ACQUISITION OF MOPHIE INC. | (2) ACQUISITION OF MOPHIE INC. On February 2, 2016, ZAGG and ZM Acquisition, Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with mophie, a California corporation, the principal shareholders of mophie named therein (the “Principal Shareholders”), and Daniel Huang as representative of the mophie shareholders, warrant holders, and option holders, pursuant to which Merger Sub agreed to merge with and into mophie, with mophie continuing as the surviving corporation (the “Merger”). On March 3, 2016 (the “Acquisition Date”), the Company completed the Merger. The combination of ZAGG and mophie creates a diversified market leader in multiple mobile accessories categories. The Company purchased mophie for total gross up-front consideration of $100,000 in cash, subject to a working capital adjustment. The Merger Agreement includes 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 March 31, 2017 (the “Earnout Period”) exceeds $20,000. For every dollar in Adjusted EBITDA generated during the Earnout Period that exceeds $20,000, the Company will pay additional consideration at a five times multiple (“Earnout Consideration”). Any Earnout Consideration will initially be paid by the issuance of up to $5,000 in shares of the Company’s common stock valued as of February 2, 2016 (the day prior to the public announcement of the definitive agreement on February 3, 2016). In addition to the Earnout Consideration, the Company will also remit cash to the Principal Shareholders once the following contingent items related to pre-acquisition operations have been resolved: ● Federal and state tax refunds expected to be 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. ● Proceeds from the sale of real property located in Kalamazoo, Michigan. In addition, $2,000 of the cash consideration paid to the Principal Shareholders was placed in an escrow account to cover potential tax, legal, or other contingencies that could arise relating to pre-acquisition events for which ZAGG is indemnified. If charges exceed $2,000, ZAGG may recover these amounts through a $10,000 insurance policy related to representations and warranties. The following summarizes the components of the purchase consideration: Cash consideration $ 100,000 Preliminary working capital adjustment (23,478 ) Preliminary contingent payments 6,791 Preliminary fair value of earnout consideration 1,599 Total purchase price $ 84,912 The total purchase price of $84,912 has been preliminarily allocated to identifiable assets acquired and liabilities assumed based on their respective preliminary fair values. The total preliminary purchase price has been adjusted in the current period as a result of additional information related to the estimate of fair value of the assets acquired and liabilities assumed. This adjustment was recorded as an adjustment to goodwill during the second quarter. The excess of the purchase price over the fair value of tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. The allocation of goodwill to reportable segments has not yet been completed. The Company has performed preliminary analyses related to the calculation of the working capital adjustment and contingent payments, as these items relate to purchase accounting under U.S. GAAP. The working capital adjustment and the contingent payments are currently under review by the Company and the Principal Shareholders and the final determination of the working capital adjustment and contingent payments is still pending receipt of information in order to determine the appropriate amounts and these balances are yet to be agreed upon by the Company and the Principal Shareholders. The final determination and resolution of these items could result in a material adjustment to preliminary purchase price, including the preliminary allocation of purchase price to identifiable assets acquired and liabilities assumed, and could result in a material adjustment to the Company’s results of operations. The following table summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed as of the Acquisition Date. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are based on estimates and assumptions and are subject to revisions, which may result in adjustments to the preliminary values presented below, when management’s estimates are finalized: Cash and cash equivalents $ 1,779 Trade receivables (gross contractual receivables of $12,824) 12,823 Inventories 27,313 Prepaid expenses and other assets 1,073 Income tax receivable 11,537 Deferred tax assets 11,416 Property and equipment 10,196 Land held for sale 325 Amortizable identifiable intangible assets 51,040 Goodwill 28,725 Accounts payable (37,359 ) Income tax payable (196 ) Accrued liabilities (3,653 ) Deferred revenue (10 ) Sales returns liability (29,584 ) Other noncurrent liabilities (513 ) Total $ 84,912 The following table summarizes the change in preliminary estimates that were recorded during the second quarter: March 31, Change in Preliminary Estimates June 30, Cash and cash equivalents $ 1,779 $ - $ 1,779 Trade receivables 13,483 (660 ) 12,823 Inventories 37,290 (9,977 ) 27,313 Prepaid expenses and other assets 1,073 - 1,073 Income tax receivable 11,548 (11 ) 11,537 Deferred tax assets 24,925 (13,509 ) 11,416 Property and equipment 10,196 - 10,196 Land held for sale 325 - 325 Amortizable identifiable intangible assets 45,463 5,577 51,040 Goodwill 14,092 14,633 28,725 Accounts payable (38,121 ) 762 (37,359 ) Income tax payable (196 ) - (196 ) Accrued liabilities (6,092 ) 2,439 (3,653 ) Deferred revenue (10 ) - (10 ) Sales returns liability (17,150 ) (12,434 ) (29,584 ) Other noncurrent liabilities (18,491 ) 17,978 (513 ) Total $ 80,114 $ 4,798 $ 84,912 Because the acquisition of mophie occurred in an interim period and in light of the magnitude of the transaction and existing uncertainties, the Company’s fair value estimates for the purchase price, assets acquired, and liabilities assumed are preliminary and may change during the allowable measurement period. The allowable measurement period continues to the date the Company obtains and analyzes all relevant information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case is to exceed more than one year from the date of acquisition (March 3, 2017). The Company is analyzing information to verify assets acquired and liabilities assumed. As part of the acquisition of mophie, the Company incurred legal, accounting, and other due diligence fees that were expensed when incurred. Total fees incurred related to the acquisition of mophie for the three and six months ended June 30, 2016 were $305 and $2,322, respectively, which are included as a component of operating expenses on the condensed consolidated statement of operations. Identifiable Intangible Assets Classes of acquired intangible assets include tradenames, patents and technology, 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. 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 preliminary amounts assigned to each class of intangible asset and the related preliminary weighted average amortization periods are as follows: Intangible asset class Weighted-average amortization period Tradenames $ 19,648 10.0 years Patents and technology 19,960 7.4 years Customer relationships 8,648 5.0 years Non-compete agreements 2,384 5.0 years Backlog 400 0.3 years Total $ 51,040 Goodwill Goodwill represents the excess of the mophie purchase price over the fair value of the assets acquired and liabilities assumed. The Company believes that the primary factors supporting the amount of goodwill recognized are the significant growth opportunities and expected synergies of the combined entity. Results of Operations The results of operations of mophie are included in the Company’s results of operations beginning on March 3, 2016. For the three months ended June 30, 2016, mophie generated net sales of $32,023 and had a net loss of $9,613. For the period March 3, 2016 through June 30, 2016, mophie generated net sales of $39,659 and had a net loss of $13,727. Pro forma Results from Operations The following unaudited pro-forma results of operations for the three months ended June 30, 2015 and the six months ended June 30, 2016 and 2015 give pro forma effect as if the acquisition and borrowings used to finance the acquisition had occurred on January 1, 2015, 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. 3 Months Ended June 30, Net sales $ 125,155 Net income $ 2,181 Basic earnings per share $ 0.07 Diluted earnings per share $ 0.07 6 Months Ended June 30, June 30, Net sales $ 179,592 $ 234,935 Net loss $ (7,155 ) $ (1,112 ) Basic loss per share $ (0.25 ) $ (0.04 ) Diluted loss per share $ (0.25 ) $ (0.04 ) 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. 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 three months ended June 30, 2015, pro forma net income includes pro forma amortization expense of $2,609. In addition, the Company included interest from the new credit facility and amortization of debt issuance costs for the three months ended June 30, 2015 of $538, respectively. Material non-recurring adjustments excluded from the pro forma financial information above consists of the $4,988 step up of mophie inventory to its fair value, which is expected to be recorded as an unfavorable adjustment to cost of goods sold during the six months following the acquisition date. For the six months ended June 30, 2016 and 2015, pro forma net loss includes projected amortization expense of $4,412 and $5,418, respectively. In addition, the Company included interest from the new credit facility and amortization of debt issuance costs for the six months ended June 30, 2016 and 2015 of $1,007 and $1,081, respectively. The unaudited pro forma results do not reflect events that either have occurred or may occur after the Merger, including, but not limited to, the anticipated realization of ongoing savings from operating synergies in subsequent periods. They also do not give effect to certain charges that the Company expects to incur in connection with the Merger, including, but not limited to, additional professional fees, employee integration, retention and severance costs, or product rationalization charges. |