NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, units, and shares in thousands, except per share amounts)
(Unaudited)
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
ZAGG Inc and its subsidiaries (the “Company”) are innovation leaders in mobile tech accessories for smartphones and tablets. For over 15 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.
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the financial position, the results of operations, and cash flows of the Company for the periods presented. The Company suggests that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed 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 Accounting Policies
The Company’s significant accounting policies are described in Note 1 to the Company’s consolidated financial statements included in the 2018 Form 10-K. Except for the changes below, the Company has consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements.
Adoption of Accounting Standards Codification (“ASC”) Topic 842, “Leases” (In thousands, except lease terms and discount rates)
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 leases as detailed below.
The Company applied 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.
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; an increase of deferred tax assets, net of $1,424; 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 condensed consolidated balance sheet, creating ROU assets and lease liabilities on the condensed consolidated balance sheet as of September 30, 2019. Under Topic 840, operating leases were not included on the condensed 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 condensed consolidated statements of operations. In addition, the adoption of Topic 842 had no impact to cash provided by or used in operating, financing, or investing on the condensed consolidated statements of cash flows.
Lease accounting policy
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 September 30, 2019, the Company only has operating leases. 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 apply a collateralized rate of borrowing based on each leases’ specific term and based on the Company’s credit worthiness. 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.
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 4 months 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 nine months ended September 30, 2019:
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|
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|
|
|
|
|
|
Beginning Balance as of January 1, 2019
|
|
Adoption of Topic 842
|
|
Additions
|
|
Costs
|
|
Ending Balance as of September 30, 2019
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|
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Operating lease ROU assets
|
$
|
—
|
|
|
$
|
8,842
|
|
|
$
|
3,122
|
|
|
$
|
(1,897)
|
|
|
$
|
10,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
Beginning Balance as of January 1, 2019
|
|
Adoption of Topic 842
|
|
Additions
|
|
Payments, less accretion
|
|
Ending Balance as of September 30, 2019
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Operating lease liabilities
|
$
|
—
|
|
|
$
|
13,046
|
|
|
$
|
2,131
|
|
|
$
|
(1,913)
|
|
|
$
|
13,264
|
|
For the three and nine months ended September 30, 2019, rent expense was $1,123 and $2,775, respectively. For the three and nine months ended September 30, 2018, rent expense was $768 and $2,314, 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 condensed consolidated statement of operations. As of September 30, 2019, the Company had a weighted-average remaining lease term of 5.2 years and a weighted-average discount rate used to calculate the lease liability of 4.42%.
Future maturities of lease liabilities as of September 30, 2019 were as follows:
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Remaining 2019
|
$
|
906
|
|
2020
|
3,208
|
|
2021
|
2,718
|
|
2022
|
2,735
|
|
2023
|
2,199
|
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Thereafter
|
3,136
|
|
Total lease payments
|
14,902
|
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Less: imputed interest
|
(1,638)
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Lease liabilities
|
$
|
13,264
|
|
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:
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2019
|
$
|
3,198
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|
2020
|
2,842
|
|
2021
|
2,457
|
|
2022
|
2,517
|
|
2023
|
1,976
|
|
Thereafter
|
2,098
|
|
Total operating lease commitments
|
$
|
15,088
|
|
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board issued Accounting Standard Update 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 operations or the beginning balance of retained earnings.
(2) REVENUE
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 three and nine months ended September 30, 2019, and 2018, was approximately as follows:
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|
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For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
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|
|
Protection (screen protection and cases)
|
59%
|
|
|
64%
|
|
|
57%
|
|
|
57%
|
|
Power (power management and power cases)
|
31%
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|
|
27%
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|
|
31%
|
|
|
33%
|
|
Audio
|
3%
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|
|
3%
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|
|
4%
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|
|
4%
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Productivity (keyboards and other)
|
7%
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|
|
6%
|
|
|
8%
|
|
|
6%
|
|
The percentage of net sales related to the Company’s key distribution channels for the three and nine months ended September 30, 2019, and 2018, was approximately as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
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Indirect channel
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88%
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|
|
88%
|
|
|
85%
|
|
|
88%
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Website
|
7%
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|
|
7%
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|
|
10%
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|
|
8%
|
|
Franchisees
|
5%
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|
|
5%
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|
|
5%
|
|
|
4%
|
|
The percentage of net sales related to the Company’s key geographic regions for the three and nine months ended September 30, 2019, and 2018, was approximately as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
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United States
|
79%
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|
85%
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|
|
75%
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|
84%
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Europe
|
12%
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|
8%
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|
13%
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|
9%
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Other
|
9%
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|
|
7%
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|
|
12%
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|
|
7%
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|
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 September 30, 2019, and December 31, 2018:
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|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
Receivables, which comprises the balance in accounts receivable, net of allowances
|
$
|
135,345
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|
|
$
|
156,667
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Right of return assets, which are included in prepaid expenses and other current assets
|
800
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|
|
999
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|
Refund liabilities, which are included in sales return liability
|
37,321
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|
|
49,786
|
|
Warranty liabilities, which are included in sales return liability
|
3,923
|
|
|
4,646
|
|
Contract liabilities, which are included in accrued liabilities
|
50
|
|
|
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 three and nine months ended September 30, 2019, revenue recognized that was included in the contract liability balance as of December 31, 2018, was $10 and $46, respectively.
The following summarizes the activities in the Company’s warranty liabilities for the nine months ended September 30, 2019:
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|
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|
|
|
Balance as of December 31, 2018
|
$
|
4,646
|
|
Additions
|
7,858
|
|
Warranty claims charged
|
(8,581)
|
|
Balance as of September 30, 2019
|
$
|
3,923
|
|
(3) 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 “Purchase Agreement”) with Halo2Cloud, LLC (“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 estimated at $1,544 (the “HALO Earnout Consideration”). 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 Purchase Agreement.
As noted in the 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 condensed 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 Purchase Agreement for the year ending December 31, 2019. If, however, HALO’s actual Adjusted EBITDA is less than the target Adjusted EBITDA for the year ending December 31, 2019, the HALO Earnout Consideration will be reduced by the difference between the actual Adjusted EBITDA and the target Adjusted EBITDA.
The following summarizes the components of the purchase consideration for HALO:
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|
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|
|
|
|
|
|
|
|
|
Preliminary Allocation
January 3, 2019
|
|
|
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 September 30, 2019:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary Allocation
January 3, 2019
|
|
|
|
Adjustments to Working Capital and Fair Value
|
|
|
|
Final Allocation January 3, 2019
|
|
|
|
|
|
|
|
Cash
|
$
|
1,151
|
|
|
$
|
4
|
|
|
$
|
1,155
|
|
Accounts receivable
|
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:
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|
|
|
|
|
|
|
|
|
|
|
|
Intangible Asset Class
|
|
Weighted Average Amortization Period
|
|
|
|
|
Patents and technology
|
$
|
11,307
|
|
|
8.9 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 three and nine months ended September 30, 2019 was $453 and $736, respectively, which were included as a component of operating expenses on the consolidated statements of operations.
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 September 30, 2019, HALO generated net sales of $15,126 and had a net loss before tax of $2,103.
Acquisition of Gear4
On November 30, 2018, 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 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”).
Pro Forma Results of Operations for HALO and Gear4
The following pro-forma results of operations for the three months ended September 30, 2018, and for the nine months ended September 30, 2019, and 2018, give pro forma effect as if the acquisitions of HALO and Gear4 and the related borrowings used to finance the acquisition 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 Three Months Ended
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
Net sales
|
$
|
159,060
|
|
|
$
|
332,034
|
|
|
$
|
398,433
|
|
Net income (loss)
|
|
$
|
15,626
|
|
|
$
|
(9,953)
|
|
|
$
|
17,371
|
|
Basic earnings (loss) per share
|
$
|
0.55
|
|
|
$
|
(0.34)
|
|
|
$
|
0.61
|
|
Diluted earnings (loss) per share
|
$
|
0.55
|
|
|
$
|
(0.34)
|
|
|
$
|
0.61
|
|
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 Three Months Ended
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
Amortization expense
|
$
|
1,666
|
|
|
$
|
89
|
|
|
$
|
4,999
|
|
Transaction costs
|
$
|
422
|
|
|
$
|
(736)
|
|
|
$
|
1,028
|
|
Amortization of fair value adjustment to inventory
|
$
|
—
|
|
|
$
|
(494)
|
|
|
$
|
589
|
|
Interest from the amended credit facility and amortization of debt issuance costs
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
1,299
|
|
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.
(4) INVENTORIES
Inventories consisted of the following as of September 30, 2019, and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
Finished goods
|
$
|
133,406
|
|
|
$
|
81,397
|
|
Raw materials
|
5,046
|
|
|
1,522
|
|
Total inventories
|
$
|
138,452
|
|
|
$
|
82,919
|
|
Included in prepaid expenses and other current assets were inventory deposits with third-party manufacturers of $345 and $382 as of September 30, 2019, and December 31, 2018, respectively.
(5) GOODWILL AND INTANGIBLE ASSETS
There was no additions to goodwill during the three months ended September 30, 2019. During the nine months ended September 30, 2019, goodwill increased in connection with the HALO Acquisition. The following table summarizes the changes in goodwill during the nine months ended September 30, 2019:
|
|
|
|
|
|
Goodwill balance as of December 31, 2018
|
$
|
27,638
|
|
Addition in connection with HALO Acquisition
|
15,931
|
|
Goodwill balance as of September 30, 2019
|
$
|
43,569
|
|
There was no change in goodwill during the three months ended September 30, 2018, and there was $298 change in goodwill during the nine months ended September 30, 2018.
There were no additions to intangible assets for the three months ended September 30, 2019. During the nine months ended September 30, 2019, intangible assets increased in connection with the HALO Acquisition. The following table summarizes the changes in intangible assets during the nine months ended September 30, 2019:
|
|
|
|
|
|
Intangible assets balance as of December 31, 2018
|
$
|
130,681
|
|
Addition in connection with HALO Acquisition
|
28,061
|
|
Intangible assets balance as of September 30, 2019
|
$
|
158,742
|
|
There were $1,774 additions to intangible assets for the three and nine months ended September 30, 2018. Additionally, there were no impairments of intangible assets for the three and nine months ended September 30, 2019, and 2018.
Intangible assets, net of accumulated amortization as of September 30, 2019, and December 31, 2018, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
Weighted Average Amortization Period
|
|
December 31, 2018
|
|
Weighted Average Amortization Period
|
|
|
|
|
|
|
|
|
Trade names
|
$
|
27,253
|
|
|
9.7 years
|
|
$
|
26,988
|
|
|
9.9 years
|
Patents and technology
|
16,486
|
|
|
8.3 years
|
|
8,723
|
|
|
8.0 years
|
Customer relationships
|
22,854
|
|
|
7.7 years
|
|
15,560
|
|
|
7.6 years
|
Non-compete agreements
|
509
|
|
|
4.9 years
|
|
778
|
|
|
4.9 years
|
Other
|
—
|
|
|
1.8 years
|
|
5
|
|
|
1.8 years
|
Total intangible assets, net of accumulated amortization
|
$
|
67,102
|
|
|
8.3 years
|
|
$
|
52,054
|
|
|
8.3 years
|
(6) INCOME TAXES
For interim periods, the tax provision is determined utilizing an estimate of the Company’s annual effective tax rate adjusted for discrete items, if any. The Company's effective tax rate for the three and nine months ended September 30, 2019, was 13% and 25%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2018, was 18% and 17%, respectively. The change in the effective tax rate for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, was primarily due to the mix of projected income by jurisdiction, as well as the impact of discrete return-to-provision items relative to book income for the quarter. The increase in the effective tax rate for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, was due to several factors including but not limited to the effect of favorable discrete items that increase the effective rate in the current year versus an opposite effect in the prior year given the Company’s financial position. The Company is currently in a book loss position for the nine months ended September 30, 2019 versus a book income position during the same period in the prior year. The Company’s effective tax rate will generally differ from the U.S. Federal statutory rate of 21%, due to state taxes, permanent items including amounts disallowed under §162(m) of the Internal Revenue Code, the Company’s global tax strategy, and the inclusion of global intangible low-taxed income and the corresponding foreign tax credit.
(7) LINE OF CREDIT
Long-term debt, net as of September 30, 2019 and December 31, 2018, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
Line of credit
|
$
|
111,363
|
|
|
$
|
58,363
|
|
Total long-term debt outstanding
|
$
|
111,363
|
|
|
$
|
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, as administrative agent, Swing Line Lender and Issuing Lender, KeyBanc Capital Markets Inc., as sole lead arranger and sole book runner, and other members of the lender group, which was subsequently amended by a first amendment agreement dated as of November 28, 2018 (as amended, the “2018 Credit and Security Agreement”). On August 30, 2019 (“Amendment Date”), the Company entered into a second amendment agreement to amend the 2018 Credit Agreement and the first amendment agreement by temporarily increasing the revolving credit amount from $125,000 to $136,800 from the Amendment Date through December 31, 2019.
In connection with the second amendment of the 2018 Credit and Security Agreement, the Company capitalized approximately $40 in debt issuance costs to be amortized through December 31, 2019, which was included in other assets in the condensed consolidated balance sheets.
(8) STOCK-BASED COMPENSATION
The grant of restricted stock units with respective weighted-average fair value per share for the three and nine months ended September 30, 2019, and 2018, is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
Granted
|
75
|
|
|
14
|
|
|
718
|
|
|
293
|
|
Weighted average fair value per share
|
$
|
6.59
|
|
|
$
|
15.80
|
|
|
$
|
9.48
|
|
|
$
|
12.64
|
|
The fair value of the restricted stock units granted is based on the closing share price of the Company’s common stock on the date of grant. The restricted stock units vest annually on a straight-line basis over a nine-month (annual board of directors’ grant) to a three-year vesting term, depending on the terms of the individual grant.
As part of the 718 and 293 restricted stock units granted during the nine months ended September 30, 2019, and 2018, the Company granted 287 and 182 restricted stock units to certain executives and employees of the Company where vesting is linked to specific performance criterion. These performance-based restricted stock units only vest upon the (1) Company’s achievement of specified thresholds of net sales, Adjusted EBITDA, and/or specific goals for the individual executive over a given fiscal year, and (2) continued employment through the applicable vesting date. As of September 30, 2019, the Company's management does not expect that it will meet the performance criterion for this fiscal year. As such, no amounts have been recorded in stock-based compensation expense for performance-based restricted stock for the nine months ended September 30, 2019.
The estimated fair value of the restricted stock units is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the award. The following are stock-based compensation expenses related to restricted stock units recorded for the three and nine months ended September 30, 2019, and 2018, which are included as a component of selling, general, and administrative expense on the condensed consolidated statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
Stock-based compensation expense related to restricted stock units
|
$
|
631
|
|
|
$
|
757
|
|
|
$
|
3,291
|
|
|
$
|
2,165
|
|
Certain Company employees have elected to receive a net amount of shares upon the vesting of restricted stock unit 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. These elections have resulted in the Company recording $887 and $2,723 reflected as a reduction of additional paid-in capital during the nine months ended September 30, 2019, and 2018, respectively. Of the $887 recorded as a reduction of additional paid-in capital, $39 was included in accrued wages and wage related expenses as of September 30, 2019.
(9) EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per common share excludes dilution and is computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur if stock options and restricted stock, or other common stock equivalents were exercised or converted into common stock. The dilutive effect of stock options or other common stock equivalents is calculated using the treasury stock method.
The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per common share and diluted earnings (loss) per common share for the three and nine months ended September 30, 2019, and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
8,682
|
|
|
$
|
14,626
|
|
|
$
|
(11,078)
|
|
|
$
|
24,871
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
29,077
|
|
|
28,241
|
|
|
29,009
|
|
|
28,250
|
|
Dilutive effect of restricted stock units
|
50
|
|
|
322
|
|
|
—
|
|
|
390
|
|
Diluted
|
29,127
|
|
|
28,563
|
|
|
29,009
|
|
|
28,640
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.30
|
|
|
$
|
0.52
|
|
|
$
|
(0.38)
|
|
|
$
|
0.88
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.51
|
|
|
$
|
(0.38)
|
|
|
$
|
0.87
|
|
For the three months ended September 30, 2019, 562 restricted stock units used to purchase shares of common stock were not considered in calculating diluted earnings per share as their effect would have been anti-dilutive. For the nine months ended September 30, 2019, 776 restricted stock units were not considered in calculating diluted loss per share because the Company was in a loss position and, therefore, the effect would have been anti-dilutive.
For the three and nine months ended September 30, 2018, 65 and 98 restricted stock units used to purchase shares of common stock were not considered in calculating diluted earnings per share as their effect would have been anti-dilutive.
(10) 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. 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 the Company's outstanding common stock.
As of September 30, 2019, and December 31, 2018, a total of $20,000 and $5,462 remained authorized under the respective stock repurchase programs.
The Company repurchased shares for the three and nine months ended September 30, 2019, and 2018, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
Shares repurchased
|
—
|
|
|
201
|
|
|
72
|
|
|
383
|
|
Cash consideration paid
|
$
|
—
|
|
|
$
|
3,091
|
|
|
$
|
722
|
|
|
$
|
6,097
|
|
Commissions to brokers included in cash consideration paid
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
15
|
|
Weighted average price per share repurchased
|
$
|
—
|
|
|
$
|
15.36
|
|
|
$
|
10.00
|
|
|
$
|
15.90
|
|
The consideration paid has been recorded within stockholders’ equity in the condensed consolidated balance sheet.
(11) CONTINGENCIES
Commercial Litigation
ZAGG Inc and mophie, Inc. v. Anker Technology Co. Ltd. and Fantasia Trading LLC, United States District Court for the Central District of California, Case No. 8:17-CV-2193-DOC-DFM (the “Anker Lawsuit”). On December 15, 2017, ZAGG and mophie filed the Anker Lawsuit alleging that Anker Technology Co. Ltd. (“Anker”) and Fantasia Trading LLC (“Fantasia”) infringe U.S. Patent Nos. 8,971,039, 9,077,013, 9,088,028, 9,088,029, 9,172,070, and 9,406,913 in connection with protective battery cases for smartphones. The Anker products accused of infringement include Anker’s Ultra Slim Extended Battery Case for iPhone® 6 / 6s (4.7 inch) with 2850mAh capacity; Premium Extended Battery Case for iPhone 6 / 6s (4.7 inch) with 3100mAh Capacity; PowerCore Case for iPhone 7 (4.7 inch), 80% Extra Battery; PowerCore Case for iPhone 7 (4.7 inch), 95% Extra Battery; and 2400mAh MFI Certified Rubber-Feel Premium Rechargeable Extended Battery Case for iPhone 5s, 5. The complaint filed by ZAGG and mophie seeks monetary damages and an injunction against Anker. On March 12, 2018, Anker and Fantasia filed answers and counterclaims in the lawsuit. In their answers, Anker and Fantasia denied infringement of any valid claim and asserted counterclaims for non-infringement and invalidity of the patents at issue. The parties have reached a confidential settlement, and Anker and Fantasia have ceased sales of the battery cases accused of infringement. The Anker Lawsuit was dismissed in June 2019.
Best Case and Accessories, Inc. v. Zagg, Inc. United States District Court for the Eastern District of New York, Case No. 1:18-CV-04048-LDH-RML (the “New York Best Case Lawsuit”). On July 13, 2018, Best Case and Accessories, Inc. (“Best Case”) filed a complaint against the Company. The Company had previously sent a letter to Best Case alleging that it was using product packaging and display trade dress that is confusingly similar to the Company's trade dress. In the complaint, Best Case alleged that it does not infringe the Company's trade dress and that the Company interfered with Best Case's business relationships, which the Company disputes. To respond to these allegations and defend against the claims of the New York Best Case Lawsuit, the Company filed a complaint for trade dress infringement against Best Case on February 8, 2019 in the United States District Court for the District of Utah, Case No. 2:19-CV-00090-PMW (the “Utah Best Case Lawsuit”). In October 2019, the parties reached a settlement in which Best Case agreed to make changes to its packaging and display trade dress, as well as dismiss with prejudice the tortious interference claim. Both the New York Best Case Lawsuit and the Utah Best Case Lawsuit were dismissed in October 2019.
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., United States District Court, Central District of California, Case No. 8:19-cv-1648. On August 27, 2019, Enchanted IP LLC filed an action for patent infringement against mophie 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 juice pack 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. On October 21, 2019, ZAGG responded to the Complaint, formally asserting its defenses and counterclaims. No schedule for the case has been set.
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. On or about August 29, 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, the Company has not yet filed a substantive response. On or about September 16, 2019, the Company filed a separate invalidation request (Case No. 4W9507) to challenge the validity of the patent, and that action is currently pending.
SEC Investigation
The Company previously disclosed an investigation by the SEC related to facts and circumstances surrounding former Chief Executive Officer Robert Pedersen’s pledge and subsequent sale of Company shares and the fact that such pledges and sales were not disclosed in the Company’s 2011 10-K filed on March 15, 2012, or 2012 Proxy filed on April 27, 2012. On March 7, 2019, the Staff of the SEC informed the Company that, after additional consideration and analysis, it decided to terminate the investigation and dismiss the matter.
Other Litigation
The Company is not a party to any other material litigation or claims at this time. While the Company currently believes that the amount of any ultimate probable loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period.
The Company records a liability when a particular contingency is probable and estimable. The Company has not accrued for any losses in the condensed consolidated financial statements as of September 30, 2019, due to the fact that either the losses are immaterial or the losses are not considered probable or estimable. The Company faces contingencies that are reasonably possible to occur; however, the reasonably possible exposure to losses cannot currently be estimated.
(12) 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 customarily exceed federally insured limits. The Company has not experienced any losses in cash accounts for the nine months ended September 30, 2019, and 2018.
As of September 30, 2019, and December 31, 2018, two separate customers were equal to or exceeded 10% of the balance of accounts receivable, respectively, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
Verizon Wireless (“Verizon”)
|
30%
|
|
|
1%
|
|
Best Buy Co., Inc. (“Best Buy”)
|
11%
|
|
|
15%
|
|
Superior Communications, Inc. (“Superior”)
|
8%
|
|
|
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 were more than 10% of accounts receivable as of September 30, 2019, and December 31, 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 net sales
For the three and nine months ended September 30, 2019, Verizon accounted for over 10% of net sales, and for the three and nine months ended September 30, 2018, Superior and Best Buy accounted for over 10% of net sales, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
Verizon
|
23%
|
|
|
1%
|
|
|
15%
|
|
|
1%
|
|
Best Buy
|
9%
|
|
|
12%
|
|
|
9%
|
|
|
11%
|
|
Superior
|
3%
|
|
|
36%
|
|
|
5%
|
|
|
33%
|
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For the three and nine months ended September 30, 2019, and 2018, no other customers accounted for greater than 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 using purchase orders. 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.