Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-34528 | ||
Entity Registrant Name | ZAGG Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2559624 | ||
Entity Address, Address Line One | 910 West Legacy Center Way | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Midvale | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84047 | ||
City Area Code | 801 | ||
Local Phone Number | 263-0699 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | ZAGG | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 197,841,738 | ||
Entity Common Stock, Shares Outstanding | 29,756,911 | ||
Entity Central Index Key | 0001296205 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Documents incorporated by reference. Portions of the Registrant's Definitive Proxy Statement for the Registrant's 2020 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. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 17,801 | $ 15,793 |
Accounts receivable, net of allowances of $1,143 and $885 | 142,804 | 156,667 |
Income tax receivable | 0 | 375 |
Inventories | 144,944 | 82,919 |
Prepaid expenses and other current assets | 6,124 | 5,473 |
Total current assets | 311,673 | 261,227 |
Property and equipment, net of accumulated depreciation of $14,159 and $11,844 | 18,019 | 16,118 |
Intangible assets, net of accumulated amortization of $95,632 and $78,627 | 63,110 | 52,054 |
Deferred income tax assets, net | 22,657 | 19,403 |
Operating lease right of use assets | 9,636 | |
Goodwill | 43,569 | 27,638 |
Other assets | 567 | 1,571 |
Total assets | 469,231 | 378,011 |
Current liabilities: | ||
Accounts payable | 87,303 | 80,908 |
Income tax payable | 5,266 | 0 |
Sales returns liability | 43,853 | 54,432 |
Accrued wages and wage related expenses | 6,328 | 6,624 |
Accrued liabilities | 15,164 | 13,723 |
Current portion of operating lease liabilities | 2,099 | |
Total current liabilities | 160,013 | 155,687 |
Line of credit | 107,140 | 58,363 |
Operating lease liabilities | 10,599 | |
Other long-term liabilities | 0 | 5,470 |
Total liabilities | 277,752 | 219,520 |
Commitments and contingencies (Notes 13 and 14) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000 shares authorized; 36,610 and 34,457 shares issued | 37 | 34 |
Treasury stock, 7,055 and 6,983 common shares, at cost | (50,455) | (49,733) |
Additional paid-in capital | 116,533 | 96,486 |
Accumulated other comprehensive loss | (1,631) | (1,410) |
Retained earnings | 126,995 | 113,114 |
Total stockholders' equity | 191,479 | 158,491 |
Total liabilities and stockholders' equity | $ 469,231 | $ 378,011 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 1,143 | $ 885 |
Accumulated depreciation on property and equipment | 14,159 | 11,844 |
Accumulated amortization on intangible assets | $ 95,632 | $ 78,627 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 36,610,000 | 34,457,000 |
Treasury stock (in shares) | 7,055,000 | 6,983,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 521,922,000 | $ 538,231,000 | $ 519,495,000 |
Cost of sales | 338,553,000 | 352,358,000 | 350,497,000 |
Gross profit | 183,369,000 | 185,873,000 | 168,998,000 |
Operating expenses: | |||
Advertising and marketing | 19,183,000 | 11,994,000 | 11,101,000 |
Selling, general and administrative | 135,039,000 | 108,623,000 | 105,398,000 |
Gain on disputed mophie purchase price | 0 | 0 | (6,967,000) |
Transaction costs | 1,930,000 | 1,678,000 | 725,000 |
Impairment of intangible asset | 0 | 0 | 1,959,000 |
Amortization of long-lived intangibles | 17,005,000 | 11,882,000 | 12,047,000 |
Total operating expenses | 173,157,000 | 134,177,000 | 124,263,000 |
Income from operations | 10,212,000 | 51,696,000 | 44,735,000 |
Other income (expense): | |||
Interest expense | (4,910,000) | (1,684,000) | (2,081,000) |
Other income (expense) | 565,000 | (483,000) | 698,000 |
Total other expense | (4,345,000) | (2,167,000) | (1,383,000) |
Income before income taxes | 5,867,000 | 49,529,000 | 43,352,000 |
Income tax benefits (provision) | 8,053,000 | (10,340,000) | (28,252,000) |
Net income | $ 13,920,000 | $ 39,189,000 | $ 15,100,000 |
Earnings per share attributable to stockholders: | |||
Basic earnings (loss) per share (in usd per share) | $ 0.48 | $ 1.40 | $ 0.54 |
Diluted earnings (loss) per share (in usd per share) | $ 0.48 | $ 1.38 | $ 0.53 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 13,920 | $ 39,189 | $ 15,100 |
Other comprehensive (loss) gain, net of tax: | |||
Foreign currency translation (loss) gain | (221) | (1,062) | 1,766 |
Total other comprehensive (loss) income | (221) | (1,062) | 1,766 |
Comprehensive income | $ 13,699 | $ 38,127 | $ 16,866 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Treasury Stock | Retained Earnings |
Balances at Dec. 31, 2016 | $ 117,262 | $ 34 | $ 92,782 | $ (2,114) | $ (36,145) | $ 62,705 |
Balances (in shares) at Dec. 31, 2016 | 33,840 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 15,100 | 15,100 | ||||
Other comprehensive income (loss) | 1,766 | 1,766 | ||||
Purchase of shares of treasury stock | (1,492) | (1,492) | ||||
Restricted stock release (in shares) | 262 | |||||
Employee stock purchase plan release | 29 | 29 | ||||
Employee stock purchase plan release (in shares) | 2 | |||||
Stock-based compensation expense | 3,602 | 3,602 | ||||
Payment of withholding taxes on restricted stock units | (268) | (268) | ||||
Balances at Dec. 31, 2017 | 135,999 | $ 34 | 96,145 | (348) | (37,637) | 77,805 |
Balances (in shares) at Dec. 31, 2017 | 34,104 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 39,189 | 39,189 | ||||
Other comprehensive income (loss) | (1,062) | (1,062) | ||||
Purchase of shares of treasury stock | (12,096) | (12,096) | ||||
Restricted stock release (in shares) | 351 | |||||
Employee stock purchase plan release | 54 | 54 | ||||
Employee stock purchase plan release (in shares) | 2 | |||||
Stock-based compensation expense | 3,009 | 3,009 | ||||
Payment of withholding taxes on restricted stock units | (2,722) | (2,722) | ||||
Balances at Dec. 31, 2018 | 158,491 | $ 34 | 96,486 | (1,410) | (49,733) | 113,114 |
Balances (in shares) at Dec. 31, 2018 | 34,457 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 13,920 | 13,920 | ||||
Other comprehensive income (loss) | (221) | (221) | ||||
Purchase of shares of treasury stock | (722) | (722) | ||||
Restricted stock release (in shares) | 275 | |||||
Employee stock purchase plan release | 61 | 61 | ||||
Employee stock purchase plan release (in shares) | 7 | |||||
Shares issued as consideration for acquisition of HALO | 12,968 | $ 2 | 12,966 | |||
Shares issued as consideration for acquisition (in shares) | 1,458 | |||||
Shares issued as consideration for acquisition of Gear4 | 3,886 | $ 1 | 3,885 | |||
Purchase of Gear4 (in shares) | 413 | |||||
Stock-based compensation expense | 4,022 | 4,022 | ||||
Payment of withholding taxes on restricted stock units | (887) | (887) | ||||
Balances at Dec. 31, 2019 | 191,479 | $ 37 | $ 116,533 | $ (1,631) | $ (50,455) | $ 126,995 |
Balances (in shares) at Dec. 31, 2019 | 36,610 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of accounting change | $ 0 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Treasury stock purchased (in shares) | 72 | 918 | 234 |
Shares issued as consideration for acquisition of Gear4 | $ 3,886 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 13,920,000 | $ 39,189,000 | $ 15,100,000 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Stock-based compensation | 4,022,000 | 3,009,000 | 3,602,000 |
Depreciation and amortization | 23,903,000 | 18,288,000 | 21,889,000 |
Loss on disposal of property and equipment | 111,000 | 38,000 | 34,000 |
Deferred income tax assets | (10,324,000) | 4,992,000 | 14,168,000 |
Revaluation of deferred income taxes from U.S. tax reform | 0 | 0 | 11,806,000 |
Amortization of deferred loan costs | 301,000 | 191,000 | 263,000 |
Loss on modification of debt | 0 | 243,000 | 0 |
Impairment of intangible asset | 0 | 0 | 1,959,000 |
Net accretion of contingent consideration | 915,000 | 0 | 0 |
Gain on disputed mophie purchase price | 0 | 0 | (6,967,000) |
Right of use asset expenses | 2,497,000 | ||
Changes in operating assets and liabilities (net of amounts acquired): | |||
Accounts receivable, net | 13,693,000 | (33,119,000) | (38,093,000) |
Inventories | (58,947,000) | (3,405,000) | (906,000) |
Prepaid expenses and other current assets | 847,000 | 1,192,000 | (1,113,000) |
Other assets | 500,000 | 1,805,000 | (928,000) |
Accounts payable | 4,486,000 | (18,714,000) | 10,677,000 |
Income taxes receivable (payable) | 5,250,000 | (3,827,000) | 4,866,000 |
Accrued liabilities | (777,000) | 747,000 | (4,505,000) |
Accrued wages and wage related expenses | (567,000) | 990,000 | (517,000) |
Deferred revenue | 0 | 0 | 42,000 |
Sales returns liability | (13,253,000) | 13,889,000 | 3,719,000 |
Lease liabilities | (2,645,000) | ||
Other | (154,000) | 350,000 | (1,022,000) |
Net cash (used in) provided by operating activities | (16,222,000) | 25,858,000 | 34,074,000 |
Cash flows from investing activities: | |||
Purchase of property and equipment, net of business acquired | (8,702,000) | (7,243,000) | (5,766,000) |
Proceeds from disposal of equipment and land | 490,000 | 25,000 | 29,000 |
Net cash used in investing activities | (28,576,000) | (40,020,000) | (5,737,000) |
Cash flows from financing activities: | |||
Payment of debt issuance costs | (244,000) | (463,000) | (157,000) |
Proceeds from revolving credit facility | 330,968,000 | 358,980,000 | 434,826,000 |
Payments on revolving credit facility | (282,191,000) | (336,071,000) | (442,659,000) |
Payments on term loan facility | 0 | (2,084,000) | (6,250,000) |
Purchase of treasury stock | (722,000) | (12,096,000) | (1,492,000) |
Payment of withholdings tax on restricted stock units | (887,000) | (2,722,000) | (268,000) |
Proceeds from issuance of stock under employee stock purchase plan | 61,000 | 54,000 | 29,000 |
Net cash provided by (used in) financing activities | 46,985,000 | 5,598,000 | (15,971,000) |
Effect of foreign currency exchange rates on cash and cash equivalents | (179,000) | (632,000) | 1,019,000 |
Net increase (decrease) in cash and cash equivalents | 2,008,000 | (9,196,000) | 13,385,000 |
Cash and cash equivalents at beginning of the period | 15,793,000 | 24,989,000 | 11,604,000 |
Cash and cash equivalents at end of the period | 17,801,000 | 15,793,000 | 24,989,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 4,587,000 | 1,674,000 | 1,776,000 |
Cash (refunded) paid during the period for income taxes, net | (3,347,000) | 9,123,000 | (2,174,000) |
Cash paid during the period for rent expenses included in the measurement of lease liabilities | 3,264,000 | ||
Supplemental schedule of noncash investing and financing activities: | |||
Purchase of property and equipment financed through accounts payable | 294,000 | 517,000 | 492,000 |
Modification of debt that resulted in payment of existing term loan balance | 0 | 11,991,000 | 0 |
Purchase of Gear4 through contingent payments and common stock | 3,886,000 | 9,355,000 | 0 |
Purchase of HALO through amounts due to seller, contingent payments and common stock | 16,642,000 | 0 | 0 |
Noncash change in lease asset and operating liabilities from remeasurement or termination of existing leases and addition of new leases | 2,644,000 | ||
BRAVEN | |||
Cash flows from investing activities: | |||
Purchase of BRAVEN and HALO | 0 | (4,451,000) | 0 |
Gear4 | |||
Cash flows from investing activities: | |||
Purchase of BRAVEN and HALO | 0 | (28,351,000) | 0 |
HALO | |||
Cash flows from investing activities: | |||
Purchase of BRAVEN and HALO | $ (20,364,000) | $ 0 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company ZAGG Inc and its subsidiaries (the “Company”) are innovation leaders in mobile tech accessories for smartphones and tablets. For over 10 years, the 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, audio, mobile keyboards, protective cases, and other mobile accessories sold under the ZAGG, InvisibleShield, mophie, IFROGZ, BRAVEN, Gear4, and HALO brands. In June 2011, the Company acquired IFROGZ, an audio company, which expanded its product lines beyond screen protection and keyboards. In March 2016, the Company acquired mophie inc. (“mophie”), a leader in the power management and power case categories. 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. 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. This acquisition expands the Company's 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 intellectual property portfolio. HALO designs, develops and markets innovative technology products to make consumers' lives easier. This acquisition enables 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 included in the Company's results of operations beginning January 3, 2019. Use of estimates The preparation of consolidated financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting 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 obsolescence, variable consideration related to revenue recognition, and 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 the 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 as of December 31, 2019 and 2018 totaled $56 and $83, respectively. Cash equivalents as of December 31, 2019 and 2018 consisted primarily of amounts receivable from credit card processors. 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 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, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Balance at beginning of year $ 885 $ 734 $ 824 Additions charged to expense 896 312 339 Reversal to expense (50) — — Write-offs charged against the allowance (583) (151) (444) Foreign currency translation (loss) gain (5) (10) 15 Balance at end of year $ 1,143 $ 885 $ 734 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 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 in the consolidated statements of income. Goodwill At least annually or when events and circumstances warrant an evaluation, the Company performs its impairment assessment of goodwill. This assessment permits an entity to initially 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. The Company determines the fair value of its reporting units based on discounted cash flows and market approach analyses as considered necessary. The Company considers factors such as the economy, reduced expectations for future cash flows coupled with a decline in the market price of its 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, the 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, Gear4, and HALO, which include customer relationships, trade names, patents and technology, non-compete agreements, and other miscellaneous intangible assets. 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, 2019 and 2018, 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 adopted Accounting Standards Codification (“ASC”) 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 a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company typically only charges sales taxes in transactions with customers on the Company's website. When the Company performs shipping and handling activities after the customer obtains control of the goods, 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 accounted for as fulfillment activities, as required by Topic 606. Prior to the adoption of Topic 606 using the modified retrospective approach on January 1, 2018, the Company recorded revenue using “Revenue Recognition” ( “Topic 605”). For the year ended December 31, 2017, revenue was recognized when persuasive evidence of an arrangement existed, product delivery had occurred or risk of loss had transferred to the customer, the sales price to the customer was fixed or determinable, and collectability was reasonably assured. The Company’s revenue during this period was derived from sales of products through its indirect channels, including retailers and distributors; through its direct channels, including www.ZAGG.com, and from the sale of its products through Company franchisees. For product sales, our standard shipping terms during this period was FOB shipping point, and we recorded revenue when the product was shipped, net of estimated returns and discounts. For some customers, the contractual shipping terms was FOB destination. For these shipments, we recorded revenue when the product was delivered, net of estimated returns and discounts as risk of loss had transferred to the customer at delivery. Promotional products given to customers or potential customers were recognized as a cost of sales. Cash incentives provided to our customers were recognized as a reduction of the related sale price, and, therefore, were a reduction in sales. Lease accounting The Company adopted ASC Topic 842, “Leases” (“Topic 842”) with a date of initial application of January 1, 2019. As a result of this adoption, the Company has changed its accounting policy for lease accounting. The Company determines if an arrangement is a lease at contract inception and then determines if such qualifying lease is classified as an operating lease or a finance lease. As of December 31, 2019, the Company determined that it only has operating leases under which the assets can be explicitly specified and physically distinct in the contracts. For operating leases, the Company measures lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. As most of its leases do not provide an implicit rate, the Company uses an incremental borrowing rate ( “ IBR”) based on relevant information available at each leases' commencement date in determining the present value of future payments for each individual lease. The IBR is obtained by request from the Company's banking partners, who provide a collateralized rate of borrowing based on each leases’ specific term and based on the Company’s credit worthiness. Right of use (“ROU”) assets are measured as the sum of the amount of the initial measurement of the lease liability, plus any prepaid lease payments made minus any lease incentives received, and any initial direct costs incurred. The Company’s lease terms may include options to extend or terminate leases that will be recognized when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components under the definition of Topic 842. Upon adoption of Topic 842, the Company elected a practical expedient not to separate the lease and non-lease components for its leases for physical space and equipment and accounts for them as a single lease component. Allowance for sales returns, warranties, and other credits The 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 for each product. Due to such policies, the Company’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 form 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 each transaction. The Company estimates a reserve for sales returns, warranties, and other credits, and records the respective estimated reserve amounts as a sales return liability in the consolidated balance sheets, including a right of return asset included in prepaid expenses and other current assets in the consolidated balance sheets when a product is expected to be returned and resold. Historical experience, actual claims, and customer return rights are the key factors used in determining the estimated sales returns, warranty claims, and other credits. The following summarizes the activity in the Company’s sales return, warranty, and other credits liability for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Balance at beginning of year $ 54,432 $ 34,536 $ 30,720 Cumulative effect of adoption of Topic 606 — 5,250 — Additions charged to sales 128,642 149,930 90,018 Sales returns and warranty claims charged against reserve (141,895) (135,963) (86,299) Assumed in acquisition of Gear4 — 846 — Assumed in acquisition of HALO 2,728 — — Foreign currency translation loss (54) (167) 97 Balance at end of year $ 43,853 $ 54,432 $ 34,536 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. 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 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. This will continue to be the Company’s intention. Foreign earnings will be taxed according to regulatory calculations in the period earned or eligible for a 100% dividends received deduction. Stock-based compensation The Company recognizes stock-based compensation expense in its consolidated financial statements for restricted stock units granted to 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 on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the award. For those performance-based awards, the Company recognizes compensation expense on a straight-line basis based 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, 2019, 2018, and 2017 were $19,183, $11,994, and $11,101, respectively. Foreign currency translation and transactions The Company’s primary operations are at the parent level which uses U.S. dollars (“USD”) as its functional currency. The Euro is the functional currency of the Company’s subsidiary in Ireland, 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 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 as a component of other income (expense) in the consolidated statements of income and totaled $345, $(360), and $590 for the years ended December 31, 2019, 2018, and 2017, respectively. Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if restricted stock units 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 per share and diluted earnings per share for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Net income $ 13,920 $ 39,189 $ 15,100 Weighted average shares outstanding: Basic 29,047 28,064 27,996 Dilutive effect of restricted stock units 195 436 411 Diluted weighted average shares outstanding 29,242 28,500 28,407 Earnings per share: Basic $ 0.48 $ 1.40 $ 0.54 Dilutive $ 0.48 $ 1.38 $ 0.53 For the years ended December 31, 2019, 2018, and 2017, restricted stock units to purchase 329, 144, and 19 shares of common stock, respectively, were not considered in calculating diluted earnings per share because the effect would be anti-dilutive. Business combinations The 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. The Company has engaged an independent third-party valuation firm to assist 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 the Company include customer relationships, trade names, patents and technology, non-compete agreements, and other miscellaneous intangible assets. The fair values assigned to the identified intangible assets are discussed in Note 6 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 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. Segment reporting The Company is in the process of consolidating a number of processes and functions from the HALO acquisition, including the merging of HALO's financial records system into the Company’s enterprise resource planning (“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. Recent accounting pronouncements Adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases” (“Topic 842”), which modifies 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. The Company adopted Topic 842 on January 1, 2019, using the modified retrospective approach. The adoption of Topic 842 includes the cumulative effect of adopting the new standard being recognized in retained earnings at January 1, 2019, which allows for the application of the standard solely to the transition period in 2019 but does not require application to prior fiscal comparative periods presented. Therefore, the prior period comparative information has not been adjusted and continues to be reported under the previous ASC Topic 840, “Leases” (“Topic 840”) standard. The Company also elected the package of available practical expedients allowable under Topic 842 guidelines in its adoption approach. See Note 13 for further details. Issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“Topic 326”), which replaces the incurred loss impairment methodology under the current guidance with an expected loss methodology that requires consideration of forward-looking information to estimate credit losses, with reasonable and supportable documentation. Topic 326 is effective for annual and interim periods beginning after December 15, 2019. The Company plans to adopt the guidance prospectively with recording a cumulative effect adjustment in retained earnings beginning January 1, 2020. The Company notes that Topic 326 will impact its short-term credit receivables, and is currently evaluating new credit loss models and its processes and controls in preparation for the adoption of Topic 326. The Company does not expect the adoption to have a material impact on the consolidated statement of income or the beginning balance of retained earnings. No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE 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 channels, including retailers, distributors, televised home shopping channels and franchisees; and through its direct channels, including its website www.ZAGG.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 products sold by the Company are considered distinct on their own and accounted for separately. In addition, 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 channels, customers typically pay in full at a point of sale. For products sold through indirect channels and franchisees, customers are extended credit that have terms which are less than six months. 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, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 Protection (screen protection and cases) 52% 57% 48% Power (power management and power cases) 36% 32% 41% Audio 5% 5% 5% Productivity (keyboards and other) 7% 6% 6% The percentage of net sales related to the Company’s key distribution channels for the years ended December 31, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 Indirect 87% 88% 89% Website 8% 8% 8% Franchisees 5% 4% 3% The percentage of net sales related to the Company’s key geographic regions for the years ended December 31, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 United States 77% 84% 84% Europe 13% 9% 9% Other 10% 7% 7% Contract Balances 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, 2019 and 2018: December 31, 2019 December 31, 2018 Receivables, which comprises the balance in accounts receivable, net of allowances $ 142,804 $ 156,667 Right of return assets, which are included in prepaid expenses and other current assets 2,177 999 Refund liabilities, which are included in sales return liability 39,790 49,786 Warranty liabilities, which are included in sales return liability 4,063 4,646 Contract liabilities, which are included in accrued liabilities 39 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. During the year ended December 31, 2019, revenue recognized that was included in the contract liability balance as of December 31, 2018, was $69. The following summarizes the activities in the Company’s warranty liabilities for the year ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Balance at beginning of year $ 4,646 $ 4,189 Additions 11,047 14,292 Warranty claims charged (11,629) (13,836) Foreign currency translation gain (1) 1 Balance at end of year $ 4,063 $ 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. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIESInventory consisted of the following components as of December 31, 2019 and 2018: December 31, 2019 2018 Finished goods $ 142,054 $ 81,397 Raw materials 2,890 $ 1,522 Total inventories $ 144,944 $ 82,919 Included in prepaid expenses and other current assets were inventory deposits with third-party manufacturers as of December 31, 2019 and 2018 of $148 and $382, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following as of December 31, 2019 and 2018: December 31, Useful Lives 2019 2018 Computer equipment and software 3 to 5 years $ 1,237 $ 2,180 Equipment and molds 3 to 10 years 18,851 13,662 Furniture and fixtures 7 years 1,876 1,904 Automobiles 5 years 75 85 Building and improvements 40 years 2,429 2,486 Leasehold improvements 1 to 7 years 7,710 7,320 Land — 325 Property and equipment, gross 32,178 27,962 Less accumulated depreciation and amortization (14,159) (11,844) Property and equipment, net $ 18,019 $ 16,118 For the years ended December 31, 2019, 2018, and 2017, depreciation expenses were $6,898, $6,293, and $9,727, respectively, which were included as a component of selling, general and administrative expense in the consolidated statements of income. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill During the years ended December 31, 2019 and 2018, goodwill increased in connection with the acquisitions of BRAVEN, Gear4, and HALO. The following table summarizes the changes in goodwill during 2019 and 2018: Balance as of December 31, 2017 $ 12,272 Increase in connection with the acquisition of BRAVEN 298 Increase in connection with the acquisition of Gear4 15,068 Balance as of December 31, 2018 27,638 Increase in connection with the acquisition of HALO 15,931 Balance as of December 31, 2019 $ 43,569 The Company noted no impairment of goodwill for the years ended December 31, 2019 and 2018. 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, 2019 and 2018: For the Year Ended December 31, 2019 Gross Carrying Amount Acquisitions Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Customer relationships $ 60,886 $ 12,346 $ (51,718) $ 21,514 7.7 years Trade names 43,787 4,409 (22,325) 25,871 9.7 years Patents and technology 19,323 11,306 (15,323) 15,306 8.3 years Non-compete agreements 5,896 — (5,477) 419 4.9 years Other 789 — (789) — 1.8 years Total amortizable assets $ 130,681 $ 28,061 $ (95,632) $ 63,110 8.3 years For the Year Ended December 31, 2018 Gross Carrying Amount Acquisitions Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Customer relationships $ 49,700 $ 11,186 $ (45,326) $ 15,560 7.6 years Trade names 31,269 12,518 (16,799) 26,988 9.9 years Patents and technology 18,451 872 (10,600) 8,723 8.0 years Non-compete agreements 5,896 — (5,118) 778 4.9 years Other 567 222 (784) 5 1.8 years Total amortizable assets $ 105,883 $ 24,798 $ (78,627) $ 52,054 8.3 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 canceled. 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 canceled patent to $0. Customer relationships, 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, 2019, 2018, and 2017, amortization expenses were $17,005, $11,988, and $12,159, respectively, which were primarily recorded as a component of operating expenses; however, amortization expenses related to acquired technology for the years ended December 31, 2019, 2018, and 2017 of $0, $106, and $112, respectively, were recorded as a component of cost of sales in the consolidated statements of income. Estimated future amortization expense for long-lived intangibles is as follows: 2020 $ 14,042 2021 12,117 2022 9,909 2023 8,506 2024 6,695 Thereafter 11,841 Total $ 63,110 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition of HALO On January 3, 2019, (the “HALO Acquisition Date”), ZAGG Hampton LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a membership interest purchase agreement (the “HALO Purchase Agreement”) with HALO and its equity owners to acquire all of the outstanding equity interests of HALO (the “HALO Acquisition”). 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, and other accessories. The Company acquired HALO to expand its product and intellectual property portfolio, and to enter into new distribution channels. The total purchase consideration for the HALO Acquisition was $23,649 in cash, 1,458 shares of the Company’s common stock valued at $12,968, and contingent consideration (the “HALO Earnout Consideration”) estimated at $1,544. The initial purchase price was subject to adjustment within 90 days of the HALO Acquisition Date based upon the final determination of HALO’s (i) working capital, (ii) indebtedness, and (iii) transaction expenses as set forth in the HALO Purchase Agreement. As noted in the HALO Purchase Agreement, the Company retained $2,130 from the cash due to the sellers and will hold this amount for 18 months following the HALO Acquisition Date as security for HALO’s indemnification obligations. The $2,130 retained by the Company that is due HALO is recorded in accrued liabilities in the consolidated balance sheets. HALO is also entitled to the HALO Earnout Consideration from the Company if HALO achieves the target Adjusted EBITDA set forth in the HALO Purchase Agreement for the year ending December 31, 2019. HALO's Adjusted EBITDA for the year ended December 31, 2019 achieved the target Adjusted EBITDA and as a result, the Company accrued an additional $2,544 for a total of $4,088 for the HALO Earnout Consideration and is included in accrued liabilities as of December 31, 2019. The following summarizes the components of the purchase consideration for HALO: Preliminary Allocation Adjustments to Working Capital and Fair Value Final Allocation January 3, 2019 Cash consideration $ 23,943 $ (294) $ 23,649 Company common stock 12,968 — 12,968 Contingent consideration 1,593 (49) 1,544 Total purchase price $ 38,504 $ (343) $ 38,161 The total purchase price of $38,161 has been 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. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of December 31, 2019: Preliminary Allocation Adjustments to Working Capital and Fair Value Final Allocation January 3, 2019 Cash $ 1,151 $ 4 $ 1,155 Accounts receivable (gross contractual receivables of $2,217) 2,436 (219) 2,217 Inventory 2,889 — 2,889 Inventory step up 494 — 494 Prepaid expenses and other assets 1,310 17 1,327 Property and equipment 627 — 627 Amortizable identifiable intangible assets 27,554 507 28,061 Goodwill 15,922 9 15,931 Operating lease right of use assets — 649 649 Other assets 546 (546) — Accounts payable (2,867) 126 (2,741) Income tax payable (501) 119 (382) Accrued expenses (217) 36 (181) Notes payable — (42) (42) Accrued wages and wage related expenses (324) 55 (269) Sales return liability (2,728) — (2,728) Deferred tax liability, net (6,177) (894) (7,071) Lease liabilities — (1,775) (1,775) Other long-term liabilities (1,611) 1,611 — Total $ 38,504 $ (343) $ 38,161 Identifiable Intangible Assets Classes of acquired intangible assets include technologies, trade names, and customer relationships. The fair value of the identifiable intangible assets was determined using the income 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 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 $ 11,307 8.8 years Trade names 4,408 10.0 years Customer relationships 12,346 8.0 years Total $ 28,061 Goodwill Goodwill represents the excess of the HALO 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. Acquisition Costs As part of the HALO Acquisition, the Company incurred legal, accounting, and other due diligence fees that were expensed when incurred. Total fees incurred related to the HALO Acquisition for the year ended December 31, 2019 was $795, which was included as a component of transaction costs on the consolidated statements of income. Results of Operations The results of operations of HALO were included in the Company’s results of operations beginning on January 4, 2019. For HALO’s results of operations from January 4, 2019 through December 31, 2019, HALO generated net sales of $34,608 and had net income before tax of $1,879. Acquisition of Gear4 On November 30, 2018 (the “Gear4 Acquisition Date”), Patriot Corporation Unlimited Company, an entity registered and incorporated in Ireland and a wholly-owned subsidiary of the Company, entered into a share purchase agreement (the “Gear4 Purchase Agreement”) with STRAX Holding GmbH, an entity registered and incorporated in Germany (“STRAX”), and Gear4 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 issued and outstanding equity securities of Gear4 (the “Gear4 Acquisition”). With its expansive global distribution channels, the Company believes that the Gear4 Acquisition will strengthen its case product profile to drive increased sales and profitability. The purchase consideration for the Gear4 Acquisition was $32,200 in cash, 638 shares of the Company's common stock valued at $6,001, and contingent consideration (the “Gear4 Earnout Consideration”) estimated at $1,629. The initial purchase price was subject to adjustment based on the results of Gear4's net sales as defined in the Gear4 Purchase Agreement for the year ended December 31, 2018. The Gear4 Earnout Consideration was recorded in accrued liabilities in the consolidated balance sheets as of December 31, 2019. The Company transferred to STRAX 413 shares of the Company's common stock valued at $3,886 in 2019 as part of the consideration for the Gear4 Acquisition. As agreed in the Gear4 Purchase Agreement, cash consideration of $1,725 and 225 shares of the Company's common stock valued at $2,116 was retained by the Company and 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 STRAX is recorded in accrued liabilities in the consolidated balance sheets as of December 31, 2019. 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 was also entitled to the Gear4 Earnout Consideration from the Company if the Gear4 net sales as reported in audited financial statements for the year ended December 31, 2019, reported under U.S. GAAP, exceeded certain targets. Specifically, if the Gear4's net sales as reported under U.S. GAAP for the year ended December 31, 2019 were equal to or exceeded $60,000 but less than $90,000, STRAX was entitled to $5,000. If the Gear4's net sales for the year ended December 31, 2019 were equal to or exceeded $90,000, STRAX was entitled to $10,000. The Gear4's net sales for the year ended December 31, 2019 did not exceed $60,000 and thus, no Gear4 Earnout Consideration was earned or paid. As a result, the Company reduced the contingent consideration payable of $1,629 to zero and recorded this amount in selling, general and administrative in the consolidated statements of income for the year ended December 31, 2019. The total purchase price of $39,830 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. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the Gear4 Acquisition Date: 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 trade names, customer relationships, and backlog. The fair value of the identifiable intangible assets was determined using the income 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 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 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 Gear4 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 significant growth opportunities and expected synergies of the combined entity. Results of Operations The results of operations of Gear4 were included in the Company's results of operations beginning on December 1, 2018. For Gear4's results of operations from December 1, 2018 through December 31, 2018, Gear4 generated net sales of $2,955 and had a net income before tax of $1,814. 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 years ended December 31, 2019 and 2018 were $292 and $595, respectively, which were included as a component of transaction costs on the consolidated statements of income. Pro Forma Results of Operations for HALO and Gear4 (UNAUDITED) The following pro-forma results of operations for the years ended December 31, 2019 and 2018, give pro forma effect as if the acquisitions of HALO and Gear4 and the related borrowings used to finance the acquisitions had occurred on January 1, 2018, 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. For the Years Ended December 31, 2019 2018 Net sales $ 521,922 $ 595,608 Net income $ 6,165 $ 33,736 Basic earnings per share $ 0.21 $ 1.20 Diluted earnings per share $ 0.21 $ 1.18 The 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, 2018. Furthermore, such 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. The nonrecurring pro forma adjustments attributable to the pro forma results of operations are as follows: For the Years Ended December 31, 2019 2018 Amortization expense $ 118 $ 6,091 Transaction costs $ (1,086) $ 1,086 Amortization of fair value adjustment to inventory $ (573) $ 589 Interest from the amended credit facility and amortization of debt issuance costs $ — $ 1,588 The pro forma results do not reflect events that either have occurred or may occur after the HALO Acquisition and Gear4 Acquisition, including, but not limited to, the anticipated realization of ongoing savings from operating synergies in subsequent periods. 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. 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 1 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 transaction costs on the consolidated statements of income. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income from operations before taxes for the years ended December 31, 2019, 2018, and 2017, consisted of the following: For the Years Ended December 31, 2019 2018 2017 U.S. operations $ 2,502 $ 44,236 $ 37,850 Foreign operations 3,365 5,293 5,502 Total $ 5,867 $ 49,529 $ 43,352 Income tax benefits (provision) components for the years ended December 31, 2019, 2018, and 2017, consisted of the following: For the Years Ended December 31, 2019 2018 2017 Current provision: Federal $ (303) $ (1922) $ (779) State (906) (2810) (532) Foreign (1,062) (617) (786) Total current provision (2,271) (5,349) (2,097) Deferred benefit (provision): Federal 6,018 (5,296) (25,919) State 1,699 184 (345) Foreign 2,607 121 109 Total deferred benefit (provision) 10,324 (4,991) (26,155) Total benefit (provision) $ 8,053 $ (10,340) $ (28,252) 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, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Tax at statutory rate (21% for 2019 and 2018, 35% for 2017) $ (1,232) $ (10,401) $ (15,173) State tax, net of federal tax benefit 1,956 (2,830) (1,217) Non-deductible expense and other (266) (300) (830) Effect of IP shift 8,125 — — Restricted stock units 55 833 (831) Foreign tax rate differential (532) 615 1,248 Federal/state research 519 — — GILTI (1,244) (299) — Mandatory repatriation of foreign earnings — — (547) Return to provision adjustment 760 778 (212) Reserve related to unrecognized tax benefits 330 598 107 Interest and penalties (6) (6) (1) Effect of federal rate change — — (11,806) Effect of state rate changes, net of federal tax benefit (227) 732 1,010 Change in valuation allowance (185) (60) — Total reconciliation amount $ 8,053 $ (10,340) $ (28,252) The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2019 and 2018, are as follows: December 31, 2019 2018 Deferred income tax assets: Allowance for doubtful accounts $ 225 $ 141 Property and equipment — 145 ROU asset 3,122 — Inventories 4,732 4,672 Stock-based compensation 785 562 Sales returns accrual 5,794 5,058 Acquisition costs, net of amortization 91 107 Intangible assets 6,434 4,087 Goodwill 786 926 HzO investment 1,028 1,048 Celio investment 157 — Capital loss carry-over — 191 Net operating loss carryforward — 19 Federal and state credit carryforwards 497 2,070 Other liabilities, including foreign 3,341 1,894 Total gross deferred tax assets 26,992 20,920 Valuation allowance (1,670) (1,517) Total deferred income tax assets 25,322 19,403 Deferred income tax liabilities: Property and equipment (355) — Lease liability (2,310) — Total deferred tax liabilities (2,665) — Deferred income tax assets, net $ 22,657 $ 19,403 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 the Company's ability to recover its 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 judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses. Additionally, the Company considers historical performance in its evaluation of the realizability of deferred tax assets, specifically, three years of cumulative operating income. Weighing both the positive and negative evidence, management concludes no additional valuation allowance needs to be recorded as of December 31, 2019. 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. Due to various factors, including but not limited to changes in the Irish tax laws, as well as the United States tax laws under the 2017 Tax Act, the Company’s existing intangible property structure was updated during 2019 including the intercompany transfer of intangible property among ZAGG entities in different taxing jurisdictions. As a result of this restructuring, various deferred tax assets were recognized in the period for the future tax benefits the Company expects to realize. The Company recorded a full valuation allowance against a deferred tax asset generated by 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, 2019 and 2018 of $1,028 and $1,048, respectively, has been recorded against this deferred tax asset. In addition, at December 31, 2019 and 2018, the Company recorded a full valuation allowance against deferred tax assets resulting from an investment in Celio of $157 and $160, respectively. The Company released the valuation allowance, along with the deferred tax asset that was attributable to the capital loss carry-overs. Capital losses can only be carried over for 5 years after generation. The capital loss carry-over was generated in 2013, and therefore, the period for utilization has expired. A valuation allowance as of December 31, 2019 and 2018 of $485 and $278 was recorded on California research and development credit carryforwards that were added upon the acquisition of mophie for the year ended December 31, 2017. The Company has not recognized a deferred tax liability for the undistributed earnings of its foreign operations that arose in 2019 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 $14,914 as of December 31, 2019. There were earnings and profits that resided in the 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. The Company is subject to federal, state, and foreign tax authority income tax examinations from time to time. The Company remains subject to income tax examinations for each of its open tax years, which extend back to 2016 under most circumstances. Certain taxing jurisdictions may provide for additional open years depending upon their statutes or if an audit is ongoing. 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, 2019 and 2018, the Company recorded a tax contingency of $1,068 and $1,398, 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, 2019 2018 Unrecognized tax benefits, as of January 1 $ 1,398 $ 2,278 Gross increases (decreases) – tax positions in current period 127 27 Gross increases (decreases) – lapse of statute (457) (907) Total benefit $ 1,068 $ 1,398 As of December 31, 2019, the Company's liability related to unrecognized tax benefits was $1,068 of which $1,068 would impact the Company’s effective tax rate if recognized. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTSAt December 31, 2019 and 2018, the Company’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable, and a line of 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. |
Debt and Line of Credit
Debt and Line of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT AND LINE OF CREDIT | DEBT AND LINE OF CREDIT Long-term debt, net as of December 31, 2019 and 2018, was as follows: December 31, 2019 2018 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Line of credit 107,140 4.64 % 58,363 4.03 % Total long-term debt outstanding $ 107,140 $ 58,363 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, a Second Amendment Agreement dated as of August 30, 2019, and a Third Amendment Agreement dated December 4, 2019 (as amended, the “2018 Credit and Security Agreement”). The 2018 Credit and Security Agreement currently consists of a $144,300 (“Maximum Revolver Amount”) secured revolving credit facility (the “2018 Revolver”), which is not subject to borrowing base limitation. 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 (the “Accordion”). Proceeds from the 2018 Revolver were used to fully retire the term loan under a credit and security agreement entered in 2016 (the "2016 Credit and Security Agreement") and thus, the 2018 Revolver is the only credit instrument effective April 12, 2018. As of December 31, 2019, $200 was issued under letters of credit and $36,960 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. Under the 2018 Credit and Security Agreement, the Company does not have a lockbox arrangement and has full control of cash upon receipt from customers. As the 2018 Revolver does not mature until 2023, the 2018 Revolver is classified as a noncurrent liability. The First Amendment Agreement increased the Maximum Revolver Amount of the 2018 Revolver by the $40,000 accordion from $85,000 to $125,000 with the Accordion amount available for the Company to use at the effective date of the First Amendment Agreement. In addition, the First Amendment Agreement allows the Company to add a new term loan or add to the existing Revolver another $25,000 within a specified period defined in the First Amendment Agreement. The Accordion’s maturity date is April 11, 2023, consistent with the existing maturity date of the Credit Agreement. The Second Amendment Agreement increased the Maximum Revolver Amount of the 2018 Revolver and the First Amendment Agreement by $11,800 (the “Temporary Accordion”) from $125,000 to $136,800, with the Temporary Accordion amount available for the Company to use at the effective date of the Second Amendment Agreement. The Temporary Accordion’s maturity date is December 31, 2019. The Third Amendment Agreement increases the Maximum Revolver Amount of the 2018 Revolver and the First Amendment Agreement by amending the Temporary Accordion to $19,300 (the “New Temporary Accordion”) from $125,000 to $144,300, with the New Temporary Accordion amount available for the Company to use at the effective date of the Third Amendment Agreement. The New Temporary Accordion’s maturity date is February 28, 2020. Except as amended by the First,Second, and Third Amendment Agreements, all terms and covenants within the Credit Agreement remain effective, including previously determined interest rate amounts. 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, $170 debt issuance costs for the First Amendment Agreement modification, $40 debt issuance costs for the Second Amendment Agreement modification, and $204 debt issuance costs for the Third Amendment Agreement modification, totaling a new gross balance of $1,229 for deferred loan costs, with $808 remaining as of December 31, 2019 to be amortized which is included in other assets in the consolidated balance sheets. Contractual future payments under the 2018 Credit and Security Agreement are $107,140 from the 2018 Revolver, which will be due in 2023. |
Restricted Stock
Restricted Stock | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
RESTRICTED STOCK | RESTRICTED STOCK Equity Incentive Award Plans In January 2013, the Company's board of directors adopted and in June 2013, the Company's shareholders approved the ZAGG Inc 2013 Equity Incentive Award Plan (the “2013 Plan”). In April 2017, the compensation committee of the Company's board of directors adopted, and in June 2017, the Company's 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, 2019, there were approximately 1,943 shares available for grant under the Amended Plan. Restricted Stock Units The fair value of the restricted stock unit awards granted is based on the closing share price of the Company’s common stock on the date of grant. The restricted stock unit 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 unit awards as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below: Restricted Stock Units Weighted-Average Grant Date Fair Value (per share) Outstanding as of December 31, 2018 821 $ 10.49 Granted 957 9.02 Vested (365) 9.71 Forfeited (449) 10.05 Outstanding as of December 31, 2019 964 $ 9.53 The grant of restricted stock unit awards with respective weighted-average fair value per share for the years ended December 31, 2019, 2018, and 2017, is summarized as follows: For the Years Ended December 31, 2019 2018 2017 Granted 957 454 604 Weighted average fair value per share $ 9.02 $ 11.96 $ 8.26 As part of the 957, 454, and 604 restricted stock unit awards granted during the years ended December 31, 2019, 2018, and 2017, the Company granted 287, 182, and 409 restricted stock unit awards, respectively, to certain executives and employees of the Company where vesting is linked to specific performance criterion. These performance-based restricted stock unit awards only vest upon the (1) Company’s achievement of specified thresholds of net sales, Adjusted EBITDA, or specific goals for the individual executive, and (2) continued employment through the applicable vesting date. For the year ended December 31, 2019, the Company did not meet the required financial metrics, and as such, 287 of performance-based restricted stock unit awards granted in 2019 with a fair value of $2,840 were forfeited. The estimated fair value of the restricted stock unit 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. For the performance-based awards, the Company recognizes compensation expense on a straight-line basis when management estimates the performance criteria are probable to be achieved. The following is stock-based compensation expenses related to restricted stock unit awards and tax benefits recorded for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Stock-based compensation expense related to restricted stock unit awards (1) $ 4,022 $ 3,009 $ 3,602 Tax benefit recognized on stock-based compensation expense $ 1,155 $ 813 $ 1,378 Tax benefit realized from vested restricted stock units $ 775 $ 2,212 $ 962 (1) Stock-based compensation expenses are included as a component of selling, general, and administrative expense on the consolidated statements of income. Certain employees of the Company elected to receive a net amount of shares upon the vesting of restricted stock unit award grants in exchange for the Company paying up to the maximum statutory withholding amount of the employees’ tax liabilities for the fair value of the award on the vesting date. This resulted in the Company recording $887, $2,722, and $268, during the years ended December 31, 2019, 2018, and 2017, respectively, as a reduction to additional paid-in capital. As of December 31, 2019, there was $5,853 of total unrecognized compensation cost related to nonvested restricted stock unit awards granted under the Amended Plan, which is expected to be recognized over a weighted-average period of approximately 2.1 years. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
TREASURY STOCK | 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 “2015 Stock Repurchase Program”). On March 11, 2019, the Company's board of directors authorized the cancellation of the 2015 Stock Repurchase Program, and authorized a new stock repurchase program of up to $20,000 of our outstanding common stock (the “2019 Stock Repurchase Program”). During the year ended December 31, 2019, the Company purchased 72 shares of ZAGG common stock for total consideration of $722, which included commissions and processing fees totaling $2. These purchases were made in the first quarter of 2019 under the 2015 Stock Repurchase Program. As of December 31, 2019, a total of $20,000 remained authorized under the 2019 Stock Repurchase Program. The Company repurchased shares for the years ended December 31, 2019 and 2018, presented as follows: For the Years Ended December 31, 2019 2018 Shares repurchased 72 918 Cash consideration paid $ 722 $ 12,096 Commissions to brokers included in cash consideration paid $ 2 $ 34 Weighted average price per share repurchased $ 10.00 $ 13.18 The consideration paid has been recorded within stockholders’ equity in the consolidated balance sheets. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Plan [Abstract] | |
DEFINED CONTRIBUTION PLAN | DEFINED CONTRIBUTION PLANThe 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, 2019, 2018, and 2017, related to the employer 401(k) match, totaled $1,757, $1,556, and $1,298, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Adoption of Topic 842 The Company adopted Topic 842 on January 1, 2019, using the modified retrospective approach. The adoption of Topic 842 resulted in an increase in long-term lease liabilities of $10,684 which was included in operating lease liabilities; an increase in short-term lease liabilities of $2,362 which was included in current portion of operating lease liabilities; an initial recognition of right of use ( “ ROU”) assets of $8,842 which was included in operating lease right of use assets; a derecognition of $3,346 related to lease liabilities under Topic 840 which was included in accrued liabilities; a decrease in deferred rent of $819 which was included in accrued liabilities; and a decrease of $39 in retained earnings as a cumulative effect of adoption. As the Company did not have any finance leases upon adoption of Topic 842 at January 1, 2019, the largest driver of changes for the adoption of Topic 842 was the addition of the Company’s operating leases to the consolidated balance sheet, creating ROU assets and lease liabilities on the consolidated balance sheet as of December 31, 2019. Under Topic 840, operating leases were not included on the consolidated balance sheets, whereas under Topic 842, ROU assets and lease liabilities are calculated and recorded on the lease commencement date. The standard had a material impact in the Company’s consolidated balance sheets, but did not have a significant impact in its consolidated statements of income. In addition, the adoption of Topic 842 had no impact to cash provided by or used in operating, financing, or investing on the consolidated statements of cash flows. Lease information The Company has operating leases for offices, retail stores, and warehouse space that expire through 2027. The Company’s leases have remaining lease terms of 1 month to 8 years, some of which include options to extend the leases up to 10 years. The following summarizes the activities in the Company’s ROU assets and lease liabilities for the year ended December 31, 2019: Beginning Balance as of January 1, 2019 Adoption of Topic 842 Additions Termination Costs Ending Balance as of December 31, 2019 Operating lease ROU assets $ — $ 8,842 $ 3,388 $ (97) $ (2,497) $ 9,636 Beginning Balance as of January 1, 2019 Adoption of Topic 842 Additions Termination Payments, less accretion Ending Balance as of December 31, 2019 Operating lease liabilities $ — $ 13,046 $ 2,398 $ (101) $ (2,645) $ 12,698 For the years ended December 31, 2019, 2018, and 2017, rent expense was $3,678, $3,217, and $2,847, respectively. Rent expense is recognized on a basis which approximates straight-line over the lease term and is recorded as a component of selling, general and administrative expense on the consolidated statement of operations. As of December 31, 2019, the Company had a weighted-average remaining lease term of 5.0 years and a weighted-average discount rate used to calculate the lease liability of 4.42%. Future maturities of lease liabilities as of December 31, 2019 were as follows: 2020 $ 3,300 2021 2,838 2022 2,737 2023 2,202 2024 1,402 Thereafter 1,739 Total lease payments 14,218 Less: imputed interest (1,520) Lease liabilities $ 12,698 No other leases have been entered into under which the Company has significant rights and obligations as the lessee except those noted above. Minimum rental payments for operating leases required under Topic 840 as of December 31, 2018, are as follows: 2019 $ 3,198 2020 2,842 2021 2,457 2022 2,517 2023 1,976 Thereafter 2,098 Total operating lease commitments $ 15,088 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENT AND CONTINGENCIES Purchase Obligation As of December 31, 2019, the Company was committed to purchase materials from certain suppliers that are enforceable, legally binding and cancellable only in certain circumstances. The unconditional purchase obligations for fiscal years 2020 through 2022 are $6,386, $7,543, and $7,543 respectively. For the year ended December 31, 2019, $7,807 of materials was purchased under the unconditional purchase obligations. Commercial Litigation Dan Dolar, an individual and on behalf of those similarly situated, Plaintiff, v. mophie Inc., a California corporation, Defendant, Superior Court of the State of California, Orange County, Case No. 30-2019-01066228-CU-BT-CXC . On April 25, 2019, Dolar filed a complaint against mophie inc. (“mophie”) alleging, among other things, violation of California Consumers Legal Remedies Act, California False Advertising Law, breach of express warranty, violation of the Magnuson-Moss Warranty Act, violation of California Unfair Competition Law, and violation of state Consumer Protection Statutes. The complaint alleged that mophie mischaracterizes the mAh ratings of the batteries in its products, and asked the court to certify a class of Californians who purchased mophie battery-enabled products. On June 14, 2019, the court dismissed the complaint without prejudice at Dolar’s request so that Dolar’s claims could be pursued in the United States District Court in the case of Young v. mophie Inc. , Case No. 8:19-cv-00827-JVS-DFM, discussed below. Michael Young and Dan Dolar, individually and on behalf of other similarly situated individuals, Plaintiff, v. mophie Inc., Defendant, United States District Court, Central District of California , Case No. 8:19-cv-00827-JVS-DFM. This action started with a complaint filed by Young against mophie on May 2, 2019. On June 13, 2019, Young and Dolar joined together as plaintiffs and filed a first amended complaint (the “FAC”). In the FAC, Young and Dolar allege, among other things, that mophie has engaged in unfair and deceptive acts and practices in violation of the California Consumer Legal Remedies Act, violation of California’s False Advertising Law, violation of California’s Unfair Competition Law, violation of the Florida Deceptive and Unfair Trade Practices Act, violation of purportedly material identical state consumer protection statutes in various other states, violation of the Magnuson-Moss Warranty Act, breach of express warranty, and unjust enrichment. The FAC is based on Young’s and Dolar’s allegation that mophie mischaracterizes the mAh ratings of the batteries in certain of its products. Young and Dolar seek to certify a class of consumer nationwide and in various states who purchased mophie battery-enabled products. The FAC does not specify an amount of damages claimed, but alleges that damages will be in excess of $5,000. On July 11, 2019, mophie filed a motion to dismiss all of the claims asserted in the action. On October 9, 2019, the court entered an order granting in part and denying in part mophie's motion to dismiss. In its order, the court dismissed Young’s and Dolar’s Multi-State class of claims brought under the laws of states other than California and Florida, and the court denied the other relief requested in mophie’s motion to dismiss. mophie denies that it has engaged in the alleged practices, and intends to vigorously defend the lawsuit. Enchanted IP v. mophie, Inc. , 19-CV-1648 (Central District of California). On August 27, 2019, Enchanted IP LLC filed an action for patent infringement against mophie, Inc. in the Central District of California, asserting U.S. Patent No. 6,194,871. This patent generally relates to a charge and discharge control circuit for an external secondary battery. The complaint identifies mophie’s JuicePack reserve micro product as an accused product and seeks damages and injunctive relief. Enchanted IP does not appear to make or sell any products, and the asserted ‘871 patent expires in April 2020. ZAGG responded to the complaint on October 21, 2019 to formally assert its defenses and counterclaims. The court has set a final pre-trial conference for April 2021, and the trial is expected to take place in the second quarter of 2021. mophie denies that it has engaged in the alleged practices, and intends to vigorously defend the lawsuit. Shenzhen CN-iMX Technology Co., Ltd. v. Apple Electronic Products Trading (Beijing) Co., Ltd. and ZAGG (Shenzhen) Technology Development Co., Ltd. (2019) Yue 03 Pre-docketing Mediation No. 3234. In August 2019, Shenzhen CN-iMX Technology Co., Ltd. filed an action in Shenzhen Intermediate Court against ZAGG China and Apple, asserting infringement of Chinese Patent No. ZL 2012 1 0335618.4 relating to a method of wireless charging. The action identifies mophie’s PowerStation wireless XL charger as an accused product and seeks damages and injunctive relief. Because the infringement action has not yet been formally docketed, ZAGG has not yet filed a substantive response. In September 2019, ZAGG filed a separate invalidation request (Case No. 4W9507) to challenge the validity of the patent, and that action is currently scheduled for an oral hearing on April 7, 2020. 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 accrued $750 and $0 in the consolidated balance sheets as of December 31, 2019 and 2018, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | CONCENTRATIONS Concentration of Credit 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, 2019, 2018, and 2017. As of December 31, 2019, Verizon Wireless (“Verizon”) and Best Buy Co., Inc. (“Best Buy”) exceeded 10% of the Company's accounts receivable. As of December 31, 2018, Superior Communications, Inc. (“Superior”) and Best Buy exceeded 10% of the Company's accounts receivable. The amount of accounts receivable for each of these customers are outlined as follows: December 31, 2019 2018 Verizon 24 % 1 % Best Buy 14 % 15 % Superior 5 % 50 % The Company began transitioning to a direct sales relationship with Verizon during the second half of 2018, which has continued to progress throughout 2019. Previous to the Company's direct sales relationship with Verizon, Verizon purchased the Company's products through Superior. Other than the customers noted in the table above, no other customer account balances exceeded 10% of accounts receivable as of December 31, 2019 and 2018. 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. Concentration of Supplier The Company does not directly manufacture any of its products, rather the Company employs various third-party manufacturing partners in the U.S. and Asia to perform these services on its 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. The Company has endeavored to use common components and readily available raw materials in the design of its products that can be sourced from multiple sub-suppliers. However, raw film used in its InvisibleShield Film and ISOD products has been produced by a single supplier for over 10 years. The Company's film supplier has contractually agreed to not sell the raw materials to any of its competitors. Below is a high-level summary by product category of the manufacturing sources used by the Company: • Protection (Screen Protection and Cases) – The screen protection product line is comprised of InvisibleShield Glass products (approximately 75% of 2019 screen protection sales or 33% of net sales), InvisibleShield Film products (approximately 13% of 2019 screen protection sales or 6% of net sales), and ISOD film blanks (approximately 12% of 2019 screen protection sales or 5% of net sales). The InvisibleShield Glass 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. The InvisibleShield Film and ISOD products are sourced through the 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. 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. 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 (Power Management and Power Cases) – The power management product line consists of power products that are designed to provide on-the-go power for tablets, smartphones, smartwatches, cameras, and virtually all other electronic mobile devices. With 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. • Audio – The 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. • Productivity (Keyboards and Other) – The 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. The 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. The 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 product specifications, (2) appropriate quality is maintained for the finished goods and for all sub-components, and (3) the supplier can meet the Company's supply needs. Concentration of Sales For the year ended December 31, 2019, Verizon and Best Buy exceeded 10% of net sales. For the year ended December 31, 2018, Superior and Best Buy exceeded 10% of net sales. For the year ended December 31, 2017, Superior exceeded 10% of net sales. The amount of net sales for each of these customers are outlined as follows: For the Years Ended December 31, 2019 2018 2017 Verizon 17 % 1 % — % Best Buy 10 % 10 % 9 % Superior 2 % 23 % 30 % For the years ended December 31, 2019, 2018, and 2017, no other customers exceeded 10% of net sales. Although the Company has contracts in place governing the relationships with its retail distribution customers (“retailers”), the contracts are not long-term and all the retailers generally purchase from the Company on a purchase order basis. As a result, these retailers generally may, with little or no notice or penalty, cease ordering and selling the Company’s products, or materially reduce their orders. If any of these retailers cease selling the Company’s products, slow their rate of purchase of its products, or decrease the number of products they purchase, the Company’s results of operations could be adversely affected. As of December 31, 2019 and 2018, net assets located overseas in international locations totaled $28,944 and $45,387, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial information is presented in the following summary for the years ended December 31, 2019 and 2018: For the Year Ended December 31, 2019 First Second Third Fourth Year Net sales $ 78,750 $ 106,796 $ 146,488 $ 189,888 $ 521,922 Gross profit 23,822 37,759 54,345 67,443 183,369 (Loss) income from operations (17,060) (6,219) 11,658 21,833 10,212 Net (loss) income (14,424) (5,336) 8,682 24,998 13,920 (Loss) earnings per share: (1) Basic $ (0.50) $ (0.18) $ 0.30 $ 0.86 $ 0.48 Diluted $ (0.50) $ (0.18) $ 0.30 $ 0.86 $ 0.48 Weighted average common shares: Basic 28,883 29,064 29,077 29,160 29,047 Diluted 28,883 29,064 29,127 29,379 29,242 For the Year Ended December 31, 2018 First Second Third Fourth Year Net sales $ 112,066 $ 118,565 $ 141,087 $ 166,513 $ 538,231 Gross profit 37,592 37,657 52,171 58,453 185,873 Income from operations 7,919 5,193 18,256 20,328 51,696 Net income 7,029 3,216 14,626 14,318 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: Basic 28,209 28,299 28,241 27,687 28,064 Diluted 28,693 28,666 28,563 28,258 28,500 (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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting 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 obsolescence, variable consideration related to revenue recognition, and 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 | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Cash equivalents | 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 as of December 31, 2019 and 2018 totaled $56 and $83, respectively. Cash equivalents as of December 31, 2019 and 2018 consisted primarily of amounts receivable from credit card processors. |
Fair value measurements | 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 | Accounts receivable 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. |
Inventories | 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 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 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 in the consolidated statements of income. |
Goodwill | Goodwill At least annually or when events and circumstances warrant an evaluation, the Company performs its impairment assessment of goodwill. This assessment permits an entity to initially 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. The Company determines the fair value of its reporting units based on discounted cash flows and market approach analyses as considered necessary. The Company considers factors such as the economy, reduced expectations for future cash flows coupled with a decline in the market price of its 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, the 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. |
Intangibles assets | Intangible assets Intangible assets include internet addresses, intellectual property, and acquired intangibles in connection with the acquisitions of IFROGZ, mophie, BRAVEN, Gear4, and HALO, which include customer relationships, trade names, patents and technology, non-compete agreements, and other miscellaneous intangible assets. 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 | 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, 2019 and 2018, 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 | 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 | Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 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 a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company typically only charges sales taxes in transactions with customers on the Company's website. When the Company performs shipping and handling activities after the customer obtains control of the goods, 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 accounted for as fulfillment activities, as required by Topic 606. Prior to the adoption of Topic 606 using the modified retrospective approach on January 1, 2018, the Company recorded revenue using “Revenue Recognition” ( “Topic 605”). For the year ended December 31, 2017, revenue was recognized when persuasive evidence of an arrangement existed, product delivery had occurred or risk of loss had transferred to the customer, the sales price to the customer was fixed or determinable, and collectability was reasonably assured. The Company’s revenue during this period was derived from sales of products through its indirect channels, including retailers and distributors; through its direct channels, including www.ZAGG.com, and from the sale of its products through Company franchisees. For product sales, our standard shipping terms during this period was FOB shipping point, and we recorded revenue when the product was shipped, net of estimated returns and discounts. For some customers, the contractual shipping terms was FOB destination. For these shipments, we recorded revenue when the product was delivered, net of estimated returns and discounts as risk of loss had transferred to the customer at delivery. Promotional products given to customers or potential customers were recognized as a cost of sales. Cash incentives provided to our customers were recognized as a reduction of the related sale price, and, therefore, were a reduction in sales. |
Lease accounting | Lease accounting The Company adopted ASC Topic 842, “Leases” (“Topic 842”) with a date of initial application of January 1, 2019. As a result of this adoption, the Company has changed its accounting policy for lease accounting. The Company determines if an arrangement is a lease at contract inception and then determines if such qualifying lease is classified as an operating lease or a finance lease. As of December 31, 2019, the Company determined that it only has operating leases under which the assets can be explicitly specified and physically distinct in the contracts. For operating leases, the Company measures lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. As most of its leases do not provide an implicit rate, the Company uses an incremental borrowing rate ( “ IBR”) based on relevant information available at each leases' commencement date in determining the present value of future payments for each individual lease. The IBR is obtained by request from the Company's banking partners, who provide a collateralized rate of borrowing based on each leases’ specific term and based on the Company’s credit worthiness. Right of use (“ROU”) assets are measured as the sum of the amount of the initial measurement of the lease liability, plus any prepaid lease payments made minus any lease incentives received, and any initial direct costs incurred. The Company’s lease terms may include options to extend or terminate leases that will be recognized when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components under the definition of Topic 842. Upon adoption of Topic 842, the Company elected a practical expedient not to separate the lease and non-lease components for its leases for physical space and equipment and accounts for them as a single lease component. |
Allowance for sales returns, warranty, and other credits | Allowance for sales returns, warranties, and other credits The 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 for each product. Due to such policies, the Company’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 form 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 each transaction. The Company estimates a reserve for sales returns, warranties, and other credits, and records the respective estimated reserve amounts as a sales return liability in the consolidated balance sheets, including a right of return asset included in prepaid expenses and other current assets in the consolidated balance sheets when a product is expected to be returned and resold. Historical experience, actual claims, and customer return rights are the key factors used in determining the estimated sales returns, warranty claims, and other credits. |
Income taxes | 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. 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 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. This will continue to be the Company’s intention. Foreign earnings will be taxed according to regulatory calculations in the period earned or eligible for a 100% dividends received deduction. |
Stock-based compensation | Stock-based compensation The Company recognizes stock-based compensation expense in its consolidated financial statements for restricted stock units granted to 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 on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the award. For those performance-based awards, the Company recognizes compensation expense on a straight-line basis based 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 | Advertising and marketingGeneral 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. |
Foreign currency translation and transactions | Foreign currency translation and transactionsThe Company’s primary operations are at the parent level which uses U.S. dollars (“USD”) as its functional currency. The Euro is the functional currency of the Company’s subsidiary in Ireland, 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 periods. Gains and losses from these translations are recorded as a component of stockholders’ equity. |
Earnings per share | Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if restricted stock units 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. |
Business combinations | Business combinations The 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. The Company has engaged an independent third-party valuation firm to assist 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 the Company include customer relationships, trade names, patents and technology, non-compete agreements, and other miscellaneous intangible assets. The fair values assigned to the identified intangible assets are discussed in Note 6 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 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. Segment reporting The Company is in the process of consolidating a number of processes and functions from the HALO acquisition, including the merging of HALO's financial records system into the Company’s enterprise resource planning (“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. |
Recent accounting pronouncements | Recent accounting pronouncements Adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases” (“Topic 842”), which modifies 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. The Company adopted Topic 842 on January 1, 2019, using the modified retrospective approach. The adoption of Topic 842 includes the cumulative effect of adopting the new standard being recognized in retained earnings at January 1, 2019, which allows for the application of the standard solely to the transition period in 2019 but does not require application to prior fiscal comparative periods presented. Therefore, the prior period comparative information has not been adjusted and continues to be reported under the previous ASC Topic 840, “Leases” (“Topic 840”) standard. The Company also elected the package of available practical expedients allowable under Topic 842 guidelines in its adoption approach. See Note 13 for further details. Issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“Topic 326”), which replaces the incurred loss impairment methodology under the current guidance with an expected loss methodology that requires consideration of forward-looking information to estimate credit losses, with reasonable and supportable documentation. Topic 326 is effective for annual and interim periods beginning after December 15, 2019. The Company plans to adopt the guidance prospectively with recording a cumulative effect adjustment in retained earnings beginning January 1, 2020. The Company notes that Topic 326 will impact its short-term credit receivables, and is currently evaluating new credit loss models and its processes and controls in preparation for the adoption of Topic 326. The Company does not expect the adoption to have a material impact on the consolidated statement of income or the beginning balance of retained earnings. No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of allowance for doubtful accounts activity | The following summarizes the activity in the Company’s allowance for doubtful accounts for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Balance at beginning of year $ 885 $ 734 $ 824 Additions charged to expense 896 312 339 Reversal to expense (50) — — Write-offs charged against the allowance (583) (151) (444) Foreign currency translation (loss) gain (5) (10) 15 Balance at end of year $ 1,143 $ 885 $ 734 |
Schedule of sales return, warranty, and other credits liability | The following summarizes the activity in the Company’s sales return, warranty, and other credits liability for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Balance at beginning of year $ 54,432 $ 34,536 $ 30,720 Cumulative effect of adoption of Topic 606 — 5,250 — Additions charged to sales 128,642 149,930 90,018 Sales returns and warranty claims charged against reserve (141,895) (135,963) (86,299) Assumed in acquisition of Gear4 — 846 — Assumed in acquisition of HALO 2,728 — — Foreign currency translation loss (54) (167) 97 Balance at end of year $ 43,853 $ 54,432 $ 34,536 |
Schedule of reconciliation of numerator and denominator used to calculate basic earnings per share and diluted earnings per share | The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Net income $ 13,920 $ 39,189 $ 15,100 Weighted average shares outstanding: Basic 29,047 28,064 27,996 Dilutive effect of restricted stock units 195 436 411 Diluted weighted average shares outstanding 29,242 28,500 28,407 Earnings per share: Basic $ 0.48 $ 1.40 $ 0.54 Dilutive $ 0.48 $ 1.38 $ 0.53 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales Related to Key Product Lines, Distribution Channels, and Geographic Regions | The percentage of net sales related to the Company’s key product lines for the years ended December 31, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 Protection (screen protection and cases) 52% 57% 48% Power (power management and power cases) 36% 32% 41% Audio 5% 5% 5% Productivity (keyboards and other) 7% 6% 6% The percentage of net sales related to the Company’s key distribution channels for the years ended December 31, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 Indirect 87% 88% 89% Website 8% 8% 8% Franchisees 5% 4% 3% The percentage of net sales related to the Company’s key geographic regions for the years ended December 31, 2019, 2018, and 2017, was approximately as follows: For the Years Ended December 31, 2019 2018 2017 United States 77% 84% 84% Europe 13% 9% 9% Other 10% 7% 7% |
Schedule of Receivables, Right of Return Assets, Contract Liabilities, Refund Liabilities, and Warranty Liabilities | 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, 2019 and 2018: December 31, 2019 December 31, 2018 Receivables, which comprises the balance in accounts receivable, net of allowances $ 142,804 $ 156,667 Right of return assets, which are included in prepaid expenses and other current assets 2,177 999 Refund liabilities, which are included in sales return liability 39,790 49,786 Warranty liabilities, which are included in sales return liability 4,063 4,646 Contract liabilities, which are included in accrued liabilities 39 96 |
Schedule of Warrant Liabilities Activity | The following summarizes the activities in the Company’s warranty liabilities for the year ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Balance at beginning of year $ 4,646 $ 4,189 Additions 11,047 14,292 Warranty claims charged (11,629) (13,836) Foreign currency translation gain (1) 1 Balance at end of year $ 4,063 $ 4,646 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory consisted of the following components as of December 31, 2019 and 2018: December 31, 2019 2018 Finished goods $ 142,054 $ 81,397 Raw materials 2,890 $ 1,522 Total inventories $ 144,944 $ 82,919 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following as of December 31, 2019 and 2018: December 31, Useful Lives 2019 2018 Computer equipment and software 3 to 5 years $ 1,237 $ 2,180 Equipment and molds 3 to 10 years 18,851 13,662 Furniture and fixtures 7 years 1,876 1,904 Automobiles 5 years 75 85 Building and improvements 40 years 2,429 2,486 Leasehold improvements 1 to 7 years 7,710 7,320 Land — 325 Property and equipment, gross 32,178 27,962 Less accumulated depreciation and amortization (14,159) (11,844) Property and equipment, net $ 18,019 $ 16,118 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table summarizes the changes in goodwill during 2019 and 2018: Balance as of December 31, 2017 $ 12,272 Increase in connection with the acquisition of BRAVEN 298 Increase in connection with the acquisition of Gear4 15,068 Balance as of December 31, 2018 27,638 Increase in connection with the acquisition of HALO 15,931 Balance as of December 31, 2019 $ 43,569 |
Schedule of 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, 2019 and 2018: For the Year Ended December 31, 2019 Gross Carrying Amount Acquisitions Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Customer relationships $ 60,886 $ 12,346 $ (51,718) $ 21,514 7.7 years Trade names 43,787 4,409 (22,325) 25,871 9.7 years Patents and technology 19,323 11,306 (15,323) 15,306 8.3 years Non-compete agreements 5,896 — (5,477) 419 4.9 years Other 789 — (789) — 1.8 years Total amortizable assets $ 130,681 $ 28,061 $ (95,632) $ 63,110 8.3 years For the Year Ended December 31, 2018 Gross Carrying Amount Acquisitions Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Customer relationships $ 49,700 $ 11,186 $ (45,326) $ 15,560 7.6 years Trade names 31,269 12,518 (16,799) 26,988 9.9 years Patents and technology 18,451 872 (10,600) 8,723 8.0 years Non-compete agreements 5,896 — (5,118) 778 4.9 years Other 567 222 (784) 5 1.8 years Total amortizable assets $ 105,883 $ 24,798 $ (78,627) $ 52,054 8.3 years |
Schedule of estimated future amortization expense for long-lived intangibles | Estimated future amortization expense for long-lived intangibles is as follows: 2020 $ 14,042 2021 12,117 2022 9,909 2023 8,506 2024 6,695 Thereafter 11,841 Total $ 63,110 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of purchase consideration | The following summarizes the components of the purchase consideration for HALO: Preliminary Allocation Adjustments to Working Capital and Fair Value Final Allocation January 3, 2019 Cash consideration $ 23,943 $ (294) $ 23,649 Company common stock 12,968 — 12,968 Contingent consideration 1,593 (49) 1,544 Total purchase price $ 38,504 $ (343) $ 38,161 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 |
Schedule of identifiable assets acquired and liabilities assumed | The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of December 31, 2019: Preliminary Allocation Adjustments to Working Capital and Fair Value Final Allocation January 3, 2019 Cash $ 1,151 $ 4 $ 1,155 Accounts receivable (gross contractual receivables of $2,217) 2,436 (219) 2,217 Inventory 2,889 — 2,889 Inventory step up 494 — 494 Prepaid expenses and other assets 1,310 17 1,327 Property and equipment 627 — 627 Amortizable identifiable intangible assets 27,554 507 28,061 Goodwill 15,922 9 15,931 Operating lease right of use assets — 649 649 Other assets 546 (546) — Accounts payable (2,867) 126 (2,741) Income tax payable (501) 119 (382) Accrued expenses (217) 36 (181) Notes payable — (42) (42) Accrued wages and wage related expenses (324) 55 (269) Sales return liability (2,728) — (2,728) Deferred tax liability, net (6,177) (894) (7,071) Lease liabilities — (1,775) (1,775) Other long-term liabilities (1,611) 1,611 — Total $ 38,504 $ (343) $ 38,161 The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the Gear4 Acquisition Date: 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 |
Summary of intangible asset class and related preliminary weighted average amortization periods | 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 $ 11,307 8.8 years Trade names 4,408 10.0 years Customer relationships 12,346 8.0 years Total $ 28,061 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 |
Summary of unaudited pro-forma results of operations | The following pro-forma results of operations for the years ended December 31, 2019 and 2018, give pro forma effect as if the acquisitions of HALO and Gear4 and the related borrowings used to finance the acquisitions had occurred on January 1, 2018, 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. For the Years Ended December 31, 2019 2018 Net sales $ 521,922 $ 595,608 Net income $ 6,165 $ 33,736 Basic earnings per share $ 0.21 $ 1.20 Diluted earnings per share $ 0.21 $ 1.18 |
Summary of assets acquired and liabilities assumed purchase price allocation | The nonrecurring pro forma adjustments attributable to the pro forma results of operations are as follows: For the Years Ended December 31, 2019 2018 Amortization expense $ 118 $ 6,091 Transaction costs $ (1,086) $ 1,086 Amortization of fair value adjustment to inventory $ (573) $ 589 Interest from the amended credit facility and amortization of debt issuance costs $ — $ 1,588 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 |
Summary of intangible asset class and related weighted average amortization periods | 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 1 6 months Total $ 1,774 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of income (loss) from continuing operations before taxes | Income from operations before taxes for the years ended December 31, 2019, 2018, and 2017, consisted of the following: For the Years Ended December 31, 2019 2018 2017 U.S. operations $ 2,502 $ 44,236 $ 37,850 Foreign operations 3,365 5,293 5,502 Total $ 5,867 $ 49,529 $ 43,352 |
Summary of income tax benefit (provision) | Income tax benefits (provision) components for the years ended December 31, 2019, 2018, and 2017, consisted of the following: For the Years Ended December 31, 2019 2018 2017 Current provision: Federal $ (303) $ (1922) $ (779) State (906) (2810) (532) Foreign (1,062) (617) (786) Total current provision (2,271) (5,349) (2,097) Deferred benefit (provision): Federal 6,018 (5,296) (25,919) State 1,699 184 (345) Foreign 2,607 121 109 Total deferred benefit (provision) 10,324 (4,991) (26,155) Total benefit (provision) $ 8,053 $ (10,340) $ (28,252) |
Schedule of effective income tax rate reconciliation | 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, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Tax at statutory rate (21% for 2019 and 2018, 35% for 2017) $ (1,232) $ (10,401) $ (15,173) State tax, net of federal tax benefit 1,956 (2,830) (1,217) Non-deductible expense and other (266) (300) (830) Effect of IP shift 8,125 — — Restricted stock units 55 833 (831) Foreign tax rate differential (532) 615 1,248 Federal/state research 519 — — GILTI (1,244) (299) — Mandatory repatriation of foreign earnings — — (547) Return to provision adjustment 760 778 (212) Reserve related to unrecognized tax benefits 330 598 107 Interest and penalties (6) (6) (1) Effect of federal rate change — — (11,806) Effect of state rate changes, net of federal tax benefit (227) 732 1,010 Change in valuation allowance (185) (60) — Total reconciliation amount $ 8,053 $ (10,340) $ (28,252) |
Summary of deferred tax assets and liabilities | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2019 and 2018, are as follows: December 31, 2019 2018 Deferred income tax assets: Allowance for doubtful accounts $ 225 $ 141 Property and equipment — 145 ROU asset 3,122 — Inventories 4,732 4,672 Stock-based compensation 785 562 Sales returns accrual 5,794 5,058 Acquisition costs, net of amortization 91 107 Intangible assets 6,434 4,087 Goodwill 786 926 HzO investment 1,028 1,048 Celio investment 157 — Capital loss carry-over — 191 Net operating loss carryforward — 19 Federal and state credit carryforwards 497 2,070 Other liabilities, including foreign 3,341 1,894 Total gross deferred tax assets 26,992 20,920 Valuation allowance (1,670) (1,517) Total deferred income tax assets 25,322 19,403 Deferred income tax liabilities: Property and equipment (355) — Lease liability (2,310) — Total deferred tax liabilities (2,665) — Deferred income tax assets, net $ 22,657 $ 19,403 |
Schedule of unrecognized tax benefits | The tax contingencies, on a gross basis, are reconciled in the table below: December 31, 2019 2018 Unrecognized tax benefits, as of January 1 $ 1,398 $ 2,278 Gross increases (decreases) – tax positions in current period 127 27 Gross increases (decreases) – lapse of statute (457) (907) Total benefit $ 1,068 $ 1,398 |
Debt and Line of Credit (Tables
Debt and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net as of December 31, 2019 and 2018, was as follows: December 31, 2019 2018 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Line of credit 107,140 4.64 % 58,363 4.03 % Total long-term debt outstanding $ 107,140 $ 58,363 |
Restricted Stock (Tables)
Restricted Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of restricted stock activity | A summary of the status of the Company’s restricted stock unit awards as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below: Restricted Stock Units Weighted-Average Grant Date Fair Value (per share) Outstanding as of December 31, 2018 821 $ 10.49 Granted 957 9.02 Vested (365) 9.71 Forfeited (449) 10.05 Outstanding as of December 31, 2019 964 $ 9.53 The grant of restricted stock unit awards with respective weighted-average fair value per share for the years ended December 31, 2019, 2018, and 2017, is summarized as follows: For the Years Ended December 31, 2019 2018 2017 Granted 957 454 604 Weighted average fair value per share $ 9.02 $ 11.96 $ 8.26 |
Schedule of restricted stock and tax benefits | The following is stock-based compensation expenses related to restricted stock unit awards and tax benefits recorded for the years ended December 31, 2019, 2018, and 2017: For the Years Ended December 31, 2019 2018 2017 Stock-based compensation expense related to restricted stock unit awards (1) $ 4,022 $ 3,009 $ 3,602 Tax benefit recognized on stock-based compensation expense $ 1,155 $ 813 $ 1,378 Tax benefit realized from vested restricted stock units $ 775 $ 2,212 $ 962 (1) Stock-based compensation expenses are included as a component of selling, general, and administrative expense on the consolidated statements of income. |
Treasury Stock (Tables)
Treasury Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Treasury Stock | The Company repurchased shares for the years ended December 31, 2019 and 2018, presented as follows: For the Years Ended December 31, 2019 2018 Shares repurchased 72 918 Cash consideration paid $ 722 $ 12,096 Commissions to brokers included in cash consideration paid $ 2 $ 34 Weighted average price per share repurchased $ 10.00 $ 13.18 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Right-of-use Assets and Lease Liabilities | The following summarizes the activities in the Company’s ROU assets and lease liabilities for the year ended December 31, 2019: Beginning Balance as of January 1, 2019 Adoption of Topic 842 Additions Termination Costs Ending Balance as of December 31, 2019 Operating lease ROU assets $ — $ 8,842 $ 3,388 $ (97) $ (2,497) $ 9,636 Beginning Balance as of January 1, 2019 Adoption of Topic 842 Additions Termination Payments, less accretion Ending Balance as of December 31, 2019 Operating lease liabilities $ — $ 13,046 $ 2,398 $ (101) $ (2,645) $ 12,698 |
Maturities of Operating Lease Liabilities After Adoption of 842 | Future maturities of lease liabilities as of December 31, 2019 were as follows: 2020 $ 3,300 2021 2,838 2022 2,737 2023 2,202 2024 1,402 Thereafter 1,739 Total lease payments 14,218 Less: imputed interest (1,520) Lease liabilities $ 12,698 |
Maturities of Operating Lease Liabilities Before Adoption of 842 | Minimum rental payments for operating leases required under Topic 840 as of December 31, 2018, are as follows: 2019 $ 3,198 2020 2,842 2021 2,457 2022 2,517 2023 1,976 Thereafter 2,098 Total operating lease commitments $ 15,088 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration risk by accounts receivable | The amount of accounts receivable for each of these customers are outlined as follows: December 31, 2019 2018 Verizon 24 % 1 % Best Buy 14 % 15 % Superior 5 % 50 % |
Schedules of concentration of accounts receivable and sales | The amount of net sales for each of these customers are outlined as follows: For the Years Ended December 31, 2019 2018 2017 Verizon 17 % 1 % — % Best Buy 10 % 10 % 9 % Superior 2 % 23 % 30 % |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information | Quarterly financial information is presented in the following summary for the years ended December 31, 2019 and 2018: For the Year Ended December 31, 2019 First Second Third Fourth Year Net sales $ 78,750 $ 106,796 $ 146,488 $ 189,888 $ 521,922 Gross profit 23,822 37,759 54,345 67,443 183,369 (Loss) income from operations (17,060) (6,219) 11,658 21,833 10,212 Net (loss) income (14,424) (5,336) 8,682 24,998 13,920 (Loss) earnings per share: (1) Basic $ (0.50) $ (0.18) $ 0.30 $ 0.86 $ 0.48 Diluted $ (0.50) $ (0.18) $ 0.30 $ 0.86 $ 0.48 Weighted average common shares: Basic 28,883 29,064 29,077 29,160 29,047 Diluted 28,883 29,064 29,127 29,379 29,242 For the Year Ended December 31, 2018 First Second Third Fourth Year Net sales $ 112,066 $ 118,565 $ 141,087 $ 166,513 $ 538,231 Gross profit 37,592 37,657 52,171 58,453 185,873 Income from operations 7,919 5,193 18,256 20,328 51,696 Net income 7,029 3,216 14,626 14,318 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: Basic 28,209 28,299 28,241 27,687 28,064 Diluted 28,693 28,666 28,563 28,258 28,500 (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. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Amounts receivable from credit card processors | $ 56,000 | $ 83,000 | |
Impairment of intangible asset | $ 0 | 0 | $ 1,959,000 |
Percentage of Likelihood of realization, more than | 50.00% | ||
Advertising and marketing | $ 19,183,000 | 11,994,000 | 11,101,000 |
Foreign currency transaction gain (loss) | $ 345,000 | $ (360,000) | $ 590,000 |
Antidilutive securities excluded from calculation of diluted earnings per share (in shares) | 329 | 144 | 19 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts [Roll Forward] | |||
Balance at beginning of year | $ 885 | $ 734 | $ 824 |
Additions charged to expense | 896 | 312 | 339 |
Reversal to expense | (50) | 0 | 0 |
Write-offs charged against the allowance | (583) | (151) | (444) |
Foreign currency translation (loss) gain | (5) | (10) | 15 |
Balance at end of year | $ 1,143 | $ 885 | $ 734 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Sales Return, Waranty, and Other Credits Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jan. 01, 2018 | Jan. 01, 2017 | Jan. 01, 2016 | |
Sales Return and Warranty Liability [Roll Forward] | |||||||
Balance at beginning of year | $ 54,432 | $ 34,536 | $ 30,720 | ||||
Cumulative effect of accounting change | 0 | $ (39) | $ (3,880) | $ 5,250 | $ 0 | ||
Additions charged to sales | 128,642 | 149,930 | 90,018 | ||||
Sales returns and warranty claims charged against reserve | (141,895) | (135,963) | (86,299) | ||||
Foreign currency translation loss | (54) | (167) | 97 | ||||
Balance at end of year | 43,853 | 54,432 | 34,536 | ||||
Gear4 | |||||||
Sales Return and Warranty Liability [Roll Forward] | |||||||
Assumed in acquisition | 0 | 846 | 0 | ||||
HALO | |||||||
Sales Return and Warranty Liability [Roll Forward] | |||||||
Assumed in acquisition | $ 2,728 | $ 0 | $ 0 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Reconciliation of Basic and Dilutive Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Net income | $ 13,920 | $ 39,189 | $ 15,100 | ||||||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 29,160 | 29,077 | 29,064 | 28,883 | 27,687 | 28,241 | 28,299 | 28,209 | 29,047 | 28,064 | 27,996 |
Dilutive effect of stock options, restricted stock, and warrants (in shares) | 195 | 436 | 411 | ||||||||
Diluted (in shares) | 29,379 | 29,127 | 29,064 | 28,883 | 28,258 | 28,563 | 28,666 | 28,693 | 29,242 | 28,500 | 28,407 |
Earnings per share: | |||||||||||
Basic (in usd per share) | $ 0.86 | $ 0.30 | $ (0.18) | $ (0.50) | $ 0.52 | $ 0.52 | $ 0.11 | $ 0.25 | $ 0.48 | $ 1.40 | $ 0.54 |
Dilutive (in usd per share) | $ 0.86 | $ 0.30 | $ (0.18) | $ (0.50) | $ 0.52 | $ 0.51 | $ 0.11 | $ 0.24 | $ 0.48 | $ 1.38 | $ 0.53 |
Revenue - Net Sales Related to
Revenue - Net Sales Related to Key Product Lines, Distribution Channels, and Geographic Regions (Details) - Net Sales | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Product Concentration Risk | Protection (screen protection and cases) | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 52.00% | 57.00% | 48.00% |
Product Concentration Risk | Power (power management and power cases) | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 36.00% | 32.00% | 41.00% |
Product Concentration Risk | Audio | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 5.00% | 5.00% | 5.00% |
Product Concentration Risk | Productivity (keyboards and other) | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 7.00% | 6.00% | 6.00% |
Distribution Channel Concentration Risk | Indirect | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 87.00% | 88.00% | 89.00% |
Distribution Channel Concentration Risk | Website | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 8.00% | 8.00% | 8.00% |
Distribution Channel Concentration Risk | Franchisees | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 5.00% | 4.00% | 3.00% |
Geographic Concentration Risk | United States | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 77.00% | 84.00% | 84.00% |
Geographic Concentration Risk | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 13.00% | 9.00% | 9.00% |
Geographic Concentration Risk | Other | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of sales | 10.00% | 7.00% | 7.00% |
Revenue - Receivables, Right of
Revenue - Receivables, Right of Return Assets, Contract Liabilities, Refund Liabilities, and Warranty Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Receivables, which comprises the balance in accounts receivable, net of allowances | $ 142,804 | $ 156,667 |
Right of return assets, which are included in prepaid expenses and other current assets | 2,177 | 999 |
Refund liabilities, which are included in sales return liability | 39,790 | 49,786 |
Warranty liabilities, which are included in sales return liability | 4,063 | 4,646 |
Contract liabilities, which are included in accrued liabilities | 39 | $ 96 |
Contract liabilities revenue recognized | $ (69) |
Revenue - Warrant Liabilities A
Revenue - Warrant Liabilities Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Balance at beginning of year | $ 4,646 |
Additions | 11,047 |
Warranty claims charged | (11,629) |
Foreign currency translation gain | (1) |
Balance at end of year | $ 4,063 |
Inventories - Components Of Inv
Inventories - Components Of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 142,054 | $ 81,397 |
Raw materials | 2,890 | 1,522 |
Total inventories | $ 144,944 | $ 82,919 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory deposits with third-party manufacturers | $ 148 | $ 382 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 32,178 | $ 27,962 | |
Less accumulated depreciation and amortization | (14,159) | (11,844) | |
Property and equipment, net | 18,019 | 16,118 | |
Depreciation | 6,898 | 6,293 | $ 9,727 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,237 | 2,180 | |
Computer equipment and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | ||
Computer equipment and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Equipment and molds | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 18,851 | 13,662 | |
Equipment and molds | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | ||
Equipment and molds | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 10 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,876 | 1,904 | |
Useful Lives | 7 years | ||
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 75 | 85 | |
Useful Lives | 5 years | ||
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,429 | 2,486 | |
Useful Lives | 40 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,710 | 7,320 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 1 year | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 7 years | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 0 | $ 325 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 27,638 | $ 12,272 |
Ending Balance | 43,569 | 27,638 |
BRAVEN | ||
Goodwill [Roll Forward] | ||
Increase due to acquisitions | 298 | |
Gear4 | ||
Goodwill [Roll Forward] | ||
Increase due to acquisitions | $ 15,068 | |
HALO | ||
Goodwill [Roll Forward] | ||
Increase due to acquisitions | $ 15,931 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, impairment | $ 0 | $ 0 | |||
Impairment of intangible asset | 0 | 0 | $ 1,959,000 | ||
Net carrying value | 63,110,000 | 52,054,000 | |||
Impairment of intangible asset | 17,005,000 | 11,882,000 | 12,047,000 | ||
Canceled Patent | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairments on cancelled patent | $ 2,777,000 | ||||
Write-off of accumulated amortization on intangible assets | 818,000 | ||||
Impairment of intangible asset | $ 1,959,000 | ||||
Net carrying value | $ 0 | ||||
Operating Expense | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible asset | 17,005,000 | 11,988,000 | 12,159,000 | ||
Cost of Sales | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible asset | $ 0 | $ 106,000 | $ 112,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Long-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 130,681 | $ 105,883 |
Acquisitions | 28,061 | 24,798 |
Accumulated Amortization | (95,632) | (78,627) |
Net Carrying Amount | $ 63,110 | $ 52,054 |
Weighted Average Amortization Period | 8 years 3 months 18 days | 8 years 3 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 60,886 | $ 49,700 |
Acquisitions | 12,346 | 11,186 |
Accumulated Amortization | (51,718) | (45,326) |
Net Carrying Amount | $ 21,514 | $ 15,560 |
Weighted Average Amortization Period | 7 years 8 months 12 days | 7 years 7 months 6 days |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 43,787 | $ 31,269 |
Acquisitions | 4,409 | 12,518 |
Accumulated Amortization | (22,325) | (16,799) |
Net Carrying Amount | $ 25,871 | $ 26,988 |
Weighted Average Amortization Period | 9 years 8 months 12 days | 9 years 10 months 24 days |
Patents and technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 19,323 | $ 18,451 |
Acquisitions | 11,306 | 872 |
Accumulated Amortization | (15,323) | (10,600) |
Net Carrying Amount | $ 15,306 | $ 8,723 |
Weighted Average Amortization Period | 8 years 3 months 18 days | 8 years |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,896 | $ 5,896 |
Acquisitions | 0 | 0 |
Accumulated Amortization | (5,477) | (5,118) |
Net Carrying Amount | $ 419 | $ 778 |
Weighted Average Amortization Period | 4 years 10 months 24 days | 4 years 10 months 24 days |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 789 | $ 567 |
Acquisitions | 0 | 222 |
Accumulated Amortization | (789) | (784) |
Net Carrying Amount | $ 0 | $ 5 |
Weighted Average Amortization Period | 1 year 9 months 18 days | 1 year 9 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 14,042 | |
2020 | 12,117 | |
2021 | 9,909 | |
2022 | 8,506 | |
2023 | 6,695 | |
Thereafter | 11,841 | |
Total | $ 63,110 | $ 52,054 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) shares in Thousands | Jan. 03, 2019 | Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 20, 2018 |
Aquisitions (Textual) | |||||||
Shares issued as consideration for acquisition of HALO | $ 12,968,000 | ||||||
Transaction costs | 1,930,000 | $ 1,678,000 | $ 725,000 | ||||
Pro forma net loss before tax | 1,879,000 | ||||||
HALO | |||||||
Aquisitions (Textual) | |||||||
Purchase price | $ 38,161,000 | ||||||
Transaction costs | 795,000 | ||||||
Pro forma net sales | 34,608,000 | ||||||
Recognized assets acquired and liabilities assumed, net | 38,161,000 | ||||||
HALO | Pro Forma | |||||||
Aquisitions (Textual) | |||||||
Purchase price | 38,504,000 | ||||||
Recognized assets acquired and liabilities assumed, net | 38,504,000 | ||||||
Gear4 | |||||||
Aquisitions (Textual) | |||||||
Transaction costs | 292,000 | 595,000 | |||||
Pro forma net sales | 2,955,000 | ||||||
Pro forma net loss before tax | 1,814,000 | ||||||
Recognized assets acquired and liabilities assumed, net | $ 39,830,000 | ||||||
BRAVEN | |||||||
Aquisitions (Textual) | |||||||
Transaction costs | $ 60,000 | ||||||
Pro forma net sales | $ 2,421,000 | ||||||
Pro forma net loss before tax | $ (2,788,000) | ||||||
Recognized assets acquired and liabilities assumed, net | $ 4,451,000 | ||||||
Net purchase price | $ 4,451,000 | ||||||
Earnout Consideration | HALO | |||||||
Aquisitions (Textual) | |||||||
Cash consideration | $ 23,649,000 | ||||||
Shares issued as consideration for acquisition (in shares) | 1,458 | ||||||
Contingent consideration | $ 1,544,000 | 4,088,000 | |||||
Business combination contingent consideration adjustment period | 90 days | ||||||
Additional contingent payments | 2,544,000 | ||||||
Earnout Consideration | HALO | Pro Forma | |||||||
Aquisitions (Textual) | |||||||
Shares issued as consideration for acquisition of HALO | $ 12,968,000 | ||||||
Earnout Consideration | Gear4 | |||||||
Aquisitions (Textual) | |||||||
Cash consideration | 32,200,000 | ||||||
Shares issued as consideration for acquisition of HALO | 6,001,000 | ||||||
Contingent consideration | 1,629,000 | 0 | |||||
Purchase price | $ 39,830,000 | ||||||
Shares issued as consideration for acquisition (in shares) | 638 | ||||||
Third Party Indemnification Liability | HALO | |||||||
Aquisitions (Textual) | |||||||
Shares issued as consideration for acquisition of HALO | $ 2,130,000 | ||||||
Earnout period for indemnification liability | 18 months | ||||||
Third Party Indemnification Liability | Gear4 | |||||||
Aquisitions (Textual) | |||||||
Cash consideration | $ 1,725,000 | ||||||
Shares issued as consideration for acquisition of HALO | $ 2,116,000 | ||||||
Earnout period for indemnification liability | 18 months | ||||||
Shares issued as consideration for acquisition (in shares) | 225 | ||||||
Business combination, liabilities due | $ 3,841,000 | ||||||
Net sales target between $60,000 and $90,000 | |||||||
Aquisitions (Textual) | |||||||
Contingent consideration | 5,000,000 | ||||||
Net Sales target exceeding $90,000 | |||||||
Aquisitions (Textual) | |||||||
Contingent consideration | 10,000,000 | ||||||
Net sales target for earnout consideration | 90,000,000 | ||||||
Minimum | Net sales target between $60,000 and $90,000 | |||||||
Aquisitions (Textual) | |||||||
Net sales target for earnout consideration | 60,000,000 | ||||||
Maximum | Net sales target between $60,000 and $90,000 | |||||||
Aquisitions (Textual) | |||||||
Net sales target for earnout consideration | $ 90,000,000 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Jan. 03, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Company common stock | $ 12,968 | |
HALO | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 38,161 | |
HALO | Earnout Consideration Member | ||
Business Acquisition [Line Items] | ||
Cash consideration | 23,649 | |
Company common stock | 12,968 | |
Contingent consideration | 1,544 | |
HALO | Pro Forma | ||
Business Acquisition [Line Items] | ||
Total purchase price | 38,504 | |
HALO | Pro Forma | Earnout Consideration Member | ||
Business Acquisition [Line Items] | ||
Cash consideration | 23,943 | |
Company common stock | 12,968 | |
Contingent consideration | 1,593 | |
HALO | Scenario, Adjustment | ||
Business Acquisition [Line Items] | ||
Total purchase price | (343) | |
HALO | Scenario, Adjustment | Earnout Consideration Member | ||
Business Acquisition [Line Items] | ||
Cash consideration | (294) | |
Company common stock | 0 | |
Contingent consideration | $ (49) |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Jul. 20, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 43,569 | $ 27,638 | $ 12,272 | |||
HALO | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,155 | |||||
Accounts receivable (gross contractual receivables) | 2,217 | |||||
Inventory | 2,889 | |||||
Inventory step-up | 494 | |||||
Prepaids and other current assets | 1,327 | |||||
Property and equipment | 627 | |||||
Amortizable identifiable intangible assets | 28,061 | |||||
Goodwill | 15,931 | |||||
Operating lease right of use assets | 649 | |||||
Other assets | 0 | |||||
Accounts payable | (2,741) | |||||
Income tax payable | (382) | |||||
Accrued expenses | (181) | |||||
Notes payable | (42) | |||||
Accrued wages and wage related expenses | (269) | |||||
Sales return liability | (2,728) | |||||
Taxes payable | (7,071) | |||||
Lease liabilities | (1,775) | |||||
Other long-term liabilities | 0 | |||||
Total | 38,161 | |||||
Gross contractual receivables | 2,217 | |||||
HALO | Pro Forma | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 1,151 | |||||
Accounts receivable (gross contractual receivables) | 2,436 | |||||
Inventory | 2,889 | |||||
Inventory step-up | 494 | |||||
Prepaids and other current assets | 1,310 | |||||
Property and equipment | 627 | |||||
Amortizable identifiable intangible assets | 27,554 | |||||
Goodwill | 15,922 | |||||
Operating lease right of use assets | 0 | |||||
Other assets | 546 | |||||
Accounts payable | (2,867) | |||||
Income tax payable | (501) | |||||
Accrued expenses | (217) | |||||
Notes payable | 0 | |||||
Accrued wages and wage related expenses | (324) | |||||
Sales return liability | (2,728) | |||||
Taxes payable | (6,177) | |||||
Lease liabilities | 0 | |||||
Other long-term liabilities | (1,611) | |||||
Total | 38,504 | |||||
HALO | Scenario, Adjustment | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 4 | |||||
Accounts receivable (gross contractual receivables) | (219) | |||||
Inventory | 0 | |||||
Inventory step-up | 0 | |||||
Prepaids and other current assets | 17 | |||||
Property and equipment | 0 | |||||
Amortizable identifiable intangible assets | 507 | |||||
Goodwill | 9 | |||||
Operating lease right of use assets | 649 | |||||
Other assets | (546) | |||||
Accounts payable | 126 | |||||
Income tax payable | 119 | |||||
Accrued expenses | 36 | |||||
Notes payable | (42) | |||||
Accrued wages and wage related expenses | 55 | |||||
Sales return liability | 0 | |||||
Taxes payable | (894) | |||||
Lease liabilities | (1,775) | |||||
Other long-term liabilities | 1,611 | |||||
Total | $ (343) | |||||
Gear4 | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 2,124 | |||||
Accounts receivable (gross contractual receivables) | 104 | |||||
Inventory | 2,831 | |||||
Inventory step-up | 96 | |||||
Prepaids and other current assets | 671 | |||||
Property and equipment | 1,427 | |||||
Amortizable identifiable intangible assets | 23,024 | |||||
Goodwill | 15,068 | |||||
Accounts payable | (2,584) | |||||
Sales return liability | (932) | |||||
Taxes payable | (1,226) | |||||
Accrued liabilities | (773) | |||||
Total | 39,830 | |||||
Gross contractual receivables | $ 203 | |||||
BRAVEN | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable (gross contractual receivables) | $ 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 | |||||
Gross contractual receivables | $ 650 |
Acquisitions - Identifiable Int
Acquisitions - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 03, 2019 | Nov. 30, 2018 | Jul. 20, 2018 |
HALO | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 28,061 | ||
HALO | Patents and technology | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 11,307 | ||
Weighted Average Amortization Period | 8 years 9 months 18 days | ||
HALO | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 4,408 | ||
Weighted Average Amortization Period | 10 years | ||
HALO | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 12,346 | ||
Weighted Average Amortization Period | 8 years | ||
Gear4 | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 23,024 | ||
Gear4 | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 11,617 | ||
Weighted Average Amortization Period | 10 years | ||
Gear4 | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 11,186 | ||
Weighted Average Amortization Period | 8 years | ||
Gear4 | Backlog | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 221 | ||
Weighted Average Amortization Period | 1 month | ||
BRAVEN | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 1,774 | ||
BRAVEN | Patents and technology | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 872 | ||
Weighted Average Amortization Period | 3 years 1 month 6 days | ||
BRAVEN | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 901 | ||
Weighted Average Amortization Period | 10 years | ||
BRAVEN | Backlog | |||
Business Acquisition [Line Items] | |||
Intangible Asset Class | $ 1 | ||
Weighted Average Amortization Period | 6 months |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Net income | $ 13,920 | $ 39,189 | $ 15,100 |
Interest from the amended credit facility and amortization of debt issuance costs | |||
Business Acquisition [Line Items] | |||
Net income | 0 | 1,588 | |
HALO and Gear4 | |||
Business Acquisition [Line Items] | |||
Net sales | 521,922 | 595,608 | |
Net income | $ 6,165 | $ 33,736 | |
Basic earnings per share (in usd per share) | $ 0.21 | $ 1.20 | |
Diluted earnings per share (in usd per share) | $ 0.21 | $ 1.18 | |
Amortization expense | $ 118 | $ 6,091 | |
HALO and Gear4 | Transaction costs | |||
Business Acquisition [Line Items] | |||
Net income | (1,086) | 1,086 | |
HALO and Gear4 | Amortization of fair value adjustment to inventory | |||
Business Acquisition [Line Items] | |||
Net income | $ (573) | $ 589 |
Income Taxes - Income (Loss) Fr
Income Taxes - Income (Loss) From Continuing Operations Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ 2,502 | $ 44,236 | $ 37,850 |
Foreign operations | 3,365 | 5,293 | 5,502 |
Income before income taxes | $ 5,867 | $ 49,529 | $ 43,352 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current benefit (provision): | |||
Federal | $ (303) | $ (1,922) | $ (779) |
State | (906) | (2,810) | (532) |
Foreign | (1,062) | (617) | (786) |
Total current provision | (2,271) | (5,349) | (2,097) |
Deferred benefit (provision): | |||
Federal | 6,018 | (5,296) | (25,919) |
State | 1,699 | 184 | (345) |
Foreign | 2,607 | 121 | 109 |
Total deferred benefit (provision) | 10,324 | (4,991) | (26,155) |
Total reconciliation amount | $ 8,053 | $ (10,340) | $ (28,252) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate (21% for 2019 and 2018, 35% for 2017) | $ (1,232) | $ (10,401) | $ (15,173) |
State tax, net of federal tax benefit | 1,956 | (2,830) | (1,217) |
Non-deductible expense and other | (266) | (300) | (830) |
Effect of IP shift | 8,125 | 0 | 0 |
Restricted stock units | 55 | 833 | (831) |
Foreign tax rate differential | (532) | 615 | 1,248 |
Federal/state research | 519 | 0 | 0 |
GILTI | (1,244) | (299) | 0 |
Mandatory repatriation of foreign earnings | 0 | 0 | (547) |
Return to provision adjustment | 760 | 778 | (212) |
Reserve related to unrecognized tax benefits | 330 | 598 | 107 |
Interest and penalties | (6) | (6) | (1) |
Effect of federal rate change | 0 | 0 | (11,806) |
Effect of state rate changes, net of federal tax benefit | (227) | 732 | 1,010 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | (185) | (60) | 0 |
Total reconciliation amount | $ 8,053 | $ (10,340) | $ (28,252) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Allowance for doubtful accounts | $ 225 | $ 141 |
Property and equipment | 0 | 145 |
ROU asset | 3,122 | |
Inventories | 4,732 | 4,672 |
Stock-based compensation | 785 | 562 |
Sales returns accrual | 5,794 | 5,058 |
Acquisition costs, net of amortization | 91 | 107 |
Intangible assets | 6,434 | 4,087 |
Goodwill | 786 | 926 |
Capital loss carry-over | 0 | 191 |
Net operating loss carryforward | 0 | 19 |
Federal and state credit carryforwards | 497 | 2,070 |
Other liabilities, including foreign | 3,341 | 1,894 |
Total gross deferred tax assets | 26,992 | 20,920 |
Valuation allowance | (1,670) | (1,517) |
Total deferred income tax assets | 25,322 | 19,403 |
Property and equipment | (355) | 0 |
Lease liability | (2,310) | |
Total deferred tax liabilities | (2,665) | 0 |
Deferred income tax assets, net | 22,657 | 19,403 |
HzO investment | ||
Deferred income tax assets: | ||
HzO investment | 1,028 | 1,048 |
Valuation allowance | (1,028) | (1,048) |
Celio investment | ||
Deferred income tax assets: | ||
HzO investment | 157 | 0 |
Valuation allowance | $ (157) | $ (160) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Textual [Abstract] | |||
Deferred tax assets, valuation allowance | $ 1,670 | $ 1,517 | |
Cash held by foreign entities considered permanently reinvested | 14,914 | ||
Tax contingency | 1,068 | 1,398 | |
Unrecognized tax benefits | 1,068 | 1,398 | $ 2,278 |
Unrecognized tax benefits that would impact effective tax rate | 1,068 | ||
HzO investment | |||
Income Taxes Textual [Abstract] | |||
Deferred tax assets, valuation allowance | 1,028 | 1,048 | |
Celio investment | |||
Income Taxes Textual [Abstract] | |||
Deferred tax assets, valuation allowance | 157 | 160 | |
Research Tax Credit Carryforward | |||
Income Taxes Textual [Abstract] | |||
Tax credit carryforward, valuation allowance | $ 485 | $ 278 |
Income Taxes - Tax Contingencie
Income Taxes - Tax Contingencies Reconciled (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, as of January 1 | $ 1,398 | $ 2,278 |
Gross increases (decreases) – tax positions in current period | 127 | 27 |
Gross increases (decreases) – lapse of statute | (457) | (907) |
Total benefit | $ 1,068 | $ 1,398 |
Debt and Line of Credit - Sched
Debt and Line of Credit - Schedule of long term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 107,140 | $ 58,363 |
Weighted-Average Interest Rate | 4.64% | 4.03% |
Debt and Line of Credit - Narra
Debt and Line of Credit - Narrative (Details) - USD ($) | Apr. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 30, 2019 | Mar. 03, 2016 |
Line of Credit Facility and Term Loan [Line Items] | ||||||
Incurred and capitalized direct cost | $ 244,000 | $ 463,000 | $ 157,000 | |||
Line of credit | 107,140,000 | 58,363,000 | ||||
Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Letters of credit outstanding amount | 200,000 | |||||
Line of Credit | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 125,000 | 40,000,000 | $ 144,300,000 | |||
Line of credit facility, remaining borrowing capacity | 36,960,000 | |||||
Incurred and capitalized direct cost | $ 294,000 | |||||
Deferred loan costs, current | 1,229,000 | 808,000 | ||||
Line of Credit | Credit And Security Agreement 2016 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Loss on deferred loan costs | 243,000 | |||||
Write off of deferred debt issuance cost | 521,000 | |||||
Line of Credit | Credit And Security Agreement 2018, First Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Incurred and capitalized direct cost | 170,000 | |||||
Line of Credit | Credit And Security Agreement 2018, Second Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 136,800 | |||||
Incurred and capitalized direct cost | 40,000 | |||||
Line of Credit | Credit And Security Agreement 2018, Third Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 144,300 | |||||
Incurred and capitalized direct cost | $ 204,000 | |||||
Line of Credit | Minimum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 0.175% | |||||
Line of Credit | Maximum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 0.275% | |||||
Line of Credit | Base Rate | Minimum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 0.25% | |||||
Line of Credit | Base Rate | Maximum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 1.375% | |||||
Line of Credit | Eurodollar | Minimum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 1.25% | |||||
Line of Credit | Eurodollar | Maximum | Credit And Security Agreement 2018 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Interest rate, stated percentage | 2.375% | |||||
Term Loan | Credit And Security Agreement 2016 | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 85,000 | |||||
Term Loan | Credit And Security Agreement 2018, First Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 40,000 | 25,000 | ||||
Term Loan | Credit And Security Agreement 2018, Second Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 11,800 | |||||
Term Loan | Credit And Security Agreement 2018, Third Amendment | ||||||
Line of Credit Facility and Term Loan [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 19,300 |
Restricted Stock - Changes in R
Restricted Stock - Changes in Restricted Stock (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted-Average Grant Date Fair Value (per share) | |||
Granted (in usd per share) | $ 9.02 | $ 11.96 | $ 8.26 |
Restricted stock | |||
Restricted Stock [Roll Forward] | |||
Beginning balance (in shares) | 821 | ||
Granted (in shares) | 957 | 454 | 604 |
Vested (in shares) | (365) | ||
Forfeited (in shares) | (449) | ||
Ending balance (in shares) | 964 | 821 | |
Weighted-Average Grant Date Fair Value (per share) | |||
Beginning balance (in usd per share) | $ 10.49 | ||
Granted (in usd per share) | 9.02 | ||
Vested (in usd per share) | 9.71 | ||
Forfeited (in usd per share) | 10.05 | ||
Ending balance (in usd per share) | $ 9.53 | $ 10.49 |
Restricted Stock - Narrative (D
Restricted Stock - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Payment of withholding taxes on restricted stock units | $ (887) | $ (2,722) | $ (268) | |
Restricted stock | ||||
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Restricted stock granted | 957 | 454 | 604 | |
Payment of withholding taxes on restricted stock units | $ 887 | $ 2,722 | $ 268 | |
Total unrecognized compensation cost related to nonvested restricted stock awards granted | $ 5,853 | |||
Weighted average period for recognition | 2 years 1 month 6 days | |||
2013 Plan | ||||
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Issuance of common stock to directors, employees, consultants and advisors (in shares) | 5,000 | |||
Term of the plan | 10 years | |||
Number of shares available for grant (in shares) | 1,943 | |||
Employees | Restricted stock | ||||
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Restricted stock vesting period | 3 years | |||
Director | Restricted stock | ||||
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Restricted stock vesting period | 9 years | |||
Certain Executives and Employees | Restricted stock | ||||
Stock Options Warrants And Restricted Stock Textual [Abstract] | ||||
Restricted stock granted | 287 | 182 | 409 | |
Forfeited in period fair value | $ 2,840 |
Restricted Stock - Summary of R
Restricted Stock - Summary of Restricted Stock and Tax Benefits (Details) - Restricted stock - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense related to restricted stock awards | $ 4,022 | $ 3,009 | $ 3,602 |
Share-based Payment Arrangement, Expense, Tax Benefit | 1,155 | 813 | 1,378 |
Tax Benefit From Vested Restricted Stock | $ 775 | $ 2,212 | $ 962 |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 11, 2019 | Dec. 31, 2016 | |
Equity [Abstract] | |||||
Number of repurchase of shares authorized by board of directors | $ 20,000 | $ 20,000 | |||
Shares repurchased (in shares) | 72 | 918 | 234 | ||
Purchase of treasury stock | $ 722 | $ 12,096 | $ 1,492 | ||
Commissions to brokers included in cash consideration paid | 2 | $ 34 | |||
Remaining authorized repurchase amount | $ 20,000 | ||||
Weighted average price per share of stock repurchase (in usd per share) | $ 10 | $ 13.18 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan (Textual) | |||
Percentage of employees salary matches participant contributions | 100.00% | ||
Percentage of maximum employees salary | 5.00% | ||
Costs recognized related to employer | $ 1,757 | $ 1,556 | $ 1,298 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Lessee, Lease, Description [Line Items] | ||||
Operating lease liabilities | $ 10,599 | |||
Current portion of operating lease liabilities | 2,099 | |||
Operating lease right of use assets | 9,636 | |||
Decrease of accrued liabilities | $ (15,164) | $ (13,723) | ||
Renewal term | 10 years | |||
Operating lease payments | $ 3,678 | |||
Rental payment of leases | $ 3,217 | $ 2,847 | ||
Weighted-average remaining lease term | 5 years | |||
Discount rate | 4.42% | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 1 month | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 8 years | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease liabilities | $ 10,684 | |||
Current portion of operating lease liabilities | 2,362 | |||
Operating lease right of use assets | 8,842 | |||
Decrease of accrued liabilities | 819 | |||
Decrease in retained earnings | 39 | |||
Accounting Standards Update 2016-02 | Build to suit lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Decrease of accrued liabilities | $ 3,346 |
Leases - Summary of Right-of-us
Leases - Summary of Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease right of use assets | $ 9,636 | |
Operating lease liabilities | 12,698 | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease ROU, additions | 3,388 | |
Operating lease ROU, terminations | (97) | |
Operating lease ROU, cost | (2,497) | |
Operating lease right of use assets | $ 8,842 | |
Operating lease liabilities, additions | 2,398 | |
Operating lease liabilities, terminations | (101) | |
Operating lease liabilities, cost | $ (2,645) | |
Operating lease liabilities | $ 13,046 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities After Adoption of 842 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 3,300 |
2021 | 2,838 |
2022 | 2,737 |
2023 | 2,202 |
2024 | 1,402 |
Thereafter | 1,739 |
Total lease payments | 14,218 |
Less: imputed interest | (1,520) |
Lease liabilities | $ 12,698 |
Leases - Maturities of Operat_2
Leases - Maturities of Operating Lease Liabilities Before Adoption of 842 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 3,198 |
2020 | 2,842 |
2021 | 2,457 |
2022 | 2,517 |
2023 | 1,976 |
Thereafter | 2,098 |
Total operating lease commitments | $ 15,088 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Obligations Narrative (Details) - Materials [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
Recorded unconditional purchase obligation 2020 | $ 6,386 |
Recorded unconditional purchase obligation 2021 | 7,543 |
Recorded unconditional purchase obligation 2022 | 7,543 |
Recorded unconditional purchase obligation 2019 | $ 7,807 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation Narrative (Details) - USD ($) $ in Thousands | Jun. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 750 | $ 0 | |
Young and Dolar | Minimum | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 5,000 |
Concentrations - Concentration
Concentrations - Concentration Risk Percentage (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable | Verizon | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 5.00% | 50.00% | |
Accounts Receivable | Best Buy | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | 15.00% | |
Accounts Receivable | Superior | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 24.00% | 1.00% | |
Net Sales | Verizon | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | 1.00% | 0.00% |
Net Sales | Best Buy | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 9.00% |
Net Sales | Superior | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 2.00% | 23.00% | 30.00% |
Concentrations - Narrative (Det
Concentrations - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
International Locations | ||
Concentrations (Textual) | ||
Net assets located overseas | $ 28,944 | $ 45,387 |
InvisibleShield Glass Products | Product Concentration Risk | Screen Protection Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 75.00% | |
InvisibleShield Glass Products | Product Concentration Risk | Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 33.00% | |
InvisibleShield Film products | Product Concentration Risk | Screen Protection Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 13.00% | |
InvisibleShield Film products | Product Concentration Risk | Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 6.00% | |
ISOD Film Blanks | Product Concentration Risk | Screen Protection Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 12.00% | |
ISOD Film Blanks | Product Concentration Risk | Sales Revenue, Net | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 5.00% |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 189,888 | $ 146,488 | $ 106,796 | $ 78,750 | $ 166,513 | $ 141,087 | $ 118,565 | $ 112,066 | $ 521,922 | $ 538,231 | $ 519,495 |
Gross profit | 67,443 | 54,345 | 37,759 | 23,822 | 58,453 | 52,171 | 37,657 | 37,592 | 183,369 | 185,873 | 168,998 |
(Loss) income from operations | 21,833 | 11,658 | (6,219) | (17,060) | 20,328 | 18,256 | 5,193 | 7,919 | 10,212 | 51,696 | $ 44,735 |
Net (loss) income | $ 24,998 | $ 8,682 | $ (5,336) | $ (14,424) | $ 14,318 | $ 14,626 | $ 3,216 | $ 7,029 | $ 13,920 | $ 39,189 | |
(Loss) earnings per share | |||||||||||
Basic (in usd per share) | $ 0.86 | $ 0.30 | $ (0.18) | $ (0.50) | $ 0.52 | $ 0.52 | $ 0.11 | $ 0.25 | $ 0.48 | $ 1.40 | $ 0.54 |
Dilutive (in usd per share) | $ 0.86 | $ 0.30 | $ (0.18) | $ (0.50) | $ 0.52 | $ 0.51 | $ 0.11 | $ 0.24 | $ 0.48 | $ 1.38 | $ 0.53 |
Weighted average common shares: | |||||||||||
Basic (in shares) | 29,160 | 29,077 | 29,064 | 28,883 | 27,687 | 28,241 | 28,299 | 28,209 | 29,047 | 28,064 | 27,996 |
Diluted (in shares) | 29,379 | 29,127 | 29,064 | 28,883 | 28,258 | 28,563 | 28,666 | 28,693 | 29,242 | 28,500 | 28,407 |
Uncategorized Items - zagg-2019
Label | Element | Value |
Common Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 34,457,000 |
Shares, Outstanding | us-gaap_SharesOutstanding | 34,104,000 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 34,000 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 34,000 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 96,486,000 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 96,145,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (348,000) |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (1,410,000) |
Retained Earnings [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 73,925,000 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 113,075,000 |
Treasury Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (37,637,000) |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ (49,733,000) |