income (loss) before provision for income taxes49,529 43,352 (23,559)
     
Income tax (provision) benefit(28,252) 7,972
 (10,111)Income tax (provision) benefit(10,340)(28,252)7,972 
     
Net income (loss)$15,100
 $(15,587) $15,587
Net income (loss)$39,189 $15,100 $(15,587)
     
Earnings (loss) per share attributable to stockholders:     Earnings (loss) per share attributable to stockholders:
Basic earnings (loss) per share$0.54
 $(0.56) $0.54
Diluted earnings (loss) per share$0.53
 $(0.56) $0.54
Basic earnings (loss) per share$1.40 $0.54 $(0.56)
Diluted earnings (loss) per share$1.38 $0.53 $(0.56)
See accompanying notes to consolidated financial statements.



4

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
 For the Years Ended December 31,
 2017 2016 2015
      
Net income (loss)15,100
 (15,587) 15,587
      
Other comprehensive gain (loss), net of tax:     
Foreign currency translation gain (loss)1,766
 (517) (702)
      
Total other comprehensive income (loss)1,766
 (517) (702)
      
Comprehensive income (loss)$16,866
 $(16,104) $14,885
For the Years Ended December 31,
201820172016
Net income (loss)$39,189 $15,100 $(15,587)
Other comprehensive (loss) gain, net of tax:
Foreign currency translation (loss) gain (1,062)1,766 (517)
Total other comprehensive (loss) income(1,062)1,766 (517)
Comprehensive income (loss)$38,127 $16,866 $(16,104)
See accompanying notes to consolidated financial statements.


ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
 Common Stock            
 Shares Amount Additional
Paid-in
Capital
 Accumulated
Other Comprehensive
Income (Loss)
 Note
Receivable Collateralized
By Stock
 Treasury
Stock
 Retained
Earnings
 Total
Stockholders'
Equity
Balances, December 31, 201432,686
 $33
 $85,154
 $(895) $(348) $(19,576) $62,705
 $127,073
                
Net income
 
 
 
 
 
 15,587
 15,587
Other comprehensive loss
 
 
 (702) 
 
 
 (702)
                
Purchase of 2,030 shares of treasury stock
 
 
 
 
 (14,930) 
 (14,930)
Foreclosure of 80 shares of stock collateralizing note receivable
 
 
 
 348
 (688) 
 (340)
Option exercises118
 
 168
 
 
 
 
 168
Warrant exercises45
 
 38
 
 
 
 
 38
Restricted stock release349
 
 
 
 
 
 
 
Consideration for acquisition of patent21
 
 198
 
 
 
 
 198
Stock-based compensation expense
 
 3,893
 
 
 
 
 3,893
Payment of withholding taxes on restricted stock units
 
 (724) 
 
 
 
 (724)
Excess tax benefit (shortfall) related to share-based payments
 
 256
 
 
 
 
 256
Balances, December 31, 201533,219
 $33
 $88,983
 $(1,597) $
 $(35,194) $78,292
 $130,517
                
Net loss
 
 
 
 
 
 (15,587) (15,587)
Other comprehensive loss
 
 
 (517) 
 
 
 (517)
                
Purchase of 152 shares of treasury stock
 
 
 
 
 (951) 
 (951)
Option exercises21
 
 
 
 
 
 
 
Warrant exercises7
 
 54
 
 
 
 
 54
Restricted stock release589
 1
 
 
 
 
 
 1
Employee stock purchase plan release4
 
 
 
 
 
 
 
Stock-based compensation expense
 
 3,830
 
 
 
 
 3,830
Payment of withholding taxes on restricted stock units
 
 (630) 
 
 
 
 (630)
Excess tax benefit (shortfall) related to share-based payments
 
 545
 
 
 
 
 545
Balances, December 31, 201633,840
 $34
 $92,782
 $(2,114) $
 $(36,145) $62,705
 $117,262
                
Net income
 
 
 
 
 
 15,100
 15,100
Other comprehensive income
 
 
 1,766
 
 
 
 1,766
                
Purchase of 234 shares of treasury stock
 
 
 
 
 (1,492) 
 (1,492)
Restricted stock release262
 
 
 
 
 
 
 
Employee stock purchase plan release2
 
 29
 
 
 
 
 29
Stock-based compensation expense
 
 3,602
 
 
 
 
 3,602
Payment of withholding taxes on restricted stock units
 
 (268) 
 
 
 
 (268)
Balances, December 31, 201734,104
 $34
 $96,145
 $(348) $
 $(37,637) $77,805
 $135,999
See accompanying notes to consolidated financial statements.

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars and shares in thousands)
5
 For the Years Ended December 31,
 2017 2016 2015
      
Cash flows from operating activities     
Net income (loss)$15,100
 $(15,587) $15,587
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
  
  
Stock-based compensation3,602
 3,830
 3,893
Excess tax costs (benefits) related to share-based payments
 (641) 256
Depreciation and amortization21,889
 22,271
 12,933
Loss on disposal of property and equipment34
 
 
Reduction in reserve on note receivable upon foreclosure recovery
 
 (639)
Deferred income taxes14,168
 (7,972) (1,162)
Revaluation of deferred income taxes from U.S. tax reform11,806
 
 
Amortization of deferred loan costs263
 202
 60
Impairment of intangible asset1,959
 
 
(Gain) loss on disputed mophie purchase price(6,967) 24,317
 
Changes in operating assets and liabilities (net of amounts acquired): 
  
  
Accounts receivable, net(38,093) (11,587) 18,383
Inventories(906) (2,198) 2,064
Prepaid expenses and other current assets(1,113) 422
 (651)
Other assets(928) (330) 551
Accounts payable10,677
 14,094
 (14,635)
Income taxes receivable (payable)4,866
 9,994
 (7,366)
Accrued liabilities(4,505) 2,836
 (3,410)
Accrued wages and wage related expenses(517) 1,819
 (356)
Deferred revenue42
 246
 (162)
Sales returns liability3,719
 (9,037) (814)
Other(1,022) 
 
      
Net cash provided by operating activities34,074
 32,679
 24,532
      
Cash flows from investing activities   
  
Purchase of property and equipment (net of business acquired)(5,766) (8,633) (4,910)
Proceeds from disposal of equipment29
 
 
Purchase of mophie, net of cash acquired
 (74,743) 
      
Net cash used in investing activities(5,737) (83,376) (4,910)
      
Cash flows from financing activities 
  
  
Payment of debt issuance costs(157) (1,144) 
Proceeds from revolving credit facility434,826
 336,391
 9,871
Payments on revolving credit facility(442,659) (305,084) (9,871)
Proceeds from term loan facility
 25,000
 
Payments on term loan facility(6,250) (4,688) 

F- 7

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)EQUITY
(Dollars and sharesamounts in thousands)


Common Stock 
Shares Amount Additional
Paid-in
Capital 
Accumulated
Other Comprehensive
Loss 
Treasury
Stock 
Retained
Earnings 
Total
Stockholders'
Equity 
Balances, December 31, 201533,219 $33 $88,983 $(1,597)$(35,194)$78,292 $130,517 
Net loss — — — — — (15,587)(15,587)
Other comprehensive loss — — — (517)— — (517)
Purchase of 152 shares of treasury stock — — — — (951)— (951)
Option exercises 21 — — — — — — 
Warrant exercises — 54 — — — 54 
Restricted stock release 589 — — — — 
Employee stock purchase plan release — — — — — — 
Stock-based compensation expense — — 3,830 — — — 3,830 
Payment of withholding taxes on restricted stock units — — (630)— — — (630)
Excess tax benefit related to share-based payments — — 545 — — — 545 
Balances, December 31, 201633,840 $34 $92,782 $(2,114)$(36,145)$62,705 $117,262 
Net income — — — — — 15,100 15,100 
Other comprehensive income — — — 1,766 — — 1,766 
Purchase of 234 shares of treasury stock — — — — (1,492)— (1,492)
Restricted stock release 262 — — — — — — 
Employee stock purchase plan release — 29 — — — 29 
Stock-based compensation expense — — 3,602 — — — 3,602 
Payment of withholding taxes on restricted stock units — — (268)— — — (268)
Balances, December 31, 201734,104 $34 $96,145 $(348)$(37,637)$77,805 $135,999 
Cumulative effect of accounting change — — — — — (3,880)(3,880)
Balances after cumulative effect of accounting change 34,104 $34 $96,145 $(348)$(37,637)$73,925 $132,119 
Net income — — — — — 39,189 39,189 
Other comprehensive loss — — — (1,062)— — (1,062)
Purchase of 918 shares of treasury stock — — — — (12,096)— (12,096)
Restricted stock release 351 — — — — — — 
Employee stock purchase plan release — 54 — — — 54 
Stock-based compensation expense — — 3,009 — — — 3,009 
Payment of withholding taxes on restricted stock units — — (2,722)— — — (2,722)
Balances, December 31, 201834,457 $34 $96,486 $(1,410)$(49,733)$113,114 $158,491 
Purchase of treasury stock(1,492) (951) (14,930)
Payment of withholdings tax on restricted stock units(268) (630) (724)
Proceeds from exercise of warrants and options29
 54
 207
Excess tax costs (benefits) related to share-based payments
 641
 (256)
      
Net cash provided by (used in) financing activities(15,971) 49,589
 (15,703)
      
Effect of foreign currency exchange rates on cash and cash equivalents1,019
 (290) (378)
      
Net increase (decrease) in cash and cash equivalents13,385
 (1,398) 3,541
      
Cash and cash equivalents at beginning of the period11,604
 13,002
 9,461
      
Cash and cash equivalents at end of the period$24,989
 $11,604
 $13,002
      
Supplemental disclosure of cash flow information 
  
  
Cash paid during the period for interest$1,776
 $1,497
 $46
Cash paid (refunded) during the period for taxes, net$(2,174) $(9,521) $18,710
See accompanying notes to consolidated financial statements.


F- 8
6

ZAGG INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars and shares in thousands)


Supplemental schedule of noncash investing and financing activities
For the year ended December 31, 2017:
Purchase of $492 in fixed assets financed through accounts payable.
For the year ended December 31, 2016:
Purchase of mophie financed through contingent payments of $12,139.
Purchase of $758 in fixed assets financed through accounts payable.
For the year ended December 31, 2015:
Purchase of $269 in fixed assets financed through accounts payable.
Purchase of $1,218 in fixed assets financed through tenant improvement allowance.
Foreclosure on real property valued at $1,099 that served as collateral to the note receivable (recorded as a component of other assets in the consolidated balance sheet).
Foreclosure on the Company’s common stock valued at $688 that served as collateral to the note receivable (recorded as treasury stock in the consolidated balance sheet).
Issued 21 shares of common stock with a fair value of $198 in connection with the purchase of a patent.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & sharesamounts in thousands, except per share data)
 For the Years Ended December 31,
 201820172016
Cash flows from operating activities:
Net income (loss)$39,189 $15,100 $(15,587)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Stock-based compensation3,009 3,602 3,830 
Excess tax benefits related to share-based payments— — (641)
Depreciation and amortization18,288 21,889 22,271 
Loss on disposal of property and equipment38 34 — 
Deferred income taxes (benefits)4,992 14,168 (7,972)
Revaluation of deferred income taxes from U.S. tax reform— 11,806 — 
Amortization of deferred loan costs191 263 202 
Loss on modification of debt243 — — 
Impairment of intangible asset— 1,959 — 
(Gain) loss on disputed mophie purchase price— (6,967)24,317 
Changes in operating assets and liabilities (net of amounts acquired):   
Accounts receivable, net(33,119)(38,093)(11,587)
Inventories(3,405)(906)(2,198)
Prepaid expenses and other current assets1,192 (1,113)422 
Other assets1,805 (928)(330)
Accounts payable(18,714)10,677 14,094 
Income taxes (payable) receivable(3,827)4,866 9,994 
Accrued liabilities747 (4,505)2,836 
Accrued wages and wage related expenses990 (517)1,819 
Deferred revenue— 42 246 
Sales returns liability13,889 3,719 (9,037)
Other350 (1,022)— 
Net cash provided by operating activities25,858 34,074 32,679 
Cash flows from investing activities:  
Purchase of property and equipment (net of business acquired)(7,243)(5,766)(8,633)
Proceeds from disposal of equipment25 29 — 
Purchase of mophie, net of cash acquired— — (74,743)
Purchase of BRAVEN(4,451)— — 
Purchase of Gear4, net of cash acquired(28,351)— — 
Net cash used in investing activities(40,020)(5,737)(83,376)
See accompanying notes to consolidated financial statements.

7

ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
For the Years Ended December 31, 
2018 2017 2016 
Cash flows from financing activities:   
Payment of debt issuance costs(463)(157)(1,144)
Proceeds from revolving credit facility358,980 434,826 336,391 
Payments on revolving credit facility(336,071)(442,659)(305,084)
Proceeds from term loan facility— — 25,000 
Payments on term loan facility(2,084)(6,250)(4,688)
Purchase of treasury stock(12,096)(1,492)(951)
Payment of withholdings tax on restricted stock units(2,722)(268)(630)
Proceeds from issuance of stock under employee stock purchase plan and exercise of warrants54 29 54 
Excess tax costs related to share-based payments— — 641 
Net cash provided by (used in) financing activities5,598 (15,971)49,589 
Effect of foreign currency exchange rates on cash and cash equivalents (632)1,019 (290)
Net (decrease) increase in cash and cash equivalents (9,196)13,385 (1,398)
Cash and cash equivalents at beginning of the period 24,989 11,604 13,002 
Cash and cash equivalents at end of the period $15,793 $24,989 $11,604 
Supplemental disclosure of cash flow information: 
Cash paid during the period for interest$1,674 $1,776 $1,497 
Cash paid (refunded) during the period for taxes, net9,123 (2,174)(9,521)
Supplemental schedule of noncash investing and financing activities: 
Purchase of property and equipment financed through accounts payable$517 $492 $758 
Purchase of mophie financed through contingent payments— — 12,139 
Modification of debt that resulted in payment of existing term loan balance11,991 — — 
Purchase of Gear4 through contingent payments and common stock9,355 — — 
See accompanying notes to consolidated financial statements.

8

ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
ZAGG Inc and its subsidiaries (“we,” “us,” “our,” “ZAGG,” or the(the “Company”) are innovation leaders in mobile tech accessories for smartphones and tablets. For over 10 years, ZAGGthe Company has developed creative product solutions that enhance and protect mobile devices for consumers around the world. The Company has an award-winning product portfolio that includes screen protection, power cases, power management, wireless charging, personal audio, mobile keyboards, protective cases, and social techother mobile accessories sold under the ZAGG, InvisibleShield, mophie, IFROGZ, BRAVEN, Gear4, and IFROGZHALO brands.
In June 2011, ZAGGthe Company acquired IFROGZ, an audio and protective case company, which expanded the ZAGGits product lines beyond screen protection and keyboards.
In March 2016, ZAGGthe Company acquired mophie inc. ("mophie"(“mophie”), a leader in the power management and power case categories. This acquisition further diversified the ZAGGCompany's product lines into key growth product categories. The results of operations of mophie are included in the Company's results of operations beginning on March 3, 2016.
In July 2018, the Company acquired BRAVEN Audio (“BRAVEN”), a rugged Bluetooth speakers and earbuds provider, which offers a high quality audio experience for outdoor adventurers. This new product line and brand enables the Company to reach new markets and customer demographics. The results of operations of BRAVEN are included in the Company's results of operations beginning on July 20, 2018.
On November 30, 2018, the Company acquired Gear4 HK Limited (“Gear4”), one of the top selling smartphone case brands in the United Kingdom, for its stylish phone cases which are designed with D3O technology. D3O technology can provide incredible protection to smartphones and other electronic devices by using shock absorbing materials. The Company believe this acquisition will expand its product offering to better meet the needs of its smartphone consumers for innovative case protection. The results of operations of Gear4 are included in the Company's results of operations beginning on December 1, 2018.
In January 2019, the Company acquired Halo2Cloud, LLC (“HALO”), a leading direct-to-consumer accessories company with an extensive IP portfolio. HALO designs, develops and markets innovative technology products to make consumers' lives easier. This acquisition will enable the Company to enter new distribution channels, and to leverage new technology to enter into new consumer markets. The results of operations of HALO are not included in the Company's results of operations as the acquisition is a subsequent event to the consolidated financial statements.
Use of estimates
The preparation of consolidated financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“USU.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.periods, with related disclosures of these amounts in the notes to the financial statements. Actual results could differ from those estimates. Significant items subject to such estimates include the valuation of inventory write-downs, sales returns liability,obsolescence, variable consideration related to revenue recognition, and income taxes.the fair value estimates of assets acquired and liabilities assumed in business combinations. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate an adjustment is necessary.
Principles of consolidation
The consolidated financial statements include the accounts of ZAGG Incthe Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Cash equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction. Amounts receivable from credit card processors atas of December 31, 2018 and 2017 totaled $83 and 2016 totaled $116, and $264, respectively. Cash equivalents as of December 31, 20172018 and 2016,2017 consisted primarily of money market fund investments and amounts receivable from credit card processors.
9


Fair value measurements
The Company measures at fair value certain financial and non-financial assets by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are:
Level 1 — Quoted market prices in active markets for identical assets or liabilities;
Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); and
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions.
Accounts receivable

F- 10

ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


The Company sells its products to end users through indirect distribution channels and other resellers who are extended credit terms after an analysis of their financial condition and credit worthiness. Credit terms to distributors and resellers, when extended, are based on evaluation of the customers’ financial condition. Accounts receivable are recorded at invoiced amounts and do not bear interest.
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Management regularly evaluates the allowance for doubtful accounts considering historical losses adjusted to take into account current market conditions, customers’ financial condition, receivables in dispute, receivables aging, and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Payments subsequently received on written-off receivables are credited to bad debt expense in the period of recovery.
The following summarizes the activity in the Company’s allowance for doubtful accounts for the years ended December 31, 2018, 2017, 2016 and 2015:2016:
For the Years Ended December 31,
201820172016
2017 2016 2015
Balance at beginning of year$824
 $568
 $1,910
Balance at beginning of year$734 $824 $568 
Additions charged to expense339
 599
 243
Additions charged to expense312 339 599 
Assumed in acquisition of mophie
 91
 
Assumed in acquisition of mophie— — 91 
Write-offs charged against the allowance(444) (430) (1,585)Write-offs charged against the allowance(151)(444)(430)
Foreign currency translation gain (loss)15
 (4) 
Foreign currency translation (loss) gainForeign currency translation (loss) gain(10)15 (4)
Balance at end of year$734
 $824
 $568
Balance at end of year$885 $734 $824 
Inventories
Inventories, consisting primarily of finished goods and raw materials, are valued at the lower of cost, determined on a first in, first out basis, or net realizable value. Management performs periodic assessments to estimate realizable values and to determine the existence of obsolete, slow moving, and non-saleable inventories, and records necessary write-downs in cost of sales to reduce such inventories to estimated net realizable value. Once established, the original cost of the inventory less the related inventory write down represents the new cost basis of such products.
Property and equipment
Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the useful life of the asset or the term of the lease.
Major additions and improvements are capitalized, while costs for minor replacements, maintenance and repairs that do not increase the useful life of an asset are expensed as incurred. Upon retirement or other disposition of property and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts. The resulting gain or loss is reflected in selling, general and administrative expense.expense in the consolidated statements of operations.
10


Goodwill
At least annually andor when events and circumstances warrant an evaluation, we perform ourthe Company performs its impairment assessment of goodwill. This assessment initially permits an entity to makeinitially perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the quantitative goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not need to perform the impairment test for the reporting unit.
If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the impairment analysis is performed, which incorporates a fair-value based approach. We determineThe Company determines the fair value of ourits reporting units based on discounted cash flows and market approach analyses as considered necessary. We considerThe Company considers factors such as the economy, reduced expectations for future cash flows coupled with a decline in the market price of ourits stock and market capitalization for a sustained period as indicators for potential goodwill impairment. If the reporting unit’s carrying amount exceeds its fair value, an entitythe Company will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit.
Intangible assets
Intangible assets include internet addresses, intellectual property, and acquired intangibles in connection with the acquisitions of IFROGZ, mophie, BRAVEN and mophie,Gear4, which include patents, technology, customer relationships, trademarks, tradenames,trade names, patents and technology, non-compete agreements, and other miscellaneous intangible assets.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


Long-lived intangible assets are amortized over their estimated economic lives, using a straight-line or accelerated method consistent with the underlying expected future cash flows related to the specific intangible asset. Amortization expense is recorded within cost of sales or operating expense depending on the underlying intangible assets.
Impairment of long-lived assets
Long-lived assets, such as property and equipment and amortizing intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate over the remaining life in measuring whether the assets are recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. For the years ended December 31, 2018 and 2016, no impairment of long-lived assets were indicated and thus, no impairment charge was recorded. For the year ended December 31, 2017, the Company recognized an impairment charge of $1,959.
Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Revenue recognition
The Company recordsadopted Accounting Standards Code Topic 606, “Revenue from Contracts with Customers” (“Topic 606”) with a date of initial application of January 1, 2018. As a result of this adoption, the Company has changed its accounting policy for revenue recognition. Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period. The Company recognizes revenue when persuasive evidence of an arrangementa contract with a customer exists product delivery has occurred or risk of loss has transferred toand a performance obligation is identified and satisfied as the customer obtains control of the sales price to the customer is fixedgoods or determinable, and collectability is reasonably assured. services.
Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company’s revenue is derived fromCompany typically only charges sales of our products through our indirect channel, including retailerstaxes in transactions with customers on the Company's web sites.
When the Company performs shipping and distributors; through our direct channel, including www.ZAGG.com and www.mophie.com and our corporate-owned and third-party-owned mall kiosks and ZAGG-branded stores; and from the franchise fees derived from the onboarding of new franchisees. For product sales, our standard shipping terms are FOB shipping point, and we record revenue when the product is shipped, net of estimated returns and discounts. For some customers, the contractual shipping terms are FOB destination. For these shipments, we record revenue when the product is delivered, net of estimated returns and discounts as risk of loss has transferred tohandling activities after the customer at this point. For franchise fees, we recognize revenue on a straight-line basis over the franchise term. The Company records revenue from royalty agreements in the period in which the royalty is earned.
Promotional products given to customers or potential customers are recognized as a cost of sales. Cash incentives provided to our customers are recognized as a reductionobtains control of the related sale price, and, thereforegoods, the Company accounts for the costs as fulfillment costs, as allowed as an accounting policy election under Topic 606. For those instances where shipping occurs before the customer obtains control of the goods, the shipping costs are a reduction in sales.accounted for as fulfillment activities, as required by Topic 606.
Allowance for sales returns, warranty,warranties, and other credits
For product sales, the Company records revenue, net of estimated returns and discounts, when delivery has occurred, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. OurThe Company's return policy allows end users and certain retailers rights to return purchased products. In addition, the Company generally provides the ultimate consumer a warranty withfor each product. Due to such policies, the natureCompany’s contracts give rise to several types of variable consideration under Topic 606, including sales returns, warranty, and other credits. Certain customers receive credit-based incentives or credits, which are accounted for as variable consideration in the screen protection product line, end user returnsform of credit memos off future purchases from the Company. The Company estimates these amounts based on the expected amount to be provided to customers and reduces revenue accordingly for screen protection are generally not salvageable and are not included in inventory. We estimateeach transaction.
11


The Company estimates a reserve for sales returns, warranty,warranties, and other credits, and recordrecords the respective estimated reserve amount as a reduction of sales, andamounts as a sales return reserve liability. Whenliability in the consolidated balance sheets, including a right to return asset included in prepaid expenses and other current assets in the consolidated balance sheets when a product is returned and is expected to be resold, as is the case with returns of packaged screen protection, keyboards, audio products, cases,returned and power products, the impact is recorded as a reduction of revenues and cost of sales, and the return information is incorporated into the calculation of the sales return reserve liability. The sales returns and warranty reserve requires management to make estimates regarding return rates for sales and warranty returns.resold. Historical experience, actual claims, and customer return rights are the key factors used in determining the estimated sales returnreturns, warranty claims, and warranty reserve.other credits.
The following summarizes the activity in the Company’s sales return, warranty, and other credits liability for the years ended December 31, 2018, 2017, 2016 and 2015:2016:
 2017 2016 2015
Balance at beginning of year$28,373
 $7,849
 $8,674
Additions charged to sales90,018
 92,868
 43,320
Assumed in acquisition of mophie
 29,584
 
Sales returns & warranty claims charged against reserve(86,299) (101,928) (44,145)
Foreign currency translation loss97
 
 
Balance at end of year$32,189
 $28,373
 $7,849


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


For the Years Ended December 31,
201820172016
Balance at beginning of year$34,536 $30,720 $10,196 
Cumulative effect of adoption of Topic 6065,250 — — 
Additions charged to sales149,930 90,018 92,868 
Assumed in acquisition of mophie— — 29,584 
Sales returns and warranty claims charged against reserve(135,963)(86,299)(101,928)
Assumed in acquisition of Gear4846 — — 
Foreign currency translation loss(167)97 — 
Balance at end of year$54,432 $34,536 $30,720 
Income taxes
The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when differences are expected to be settled or realized. Deferred income tax assets are reviewed for recoverability and valuation allowances are provided when it is more likely than not that a deferred tax asset will not be realizable in the future. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revises the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs, among other things.
The Company re-measured certain deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of our deferred tax balance was a tax expense of $11,806.
The Company accrued a reasonable estimate of $547 of tax expense for the Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings. This amount includes the projected effect of foreign tax credits as well as projected state tax effects.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records estimated interest and penalties related to unrecognized tax benefits, if any, as a component of income tax provision.
The Company has foreign subsidiaries that conduct or support its business outside the United States.U.S. The Company’s intention before enactment of the Tax Cut and Jobs Act of 2017 (the “Tax Act”) was to permanently reinvest these earnings, thereby indefinitely postponing their remittance to the U.S. Internal Revenue Service. This will continue to be the Company’s intention. The Company recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries, resulting in an increase in income tax expense of $547. The Company will continue to evaluate the impact of the tax law change as it relates to its foreign entities. Future foreignForeign earnings will be taxed according to regulatory calculations in the period earned or eligible for a 100% dividends received deduction. No additional income taxes or withholding taxes have been provided for any remainingOne of the measures in the Tax Act was a mandatory deemed repatriation tax on the historical earnings and profits of certain U.S.-owned foreign corporations. The Company recognized and remitted the tax associated with the undistributed earnings and profits in the 2017 tax year of $368 (net of $221 of foreign earnings not subject to the transition tax or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.credit).
Stock-based compensation
The Company recognizes stock-based compensation expense in its consolidated financial statements for restricted stock unit awardsunits granted to employees.employees and directors. Equity-classified awards are measured at the grant date fair value of the award. The fair value of restricted stock units is measured on the grant date based on the quoted closing market price of the Company’s common stock. The Company recognizes compensation expense net of estimated forfeitures on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the award. TheFor those performance-based awards, the Company recognizes compensation expense on a straight-line basis for those performance-based awards thatbased on management estimates of the extent to which the performance criteria are probable to be achieved. No compensation expense is ultimately recognized for awards for which employees do not render the requisite service and are forfeited.
Advertising and marketing
General advertising is expensed as incurred. Advertising allowances provided to retailers are recorded as an expense at the time of the related sale if the Company receives an identifiable benefit in exchange for the consideration and has evidence of fair value for the advertising; otherwise, the allowance is recorded as a reduction of revenue. Advertising expenses for the years ended December 31, 2018, 2017, and 2016 were $11,994, $11,101, and 2015 were $11,101, $12,440, and $10,436, respectively.
12


Foreign currency translation and transactions
The Company’s primary operations are at the parent level which uses the U.S. dollar (USD)dollars (“USD”) as its functional currency. The Euro is the functional currency of the Company’s foreign subsidiariessubsidiary in Ireland, and the Netherlands, while the Renminbi is the functional currency of the Company’s subsidiary in China. Accordingly, assets and liabilities for these subsidiaries are translated into USD using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period.periods. Gains and losses from these translations are recorded as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in income as a component of other (expense) income (expense) in the consolidated statements of operations and totaled $(360), $590, $(144) and $52$(144) for the years ended December 31, 2018, 2017, 2016 and 2015,2016, respectively.
Earnings (loss) per share


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur if restricted stock units stock options, warrants or other common stock equivalents were released, exercised or otherwise converted into common stock. The dilutive effect of common stock equivalents is calculated using the treasury stock method.
The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the years ended December 31, 2018, 2017, 2016 and 2015:2016:
 2017 2016 2015
Net (loss) income$15,100
 $(15,587) $15,587
Weighted average shares outstanding:     
Basic27,996
 28,006
 28,773
Dilutive effect of stock options, restricted stock, and warrants411
 
 316
Diluted28,407
 28,006
 29,089
Earnings (loss) per share:     
Basic$0.54
 $(0.56) $0.54
Dilutive$0.53
 $(0.56) $0.54
For the Years Ended December 31,
201820172016
Net (loss) income$39,189 $15,100 $(15,587)
Weighted average shares outstanding:
Basic28,064 27,996 28,006 
Dilutive effect of restricted stock units436 411 — 
Diluted weighted average shares outstanding28,500 28,407 28,006 
Earnings (loss) per share:
Basic$1.40 $0.54 $(0.56)
Dilutive$1.38 $0.53 $(0.56)
For the yearyears ended December 31, 2018, 2017, 2016, and 2015,2016, restricted stock units warrants, or stock options to purchase 144, 19, 815, and 250815 shares of common stock, respectively, were not considered in calculating diluted earnings (loss) per share because the effect would be anti-dilutive.
Business combinations
We allocateThe Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. WeThe Company has engaged an independent third-party valuation firm to assist us in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The significant purchased classes of intangible assets recorded by usthe Company include tradenames, technology, customer relationships, trade names, patents and technology, non-compete agreements, and backlog.other miscellaneous intangible assets. The fair values assigned to the identified intangible assets are discussed in Note 56 to the consolidated financial statements. 
Significant estimates in valuing certain intangible assets include but are not limited to: future expected cash flows related to each individual asset, market position of the tradenamestrade names and assumptions about cash flow savings from the tradenames,trade names, determination of useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and thus, actual results may differ from estimates.
Segment reporting
The Company is in the process of consolidating a number of processes and functions from the acquired businesses, including the merging of several of the recently acquired entities' enterprise resource planning (“ERP”) systems into the Company’s ERP system. In addition, global functional teams are directly managed by an executive from the corporate headquarters. These merged functional areas include the following: sales, marketing, product management, product development, operations, customer service, accounting, finance, legal, human resources, and IT. As the Company has continued to evolve as a mobile lifestyle company, the information regularly reviewed by the chief operating decision maker is at the consolidated level for all types of products and services generated by the Company, including relevant sales and budget reviews. Management has evaluated its reportable segments and concluded that the Company is a single reportable segment.
13


Reclassification of prior year presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on reported results of operations. A reclassification has been made with a $2,347 reduction to accrued liabilities and a $2,347 increase to sales returns liabilities, both reported as current liabilities.
Recent accounting pronouncements
Adopted accounting pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2014-09, “Revenue“Revenue from Contracts with Customers (Topic 606)Customers” (“Topic 606”).” This ASU Topic 606 includes a five-step process by which entities will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which an entity expects to be entitled in exchange for those goods or services. The ASUTopic 606 also will requirerequires enhanced disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU may beCompany adopted utilizing one of two methods. The first method is to adopt the ASU by recording the effect of the guidance in the ASU retrospectively to each prior period presented in the period of adoption. The second method is to adopt the ASU by recording the effect of the guidance in the ASU retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date of this ASU. This deferral was issued by the FASB in ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date”. As a result of ASU No. 2015-14 the Company expects that it will apply the new revenue standard to annual and interim reporting periods beginning after December 15, 2017. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients”. The amendments and practical expedients presented in the ASU aim to simplify the transition to the new standard, to provide practical expedients for transition and sales taxes, and to clarify certain aspects of the standard. The Company will adopt the ASUTopic 606 on January 1, 2018, using the modified retrospective approach, with the cumulative effect of initially adopting the new standard recognized in retained earnings at the date of adoption. For most ofTherefore, the Company’s revenue arrangements, no significant impacts are expected as these transactions areprior period comparative information was not accountedadjusted and continues to be reported under ASC Topic 605, “Revenue Recognition” (“Topic 605”). See Note 2 for under industry-specific guidance that will be superseded by the ASU and generally consist of a single performance obligation to transfer promised goods or services. The Company doesfurther details.
Issued accounting pronouncements not expect the adoption of the ASU to have a material impact on its consolidated results of operations. However, provisions for post-invoice sales discounts and miscellaneous credits will be recognized on a gross basis as sales return liability and the estimated cost of inventory associated with the provision for sales returns will be recorded on a gross basis within prepaid expenses and other current assets on the consolidated balance sheets. Additionally, the Company expects increased disclosure of its revenue by key product lines, key distribution channels, judgments and changes in judgments.yet adopted


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”“Leases” (“Topic 842”), which requires lesseesmodifies the accounting for leases, intending to increase transparency and comparability of organizations by requiring balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. Topic 842 will require entities to recognize mosta liability for their lease obligations and a corresponding recognition of right-of-use (“ROU”) assets over the lease term. Lease obligations are to be measured at their present value and accounted for using the effective interest method. The accounting for the leased asset will differ slightly depending on whether the agreement is deemed to be a financing or operating lease. For financing leases, includingthe leased asset is depreciated on a straight-line basis and depreciation expense is recorded separately from the interest expense in the statements of operations, resulting in higher expense in the earlier part of the lease term. For operating leases, on-balance sheet viathe depreciation and interest expense components are combined, recognized evenly over the term of the lease, and presented as a rightreduction to operating income. Topic 842 requires that assets and liabilities be presented or disclosed separately, and requires additional disclosure of use assetcertain qualitative and quantitative information related to these lease liability. Lesseesagreements. Topic 842 is effective for annual and interim periods beginning after December 15, 2018. In addition, in July 2018, the FASB issued ASU No. 2018-11 “Targeted Improvements” to provide an additional transition method whereby entities are allowed to account for short-term leases (i.e., leases with a term of 12 months or less) off-balance sheet, consistent with current operating lease accounting. A number of other significant changesinitially apply Topic 842 by adjusting equity at the adoption date as compared to lease accounting have been effected through the issuance of this standard. The requirements of the new standard for leases shall be recognized and measured at the beginning of the earliest comparative period presented. When adopted, the Company will be required to adjust equity at the beginning of the earliest comparative period presented, and recognize a cumulative-effect adjustment to the other comparative amounts disclosed for each prior period presentedbeginning balance of retained earnings in the financial statements, as ifperiod of adoption. The Company plans to adopt the requirementsstandard using the modified retrospective approach beginning January 1, 2019. The Company expects to elect the package of practical expedients upon adoption, which allows for the application of the new standard had always been applied. The new standard also contains practical expedients whichsolely to the transition period in 2019 but does not require application to prior fiscal comparative periods presented.
In preparation for adoption of Topic 842, the Company may electhas been updating the accounting policy, and implementing internal controls and key functionality to follow. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.enable the preparation of financial information. The Company is currently evaluating the impact this ASUexpects that Topic 842 will have a material impact on its consolidated balance sheets due to recognition of additional lease liabilities based on the present value of the remaining minimum rental payments for lease components, with corresponding ROU assets, for its operating leases. The financial statements, including whetherimpact has an estimated range of approximately $10,000 to elect$15,000 upon the practical expedients outlined in the new standard.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfersadoption of Assets Other Than Inventory,” which requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017.Topic 842. The Company will adopt this standard indoes not expect the first quarter of 2018. The adoption of this standard is not expected to have a material impact on our financial positionthe consolidated statement of operations or resultsthe beginning balance of operations.retained earnings. In addition, the Company currently expects to elect, as an accounting policy, not to recognize lease liabilities and ROU assets for short-term leases that have a lease term of 12 months or less. Adoption of Topic 842 will also expand the Company's disclosure related to its leasing activities.
(2) REVENUE
Adoption of Topic 606
The adoption of Topic 606 resulted in an increase in accounts receivable of $115; an increase in prepaid expenses and other current assets of $1,255 for the recognition of the right of return assets; an increase in sales return liability of $5,250 for the recognition of the sales returns liability on a gross basis and for the change in estimating refund liabilities under Topic 606; an increase in accrued liabilities of $314; a decrease in deferred revenue of $314; and a decrease of $3,880 in retained earnings as a cumulative effect of adoption. The largest driver of changes for the adoption of Topic 606 was the change in estimate for price concessions offered to end customers. Under Topic 605, price concessions to end customers were recognized when such incentives were explicitly offered to the end customer, whereas under Topic 606 such incentives are estimated and recorded at the time of the sale of products to the Company’s customers.
14


The accounts that changed under Topic 606 for the consolidated balance sheet as of December 31, 2018 are as follows:
Reported as of December 31, 2018Adjustments as of December 31, 2018Balances Without Adoption of Topic 606 as of December 31, 2018
Consolidated balance sheet changes: 
Accounts receivable, net of allowances $156,667 $(49)$156,618 
Prepaid expenses and other current assets 5,473 (999)4,474 
Sales returns liability 54,432 (9,159)45,273 
Accrued liabilities 13,723 (96)13,627 
Deferred revenue — 96 96 
Retained earnings 113,114 8,111 121,225 
The accounts that changed under Topic 606 for the consolidated statement of operations for the year ended December 31, 2018 are as follows:
Reported for the Year Ended December 31, 2018 Adjustments for the Year Ended December 31, 2018 Amounts Without Adoption of Topic 606 for the Year Ended December 31, 2018 
Consolidated statement of operations changes: 
Net sales $538,231 $8,127 $546,358 
Cost of sales 352,358 16 352,374 
Performance Obligations
The Company’s revenue is derived from sales of device accessories, including screen protection, power cases, power management, wireless charging, personal audio, mobile keyboards and protective cases; through its indirect channel, including retailers, distributors, and franchisees; and through its direct channel, including websites, www.ZAGG.com, www.mophie.com, and www.Gear4.com, corporate-owned and franchise-owned mall kiosks, cellphone repair stores, and Company-branded stores. Such sales mostly contain promises to transfer manufactured products to customers, and in limited arrangement to provide services to customers, in which judgment is required to determine whether such promises are considered distinct performance obligations and should be accounted separately or combined into a single performance obligation. The majority of the products sold by the Company are considered distinct on their own and accounted for separately. Warranties provided to customers are considered as assurance-type warranties under Topic 606 due to the fact that such warranties primarily provide exchange of products for repair and do not offer additional services to the customers and consequently, they are not accounted in separate performance obligations but combined with the promised products sold into a single performance obligation.
Revenue Recognition
When determining the transaction price, or in other words, the amount of revenue to be recognized, transaction price is based on the observable standalone selling prices charged to customers that are mutually agreed upon by both parties before any orders are authorized, reduced by estimated sales returns and discounts, which are considered as variable consideration under Topic 606. To estimate the amount of variable consideration for revenue adjustment, the Company uses the expected value method with inputs from a portfolio of data where significant judgment is applied. As concluded above, majority of products sold or services provided is either determined as a separate performance obligation or to be combined into a single performance obligation and therefore, no allocation of revenue across several performance obligations is required.
For substantially all of the Company's sales, the performance obligations are satisfied and revenues are recognized at a point in time when control of the products is transferred to customers, which generally occurs upon delivery to customers or to shipping carriers. Specifically, the Company's standard shipping terms for product sales are free on board (“FOB”) shipping point at which the Company recognizes revenues when the products are shipped. However, for certain customers, the contractual shipping terms are FOB destination in which revenues are recognized when the products are delivered as control is transferred to customers at such point.
The payment terms for the Company's customers vary by sales channels in which the products are sold. For products sold through the Company's direct channel, customers typically pay in full at a point of sale. For products sold through indirect channel and franchisees, customers are extended credit that have terms which are less than six months.
15


Promotional products given to customers or potential customers are recognized as a cost of sales. Cash incentives provided to the Company's customers are recognized as a reduction of the related sale price and, therefore are a reduction in revenues.
Disaggregation of Revenue from Contracts with Customers
In the following tables, revenue from contracts with customers are disaggregated by key product lines, key distribution channels, and key geographic regions.
The percentage of net sales related to the Company’s key product lines for the years ended December 31, 2018, 2017, and 2016, was approximately as follows:

For the Years Ended December 31,
2018 2017 2016 
Screen protection 57%  48%  54%  
Power management 26%  26%  15%  
Power cases 6%  15%  15%  
Audio 5%  5%  6%  
Keyboards 5%  5%  9%  
Other 1%  1%  1%  
The percentage of net sales related to the Company’s key distribution channels for the years ended December 31, 2018, 2017, and 2016, was approximately as follows:
For the Years Ended December 31,
2018 2017 2016 
Indirect channel 88%  89%  87%  
Website 8%  8%  9%  
Franchisees 4%  3%  4%  
The percentage of net sales related to the Company’s key geographic regions for the years ended December 31, 2018, 2017, and 2016, was approximately as follows:
For the Years Ended December 31,
2018 2017 2016 
United States 84%  84%  88%  
Europe 9%  9%  7%  
Other 7%  7%  5%  
Contract Balances
16


Timing of revenue recognition may differ from timing of invoicing to customers or timing of consideration received. The following table provides information about receivables, right of return assets, contract liabilities, refund liabilities, and warranty liabilities from the Company's contracts with customers as of December 31, 2018:
December 31, 2018
Receivables, which comprises the balance in accounts receivable, net of allowances $156,667 
Right of return assets, which are included in prepaid expenses and other current assets 999 
Refund liabilities, which are included in sales return liability 49,786 
Warranty liabilities, which are included in sales return liability 4,646 
Contract liabilities, which are included in accrued liabilities 96 
The current balance of the right of return assets is the estimated amount of inventory to be returned that is expected to be resold. The current balance of refund liabilities is the expected amount of estimated sales returns, discounts and other credits from sales that have occurred. The current balance of warranty liabilities is the expected amount of warranty claim returns from sales that have occurred. The current balance of contract liabilities primarily relates to the advance consideration received from customers for products for which transfer of control has not yet occurred and therefore, revenue is deferred and will be recognized when the transfer of control has been completed.
The following summarizes the activities in the Company’s warranty liabilities for the year ended December 31, 2018:
Balance at beginning of year $4,189 
Additions 14,292 
Warranty claims charged (13,836)
Foreign currency translation gain 
Balance at end of year  $4,646 
Practical Expedients and Policy Elections
The Company applies the following practical expedients in its application of Topic 606:
The Company does not adjust the transaction price for significant financing components for periods less than one year;
The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses;
The Company recognizes the cost for shipping and handling as a fulfillment activity after control over products have transferred to the customer. For product sales, the standard shipping terms are FOB shipping point under which revenue is recorded when the product is shipped, net of estimated returns and discounts. Shipping and handling costs are included in cost of sales; and
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.
(3) INVENTORIES
Inventory consisted of the following components atas of December 31, 20172018 and 2016:2017:
December 31,
20182017
2017 2016
Finished goods$74,734
 $72,490
Finished goods$81,397 $74,734 
Raw materials312
 279
Raw materials1,522 312 
Total inventories$75,046
 $72,769
Total inventories$82,919 $75,046 
Included in prepaid expenses and other current assets were inventory deposits with third-party manufacturers atas of December 31, 2018 and 2017 of $382 and 2016 of $1,906, and $437, respectively.
(3)
17


(4) PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following atas of December 31, 2018 and 2017:
December 31,
Useful Lives20182017
Computer equipment and software3 to 5 years $2,180 $2,163 
Equipment and molds3 to 10 years 13,662 12,395 
Furniture and fixtures7 years1,904 1,824 
Automobiles5 years85 126 
Building and improvements40 years2,486 3,332 
Leasehold improvements1 to 5 years 7,320 5,819 
Land325 325 
Property and equipment, gross27,962 25,984 
Less accumulated depreciation and amortization(11,844)(12,540)
Property and equipment, net$16,118 $13,444 
For the years ended December 31, 2018, 2017, and 2016:2016, depreciation expenses were $6,293, $9,727, and $8,776, respectively, which were included as a component of selling, general and administrative expense in the consolidated statements of operations.
 Useful Lives2017 2016
Computer equipment and software2 to 5 years$2,163
 $3,634
Equipment and molds2 to 10 years12,395
 16,609
Furniture and fixtures1 to 7 years1,824
 3,409
Automobiles5 years126
 230
Building and improvements40 years3,332
 2,270
Land 325
 325
Leasehold improvements1 to 5 years5,819
 9,649
  25,984
 36,126
Less accumulated depreciation and amortization (12,540) (18,371)
     
Property and equipment, net $13,444
 $17,755


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


(4)(5) GOODWILL AND INTANGIBLE ASSETS
Goodwill
During the year ended December 31, 2018, goodwill increased in connection with the BRAVEN and Gear4 acquisitions. The following table summarizes the changes in goodwill during 2018:
Balance as of December 31, 2017$12,272 
Increase in connection with BRAVEN acquisition298 
Increase in connection with Gear4 acquisition15,068 
Balance as of December 31, 2018$27,638 
There was no change in goodwill during the year ended December 31, 2017 with a balance at December 31, 2017 of $12,272. During the year ended December 31, 2016, goodwill changed from $0 to $12,272 due to the Company’s acquisition of mophie on March 3, 2016. The following table summarizes the changes in goodwill during 2016:
Balance at December 31, 2015$
Increase due to acquisitions12,272
Balance at December 31, 2016$12,272
2017. The Company noted no impairment of goodwill for the yearyears ended December 31, 2018 and 2017.
Long-lived Intangibles
The following tables reflect the gross carrying amount and accumulated amortization of the Company's long-lived intangible assets, net for the years ended December 31, 2018 and 2017:
For the Year Ended December 31, 2018
Gross Carrying AmountAcquisitionsAccumulated AmortizationNet Carrying AmountWeighted Average Amortization Period
Customer relationships$49,700 $11,186 $(45,326)$15,560 7.6 years
Trade names31,269 12,518 (16,799)26,988 9.9 years
Patents and technology18,451 872 (10,600)8,723 8.0 years
Non-compete agreements5,896 — (5,118)778 4.9 years
Other567 222 (784)1.8 years
Total amortizable assets$105,883 $24,798 $(78,627)$52,054 8.3 years

18


 December 31, 2017
 Gross Carrying Amount Impairments Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period
Customer relationships$49,700
 $
 $(40,441) $9,259
 7.5 years
Tradenames31,269
 
 (13,415) 17,854
 9.8 years
Patents and technology21,228
 (2,777) (7,470) 10,981
 8.8 years
Non-compete agreements5,896
 
 (4,759) 1,137
 4.9 years
Other567
 
 (554) 13
 2.4 years
Total amortizable assets$108,660
 $(2,777) $(66,639) $39,244
 8.2 years
For the Year Ended December 31, 2017
December 31, 2016Gross Carrying AmountImpairmentsAccumulated AmortizationNet Carrying AmountWeighted Average Amortization Period
Gross Carrying Amount Acquisitions Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period
Customer relationships$41,500
 $8,200
 $(35,088) $14,612
 7.5 yearsCustomer relationships$49,700 $— $(40,441)$9,259 7.5 years
Tradenames12,921
 18,348
 (9,763) 21,506
 9.8 years
Trade namesTrade names31,269 — (13,415)17,854 9.8 years
Patents and technology6,003
 15,225
 (5,501) 15,727
 8.8 yearsPatents and technology21,228 (2,777)(7,470)10,981 8.8 years
Non-compete agreements4,100
 1,796
 (4,399) 1,497
 4.9 yearsNon-compete agreements5,896 — (4,759)1,137 4.9 years
Other324
 243
 (547) 20
 2.4 yearsOther567 — (554)13 2.4 years
Total amortizable assets$64,848
 $43,812
 $(55,298) $53,362
 8.2 yearsTotal amortizable assets$108,660 $(2,777)$(66,639)$39,244 8.2 years
On April 11, 2017, the Company received a final court order stating that the claims of one of its patents were either unpatentable or cancelled. Accordingly, management determined that the patent’s carrying value was not recoverable through future cash flows and was impaired as of March 31, 2017. Consequently, the Company recorded an impairment loss consisting of a reduction of gross carrying amount of $2,777, accumulated amortization of $818, and net carrying value of $1,959 to reduce the net carrying value of the cancelled patent to $0.
Customer relationships, trademarks,trade names, and other intangibles are amortized on an accelerated basis consistent with their expected future cash flows over their estimated useful lives, which results in accelerated amortization. The remaining long-lived intangible assets are amortized using the straight-line method over their estimated useful life. For the years ended December 31, 2018, 2017, and 2016, amortization expenses were $11,988, $12,159, and 2015 amortization expense was $12,159, $13,495, and $8,562, respectively. Amortization expense wasrespectively, which were primarily recorded as a component of operating expense,expenses; however, amortization expenseexpenses related to acquired technology for the years ended December 31, 2018, 2017, and 2016 of $106, $112, and 2015 of $112, $110, and $109, respectively, waswere recorded as a component of cost of sales.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & sharessales in thousands, except per share data)


the consolidated statements of operations.
Estimated future amortization expense for long-lived intangibles is as follows:
2019$13,395 
202010,447 
20217,534 
20225,748 
20234,773 
Thereafter10,157 
Total$52,054 

(6) ACQUISITIONS
2018$11,171
20199,122
20206,454
20213,876
20222,766
Thereafter5,855
Total$39,244
(5) ACQUISITION OF MOPHIE INC.Acquisition of Gear4
On February 2, 2016, ZAGGNovember 30, 2018 (the “Gear4 Acquisition Date”), Patriot Corporation Unlimited Company, an entity registered and ZM Acquisition, Inc. (“Merger Sub”),incorporated in Ireland and a Delaware corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Mergera share purchase agreement (the “Merger“Purchase Agreement”) with mophie, a California corporation, the principal shareholders of mophie named therein (the “Principal Shareholders”STRAX Holding GmbH, an entity registered and incorporated in Germany (“STRAX”), and Daniel Huang as representativeGear4 HK Limited, an entity registered and incorporated in Hong Kong and a wholly-owned subsidiary of STRAX (“Gear4”), to acquire from STRAX all of the mophie shareholders, warrant holders,issued and option holders, pursuant to which Merger Sub agreed to merge with and into mophie, with mophie continuing as the surviving corporationoutstanding equity securities of Gear4 (the “Merger”“Gear4 Acquisition”). On March 3, 2016 (the “Acquisition Date”),With its expansive global distribution channels, the Company completedbelieves that the Merger.Gear4 Acquisition will strengthen its case product profile to drive increased sales and profitability.
The Company purchased mophiepurchase consideration for total gross up-front consideration of $100,000the Gear4 Acquisition was $32,200 in cash, 638 shares of the Company's common stock valued at $6,001, and contingent consideration estimated at $1,629 (the “Gear4 Earnout Consideration”). The initial purchase price was subject to an adjustment based on the estimated and actualresults of Gear4's net working capital of mophiesales as of the Acquisition Date. The Merger Agreement included an earn-out provision whereby additional consideration could be paid based on whether mophie’s 12-month Adjusted EBITDA (as defined in the Merger Agreement) from April 1, 2016 to MarchPurchase Agreement for the year ended December 31, 2017 (the “Earnout Period”) exceeded $20,000 (the "Earnout Consideration"). mophie's 12-month Adjusted EBITDA did not exceed $20,000 and thus no additional earn-out consideration was earned or paid.
In addition to the2018. The Gear4 Earnout Consideration the Merger Agreement identified threeis recorded in other contingent payments (the “Contingent Payments”) to be remitted to the Principal Shareholders upon receipt of such funds by ZAGG after the Acquisition Date, subject to any applicable offset rights of ZAGG under the Merger Agreement:
Federal and state tax refunds due to the Company related to 2012 and 2013 tax years;
Customs and duties refunds for pre-closing overpayments of customs and duties amounts to governmental agencies; and
Proceeds from the sale of real property located in Kalamazoo, Michigan.
$2,000 of the cash consideration paid to the Principal Shareholders was placed in an escrow account to cover any net working capital shortfall and indemnification claims of ZAGG. ZAGG and the Principal Shareholders also jointly purchased a $10,000 insurance policy with a $2,000 deductible that insures against breaches by mophie and the Principal Shareholders of representations and warranties set forth in the Merger Agreement.
At the Acquisition Date, mophie’s estimated closing balance sheet reflected negative working capital of $23,478. Upon completion of the procedures to evaluate the working capital account, ZAGG determined that the closing balance sheet reflected actual closing negative working capital and losses from breaches of representations, warranties and covenants that directly impacted current assets and currentlong-term liabilities in the aggregate amount of $49,795, resulting in an additional actual closing working capital deficit and loss claimsconsolidated balance sheets.
As agreed in the amountPurchase Agreement, cash consideration of $26,317. As described in Note 12,$1,725 and 225 shares of the Company's common stock valued at $2,116 was retained by the Company commenced proceduresand will be held by the Company for 18 months following the Gear4 Acquisition Date as security for STRAX's indemnification obligations. The $3,841 retained by the Company that is due to recoverSTRAX is recorded in other long-term liabilities in the amounts related to the aggregate net working capital deficit and losses from breaches of representations and warranties from the Principal Shareholders. This matter was ultimately settled on October 31, 2017.consolidated balance sheets.
19


The following summarizes the components of the purchase consideration for Gear4:
Cash consideration $32,200 
Company common stock 6,001 
Contingent consideration 1,629 
Total purchase price $39,830 
STRAX is also entitled to the Gear4 Earnout Consideration from the Company if the Gear4 net sales as of March 3, 2016:
 
Preliminary Allocation
March 3,
2016
 
Adjustments to
Working Capital and
Fair
Value
 
Final Allocation
March 3,
2016
Cash consideration$100,000
 $
 $100,000
Negative working capital at Acquisition Date(23,478) 
 (23,478)
Additional negative working capital deficit
 (26,317) (26,317)
Contingent payments11,283
 856
 12,139
Total purchase price$87,805
 $(25,461) $62,344


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & sharesreported in thousands, except per share data)


audited financial statements for the year ended December 31, 2019, reported under U.S. GAAP, exceeds certain targets. Specifically, if the Gear4's net sales as reported under U.S. GAAP for the year ended December 31, 2019 are equal to or exceed $60,000 but less than $90,000, STRAX is entitled to $5,000. If the Gear4's net sales for the year ended December 31, 2019 are equal to or exceed $90,000, STRAX is entitled to $10,000. The maximum amount to be paid out under the Gear4 Earnout Consideration would be $10,000.
The total purchase price of $62,344$39,830 was allocated to identifiable assets acquired and liabilities assumed based on their respective fair values. The total purchase price was adjusted during the third quarter of 2016 because of (1) additional information related to the working capital reflected in the closing balance sheet and estimate of fair value of the assets acquired and liabilities assumed and (2) the determination that the fair value of the Earnout Consideration is insignificant. The excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed wasis recorded as goodwill.
The following table summarizes the final fair values of the identifiable assets acquired and liabilities assumed as of the Gear4 Acquisition Date:
Cash and cash equivalents$1,779
Trade receivables (gross contractual receivables of $12,914)12,823
Inventories24,911
Prepaid expenses and other assets1,073
Income tax receivable11,814
Deferred tax assets16,168
Property and equipment10,191
Land held for sale325
Amortizable identifiable intangible assets43,812
Goodwill12,272
Accounts payable(37,359)
Income tax payable(196)
Accrued liabilities(5,163)
Deferred revenue(9)
Sales returns liability(29,584)
Other noncurrent liabilities(513)
Total$62,344


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


The following table summarizes the purchase price allocation as of March 3, 2016:
 
Preliminary Purchase
Price Allocation
March 3,
2016
 
Adjustments to
Working Capital and
Fair
Value
 
Final Purchase
Price Allocation
March 3,
2016
Cash and cash equivalents$1,779
 $
 $1,779
Trade receivables13,483
 (660) 12,823
Inventories32,335
 (10,010) 22,325
Inventory step-up6,937
 (4,351) 2,586
Prepaid expenses485
 215
 700
Other assets200
 173
 373
Income tax receivable10,958
 856
 11,814
Deferred tax assets24,925
 (8,757) 16,168
Property and equipment10,191
 
 10,191
Land held for sale325
 
 325
Amortizable identifiable intangible assets45,463
 (1,651) 43,812
Goodwill14,092
 (1,820) 12,272
Accounts payable(34,228) (3,131) (37,359)
Income tax payable(196) 
 (196)
Accrued liabilities(5,185) 22
 (5,163)
Deferred revenue(800) 791
 (9)
Sales returns liability(14,468) (15,116) (29,584)
Deferred tax liabilities(17,978) 17,978
 
Other noncurrent liabilities(513) 
 (513)
Total$87,805
 $(25,461) $62,344
The 2016 adjustments to working capital represented in the table above consist of (1) the additional actual closing working capital deficit of $26,317 and (2) adjustments to fair value of $856.
As part of the acquisition of mophie, the Company incurred legal, accounting, investment banking and other due diligence fees that were expensed when incurred. Total fees incurred related to the acquisition of mophie for the years ended December 31, 2017 and 2016 were $725 and $2,591, respectively, which are included as a component of operating expenses on the consolidated statement of operations.
Cash $2,124 
Accounts receivable (gross contractual receivables of $203) 104 
Prepaids and other current assets 671 
Inventory 2,831 
Inventory step-up 96 
Property and equipment 1,427 
Amortizable identifiable intangible assets 23,024 
Goodwill 15,068 
Accounts payable (2,584)
Accrued liabilities (773)
Sales return liability (932)
Taxes payable (1,226)
Total $39,830 
Identifiable Intangible Assets
Classes of acquired intangible assets include tradenames, patents and technology,trade names, customer relationships, non-compete agreements, and backlog. The fair value of the identifiable intangible assets was determined using various valuation methods, including the income and market approaches.valuation method. For assets valued under the income approach, the estimate of the present value of expected future cash flows for each identifiable asset was based on discount rates which incorporate a risk premium to take into account the risks inherent in those expected cash flows. The expected cash flows were estimated using available historical data adjusted based on the Company’s historical experience and the expectations of market participants. The market approach was utilized to determine appropriate royalty rates applied to the valuation of the trademarks and technology. The amounts assigned to each class of intangible asset and the related weighted average amortization periods are as follows:


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


 Intangible asset classWeighted-average amortization period
   
Tradenames$18,348
10.0 years
Patents and technology15,225
7.5 years
Customer relationships8,200
5.0 years
Non-compete agreements1,796
5.0 years
Backlog243
0.3 years
Total$43,812
 
Intangible Asset Class Weighted Average Amortization Period 
Trade names $11,617 10 years
Customer relationships 11,186 8 years
Backlog 221 1 month
Total $23,024 
Goodwill
Goodwill represents the excess of the mophieGear4 purchase price over the fair value of the assets acquired and liabilities assumed. $160 of the acquired goodwill is deductible for tax purposes.
The Company believes that the primary factors supporting the amount of the goodwill recognized are the significant growth opportunities and expected synergies of the combined entity.
20


Results of Operations
The results of operations of mophie areGear4 were included in the Company’sCompany's results of operations beginning on March 3, 2016.December 1, 2018. For the year endedGear4's results of operations from December 1, 2018 through December 31, 2016, mophie2018, Gear4 generated net sales of $113,749$2,955 and had a net lossincome before tax of $31,145.$1,814.
Pro formaForma Results fromof Operations (unaudited)
The following unaudited pro-forma results of operations for the 12 monthsyears ended December 31, 20162018, and 20152017 give pro forma effect as if the acquisition of Gear4 and the related borrowings used to finance the acquisition had occurred on January 1, 2015,2017, after giving effect to certain adjustments including the amortization of intangible assets, interest expense, tax adjustments, specific transaction related expenses incurred prior to the execution date, and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase.
 12 Months Ended
 December 31, 2016 December 31, 2015
Net sales$419,183
 $455,165
Net loss$(17,487) $(5,393)
Basic loss per share$(0.62) $(0.19)
Diluted loss per share$(0.62) $(0.19)
For the Years Ended December 31,
2018 2017 
Net sales $568,802 $544,097 
Net income $35,218 $24,745 
Basic earnings per share $1.25 $0.88 
Diluted earnings per share $1.24 $0.87 
The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been consummated as of January 1, 2015.2017. Furthermore, such unaudited pro forma information is not necessarily indicative of future operating results of the combined companies, due to changes in operating activities following the purchase, and should not be construed as representative of the operating results of the combined companies for any future dates or periods.
For the 12 monthsyears ended December 31, 20162018 and 2015,2017, pro forma net lossincome includes pro forma amortization expense of $6,770$2,956 and $7,432,$4,217, respectively. In addition, the Company included interest from the newamended credit facility and amortization of debt issuance costs for the 12 monthsyears ended December 31, 20162018 and 20152017 of $1,753$1,588 and $1,924,$1,732, respectively. Material non-recurring adjustments excluded from the proPro forma financial informationnet income for the 12 monthsyear ended December 31, 2015 consists2018 was adjusted to exclude non-recurring items including acquisition-related costs of $595 and the expensing of the $2,586 step up of mophie inventory to its fair value which has been recorded as an unfavorable adjustment to costinventory of goods sold during 2016 following$16. Pro forma net income for the acquisition date.year ended December 31, 2017 was adjusted to include acquisition-related costs of $595 and amortization related to the fair value adjustment to inventory of $96.
The unaudited pro forma results do not reflect events that either have occurred or may occur after the Merger,Gear4 Acquisition, including, but not limited to, the anticipated realization of ongoing savings from operating synergies in subsequent periods.
As part of the Gear4 Acquisition, the Company incurred legal, accounting, investment banking and other due diligence fees that were expensed when incurred. Total fees incurred related to the Gear4 Acquisition for the year ended December 31, 2018 was $595 which was included as a component of operating expenses on the consolidated statements of operations.
(6)In connection with the Gear4 Acquisition, the Company amended its existing credit facility to fund the transaction. See Note 9 for detail of the amendment.
Acquisition of BRAVEN
On July 20, 2018 (the “BRAVEN Acquisition Date”), ZAGG Amplified, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, completed its acquisition (the “BRAVEN Acquisition”) of BRAVEN Audio (“BRAVEN”) pursuant to the terms of an asset purchase agreement with Incipio LLC. In connection with the BRAVEN Acquisition, the Company acquired accounts receivable, inventory, property and equipment, intellectual property, a product and engineering team, and certain other assets as well as assumed certain liabilities for cash consideration of $4,451.
BRAVEN products include rugged Bluetooth speakers and earbuds, which are expected to expand the Company's product profile and markets.
The purchase price of $4,451 was allocated to identifiable assets acquired and liabilities assumed based on their respective fair values. The excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill.
21


The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of BRAVEN Acquisition Date:
Accounts receivable (gross contractual receivables of $650) $650 
Inventory 2,141 
Inventory step-up 179 
Property and equipment 368 
Amortizable identifiable intangible assets 1,774 
Goodwill 298 
Accounts payable (959)
Total $4,451 
Identifiable Intangible Assets
Classes of acquired intangible assets include patents and technology, trade names, and backlog. The fair value of the identifiable intangible assets was determined using various valuation methods, including the income approach. For assets valued under the income approach, the estimate of the present value of expected future cash flows for each identifiable asset was based on discount rates which incorporate a risk premium to take into account the risks inherent in those expected cash flows. The expected cash flows were estimated using available historical data adjusted based on the Company’s historical experience and the expectations of market participants. The amounts assigned to each class of intangible asset and the related weighted average amortization periods are as follows:

Intangible Asset Class Weighted Average Amortization Period 
Patents and technology $872 3.1 years
Trade names 901 10 years
Backlog 6 months
Total $1,774 
Goodwill
Goodwill represents the excess of the BRAVEN purchase price over the fair value of the assets acquired and liabilities assumed. The Company believes that the primary factors supporting the amount of the goodwill recognized are the engineering team, significant growth opportunities, and expected synergies of the combined entity.
Results of Operations
The results of operations of BRAVEN were included in the Company's results of operations beginning on July 20, 2018. For BRAVEN's results of operations from July 20, 2018 through December 31, 2018, BRAVEN generated net sales of $2,421 and had a net loss before tax of $2,788.
As part of the BRAVEN Acquisition, the Company incurred legal, accounting, and other due diligence fees that were expensed when incurred. Total fees related to the BRAVEN acquisition for the year ended December 31, 2018 was $60, which was included as a component of operating expenses on the consolidated statements of operations.
(7) INCOME TAXES


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


Income (loss) from continuing operations before taxes for the years ended December 31, 2018, 2017, 2016, and 20152016, consisted of the following:
For the Years Ended December 31,
201820172016
U.S. operations$44,236 $37,850 $(22,220)
Foreign operations5,293 5,502 (1,339)
Total$49,529 $43,352 $(23,559)

22


 2017 2016 2015
US operations$37,850
 $(22,220) $26,852
Foreign operations5,502
 (1,339) (1,154)
Total$43,352
 $(23,559) $25,698
TheIncome tax (provision) benefit components of income tax benefit (provision) for the years ended December 31, 2018, 2017, and 2016, and 2015, are:consisted of the following:
 2017 2016 2015
Current benefit (provision):     
Federal$(779) $(89) $(9,429)
State(532) 138
 (1,783)
Foreign(786) (31) (61)
Total current(2,097) 18
 (11,273)
Deferred benefit (provision):     
Federal(25,919) 7,612
 973
State(345) 342
 189
Foreign109
 
 
Total deferred(26,155) 7,954
 1,162
Total benefit (provision)$(28,252) $7,972
 $(10,111)
For the Years Ended December 31,
201820172016
Current (provision) benefit:
Federal$(1,922)$(779)$(89)
State(2,810)(532)138 
Foreign(617)(786)(31)
Total current (provision) benefit(5,349)(2,097)18 
Deferred (provision) benefit:
Federal(5,296)(25,919)7,612 
State184 (345)342 
Foreign121 109 — 
Total deferred (provision) benefit(4,991)(26,155)7,954 
Total (provision) benefit$(10,340)$(28,252)$7,972 
The following is a reconciliation of the income taxes computed using the federal statutory rate to the provision for income taxes for the years ended December 31, 2018, 2017, 2016 and 2015:2016:
For the Years Ended December 31,
201820172016
Tax at statutory rate (21% for 2018, 35% for 2017 and 2016)$(10,401)$(15,173)$8,246 
State tax, net of federal tax benefit(2,830)(1,217)1,041 
Non-deductible expense and other(300)(830)333 
Restricted stock awards833 (831)— 
Foreign tax rate differential615 1,248 (491)
GILTI(299)— — 
Mandatory repatriation of foreign earnings— (547)— 
Return to provision adjustment778 (212)(36)
Reserve related to unrecognized tax benefits598 107 (452)
Interest and penalties(6)(1)(14)
Effect of federal rate change— (11,806)— 
Effect of state rate changes, net of federal tax benefit732 1,010 (655)
Change in valuation allowance(60)— — 
Total reconciliation amount$(10,340)$(28,252)$7,972 

23
 2017 2016 2015
Tax at statutory rate (35%)(15,173) 8,246
 (8,994)
State tax, net of federal tax benefit(1,217) 1,041
 (1,089)
Non-deductible expense and other(830) 333
 116
Restricted stock units(831) 
 
Foreign tax rate differential1,248
 (491) (464)
Domestic production activities deduction
 
 459
Mandatory repatriation of foreign earnings(547) 
 
Return to provision adjustment(212) (36) 126
Reserve related to unrecognized tax benefits107
 (452) (264)
Interest and penalties(1) (14) (1)
Effect of federal rate change(11,806) 
 
Effect of state rate changes, net of federal tax benefit1,010
 (655) 
 (28,252) 7,972
 (10,111)
On December 22, 2017, the U.S. President signed into law a sweeping tax reform bill known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which significantly revises the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs, among other things.
Due to the complexities involved in accounting for the recently enacted Tax Act, the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 118 requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act on earnings to the extent such reasonable estimate has been determined. Accordingly, the Company recorded the following reasonable estimates of the tax impact in its earnings for the year ended December 31, 2017.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


For the year ended December 31, 2017, the Company accrued a reasonable estimate of $547 of tax expense for the Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings. This amount includes the projected effect of foreign tax credits as well as projected state tax effects.
For the year ended December 31, 2017, the Company accrued $11,806 in provisional tax expense related to the net change in deferred tax assets stemming from the Tax Act’s reduction of the U.S. federal tax rate from 35% to 21%.
The Tax Act also includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”) measure that taxes certain payments between a U.S. corporation and its subsidiaries. The Company will be subject to the GILTI and BEAT provisions effective beginning January 1, 2018 and is in the process of analyzing their effects, including how to account for the GILTI provision from an accounting policy standpoint.
The final impact on the Company from the Tax Act’s transition tax legislation may differ from the aforementioned reasonable estimates of $11,806 and $547 due to the complexity of calculating and supporting with primary evidence such U.S. tax attributes as accumulated foreign earnings and profits, foreign tax paid, and other tax components involved in foreign tax credit calculations for prior years. Such differences could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition tax's reasonable estimate.
Pursuant to the SAB118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. Accordingly, the Company accrued the transition tax of $547 and a tax expense related to the net change in deferred tax assets of $11,806 for 2017 based on the reasonable estimate guidance. The Company will continue to calculate the impact of the U.S. Tax Act and will record any resulting tax adjustments during 2018.
Deferred income taxes reflect the net effects of temporary differences between the carrying amountsthat gave rise to significant portions of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We recorded a provisional adjustment to our U.S. deferred income taxes as of December 31, 2017 to reflect the reduction in the U.S. statutory tax rate from 35% to 21% resulting from the Tax Act. Significant components of our deferred tax assets and liabilities as of December 31, 2018 and 2017, are as follows:





ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


 2017 2016
Deferred tax assets:   
Allowance for doubtful accounts$146
 $286
Property and equipment396
 
Deferred revenue11
 27
Inventories7,265
 12,724
Stock-based compensation790
 1,857
Sales returns accrual4,343
 7,788
Acquisition costs, net of amortization116
 191
Intangible assets2,230
 77
Goodwill1,009
 1,663
HzO investment1,007
 1,483
Capital loss carry-over184
 271
Reserve on note receivable
 328
Net operating loss carryforward3,338
 21,313
Federal and state credit carryforwards3,440
 2,816
Other liabilities1,586
 1,619
Total gross deferred tax assets25,861
 52,443
Valuation allowance(1,458) (1,753)
Total deferred tax assets$24,403
 $50,690
    
Deferred tax liabilities:   
Property and equipment$
 $323
Other
 4
Total gross deferred tax liabilities
 327
Net deferred tax assets$24,403
 $50,363
December 31,
20182017
Deferred tax assets:
Allowance for doubtful accounts$141 $146 
Property and equipment145 396 
Deferred revenue— 11 
Inventories4,672 7,265 
Stock-based compensation562 790 
Sales returns accrual5,058 4,343 
Acquisition costs, net of amortization107 116 
Intangible assets4,087 2,230 
Goodwill926 1,009 
HzO investment1,048 1,007 
Capital loss carry-over191 184 
Net operating loss carryforward19 3,338 
Federal and state credit carryforwards2,070 3,440 
Other liabilities1,894 1,586 
Total gross deferred tax assets20,920 25,861 
Valuation allowance(1,517)(1,458)
Total deferred tax assets $19,403 $24,403 
The Company recorded a full valuation allowance against a deferred tax asset generated by potential capital losses on its investment in HzO. HzO is a development stage enterprise and given current operations and uncertainty of future profitability, management has determined that it is more likely than not that the deferred tax asset will not be realizable. Given this, a full valuation allowance at December 31, 2018 and 2017 of $1,048 and 2016 of $1,007, and $1,483, respectively, has been recorded against this deferred tax asset. In addition, at December 31, 20172018 and 2016,2017, the Company recorded a full valuation allowance against deferred tax assets resulting from capital loss carry-overs of $184$191 and $271,$184, respectively, as the Company determined that it was unlikely the capital loss carry-overs would be utilized. Additionally, a valuation allowance of $278 and $267 wasas of December 31, 2018 and 2017, respectively, were recorded on California research and development credit carryforwards that were added upon the acquisition of mophie.
Atmophie for the year ended December 31, 2017, we2017.
As of December 31, 2018, the Company had federal net operating loss carryforwardscarryforward of approximately $18,854, and state net operating loss carryforwards of $3,150,$90, which may be used to offset future taxable income. The net operating loss carryforwards will expire on various dates from 2034 through 2036.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets, the Company considers all available positive and negative evidence, including but not limited to scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. Additionally, we consider historical performance in our evaluation of the realizability of deferred tax assets, specifically, three years of cumulative operating income (loss).income. Weighing both the positive and negative evidence, management concludes no additional valuation allowance needs to be recorded at December 31, 2017 except for the items discussed above.2018. Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize its deferred tax assets. Moreover, historical data provides evidence of sustained profitability.
Immediately prior to the enactment of the Tax Act on December 22, 2017, the Company had approximately $3,608 of undistributed foreign earnings. Upon passage of the Tax Act, all $3,608 of undistributed foreign earnings became subject to U.S. federal tax. The Company recordedhas not recognized a provisional amount for our one-time transitiondeferred tax liability for ourthe undistributed earnings of its foreign subsidiaries, resultingoperations that arose in an increase2018 and prior years as the Company considers these earnings to be permanently reinvested. Cash held by foreign entities that is considered permanently re-invested totaled $14,271 as of December 31, 2018. There were earnings and profits that resided in incomethe Company’s foreign operations that were repatriated under recent U.S. tax reform; the impact of this repatriation was included in the provision and U.S. tax return for the year ended December 31, 2017. The Company considers these funds permanently re-invested.

24

ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


expense of $547. This amount may change when we finalize both the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and the amounts held in cash or other specified assets. Future foreign earnings will be taxed according to regulatory calculations in the period earned or eligible for a 100% dividends received deduction. No additional income taxes or withholding taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.
The Company recognizes the impact of a tax position in the financial statements if that position is more likely than not of being sustained upon audit, based on the technical merits of the position. As of December 31, 20172018 and 2016,2017, the Company recorded a tax contingency of $2,278$1,398 and $2,230,$2,278, respectively. The tax contingencies are primarily related to the Company's global tax strategy, certain transactions in foreign jurisdictions in prior periods, and research and development credits taken for federal and state purposes. Another component of the tax contingency relates to the mophie acquisition which relate to research and development credits taken for federal and state purposes. The tax contingencies, on a gross basis, are reconciled in the table below:
December 31,
20182017
2017 2016
Unrecognized tax benefits, as of January 1$2,230
 $1,265
Unrecognized tax benefits, as of January 1$2,278 $2,230 
Unrecognized tax benefits assumed in acquisition
 513
Gross increases (decreases) – tax positions in current period444
 479
Gross increases (decreases) – tax positions in current period27 444 
Gross increases (decreases) – prior year tax positions58
 
Gross increases (decreases) – prior year tax positions— 58 
Gross increases (decreases) – lapse of statute(454) (27)Gross increases (decreases) – lapse of statute(907)(454)
Total benefit$2,278
 $2,230
Total benefit$1,398 $2,278 
As of December 31, 2017,2018, the Company's liability related to unrecognized tax benefits was $2,278$1,398 of which $1,323$1,398 would impact the Company’s effective tax rate if recognized.
mophie, on a separate company basis, is currently under examination by the IRS for the years 2012 to 2015. The Company and the IRS have agreed to the audit findings, however, the audit is still subject to IRS Joint Committee review. The Company has agreed to the adjustments for the 2012 to 2015 years of the following: (1) an increase taxable income by $231 during the 2012 to 2014 period, (2) increase the research and development credit by $21 during the 2012 to 2014 period and (3) an adjustment of a $11,948 increase to taxable income in relation to bad debt reserve for the 2015 period. mophie is not currently under examination by any state tax authority, but remains subject to income tax examinations for each of its open tax years, which extend back to 2013 for federal income tax purposes and 2012 for state income tax purposes.
(7)(8) FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
At December 31, 20172018 and 2016,2017, the Company’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable, and a line of credit, and a term loan.credit. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturities of these financial instruments. The carrying value of the debt balances approximate fair value because the variable interest rates reflect current market rates.
(8)(9) DEBT AND LETTERSLINE OF CREDIT
Long-term debt, net as of December 31, 2018 and 2017, was as follows:
December 31,
20182017
Amount Weighted-Average Interest RateAmount Weighted-Average Interest Rate
2016 Credit and Security Agreement
2016 Revolver$— $23,475 3.30 %
2016 Term Loan, net of deferred loan costs of $0 and $141— 13,922 3.38 %
2018 Credit and Security Agreement
2018 Revolver58,363 4.03 %— 
Total debt outstanding58,363 37,397 
Current portion of total debt outstanding, net of deferred loan costs of $0 and $141— 37,397 
Total long-term debt outstanding$58,363 $— 

25


2018 Credit and Security Agreement
On April 12, 2018, the Company entered into an amended and restated credit and security agreement (the “2018 Credit and Security Agreement”) with KeyBank National Association (“KeyBank”), as administrative agent, Swing Line Lender and Issuing Lender, KeyBanc Capital Markets Inc., as sole lead arranger and sole book runner, and other members of the lender group, which was subsequently amended by a first amendment agreement dated as of November 28, 2018 (as amended, the “2018 Credit and Security Agreement”).
The 2018 Credit and Security Agreement consists of an $125,000 (“Maximum Revolver Amount”) secured revolving credit facility (the “2018 Revolver”), which is not subject to borrowing base limitations. In addition, at the Company’s option, up to $40,000 of the 2018 Revolver may be made available for the issuance of letters of credit. Proceeds from the 2018 Revolver were used to fully retire the 2016 Term Loan and thus, the 2018 Revolver is the only credit instrument effective April 12, 2018. As of December 31, 2018, no letters of credit were issued and $40,000 was available to be issued for letters of credit.
The 2018 Revolver initially bears interest at an annual rate, at the Company’s option, of (i) the base rate (as defined in the 2018 Credit and Security Agreement) plus a margin of 0.250% to 1.375% based on the prior quarter-end Leverage Ratio or (ii) the Eurodollar Rate (as defined in the 2018 Credit and Security Agreement) plus a margin of 1.250% to 2.375% based on the prior quarter-end Leverage Ratio. The 2018 Revolver matures April 11, 2023, subject to early termination in the event of default.
In addition, the Company is required to pay a monthly Applicable Commitment Fee Rate (as defined in the 2018 Credit and Security Agreement) that can fluctuate between 0.175% and 0.275% based on the Leverage Ratio (as defined in the 2018 Credit and Security Agreement). The commitment fee is calculated monthly using the Maximum Revolving Amount (as defined in the 2018 Credit and Security Agreement) at the end of each calendar month, minus the Revolving Credit Exposure (exclusive of the Swing Line Exposure) (each as defined in the 2018 Credit and Security Agreement) at the end of such day, multiplied by the Applicable Commitment Fee Rate in effect on such day divided by three hundred sixty (360). The monthly commitment fee is payable quarterly in arrears, commencing on July 1, 2018 and continuing on each regularly scheduled payment date thereafter.
The 2018 Credit and Security Agreement contains customary representations and warranties and restrictive covenants. The 2018 Credit and Security Agreement also contains affirmative and negative covenants requiring, among other things, the Company to meet certain financial ratio tests and to provide certain information to the lenders. The 2018 Credit and Security Agreement also includes financial maintenance covenants that require compliance with a Leverage Ratio and a Fixed Charge Coverage Ratio (both defined in the 2018 Credit and Security Agreement), tested at the end of each fiscal quarter commencing with the three months ended June 30, 2018.
The 2018 Credit and Security Agreement also contains customary events of default. If an event of default occurs, the lenders under the 2018 Credit and Security Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all other actions permitted to be taken by a secured creditor.
As part of the 2018 Credit and Security Agreement, the lockbox arrangement requirement in the 2016 Credit and Security Agreement was terminated and thus, the Company now has full control of cash upon receipt from customers. With the lockbox arrangement in the 2016 Credit and Security Agreement, amounts outstanding under the 2016 Revolver were classified as a current liability because cash receipts were required to be automatically swept against the 2016 Revolver. As the 2018 Credit and Security Agreement does not have a lockbox arrangement and the 2018 Revolver does not mature until 2023, the 2018 Revolver is classified as a noncurrent liability.
The Company incurred a loss of $243 of deferred loan costs written off for the retirement of the 2016 Credit and Security Agreement as of the 2018 Credit and Security Agreement effective date. In conjunction with the $521 previously capitalized deferred loan cost carried over from the 2016 Credit and Security Agreement, the Company capitalized $294 debt issuance costs for the 2018 Credit and Security Agreement and $170 debt issuance costs for the First Amendment, totaling a new beginning balance of $985 for deferred loan costs, with $865 remaining as of December 31, 2018 to be amortized which is included in other assets in the condensed consolidated balance sheets.
The weighted average interest rate of the secured revolving credit facilities were approximately 4.03% and 3.30% per annum as of December 31, 2018 and December 31, 2017, respectively. The weighted average interest rate of the 2016 Term Loan was 3.38% and the effective rate was 3.01% as of December 31, 2017. Contractual future payments under the 2018 Credit and Security Agreement are $58,363 from the 2018 Revolver, which will be due in 2023.
26


2016 Credit and Security Agreement
On March 3, 2016, the Company entered into a Creditcredit and Security Agreement (“security agreement (the “2016 Credit and Security Agreement”) with KeyBank as the administrative agent, with KeyBanc Capital Markets Inc., JP Morgan Chase Bank, N.A. (“JP Morgan”) and ZB, N.A., dba Zions First National Bank.
Bank (“Zions”) as lenders. The 2016 Credit and Security Agreement providesprovided an $85,000 revolving credit commitment (“Line of Credit”2016 Revolver”). Borrowings and repayments under the Line of Credit may occur from time to time in the Company’s ordinary course of business through the maturity date of March 2, 2021, at which time any amounts outstanding are to be paid in full (60-month term). All borrowings under the Line of Credit are2016 Revolver were subject to a borrowing base limit, which iswas calculated from outstanding accounts receivable and inventory, and reported to the administrative agent at least monthly. Interest on the Line of Credit will accrue2016 Revolver accrued at the base rate plus 0.5% or LIBORthe London Interbank Offered Rate (“LIBOR”) plus 1.5%. The Line of Credit is2016 Revolver was subject to an unused line fee calculated as 0.2% multiplied by the average unused amount of the Line of Credit.2016 Revolver.
The 2016 Credit and Security Agreement also providesprovided (1) a $25,000 term loan commitment (“2016 Term Loan”). Principal and, with interest payments on the Term Loan are to be made in consecutive monthly installments of $521 commencing on April 1, 2016 and continuing until the Term Loan is paid in full on March 2, 2020 (48-month term). Interest on the Term Loan will accrueaccrued at the base rate plus 1.0%1.00% or at a rate of LIBOR plus 2.0%.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


The Credit and Security Agreement also provides for2.00%; (2) letters of credit with a fronting fee of 0.125% (paid per annum) for all issued and outstanding letters of credit.
The Creditcredit; and Security Agreement provides for(3) a lockbox and cash collateral account that will bewas maintained with KeyBank. LineAs of Credit funds are swept intoDecember 31, 2017, the Company's operating account when funds are needed based on drawseffective rate on the operating account. The Credit and Security Agreement is collateralized by substantially all of the assets of the Company. The Credit and Security Agreement establishes two debt covenants that are measured on a quarterly basis:
Maximum Leverage Ratio: Defined as the ratio of total funded indebtedness to Consolidated EBITDA (as defined in the Credit and Security Agreement), which cannot be more than 3.50 on a trailing four quarter basis.
Minimum Fixed Charge Coverage Ratio: Defined as the ratio of Consolidated EBITDA (as defined in the Credit and Security Agreement) minus taxes, capital distributions and unfunded capital expenditures divided by the sum of interest payments, principal payments, and capital lease payments; the minimum allowed under the Credit and Security Agreement is 1.10 on a trailing four quarter basis.
2016 Term Loan was 3.01%.
In connection with the establishment of the 2016 Credit and Security Agreement, the Company incurred and capitalized $1,144 of direct costs; $884 of the costs arewere related to the line of credit2016 Revolver and as such arewere reflected as a component of other assets, and $260 was reflected as an offset to long-term debt in the consolidated balance sheet. For the yearsyear ended December 31, 2017, and 2016, the Company amortized $263 and $202 of these loan costs, respectively, which arewere included as a component of interest expense in the consolidated statements of operations.
On July 17, 2017, ZAGG Inc,the Company, KeyBank, National Association ,JP Morgan, and Zions First National Bank, and JPMorgan Chase Bank, N.A. (collectively, the “Lenders”), and KeyBank, as the administrative agent for the Lenders, entered into a Third Amendment Agreement (“Amendment”third amendment agreement (the “Amendment”), which amended the original2016 Credit and Security Agreement as follows:
Increasedto increase the Maximum Revolving Amount, as defined in the Credit Agreement, from $85,000 to:
$135,000 from July 17, 2017 to December 31, 2017;
$110,000 from January 1, 2018 to May 31, 2018; and
$100,000 from June 1, 2018, forward.
Expandedrevolving amount, expand Permitted Foreign Subsidiary Loans, Guaranties and Investments, increase the letter of credit commitment and the borrowing base, as defined in the Credit Agreement, to include:
A $2,000 loan dated April 5, 2017, from the Company to ZAGG International Distribution Limited; and
Any other loan or investment by the company or any domestic subsidiary of the Company in or to, or guaranty of indebtedness of, any foreign subsidiary of the Company for the period July 17, 2017, to March 31, 2018, in an aggregate amount not to exceed $8,000.
Increased the Letter of Credit Commitment, as defined in the Credit Agreement, from $7,500 to an aggregate amount of $40,000.
Increased the Borrowing Base, as defined the Credit Agreement, on a seasonal basis between August 1, 2017, and September 30, 2017, by $15,000, which seasonal increase to the Borrowing Base was subsequently extended by the Lenders to October 31, 2017.Amendment.
In connection with the Amendment, the Company also entered into replacement revolving credit notes with each of the Lenders. As consideration for entering into the Amendment, the Company agreed to pay the administrative agent and the Lenders total amendment and arrangement fees of $145, pursuant to the terms of an administrative agent fee letter and a closing fee letter entered into with KeyBank. The changes to the 2016 Credit and Security Agreement described above were made to support core-business opportunities.
Effective September 4, 2017, the Company directed KeyBank to establish an irrevocable standby letter of credit (“Letter of Credit”) to support purchases of inventory from a key supplier. The 2016 Credit and Security Agreement requiresrequired that the face value of the Letter of Credit reducereduced the Borrowing Baseborrowing base under the existing Line of Credit.
2016 Revolver. From September 4, 2017, through September 17, 2017, the face value amount of the Letter of Credit was $10,000. From September 18, 2017, through February 28, 2018 (the end of the contractual period), the face value was increased to $25,000. The Company agreed to pay interest at an annual rate of 1.625% calculated on the face value amount and paid quarterly, which interest iswas classified in interest expense on the consolidated statement of operations. Fees incurred associated with setting up the Letter of Credit for the year ended December 31, 2017 is $157. Interestwas $157 and interest incurred for the available balance on the Letter of Credit for the year ended December 31, 2017 was $147. No draws on the Letter of Credit occurred as of December 31, 2017.
For the years ended December 31, 2017 and 2016, $129 and $65, respectively, in unused line fees had been incurred and waswere included as a component of interest expense in the consolidated statementstatements of operations.
At December 31, 2017, the outstanding balance on the Line of Credit was $23,475. The interest rate on the Line of Credit was 3.00% for $20,000 of the balance, and 5.00% for $3,475 of the balance. At December 31, 2016 the outstanding balance on the Line of Credit was $31,307, and the interest rate on the entire balance on the Line of Credit was 2.21%.
At December 31, 2017, the weighted average interest rate on all outstanding borrowings under the Line of Credit was 3.30%. At December 31, 2016, the weighted average interest rate on all outstanding borrowings under the Line of Credit was 2.21%.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


At December 31, 2017, the interest rate on the Term Loan was 3.38%, and the effective rate was 3.01%. At December 31, 2016, the interest rate on the Term Loan was 2.50% and effective rate was 3.16%.
The Credit and Security Agreement includes a clause requiring a mandatory prepayment of a portion ofwas extinguished in connection with the Term Loan calculated as 25% of Excess Cash Flows (as defined in the Credit and Security Agreement) for the year ended December 31, 2017. Management performed the calculation as of December 31, 2017 and determined that a prepayment of $12,404 will be required under the terms of the2018 Credit and Security Agreement which will be due by April 15, 2018. The amount of the mandatory prepayment along with other scheduled monthly payments are included in the current portion of long-term debt, net of deferred loan costs on the consolidated balance sheet. For the year ended December 31, 2016, the excess cash flow prepayment of $4,299 which was due on June 30, 2017 was permanently waived by a consent letter from the Lenders on June 23, 2017.(as described above).
Contractual future payments under the Credit and Security Agreement are as follows:
 Line of Credit Term Loan Total
2018$
 $14,063
 $14,063
2019
 
 
202023,475
 
 23,475
Total$23,475
 $14,063
 $37,538
(9)(10) RESTRICTED STOCK
Equity Incentive Award Plans
In 2007, the Company’s board of directors adopted and in 2008 the Company’s shareholders approved the ZAGG Incorporated 2007 Stock Incentive Plan (the “2007 Plan”). On January 15, 2013, the Company’sour board of directors adopted and in June 2013, the Company’sour shareholders approved the ZAGG Inc 2013 Equity Incentive Award Plan (the “2013 Plan”), a new equity incentive plan intended to replace the 2007 Plan. Upon adoption of the 2013 Plan in January 2013, the Company ceased to grant awards pursuant to the 2007 Plan, though 6,239 shares remained available to grant under the 2007 Plan. All subsequent awards were, and all future awards will be, granted under the 2013 Plan. All awards that are outstanding under the 2007 Plan will continue to vest, be exercisable, and expire according to their respective terms.
. In April 2017, the compensation committee of the Company’sour board of directors adopted, and in June 2017, the Company’sour shareholders approved an amendment and restatement of the 2013 Plan (the “Amended Plan”). The Amended Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock, and restricted stock units can be awarded. The Amended Plan’s initial share reservation is 5,000 shares. The term of the plan is for 10 years from the date of original adoption of the Amended2013 Plan. As of December 31, 2017,2018, there were 2,498approximately 2,361 shares available for grant under the Amended Plan.
27


Restricted Stock
RestrictedThe fair value of the restricted stock awards are granted with a fair value equal tois based on the endingclosing share price of the Company’s common stock price on the date of grant. The restricted stock awards vest on a straight-line basis over a three-year vesting term for employees and a nine-month vesting term for annual director grants, depending on the terms of the individual grant. A summary of the status of the Company’s restricted stock awards as of December 31, 2017,2018, and changes during the year ended December 31, 2017,2018, is presented below:
Restricted Stock 
(in thousands)
Weighted-Average
Grant Date
Fair Value
(per share)
Outstanding as of December 31, 20171,034 $8.29 
Granted454 11.96 
Vested(509)8.28 
Forfeited(158)7.45 
Outstanding as of December 31, 2018821 $10.49 
 Restricted Stock (In thousands) 
Weighted-Average
Grant Date
Fair Value
(Per share)
Outstanding at December 31, 2016766
 $7.89
Granted604
 8.26
Vested(270) 7.13
Forfeited(66) 7.98
Outstanding at December 31, 20171,034
 $8.29
The grant of restricted stock awards with respective weighted-average fair value per share for the years ended December 31, 2018, 2017, and 2016, is summarized as follows:
For the Years Ended December 31, 
2018 2017 2016 
Granted 454 604 1,071 
Weighted average fair value per share $11.96 $8.26 $7.85 
As part of December 31, 2017, there was $5,072 of total unrecognized compensation cost related to nonvestedthe 454, 604, and 1,071 restricted stock awards granted underduring the years ended December 31, 2018, 2017, and 2016, the Company granted 182, 409, and 531 restricted stock incentive plans. That costawards, respectively, to certain executives and employees of the Company where vesting is expectedlinked to be recognized over a weighted-average periodspecific performance criterion. These performance-based restricted stock awards only vest upon the (1) Company’s achievement of approximately 1.2 years.specified thresholds of net sales, Adjusted EBITDA, or specific goals for the individual executive, and (2) continued employment through the applicable vesting date.
The estimated fair value of the restricted stock awards is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the award. TheFor the performance-based awards, the Company recognizes compensation expense on a straight-line basis for those performance-based awards thatwhen management estimates the performance criteria are probable to be achieved. DuringThe following is stock-based compensation expenses related to restricted stock awards and tax benefits recorded for the years ended


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


December 31, 2018, 2017, 2016, and 2015, the Company recorded equity-based2016:
For the Years Ended December 31,
2018 2017 2016 
Stock-based compensation expense related to restricted stock awards (1) $3,009 $3,602 $3,830 
Tax benefit recognized on stock-based compensation expense $813 $1,378 $1,465 
Tax benefit realized from vested restricted stock units $2,212 $962 $2,119 
(1) Stock-based compensation expense of $3,602, $3,830, and $3,893, respectively, which isexpenses are included as a component of selling, general, and administrative expense. The tax benefit recognizedexpense on equity-based compensation expense for the years ended December 31, 2017, 2016, and 2015, was $1,378, $1,465, and $1,489, respectively. The tax benefit realized from vested restricted stock forconsolidated statements of operations.
Certain employees of the years ended December 31, 2017, 2016, and 2015, was $962, $2,119, and $1,014, respectively.
During the years ended December 31, 2017, 2016, and 2015, certain ZAGG employeesCompany elected to receive a net amount of shares upon the vesting of restricted stock award grants in exchange for the Company incurringpaying up to the maximum statutory withholding amount of the employees’ tax liabilityliabilities for the fair value of the award on the vestvesting date. This resulted in the Company recording $2,722, $268, and $630, during the years ended December 31, 2018, 2017, and $724,2016, respectively, as a reduction to additional paid-in capital.
As of December 31, 2018, there was $6,090 of total unrecognized compensation cost related to nonvested restricted stock awards granted under the Amended Plan, which is expected to be recognized over a weighted-average period of approximately 1.3 years.
(10)
28


(11) TREASURY STOCK
During the fourth quarter of 2015, the Company’s board of directors authorized the repurchase of up to $20,000 of the Company’s outstanding common stock with no expiration date. The Company’s board of directors also authorized the use of a Rule 10b5-1 plan, which was put into placeplans during the fourth quarter of 2016. The 10b5-1 plan was subsequently terminated during the first quarter ofyears ended December 31, 2018 and 2017.
As of December 31, 20172018 and 2016,2017, a total of $17,558$5,462 and $19,049$17,558 remained authorized under the stock repurchase program, respectively.
ForOn March 11, 2019, the years ended December 31, 2017Company's board of directors authorized the cancellation of the 2015 stock repurchase program, and 2016,authorized a new stock repurchase program that grants the Company purchased 234 and 152 shares, respectively,repurchase of ZAGG Incup to $20,000 of the Company's outstanding common stock. Cash consideration paid for the purchase of ZAGG Inc common stock
The Company repurchased shares for the years ended December 31, 2018 and 2017, and 2016 was $1,492 and $951, respectively, which included commissions paid to brokers of $9 and $6, respectively. For the years ended December 31, 2017 and 2016, the weighted average price per share was $6.35 and $6.27, respectively. presented as follows:
For the Years Ended December 31,
20182017
Shares repurchased918 234 
Cash consideration paid$12,096 $1,492 
Commissions to brokers included in cash consideration paid$34 $
Weighted average price per share repurchased$13.18 $6.35 
The consideration paid has been recorded within stockholders’ equity in the consolidated balance sheet.sheets.
(11)(12) DEFINED CONTRIBUTION PLAN
The Company offers a 401(k) plan for full-time employees that is effective on the first day of employment. The Company matches participant contributions of 100% up to 5% of an employees’ salary that is immediately vested. Costs recognized for the years ended December 31, 2018, 2017, 2016, and 20152016, related to the employer 401(k) match, totaled $1,556, $1,298, $941, and $335,$941, respectively.
(12)(13) COMMITMENTS AND CONTINGENCIES
Operating leasesLeases
The Company leases office and warehouse space, office equipment, and a retail store, locationand other miscellaneous equipment and service items under operating leases that expire through 2025.2026. Future minimum rental payments required under the operating leases at December 31, 20172018 are as follows:
2019$3,198 
20202,842 
20212,457 
20222,517 
20231,976 
Thereafter2,098 
Total$15,088 
2018$2,107
20191,594
20201,539
20211,465
20221,495
Thereafter1,111
Total$9,311
ForCertain of the years ended December 31, 2017, 2016Company's leases contain free rent provisions, leasehold improvement incentives and 2015,options for renewal. Rent expenses, including the free rent expense was $2,847, $3,190,provisions and $1,642, respectively. Rent expense isleasehold improvement incentives, are recognized on a basis which approximates straight line over the lease term. Rent expense isFor the years ended December 31, 2018, 2017, and 2016, rent expenses were $3,217, $2,847, and $3,190, respectively, which were recorded as a component of selling, general and administrative expense on the consolidated statementstatements of operations.
29


Commercial Litigation
Daniel Huang, individuallyZAGG Inc and as shareholder representativemophie, Inc. v. ZAGG Inc,Anker Technology Co. Ltd. and Fantasia Trading LLC, United States District Court for the Central District of Chancery of the State of Delaware, C.A.California, Case No. 128428:17-CV-2193-DOC-DFM (the “Huang Delaware“Anker Lawsuit”). On October 21, 2016, Daniel Huang, asDecember 15, 2017, the representative of the formerCompany and mophie inc. shareholders, under the Merger Agreement as disclosed in Note 5, filed the Huang DelawareAnker Lawsuit alleging that Anker Technology Co. Ltd. (“Anker”) and Fantasia Trading LLC (“Fantasia”) infringe U.S. Patent Nos. 8,971,039, 9,077,013, 9,088,028, 9,088,029, 9,172,070, and 9,406,913 in connection with protective battery cases for smartphones. The Anker products accused of infringement include Anker’s Ultra Slim Extended Battery Case for iPhone 6 / 6s (4.7 inch) with 2850mAh capacity; Premium Extended Battery Case for iPhone 6 / 6s (4.7 inch) with 3100mAh Capacity; PowerCore Case for iPhone 7 (4.7 inch), 80% Extra Battery; PowerCore Case for iPhone 7 (4.7 inch), 95% Extra Battery; and 2400mAh MFI Certified Rubber-Feel Premium Rechargeable Extended Battery Case for iPhone 5s, 5. The complaint filed by the Company breached the Merger Agreement by failing to pay certain contingent payments (the “Contingent Payments”) related to tax refunds and customs duty recoveriesmophie seeks monetary damages and seeking damages in an amount no less than $11,420.injunction against Anker. On December 16, 2016, the CompanyMarch 12, 2018, Anker and Fantasia filed an Answeranswers and Counterclaimscounterclaims in the lawsuit. In its Answer,their answers, Anker and Fantasia denied infringement of any valid claim and asserted counterclaims for non-infringement and invalidity of the patents at issue. The Company acknowledged its obligation underdisputes Anker’s contentions and will defend the Merger Agreement to make the Contingent Payments under certain circumstances, but averred that this obligation was subject to a right to withhold the tax refundsclaims and customs duty recoveries received to date and, subjectotherwise respond to the Court’s ruling on the Company’s Counterclaims, subsequently set-off its damages against the Contingent Payments. In its Answer, the Company denied that any payments were due at that time or that it wasallegations. The matter is scheduled for trial in breach of any provision of the Merger Agreement.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


Regarding the Counterclaims, after the closing of the merger, ZAGG discovered breaches of certain representations, warranties and covenants made by Huang and mophie that have resulted in damages exceeding $22,000.
On October 31, 2017, the Company and Daniel Huang as the representative of the former mophie inc. shareholders, entered into a settlement agreement (“Delaware Settlement Agreement”). The Delaware Settlement Agreement provides for a mutual general release of all claims asserted in the Huang Delaware Lawsuit, dismissal of the Huang Delaware Lawsuit with prejudice and that (1) the Company received the $2,000 in cash held in escrow in connection with the Merger Agreement, (2) the former mophie shareholders received $8,000 of the Contingent Payments in full settlement (“Settlement Amount”) of all claims asserted against the Company in the Huang Delaware Lawsuit, and (3) the Company retained the remaining Contingent Payments in full settlement of all claims asserted in the Counterclaim in the Huang Delaware Lawsuit, totaling $6,967. The difference between the Contingent Payments recorded in purchase accounting and the Settlement Amount was recorded as a gain on the disputed mophie purchase price:
Contingent payments recorded in purchase accounting$12,139
Cash collected from duty recoveries2,828
Total contingent payments in accrued liabilities14,967
Settlement amount8,000
Gain on disputed mophie purchase price$6,967
ZAGG Inc et al. v. Daniel Huang et al., Orange County Superior Court, State of California, Civil No. 30-2016-00892767-CU-BC-CJC (the “Huang California Lawsuit”). On December 15, 2016, ZAGG and mophie filed a complaint against Daniel Huang and Immotor, LLC (“Immotor”). The complaint alleged that Huang and the company he founded, Immotor, misappropriated confidential information belonging to mophie while Huang was serving as an officer and director of mophie.
On October 31, 2017, the Company, mophie, Immotor and Daniel Huang entered into a settlement agreement (“California Settlement Agreement”). The California Settlement Agreement provides for a mutual general release of all claims asserted in the Huang California Lawsuit and of other claims asserted by Huang against the Company and mophie and that Huang would receive a non-exclusive license for certain power management technology for use solely in connection with two-wheeled vehicles.
The Company continues to retain rights under a representations and warranties insurance policy obtained at the time of the acquisition of mophie to seek reimbursement for payments of third party claims or to recover losses relating to breaches of mophie’s representations and warranties, except in respect of the claims released in connection the dismissal of the Huang Delaware Lawsuit and the Huang California Lawsuit. The Huang California Lawsuit was dismissed with prejudice.
Eric Stotz and Alan Charles v. mophie inc., U.S. District Court, Central District of California, Civil Action No. 2:16-cv-08898-GW-FFM. On January 13, 2017, Eric Stotz and Alan Charles, individually and on behalf of a purported class, filed a first amended class action complaint alleging that they purchased certain external battery packs and that the battery packs did not extend the life of the phones’ internal batteries as advertised and adversely affected the phones’ internal battery life. Plaintiffs allege violations of California’s unfair competition law, California’s Consumer Legal Remedies Act, New York’s unlawful deceptive acts and practices statute, and New York’s false advertising law.  The case was settled by the Company in January 2018.  The court ordered a dismissal with prejudice of all individual and putative class claims on January 23, 2018. The settlement amountNovember 2019. This matter is not consideredexpected to have a material toadverse effect on the Company’s financial position, results of operations, or liquidity.
Best Case and Accessories, Inc. v. Zagg, Inc. United States District Court for the Eastern District of New York, Case No. 1:18-CV-04048-LDH-RML (the “BCA Lawsuit”). On July 13, 2018, Best Case and Accessories, Inc. (Best Case) filed a complaint against the Company. The Company had previously sent a letter to Best Case alleging that it was using product packaging and display trade dress that is confusingly similar to the Company’s trade dress. In the complaint, Best Case alleges that it does not infringe the Company’s trade dress and that the Company tortuously interfered with Best Case's business relationships, which the Company disputes. On February 8, 2019, the Company filed a Complaint for trade dress infringement against Best Case in the United States District Court for the District of Utah, Case No. 2:19-CV-00090-PMW, in order to respond to the allegations and defend against the claims. This matter is not expected to have a material adverse effect on the Company’s financial position, results of operations, or liquidity.
SEC Investigation
In the fourth quarter of 2012, theThe Company received requests to provide documentation and information to the staff ofpreviously disclosed an investigation by the SEC in connection with an investigation being conducted by the SEC's Salt Lake City office. The Company believes the investigation includes a review of therelated to facts and circumstances surrounding former Chief Executive Officer Robert Pedersen's pledge and subsequent sale of Company shares and the fact that such pledges and sales were not disclosed in the Company's 2011 10-K filed on March 15, 2012, or 2012 Proxy filed on April 27, 2012. TheOn March 7, 2019, the Staff of the SEC informed the Company respondedthat, after additional consideration and analysis, it has decided to these requeststerminate the investigation and is cooperating withdismiss the staff although there has been no resolution to date.matter.
Other Litigation
The Company is not a party to any other material litigation or claims at this time. While the Company currently believes that the amount of any ultimate probable loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period.
The Company establishes reserves when a particular contingency is probable and estimable. The Company has not accrued for any loss as of December 31, 2017,2018, in the consolidated financial statements as the Company does not consider a loss to be probable or estimable. The


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


Company faces contingencies that are reasonably possible to occur; however, the reasonably possible exposure to losses cannot currently be estimated.
(13)(14) CONCENTRATIONS
Concentration of credit riskCredit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high credit quality financial institutions. The Company maintains its cash in bank deposit accounts, which, at times, exceed federally insured limits. The Company has not experienced any losses in cash accounts for the years ended December 31, 2018, 2017, 2016 and 2015.2016.
AtAs of December 31, 2018 and 2017, two separate customers exceeded 10% of the balance of accounts receivable, from two separate customers exceeded 10%: Superior Communications, Inc. (“Superior”) and Best Buy Co., Inc. (“Best Buy”). At December 31, 2016, the balance of accounts receivable from three separate customers exceeded 10%: Superior, Best Buy, and GENCO Distribution Systems, Inc. (“GENCO”).as follows:
December 31,
20182017
2017 2016
Superior31% 32%Superior 50%  31%  
Best Buy18% 22%Best Buy 15%  18%  
GENCO7% 10%
No other customer account balances were more than 10% of accounts receivable atas of December 31, 20172018 or 2016.2017. If one or more of the Company’s significant customers were to become insolvent or were otherwise unable to pay for the products provided, it would have a material adverse effect on the Company’s financial condition and results of operations.
30


Concentration of supplierSupplier
We doThe Company does not directly manufacture any of ourits products, rather we employthe Company employs various third partythird-party manufacturing partners in the United StatesU.S. and Asia to perform these services on ourits behalf. The services employed by these third parties include the selection of sub-suppliers that provide raw materials and other components used in the manufacturing process. We haveThe Company has endeavored to use common components and readily available raw materials in the design of ourits products that can be sourced from multiple sub-suppliers. However, raw film used in ourits InvisibleShield filmFilm and InvisibleShield On-Demand (“ISOD”)ISOD products has been produced by a single supplier for manythe last 10 years. OurThe Company's film supplier has contractually agreed to not sell the raw materials to any of ourits competitors.
Below is a high-level summary by product category of the manufacturing sources used by the Company:
Screen ProtectionOurThe screen protection product line is comprised of InvisibleShield Glass products (approximately 86% of 2018 screen protection sales or 49% of net sales), InvisibleShield glassFilm products InvisibleShield film products,(approximately 9% of 2018 screen protection sales or 5% of net sales), and ISOD film blanks.blanks (approximately 5% of 2018 screen protection sales or 3% of net sales). The InvisibleShield glassGlass products are sourced from factories in Asia with protective glass expertise, each of which uses a number of sub-suppliers for raw materials and other components. OurThe InvisibleShield filmFilm and ISOD products are sourced through ourthe Company's third-party logistics partner, who purchases the raw film inventory from a single supplier (as discussed above).
The VisionGuard raw materials are provided to the Company's manufacturers through an exclusive licensing agreement with a third-party partner.
BatteryProtective Cases – The protective case product line consists of (1) ZAGG cases designed to protect device-specific mobile devices, and (2) Gear4 cases featuring D3O technology designed to protect smartphones and tablets. The Company’s protective cases are sourced from factories in Asia with expertise in case protection manufacturing, each of which uses a number of sub-suppliers for raw materials and other components. For Gear4, the D3O raw materials are provided to the manufacturers through an exclusive licensing agreement with a third-party partner who is the sole manufacturer of D3O materials.
Power ManagementOur battery case andThe power management product linesline consists of power products that are designed to provide on-the-go power for tablets, smartphones, laptops,smartwatches, cameras, and virtually all other electronic mobile devices. OurWith the addition of HALO, the Company's power management product line includes power stations, wireless charging, car and wall chargers, portable power, power wallets, and more. The power products are sourced from factories in Asia with battery expertise, each of which uses a number of sub-suppliers for raw materials and other components.
KeyboardsAudioOurThe audio product line consists of earbuds, headphones, and speakers that are designed to be compatible with virtually all electronic mobile devices. The audio products are sourced from factories in Asia with audio expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Keyboards – The keyboard product line consists of (1) device specificdevice-specific keyboards designed to fit individual tablets produced by original equipment manufacturers, and (2) keyboards that are designed to be device agnosticdevice-agnostic and can be used on virtually any mobile device. OurThe keyboard products are sourced from factories in Asia with keyboard expertise, each of which uses a number of sub-suppliers for raw materials and other components.
Audio – Our audio product line consists of earbuds and headphones that are designed to be compatible with virtually all electronic mobile devices. Our audio products are sourced from factories in Asia with audio expertise, each of which uses a number of sub-suppliers for raw materials and other components.
OurThe Company's product and operations teams work closely with suppliers from initial product development and throughout the manufacturing process to ensure that (1) the supplier understands and will build according to the product specifications, (2) appropriate quality is maintained for the finished goods and for all sub-components, and (3) the supplier can meet ourthe Company's supply needs.
Concentration of salesSales


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


For the year ended December 31, 2018, Superior and Best Buy accounted for 10% or greater than 10% of net sales. For the year ended December 31, 2017, Superior was our largest customer and accounted for greater thanover 10% of net sales. For the yearsyear ended December 31, 2016, and 2015, Superior, Best Buy, and GENCO were our largest customers.accounted for over 10% of net sales. The amount of net sales for each of these customers are outlined as follows:
For the Years Ended December 31,
201820172016
Superior 23%  30%  27%  
Best Buy 10%  9%  11%  
GENCO 4%  8%  11%  
 2017 2016 2015
Superior30% 27% 17%
Best Buy9% 11% 20%
GENCO8% 11% 11%
DuringFor the years ended December 31, 2018, 2017, 2016, and 2015,2016, no other customers accounted for 10% or greater than 10% of net sales.
31


Although we havethe Company has contracts in place governing ourthe relationships with its retail distribution customers (“retailers”), the contracts are not long-term and all of ourthe retailers generally purchase from usthe Company on a purchase order basis. As a result, these retailers generally may, with little or no notice or penalty, cease ordering and selling ourthe Company’s products, or materially reduce their orders. If any of these retailers cease selling ourthe Company’s products, slow their rate of purchase of ourits products, or decrease the number of products they purchase, ourthe Company’s results of operations could be adversely affected.
The percentageAs of net sales by geographic region for the years ended December 31, 2017, 20162018 and 2015, was approximately:
 2017 2016 2015
United States84% 88% 91%
Europe9% 7% 8%
Other7% 5% 1%
At December 31, 2017, and 2016, net assets located overseas in international locations totaled $16,249$45,387 and $16,588,$16,249, respectively.


ZAGG INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, & shares in thousands, except per share data)


(14) SEGMENT REPORTING
As of June 30, 2017, the Company reported financial information on the following reportable segments: ZAGG and mophie. During the third quarter of 2017, management completed the consolidation of a number of ZAGG/mophie processes and functions, including the merging of the mophie enterprise resource planning (“ERP”) system into ZAGG’s ERP system. In addition, the executive team and related responsibilities were re-aligned such that global functional teams are directly managed by an executive from the corporate headquarters. These merged functional areas include the following: sales, marketing, product management, product development, operations, customer service, accounting, finance, legal, human resources, and IT.
In addition, as the Company has continued to evolve as a mobile lifestyle company, the information regularly reviewed by the chief operating decision maker is at the consolidated level for all types of products and services generated by the Company, including relevant sales and budget reviews.
Due to the changes described above, management reassessed its reportable segments during the third quarter of 2017, and concluded that the Company is a single reportable segment. As such, the Company has only one reportable segment as of December 31, 2017.
(15) QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial information is presented in the following summary:summary for the years ended December 31, 2018 and 2017:
For the Year Ended December 31, 2018 
First
Quarter 
Second
Quarter 
Third
Quarter 
Fourth
Quarter 
Year 
Net sales$112,066 $118,565 $141,087 $166,513 $538,231 
Income from operations7,919 5,193 18,256 20,328 51,696 
Net income7,029 3,215 14,626 14,319 39,189 
Earnings per share: (1)
Basic$0.25 $0.11 $0.52 $0.52 $1.40 
Diluted$0.24 $0.11 $0.51 $0.52 $1.38 
Weighted average common shares:
Basic28,209 28,299 28,241 27,687 28,064 
Diluted28,693 28,666 28,563 28,258 28,500 
For the Year Ended December 31, 2017 
First
Quarter 
Second
Quarter 
Third
Quarter 
Fourth
Quarter 
Year 
Net sales$92,946 $115,227 $134,398 $176,924 $519,495 
(Loss) income from operations(6,649)5,497 15,935 29,952 44,735 
Net (loss) income(6,138)3,403 9,776 8,059 15,100 
(Loss) earnings per share: (1)
Basic$(0.22)$0.12 $0.35 $0.29 $0.54 
Diluted$(0.22)$0.12 $0.34 $0.28 $0.53 
Weighted average common shares:
Basic28,059 27,963 27,969 27,969 27,996 
Diluted28,059 28,213 28,381 28,781 28,407 
(1) The earnings per share calculations for each of the quarters were based upon the weighted average number of shares outstanding during each period, and the sum of the quarters may not be equal to the full year earnings per common share amounts.
(16) SUBSEQUENT EVENT
On January 3, 2019, the Company entered into a membership interest purchase agreement to acquire HALO for a total purchase consideration of approximately $43,000. The total purchase consideration included a combination of cash and shares of Company common stock. HALO is a leading direct-to-consumer mobile accessories company with an extensive intellectual property portfolio that specializes in wireless charging, car and wall chargers, portable power, power wallets, and other accessories. The Company acquired HALO to expand its product portfolio and to enter into new distribution channels.
Due to the fact that the Company has not completed the audit of HALO's 2018 financial statements, nor has the Company obtained all of the information necessary to conclude on the fair values of the identifiable assets acquired and liabilities assumed as part of the HALO acquisition, the Company has not disclosed pro forma information and/or nonrecurring adjustments under ASC 805, Business Combinations. The Company expects to furnish preliminary information in the financial statements for the quarter ended March 31, 2019.
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 For the Year Ended December 31, 2017
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 Year
Net sales$92,946
 $115,227
 $134,398
 $176,924
 $519,495
Income (loss) from operations(6,649) 5,497
 15,935
 29,952
 44,735
Net income (loss)(6,138) 3,403
 9,776
 8,059
 15,100
Earnings (loss) per share: (1)         
Basic$(0.22) $0.12
 $0.35
 $0.29
 $0.54
Diluted(0.22) 0.12
 0.34
 0.28
 0.53
Weighted average common shares:         
Basic28,059
 27,963
 27,969
 27,969
 27,996
Diluted28,059
 28,213
 28,381
 28,781
 28,407
 For the Year Ended December 31, 2016
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 Year
Net sales$62,432
 $99,833
 $124,662
 $114,930
 $401,857
Loss from operations(3,703) (1,352) (12,710) (3,595) (21,360)
Net loss(3,290) (1,046) (7,105) (4,146) (15,587)
Loss per share: (1)         
Basic$(0.12) $(0.04) $(0.25) $(0.15) $(0.56)
Diluted(0.12) (0.04) (0.25) (0.15) (0.56)
Weighted average common shares:         
Basic27,710
 28,126
 28,125
 28,061
 28,006
Diluted27,710
 28,126
 28,125
 28,061
 28,006
(1)The earnings per share calculations for each of the quarters were based upon the weighted average number of shares outstanding during each period, and the sum of the quarters may not be equal to the full year earnings per common share amounts.