8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 ____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported):  August 2, 2012

 ZAGG Inc

 (Exact name of registrant as specified in its charter)

Nevada	001-34528	20-2559624
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 South 500 West, Suite J Salt Lake City, Utah	84115
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (801) 263-0699

___________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02                      Results of Operations and Financial Condition.

On August 2, 2012, ZAGG Inc (the “Registrant”) issued a press release announcing the results of operations for the three and six months ended June 30, 2012, and made publicly available certain supplemental financial information. The supplemental financial information is furnished with this report as Exhibit 99.1 and the press release is furnished with this report as Exhibit 99.2.

The Registrant also held its earnings conference call on August 2, 2012.

The information furnished under this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01                      Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Supplemental Information for the Three and Six Months Ended June 30, 2012
99.2	Press Release Dated August 2, 2012.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZAGG Inc

By:

/s/ BRANDON T. O’BRIEN

Brandon T. O’Brien

Chief Financial Officer

Date: August 2, 2012

3

EX-99.1

Exhibit 99.1

ZAGG INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

(Unaudited)

	June 30,			December 31,
	2012			2011
ASSETS
Current assets
Cash and cash equivalents	$	12,480		$	26,433
Accounts receivable, net of allowances of $2,555 in 2012 and $2,070 in 2011		40,463			45,450
Inventories		34,214			29,622
Prepaid expenses and other current assets		5,875			1,593
Deferred income tax assets		5,902			5,132
Total current assets		98,934			108,230
Investment in HzO		3,943			4,879
Property and equipment,net of accumulated depreciation at $2,428 in 2012 and $1,857 in 2011		4,746			4,162
Deferred income tax assets		82			82
Goodwill		6,925			6,925
Intangible assets, net of accumulated amortization at $8,912 in 2012 and $3,989 in 2011		68,839			73,691
Note receivable		583			1,349
Other assets		3,279			3,010
Total assets	$	187,331		$	202,328
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	16,298		$	16,013
Income taxes payable		916			4,294
Accrued liabilities		2,235			3,886
Accrued wages and wage related expenses		1,312			1,468
Deferred revenue		346			320
Current portion of note payable		-			2,372
Sales returns liability		5,524			5,387
Total current liabilities		26,631			33,740
Revolving line of credit		2,612			23,332
Noncurrent portion of note payable		41,000			42,628
Total liabilities		70,243			99,700
Stockholders' equity
Common stock, $0.001 par value; 100,000 shares authorized;
30,326 and 29,782 shares issued and outstanding, respectively		30			30
Additional paid-in capital		74,153			70,248
Accumulated other comprehensive income		(401	)		(33	)
Note receivable collateralized by stock		(566	)		(566	)
Retained earnings		43,872			32,949
Total stockholders' equity		117,088			102,628
Total liabilities and stockholders' equity	$	187,331		$	202,328

1

ZAGG INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Net sales	$	61,636		$	38,788		$	117,115		$	65,765
Cost of sales		33,231			21,027			61,777			34,357
Gross profit		28,405			17,761			55,338			31,408
Operating expenses:
Advertising and marketing		2,301			2,616			4,743			5,128
Selling, general and administrative		12,848			10,189			24,590			16,410
Amortization of definite-lived intangibles		2,469			710			4,891			760
Total operating expenses		17,618			13,515			34,224			22,298
Income from operations		10,787			4,246			21,114			9,110
Other income (expense):
Interest expense		(986	)		(159	)		(2,507	)		(170	)
Loss from equity method investment in HzO		(473	)		-			(936	)		-
Other income and (expense)		224			8			(22	)		8
Total other expense		(1,235	)		(151	)		(3,465	)		(162	)
Income before provision for income taxes		9,552			4,095			17,649			8,948
Income tax provision		(3,740	)		(1,497	)		(6,726	)		(3,091	)
Net income		5,812			2,598			10,923			5,857
Net loss attributable to noncontrolling interest		-			145			-			196
Net income attributable to stockholders	$	5,812		$	2,743		$	10,923		$	6,053
Earnings per share attributable to stockholders:
Basic earnings per share	$	0.19		$	0.11		$	0.36		$	0.25
Diluted earnings per share	$	0.18		$	0.10		$	0.35		$	0.23

2

ZAGG INC AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION TO GAAP

(in thousands, except per share amounts)

(Unaudited)

Unaudited Supplemental Data
The following information is not a financial measure under generally accepted accounting principals (GAAP). In addition, it should not be construed as an
alternative to any other measures of performance determined in accordance with GAAP, or as an indicator of our operating performance, liquidity or cash
flows generated by operating, investing and financing activities as there may be significant factors or trends that it fails to address. We present this financial
information because we believe that it is helpful to some investors as one measure of our operations. We caution investors that non-GAAP financial information,
by its nature, departs from traditional accounting conventions; accordingly, its use can make it difficult to compare our results with our results from other
reporting periods and with the results of other companies.
Adjusted EBITDA Reconciliation				Three Months Ended					Six Months Ended
				June 30, 2012		June 30, 2011			June 30, 2012		June 30, 2011
Net income attributable to stockholders in accordance with GAAP				$	5,812	$	2,743		$	10,923	$	6,053
	Adjustments:
		a.	Stock based compensation expense		1,494		1,962			2,836		2,268
		b.	Depreciation and amortization		2,862		878			5,679		1,055
		c.	iFrogz acquisition expenses		-		1,816			-		1,825
		d.	iFrogz inventory fair value write up		-		579			-		579
		e.	Provision for income taxes		3,740		1,497			6,726		3,091
		f.	Other (income) expense		1,235		151			3,465		162
		g.	Noncontrolling interest		-		(145	)		-		(196	)
Adjusted EBITDA				$	15,143	$	9,481		$	29,629	$	14,837
Diluted Adjusted EBITDA per common share				$	0.48	$	0.35		$	0.94	$	0.55
Weighted average number of shares outstanding - diluted					31,738		27,279			31,577		26,749

3

EX-99.2

Exhibit 99.2

ZAGG Inc Reports Record Second Quarter Financial Results

●   Consolidated revenue of $61.6 million

●   Operating income of $10.8 million

●   GAAP diluted earnings of $0.18 per share

●   Adjusted EBITDA of $15.1 million, or $0.48 per diluted share

SALT LAKE CITY--(BUSINESS WIRE)-- ZAGG Inc (NASDAQ: ZAGG) (www.ZAGG.com), a market leader in innovative mobile device accessories and technologies, today announced financial results for the second quarter ended June 30, 2012.

Second Quarter Highlights (second quarter 2012 versus second quarter 2011)

●   Consolidated revenue increased 58.9% to $61.6 million

●   Operating income up 154% to $10.8 million

●   Gross margin of 46.1%

●   Diluted EPS increased 80% to $0.18

●   Adjusted EBITDA increased 60% to $15.1 million, or $0.48 per diluted share

"Our results this quarter reflect our ability to introduce creative product solutions and increase distribution for our new accessories in the indirect channel. ZAGG is the founder and leader in the keyboard and folio space, and continues to be the top-selling brand for our retailers,” said Robert G. Pedersen II, CEO of ZAGG. “Our product-centric focus is paying off with a product pipeline that is more robust than ever. We look to extend our market leadership position in our existing product lines and continue to create new product categories."

Second Quarter Results

Consolidated revenue for the second quarter of 2012 increased 58.9% to $61.6 million from $38.8 million in the same quarter last year.  Revenue by channel was 78.7% through indirect channels, 14.5% through ZAGG.com and iFrogz.com, 6% through the company’s mall cart and kiosk programs, and 0.8% from shipping and handling.

Gross profit for the second quarter of 2012 was $28.4 million or 46.1% of net sales, representing a 60% increase, versus $17.8 million or 45.8% of net sales in the second quarter of the prior year.

Operating income for the second quarter of 2012 was $10.8 million compared to $4.2 million for the second quarter of 2011, an increase of 154%.

Net income attributable to stockholders for the second quarter of 2012 was $5.8 million or $0.18 per diluted share as compared to net income attributable to stockholders of $2.7 million or $0.10 per diluted share in the second quarter of 2011.

1

Adjusted EBITDA

ZAGG considers earnings before other income or expense; income tax provision; depreciation and amortization; share-based compensation expense related to equity awards; iFrogz acquisition expenses; iFrogz inventory fair value write-up; and noncontrolling interests ("Adjusted EBITDA") to be an important financial indicator of the Company's operational strength and the performance of its business. These results should be considered in addition to results prepared in accordance with generally accepted accounting principles ("GAAP"), but should not be considered as a substitute for, or superior to, GAAP results.

A reconciliation of the differences between Adjusted EBITDA and the most comparable financial measure calculated and presented in accordance with GAAP, is presented under the heading "Reconciliation of Non-GAAP Financial Information to GAAP" immediately following the Condensed Consolidated Statements of Operations included below.

The difference between Adjusted EBITDA per share, a non-GAAP measure, and GAAP EPS, is other income or expense, income tax provision, depreciation and amortization, and share-based compensation.

Adjusted EBITDA for the second quarter of 2012 was $15.1 million versus $9.5 million of adjusted EBITDA in the second quarter of 2011, representing an increase of 60% over prior year’s second quarter results, or $0.48 per diluted share versus $0.35 per diluted share in the second quarter last year.

Outlook

ZAGG is raising full year guidance for 2012 revenue to $256 million and Adjusted EBITDA of $56 million — $61 million. This compares to reported revenue for 2011 of $179.1 million and Adjusted EBITDA of $45.3 million.

Conference Call

A conference call will be held today at 5:30 p.m. EST to review these results. Participants may access via the Internet at the event website and on the Company website at:investors.ZAGG.com.  The call replay will be available for 30 days, and can be accessed online or toll-free at (855) 859-2056, Conference ID # 10082792.  A webcast playback of the conference call will be archived investors.ZAGG.com for one year.  A podcast of the event will also be available online.

Non-GAAP Financial Disclosure

Investors are cautioned that the Adjusted EBITDA, or earnings before other income or expense, income tax provision, depreciation and amortization, stock-based compensation, iFrogz acquisition expenses, iFrogz inventory fair value write-up, and noncontrolling interests contained in this press release are not financial measures under generally accepted accounting principles. In addition, they should not be construed as alternatives to any other measures of performance determined in accordance with generally accepted accounting principles, or as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. We present this financial information because we believe that it is helpful to some investors as a measure of our performance. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions; accordingly, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.

Safe Harbor Statement

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in filings made by the company with the Securities and Exchange Commission. We disclaim any obligation to update any forward looking statement contained in this release.

2