Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - AXON ENTERPRISE, INC. | c91943exv31w1.htm |
EX-32 - EXHIBIT 32 - AXON ENTERPRISE, INC. | c91943exv32.htm |
EX-31.2 - EXHIBIT 31.2 - AXON ENTERPRISE, INC. | c91943exv31w2.htm |
Table of Contents
United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from to
Commission File Number 001-16391
TASER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) |
86-0741227 (I.R.S. Employer Identification Number) |
|
17800 N. 85th St., SCOTTSDALE, ARIZONA (Address of principal executive offices) |
85255 (Zip Code) |
(480) 991-0797
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
There
were 61,970,801 shares of the issuers common stock, par value $0.00001 per share,
outstanding as of November 3, 2009.
TASER INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009
TABLE OF CONTENTS
Page | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
20 | ||||||||
31 | ||||||||
31 | ||||||||
32 | ||||||||
32 | ||||||||
32 | ||||||||
33 | ||||||||
34 | ||||||||
Items 2,3, 4
and 5 are not applicable. |
||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 |
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
TASER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 45,414,569 | $ | 46,880,435 | ||||
Short-term investments |
| 2,498,998 | ||||||
Accounts receivable, net of allowance of $200,000 at September 30, 2009 and
December 31, 2008, respectively |
16,318,653 | 16,793,553 | ||||||
Inventory |
13,227,387 | 13,467,117 | ||||||
Prepaids and other assets |
1,771,464 | 2,528,539 | ||||||
Deferred income tax assets, net |
9,430,073 | 9,430,073 | ||||||
Total current assets |
86,162,146 | 91,598,715 | ||||||
Property and equipment, net |
35,631,871 | 27,128,032 | ||||||
Deferred income tax assets, net |
12,584,846 | 8,826,778 | ||||||
Intangible assets, net |
2,624,384 | 2,447,011 | ||||||
Other long-term assets |
116,245 | 14,970 | ||||||
Total assets |
$ | 137,119,492 | $ | 130,015,506 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current Liabilities: |
||||||||
Accounts payable |
$ | 7,704,600 | $ | 3,856,961 | ||||
Accrued liabilities |
3,847,560 | 4,275,907 | ||||||
Current portion of deferred revenue |
6,267,807 | 2,510,645 | ||||||
Customer deposits |
293,510 | 312,686 | ||||||
Total current liabilities |
18,113,477 | 10,956,199 | ||||||
Deferred revenue, net of current portion |
4,821,519 | 4,840,965 | ||||||
Liability for unrecorded tax benefits |
2,135,401 | 1,692,080 | ||||||
Total liabilities |
25,070,397 | 17,489,244 | ||||||
Commitments and Contingencies |
||||||||
Stockholders Equity |
||||||||
Preferred stock, $0.00001 par value per share; 25 million shares authorized; no shares
issued and outstanding at September 30, 2009 and December 31, 2008 |
| | ||||||
Common stock, $0.00001 par value per share; 200 million shares authorized; 61,970,635 and
61,795,712 shares issued and outstanding at September 30, 2009 and December 31, 2008,
respectively |
641 | 638 | ||||||
Additional paid-in capital |
91,553,138 | 87,663,129 | ||||||
Treasury stock, 2,091,600 shares at September 30, 2009 and December 31, 2008, respectively |
(14,708,237 | ) | (14,708,237 | ) | ||||
Retained earnings |
35,203,553 | 39,570,732 | ||||||
Total stockholders equity |
112,049,095 | 112,526,262 | ||||||
Total liabilities and stockholders equity |
$ | 137,119,492 | $ | 130,015,506 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
TASER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended Sept 30, | For the Nine Months Ended Sept 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net Sales |
$ | 23,310,457 | $ | 22,859,459 | $ | 69,748,635 | $ | 66,447,272 | ||||||||
Cost of products sold: |
||||||||||||||||
Direct manufacturing expense |
7,372,091 | 6,286,067 | 20,081,221 | 19,877,521 | ||||||||||||
Indirect manufacturing expense |
2,672,554 | 2,677,850 | 8,033,623 | 6,306,617 | ||||||||||||
Total cost of products sold |
10,044,645 | 8,963,917 | 28,114,844 | 26,184,138 | ||||||||||||
Gross margin |
13,265,812 | 13,895,542 | 41,633,791 | 40,263,134 | ||||||||||||
Sales, general and administrative expenses |
11,419,527 | 9,055,060 | 33,689,688 | 27,925,704 | ||||||||||||
Research and development expenses |
6,656,536 | 3,331,697 | 15,246,764 | 8,463,231 | ||||||||||||
Legal judgment expense |
| | | 5,200,000 | ||||||||||||
Income (loss) from operations |
(4,810,251 | ) | 1,508,785 | (7,302,661 | ) | (1,325,801 | ) | |||||||||
Interest and other income, net |
19,994 | 269,718 | 162,044 | 1,492,448 | ||||||||||||
Income (loss) before provision (benefit) for income taxes |
(4,790,257 | ) | 1,778,503 | (7,140,617 | ) | 166,647 | ||||||||||
Provision (benefit) for income taxes |
(1,614,241 | ) | 1,128,126 | (2,773,438 | ) | 315,419 | ||||||||||
Net income (loss) |
$ | (3,176,016 | ) | $ | 650,377 | $ | (4,367,179 | ) | $ | (148,772 | ) | |||||
Income (loss) per common and common equivalent shares |
||||||||||||||||
Basic |
$ | (0.05 | ) | $ | 0.01 | $ | (0.07 | ) | $ | (0.00 | ) | |||||
Diluted |
$ | (0.05 | ) | $ | 0.01 | (0.07 | ) | (0.00 | ) | |||||||
Weighted average number of common and common equivalent shares outstanding |
||||||||||||||||
Basic |
61,937,769 | 61,714,889 | 61,891,638 | 62,568,846 | ||||||||||||
Diluted |
61,937,769 | 63,313,702 | 61,891,638 | 62,568,846 |
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
TASER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (4,367,179 | ) | $ | (148,772 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
2,408,269 | 1,945,526 | ||||||
Loss on disposal of fixed assets |
63,113 | 78,207 | ||||||
Provision for doubtful accounts |
3,000 | 10,023 | ||||||
Provision for excess and obsolete inventory |
290,353 | 375,363 | ||||||
Provision for warranty |
(31,140 | ) | 409,102 | |||||
Stock-based compensation expense |
3,782,181 | 1,396,113 | ||||||
Deferred insurance settlement proceeds |
| (404,848 | ) | |||||
Deferred income taxes |
(3,758,068 | ) | 295,776 | |||||
Provision for unrecognized tax benefits |
443,321 | | ||||||
Litigation judgment expense |
| 5,200,000 | ||||||
Change in assets and liabilities: |
||||||||
Accounts receivable |
471,900 | 81,220 | ||||||
Inventory |
(50,623 | ) | (4,343,901 | ) | ||||
Prepaids and other assets |
654,798 | 2,517,471 | ||||||
Accounts payable and accrued liabilities |
1,831,628 | (3,730,394 | ) | |||||
Deferred revenue |
3,737,716 | 904,595 | ||||||
Customer deposits |
(19,176 | ) | 25,580 | |||||
Net cash provided by operating activities |
5,460,093 | 4,611,061 | ||||||
Cash Flows from Investing Activities: |
||||||||
Purchases of investments |
| (43,887,640 | ) | |||||
Proceeds from maturity of investments |
2,500,000 | 56,391,253 | ||||||
Purchases of property and equipment |
(9,291,237 | ) | (4,791,190 | ) | ||||
Purchases of intangible assets |
(242,553 | ) | (446,400 | ) | ||||
Net cash provided by (used in) investing activities |
(7,033,790 | ) | 7,266,023 | |||||
Cash Flows from Financing Activities: |
||||||||
Repurchase of common stock |
| (12,499,280 | ) | |||||
Proceeds from options exercised |
107,831 | 320,024 | ||||||
Net cash provided by (used in) financing activities |
107,831 | (12,179,256 | ) | |||||
Net decrease in cash and cash equivalents |
(1,465,866 | ) | (302,172 | ) | ||||
Cash and cash equivalents, beginning of period |
46,880,435 | 42,801,461 | ||||||
Cash and cash equivalents, end of period |
$ | 45,414,569 | $ | 42,499,289 | ||||
Supplemental Disclosure: |
||||||||
Cash paid for income taxes net |
$ | 878,063 | $ | 473,468 | ||||
Non-Cash Transactions: |
||||||||
Deferred tax asset correction |
$ | | $ | 2,014,955 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The Company and Summary of Significant Accounting Policies
TASER International, Inc. (TASER or the Company) is a developer and manufacturer of
advanced electronic control devices (ECDs) designed for use in law enforcement, military,
corrections, private security and personal defense. In addition, the Company is developing full
technology solutions for the capture, storage and management of video/audio evidence as well as
other tactical capabilities for use in law enforcement. The Company sells its products worldwide
through its direct sales force, distribution partners, online store and third party resellers. The
Company was incorporated in Arizona in September 1993 and reincorporated in Delaware in
January 2001. The Companys corporate headquarters and manufacturing facilities are located in
Scottsdale, Arizona. The Companys internet services and software development division facilities
are located in Santa Barbara, California.
The accompanying consolidated financial statements include the accounts of the Company, and
its wholly owned subsidiary, TASER International Europe SE (TASER Europe). TASER Europe was
established in the third quarter of 2009 to facilitate sales and provide customer service to our
customers in the European region. All material intercompany accounts, transactions, and profits
have been eliminated.
a. Basis of presentation, preparation and use of estimates
The accompanying unaudited consolidated financial statements of TASER include all
adjustments (consisting only of normal recurring accruals) which in the opinion of management are
necessary for the fair presentation of the Companys operating results, financial position and cash
flows as of September 30, 2009 and for the three and nine months ended September 30, 2009 and 2008.
The preparation of these consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America (U.S. GAAP) requires management to make
estimates and assumptions that affect the amounts reported in these consolidated financial
statements and accompanying notes. Actual results could differ materially from those estimates.
Certain information and note disclosures normally included in consolidated financial
statements prepared in accordance with U.S. GAAP have been omitted from these unaudited
consolidated financial statements in accordance with applicable rules. The results of operations
for the three and nine month periods ended September 30, 2009 are not necessarily indicative of the
results to be expected for the full year (or any other period) and all results of operations
included herein should be read in conjunction with the financial statements and notes thereto
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
The Company has evaluated subsequent events through the date and time the consolidated
financial statements were issued on November 5, 2009.
b. Segment information and major customers
Management has determined that its operations are comprised of one reportable segment.
For the three and nine months ended September 30, 2009 and 2008, sales by geographic area were as
follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
United States |
81 | % | 84 | % | 75 | % | 86 | % | ||||||||
Other Countries |
19 | % | 16 | % | 25 | % | 14 | % | ||||||||
Total |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Sales to customers outside of the United States are denominated in U.S. dollars and
are attributed to each country based on the billing address of the distributor or customer. For the
three months ended September 30, 2009, sales to Australia represented approximately 15% of total
net sales. For the three months ended September 30, 2008, no individual country outside of the U.S.
represented a material amount of total net sales. For the nine months ended September 30, 2009 and
2008, no individual country outside of the U.S. represented a material amount of total net sales.
Substantially all assets of the Company are located in the United States.
In the three months ended September 30, 2009, two distributors represented approximately 25%
and 15% of total net sales. In the three months ended September 30, 2008, one distributor
represented approximately 13% of total net sales. In the nine months ended September 30, 2009, one
distributor represented approximately 12% of total net sales. In the nine months ended September
30, 2008, one distributor represented approximately 12% of total net sales. At September 30, 2009,
the Company had receivables from two customers comprising 30% and 13%, respectively, of the
aggregate accounts receivable balance. At December 31, 2008, the Company had receivables from two
customers comprising 30% and 12%, respectively, of the aggregate accounts receivable balance. These
customers are unaffiliated distributors of the Companys products.
6
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
c. Income (loss) per common share
Basic income (loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding during the periods presented. Diluted income (loss) per
share reflects the potential dilution that could occur if outstanding stock options were exercised.
The calculation of the weighted average number of shares outstanding and earnings per share are as
follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Numerator for basic and diluted earnings per share |
||||||||||||||||
Net income (loss) |
$ | (3,176,016 | ) | $ | 650,377 | $ | (4,367,179 | ) | $ | (148,772 | ) | |||||
Denominator for basic earnings per share weighted average shares outstanding |
61,937,769 | 61,714,889 | 61,891,638 | 62,568,846 | ||||||||||||
Dilutive effect of shares issuable under stock options outstanding |
| 1,598,813 | | | ||||||||||||
Denominator for diluted earnings per share adjusted weighted average shares
outstanding |
61,937,769 | 63,313,702 | 61,891,638 | 62,568,846 | ||||||||||||
Net income (loss) per common share |
||||||||||||||||
Basic |
$ | (0.05 | ) | $ | 0.01 | $ | (0.07 | ) | $ | (0.00 | ) | |||||
Diluted |
$ | (0.05 | ) | $ | 0.01 | $ | (0.07 | ) | $ | (0.00 | ) |
Net income (loss) per share includes the dilutive effect of potential stock option exercises,
calculated using the treasury stock method. As a result of the net loss for the three and nine
months ended September 30, 2009, we excluded 6,560,918 and 8,171,700 stock options, respectively,
from the calculation as their effect would have been to reduce the net loss per share. For the
three months ended September 30, 2008, the effects of 3,822,497 stock options were excluded from
the calculation of diluted net income per share as their exercise prices were greater than the
closing price of our common stock on September 30, 2008. As a result of the net loss for the nine
months ended September 30, 2008, we excluded 3,979,808 stock options from the calculation as their
effect would have been to reduce the net loss per share.
d. Revenue Recognition
On July 27, 2009, the Company announced a temporary trade-in program to enable agencies who
purchase a TASER X26 ECD for deployment in the United States the opportunity to upgrade the product
in exchange for a partial credit against the purchase of the newly announced semi-automatic TASER
X3 ECD. The Company has accounted for the trade-in right on new sales as a separate element, which
has been deferred based on the relative fair value of the credit to the arrangement as a whole. The
trade-in offer, which expires on December 31, 2009, resulted in deferred revenue of $3.5 million at
September 30, 2009, which is included in current deferred revenue in the accompanying consolidated
balance sheet. The Company will recognize the deferred revenue at the earlier of the respective
trade-in during the fourth quarter or when the offer expires on December 31, 2009.
e. Warranty costs
The Company warrants its X26, Advanced, TASER Cam, XREP and Shockwave products from
manufacturing defects on a limited basis for a period of one year after purchase. The C2 product is
warranted for a period of 90 days after purchase. After the one year warranty expires, if the
device fails to operate properly for any reason, the Company will replace the X26 for a prorated
price depending on when the product was placed into service and replace the ADVANCED TASER device
for a fee of $75. These fees are intended to cover the handling and repair costs and provide a
profit for the Company. The Company also sells extended warranties, primarily for the X26, for
periods of up to four years after the expiration of the limited one year warranty. Management
tracks historical data related to returns and warranty costs on a quarterly basis, and estimates
future warranty claims based upon historical experience. If management becomes aware of a component
failure that could result in larger than anticipated returns from its customers, the reserve would be increased. The reserve for warranty returns is included in accrued
liabilities on the consolidated balance sheet. The following table summarizes the changes in the
estimated product warranty liabilities for the nine months ended September 30, 2009 and 2008.
7
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
2009 | 2008 | |||||||
Balance at January 1, |
$ | 615,031 | $ | 919,254 | ||||
Utilization of accrual |
(286,138 | ) | (558,593 | ) | ||||
Warranty true up expense (benefit) |
(30,440 | ) | 409,102 | |||||
Balance at September 30, |
$ | 298,453 | $ | 769,763 | ||||
f. Capitalized software development costs
For development costs related to EVIDENCE.com, the Companys Software as a Service (SaaS)
product, the Company capitalizes qualifying computer software costs that are incurred during the
application development stage. Costs related to preliminary project planning activities and
post-implementation activities are expensed as incurred. For the three and nine months ended
September 30, 2009, the Company capitalized $852,000 and $1,500,000 of qualifying software
development costs. The Company will begin amortizing capitalized software development costs over an
estimated useful life of 36 months once all final product testing is substantially complete, which
is expected to be during the fourth quarter of 2009.
g. Fair value of financial instruments
The Company accounts for certain assets and liabilities at fair value. The hierarchy
below lists three levels of fair value based on the extent to which inputs used in measuring fair
value are observable in the market. The Company categorizes each of its fair value measurements in
one of these three levels based on the lowest level input that is significant to the fair value
measurement in its entirety. These levels are:
| Level 1 Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. | ||
| Level 2 Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. | ||
| Level 3 Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
h. Recently adopted accounting guidance
On July 1, 2009, the Company adopted the authoritative guidance issued by the Financial
Accounting Standards Board (FASB) that the Accounting Standard Codification (ASC) be recognized
as the source of authoritative U.S. generally accepted accounting principles (U.S. GAAP). The
Codification did not change U.S. GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized single source of authoritative
GAAP. Adoption of the new guidance did not have a material impact on the Companys consolidated
financial statements.
On July 1, 2009, the Company adopted the guidance issued by the FASB on subsequent events
which establishes the accounting for and disclosure of events that occur after the balance sheet
date but before consolidated financial statements are issued or are available to be issued. It
requires the disclosure of the date through which an entity has evaluated subsequent events and the
basis for that date (that is, whether that date represents the date the consolidated financial
statements were issued or were available to be issued). See Basis of presentation, preparation and
use of estimates included in Note 1 The Company and Summary of Significant Accounting Policies
for the related disclosure. The adoption of the new guidance did not have a material impact on the
Companys consolidated financial statements.
8
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
On January 1, 2009, the Company adopted the authoritative guidance issued by the FASB on
business combinations. The guidance expands the definition of a business and a business
combination; requires the acquirer to recognize the assets acquired, liabilities assumed and
non-controlling interests (including goodwill), measured at fair value at the acquisition date;
requires acquisition-related expenses and restructuring costs to be recognized separately from the
business combination; requires assets acquired and liabilities assumed to be recognized at their
acquisition-date fair values with subsequent changes recognized in earnings; and requires
in-process research and development to be capitalized at fair value as an indefinite-lived
intangible asset. This guidance will impact acquisitions, if any, closed after January 1, 2009.
On January 1, 2009, the Company adopted the authoritative guidance issued by the FASB that
changes the accounting and reporting for non-controlling interests. Non-controlling interests are
to be reported as a component of equity separate from the parents equity, and purchases or sales
of equity interests that do not result in a change in control are to be accounted for as equity
transactions. In addition, net income or loss attributable to a non-controlling interest is to be
included in net income and, upon a loss of control, the interest sold, as well as any interest
retained, is to be recorded at fair value with any gain or loss recognized in net income. Adoption
of the new guidance did not have a material impact on the Companys consolidated financial
statements.
On January 1, 2009, the Company adopted the authoritative guidance on fair value measurement
for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). Adoption of the new
guidance did not have a material impact on the Companys consolidated financial statements, as
management has not adopted the fair value option for any
non-financial assets or liabilities.
On January 1, 2009, the Company adopted the authoritative guidance on the determination of the
useful life of intangible assets which amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a recognized intangible asset
under previously issued goodwill and intangible assets guidance. This change was intended to
improve the consistency between the useful life of a recognized intangible asset and the period of
expected cash flows used to measure the fair value of the asset under topics related to business
combinations and other U.S. GAAP. Adoption of the new guidance did not have a material impact on
the Companys consolidated financial statements.
Recent accounting guidance not yet adopted
In October 2009, the FASB issued authoritative guidance on revenue recognition that will
become effective for the Company beginning January 1, 2011, with earlier adoption permitted. Under
the new guidance on arrangements that include software elements, tangible products that have
software components that are essential to the functionality of the tangible product will no longer
be within the scope of the software revenue recognition guidance, and software-enabled products
will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued
authoritative guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when vendor specific
objective evidence or third party evidence for deliverables in an arrangement cannot be determined,
a best estimate of the selling price is required to separate deliverables and allocate arrangement
consideration using the relative selling price method. The new guidance includes new disclosure
requirements on how the application of the relative selling price method affects the timing and
amount of revenue recognition. Management is evaluating the impact that adoption of this new
guidance will have on the Companys consolidated financial statements.
In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest
entities, which is effective for the Company beginning January 1, 2010. The new guidance requires
revised evaluations of whether entities represent variable interest entities, ongoing assessments
of control over such entities, and additional disclosures for variable interests. Management
believes adoption of this new guidance will not have a material impact on the Companys
consolidated financial statements.
2. Cash, cash equivalents and investments
Cash and cash equivalents include funds on hand and short-term investments with original
maturities of three months or less. Short-term investments include securities generally having
maturities of 90 days to one year. Long-term investments include securities having maturities of
more than one year. At September 30, 2009, the entire $45.4 million of the Companys cash and cash
equivalents was comprised of cash and money market funds. In February 2009, the Companys remaining
short-term investment in a government sponsored entity was called at par value by the issuing
agency.
The Company valued its cash equivalents in money market accounts using observable inputs that
reflect quoted prices for securities with identical characteristics, and accordingly, management
classified the valuation techniques that use these inputs as Level 1.
9
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
3. Inventory
Inventory is stated at the lower of cost or market. Cost is determined using the weighted
average cost of raw materials, which approximates the first-in, first-out (FIFO) method, and an
allocation of manufacturing labor and overhead. Provisions are made to reduce excess, obsolete or
slow-moving inventories to their net realizable value. Inventories as of September 30, 2009 and
December 31, 2008 consisted of the following:
September 30, 2009 | December 31, 2008 | |||||||
Raw materials and work-in-process |
$ | 9,456,429 | $ | 7,371,608 | ||||
Finished goods |
4,035,403 | 6,225,409 | ||||||
Reserve for excess and obsolete inventory |
(264,445 | ) | (129,900 | ) | ||||
$ | 13,227,387 | $ | 13,467,117 | |||||
4. Intangible assets
Intangible assets consisted of the following at September 30, 2009 and December 31, 2008:
September 30, 2009 | December 31, 2008 | ||||||||||||||||||||||||||||
Gross | Net | Gross | Net | ||||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||||||
Useful Life | Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||||||
Amortized intangible assets: |
|||||||||||||||||||||||||||||
Domain names |
5 Years | $ | 146,753 | $ | 60,000 | $ | 86,753 | $ | 117,756 | $ | 60,000 | $ | 57,756 | ||||||||||||||||
Issued patents |
4 to 15 Years | 832,338 | 194,447 | 637,891 | 677,808 | 156,297 | 521,511 | ||||||||||||||||||||||
Issued trademarks |
9 to 11 Years | 103,179 | 15,900 | 87,279 | 46,283 | 9,888 | 36,395 | ||||||||||||||||||||||
Non compete agreements |
5 to 7 Years | 150,000 | 99,643 | 50,357 | 150,000 | 79,286 | 70,714 | ||||||||||||||||||||||
1,232,270 | 369,990 | 862,280 | 991,847 | 305,471 | 686,376 | ||||||||||||||||||||||||
Unamortized intangible assets: |
|||||||||||||||||||||||||||||
TASER Trademark |
900,000 | 900,000 | 900,000 | 900,000 | |||||||||||||||||||||||||
Patents and trademarks pending |
862,104 | 862,104 | 860,635 | 860,635 | |||||||||||||||||||||||||
1,762,104 | 1,762,104 | 1,760,635 | 1,760,635 | ||||||||||||||||||||||||||
$ | 2,994,374 | $ | 369,990 | $ | 2,624,384 | $ | 2,752,482 | $ | 305,471 | $ | 2,447,011 | ||||||||||||||||||
Amortization expense for the three and nine months ended September 30, 2009 was
approximately $21,000 and $65,000, respectively. Amortization expense for the three and nine months
ended September 30, 2008 was approximately $21,000 and $58,000, respectively. Estimated
amortization expense of intangible assets for the remaining three months of 2009, the next five
years ended December 31, and thereafter is as follows:
2009 (remainder of year) |
$ | 21,820 | ||
2010 |
85,726 | |||
2011 |
76,102 | |||
2012 |
56,103 | |||
2013 |
57,882 | |||
2014 |
51,441 | |||
Thereafter |
513,206 | |||
$ | 862,280 | |||
10
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
5. Accrued liabilities
Accrued liabilities consisted of the following at September 30, 2009 and December 31, 2008:
September 30, 2009 | December 31, 2008 | |||||||
Accrued salaries and benefits |
$ | 1,487,708 | $ | 1,145,634 | ||||
Accrued expenses |
2,061,399 | 2,249,193 | ||||||
Accrued warranty expense |
298,453 | 615,031 | ||||||
Accrued income tax |
| 266,049 | ||||||
$ | 3,847,560 | $ | 4,275,907 | |||||
6. Income taxes
The deferred income tax assets at September 30, 2009 are comprised of capitalized
research and development costs, research and development tax credits, non-qualified stock-based
compensation expense, deferred warranty revenue, warranty and inventory reserves and accrued
vacation. The Companys total current and long term deferred tax assets balance at September 30,
2009 is $22.0 million.
In preparing the Companys consolidated financial statements, management assesses the
likelihood that its deferred tax assets will be realized from future taxable income. In evaluating
the Companys ability to recover its deferred income tax assets, management considers all available
positive and negative evidence, including its operating results, ongoing tax planning and forecasts
of future taxable income on a jurisdiction by jurisdiction basis. A valuation allowance is
established if it is determined that it is more likely than not that some portion or all of the net
deferred tax assets will not be realized. Management exercises significant judgment in determining
its provisions for income taxes, its deferred tax assets and liabilities, and its future taxable
income for purposes of assessing its ability to utilize any future tax benefit from its deferred
tax assets. Although management believes that its tax estimates are reasonable, the ultimate tax
determination involves significant judgment that could become subject to audit by tax authorities
in the ordinary course of business, as well as the generation of sufficient future taxable income.
Based on consideration of the above factors, management has determined that it is more likely than
not that its net operating loss carryforwards for the state of Arizona, which expire in 2009, will
be fully realized as a result of significant permanent tax items generating taxable income.
Accordingly, the valuation allowance of $200,000 the Company carried against its deferred tax
assets as of December 31, 2008 is expected to be reversed and the benefit recognized during 2009 as
a reduction of the effective tax rate. Management believes that, other than as previously
described, as of September 30, 2009 based on an evaluation and projections of future sales and
profitability for the fourth quarter of 2009, no other valuation allowance is necessary. However,
such deferred tax assets could be reduced in the future if projections of future taxable income
during the carryforward period are reduced.
The effective income tax rate for the first nine months of 2009 was 38.8% compared to 189.3%
for the first nine months of 2008. The effective tax rate for the nine months ended September 30,
2009 decreased compared to the same period in the prior year due to the nature of the effective tax
rate calculation. Due to a significant variability in the projected 2009 annual effective tax rate
caused by relatively small differences in projected fourth quarter results, we were unable to
reliably estimate the 2009 effective annual tax rate as of the end of the third quarter and as such
calculated an estimated year-to-date tax provision based on current year-to-date results. There
will likely be variability in the fourth quarter effective tax rate depending on fourth quarter
results and the likelihood that the impact of non-deductible expenses for items such as incentive
stock option (ISO) expense, meals and entertainment and lobbying, which reduced the effective tax
benefit rate in the third quarter, will result in taxable income significantly higher than book
pre-tax income. The effective tax rate for the nine months ended September 30, 2008 significantly
exceeds the statutory rate due to the impact of certain non-deductible items such as stock-based
compensation expense related to ISOs and lobbying expenses against a lower taxable income base
expected for the year ended December 31, 2008. The recording of a $250,000 valuation allowance
against expiring state (Arizona) net operating loss deferred tax assets resulted in an increase in
the effective tax rate in the third quarter of 2008.
The Company has completed research and development tax credit studies which identified
approximately $4.0 million in tax credits for Federal and Arizona income tax purposes related to
the 2003 through 2008 tax years, net of the federal benefit on the Arizona research and development
tax credits. Management has made the determination that it is more likely than not that the full
benefit of the research and development tax credit will not be sustained on examination and
recorded a liability for unrecognized tax benefits of $2.1 million as of September 30, 2009. Management has estimated that an additional
$425,000 of tax credits are available for the nine months ended September 30, 2009. In addition,
management accrued approximately $94,000 for estimated uncertain tax positions related to certain
state income tax liabilities. As of September 30, 2009, management does not expect the amount of
the unrecognized tax benefit liability to increase or decrease significantly within the next
12 months. Should the unrecognized tax benefit of $2.1 million be recognized, the Companys
effective tax rate would be favorably impacted.
11
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following presents a rollforward of our liability for unrecognized tax benefits as of
September 30, 2009:
Unrecognized Tax | ||||
Benefits | ||||
Balance at January 1, 2009 |
$ | 1,692,080 | ||
Increase in prior year tax positions |
| |||
Increase in current year tax positions |
443,321 | |||
Decrease related to adjustment of previous estimates of activity |
| |||
Decrease related to settlements with taxing authorities |
| |||
Decrease related to lapse in statute of limitations |
| |||
Balance at September 30, 2009 |
$ | 2,135,401 | ||
7. Stockholders equity
Stock Option Activity
At September 30, 2009, the Company had four stock-based compensation plans, three of
which are described more fully in Note 10 to the consolidated financial statements included in the
Companys Annual Report on Form 10-K. On March 31, 2009, the Companys Board of Directors approved,
subject to stockholder approval, the 2009 Stock Incentive Plan, under which the Company reserved
1,000,000 shares of common stock available for future grants. The 2009 Stock Incentive Plan was
approved at the Annual Meeting of Stockholders on May 28, 2009.
The following table summarizes the stock options available and outstanding as of
September 30, 2009, as well as activity during the nine months then ended:
Outstanding Options | ||||||||||||
Shares Available | Weighted Average | |||||||||||
for Grant | Number of options | Exercise Price | ||||||||||
Balance at December 31, 2008 |
702,680 | 9,108,930 | $ | 5.87 | ||||||||
Granted |
(451,270 | ) | 451,270 | $ | 4.50 | |||||||
Exercised |
| (174,923 | ) | $ | 0.62 | |||||||
Expired/terminated |
421,855 | (421,855 | ) | $ | 6.28 | |||||||
Additional shares approved |
1,000,000 | | ||||||||||
Balance at September 30, 2009 |
1,673,265 | 8,963,422 | $ | 5.86 | ||||||||
The options outstanding as of September 30, 2009 have been segregated into five ranges for
additional disclosure as follows:
Options Exercisable | ||||||||||||||||||||
Options Outstanding | Weighted | |||||||||||||||||||
Weighted | Weighted Average | Average | ||||||||||||||||||
Number | Average | Remaining | Number | Exercise | ||||||||||||||||
Range of Exercise Price | Outstanding | Exercise Price | Contractual Life | Exercisable | Price | |||||||||||||||
$0.28 $0.99 | 821,503 | $ | 0.35 | 3.4 | 821,503 | $ | 0.35 | |||||||||||||
$1.03 $2.41 | 822,578 | $ | 1.57 | 3.0 | 822,578 | $ | 1.57 | |||||||||||||
$3.53 $9.93 | 6,424,952 | $ | 6.14 | 7.8 | 3,397,555 | $ | 6.98 | |||||||||||||
$10.07 $19.76 | 834,089 | $ | 12.20 | 6.5 | 710,560 | $ | 12.41 | |||||||||||||
$20.12 $29.98 | 60,300 | $ | 24.00 | 4.5 | 60,300 | $ | 24.00 | |||||||||||||
8,963,422 | $ | 5.86 | 6.8 | 5,812,496 | $ | 6.11 | ||||||||||||||
12
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The total fair value of options exercisable at September 30, 2009 and 2008 was
$18.5 million and $14.8 million, respectively. The aggregate intrinsic value of options outstanding
and options exercisable was $6.7 million and $6.3 million, respectively, at September 30, 2009.
Aggregate intrinsic value represents the difference between the Companys closing stock price on
the last trading day of the fiscal period, which was $4.72 per share, and the exercise price
multiplied by the number of options outstanding. Total intrinsic value of options exercised for the
three and nine month periods ended September 30, 2009 was approximately $193,000 and $721,000,
respectively. Total intrinsic value of options exercised for the three and nine month periods ended
September 30, 2008 was approximately $93,000 and $2.3 million, respectively.
At September 30, 2009, the Company had 3,150,926 unvested options outstanding with a weighted
average exercise price of $5.49 per share, weighted average grant date fair value of $2.82 per
share and a weighted average remaining contractual life of 9.3 years. Of these unvested options
outstanding, management estimates that approximately 3,017,642 options will ultimately vest based
on its historical experience.
As of September 30, 2009, total unrecognized stock-based compensation expense related to
unvested stock options was approximately $9.0 million, which is expected to be recognized over a
remaining weighted average period of approximately 13 months.
Stock-Based Compensation Expense
The Company calculates the fair value of stock-based awards using the Black-Scholes-Merton
option valuation model, which incorporates various assumptions including volatility, expected life,
and interest rates. The assumptions used for the periods ended September 30, 2009 and 2008 and the
resulting estimates of weighted-average fair value per share of options granted during those
periods are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Expected life of options |
4.5 years | 4.0 years | 4.5 years | 4.0 years | ||||||||||||
Weighted average volatility |
64.9 | % | 67.4 | % | 73.0 | % | 68.1 | % | ||||||||
Weighted average risk-free interest rate |
2.3 | % | 3.0 | % | 1.9 | % | 3.0 | % | ||||||||
Dividend rate |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
Weighted average fair value of options granted |
$ | 2.66 | $ | 2.93 | $ | 2.62 | $ | 3.27 |
The expected life of options represents the estimated period of time until exercise
and is based on the Companys historical experience of similar awards, giving consideration to the
contractual terms, vesting schedules and expectations of employee exercise patterns. Expected stock
price volatility is based on a combination of historical volatility of the Companys stock and the
one-year implied volatility of its traded options for the related vesting periods. The risk-free
interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an
equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay
any dividends in the foreseeable future. As stock-based compensation expense is recognized on
awards ultimately expected to vest, it is reduced for estimated forfeitures. Forfeitures are
required to be estimated at the time of grant and revised, if necessary, in subsequent periods if
actual forfeitures differ from those estimates. The Companys forfeiture rate was calculated based
on its historical experience of awards which ultimately vested.
13
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continue
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continue
(unaudited)
Reported share-based compensation was classified as follows for the three and nine months
ended September 30, 2009 and 2008:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Cost of Products Sold |
$ | 62,154 | $ | 72,730 | $ | 260,517 | $ | 182,838 | ||||||||
Sales, general and administrative expenses |
814,159 | 442,892 | 2,441,178 | 932,015 | ||||||||||||
Research and development expenses |
146,550 | 149,997 | 1,080,486 | 281,260 | ||||||||||||
$ | 1,022,863 | $ | 665,619 | $ | 3,782,181 | $ | 1,396,113 | |||||||||
Total share-based compensation expense recognized in the income statement for the
three and nine months ended September 30, 2009 includes $480,000 and $2.0 million, respectively,
related to Incentive Stock Options (ISOs) for which no tax benefit is recognized. Total
share-based compensation expense recognized in the income statement for the three and nine months
ended September 30, 2008 includes $317,000 and $881,000, respectively, related to Incentive Stock
Options (ISOs) for which no tax benefit is recognized. The Company did not tax effect the
share-based compensation expense for tax purposes related to the non-qualified disposition of ISOs
exercised and sold as the benefit will be recorded when the Company is in a position to realize the
benefit with an offset to taxes payable in future periods. The total unrecognized tax benefit
related to the non-qualified disposition of stock options in the three and nine months ended
September 30, 2009, was approximately $193,000 and $721,000 respectively. The total unrecognized
tax benefit related to the non-qualified disposition of stock options in the three and nine months
ended September 30, 2008 was approximately $136,000 and $201,000, respectively.
The Company granted 826,000 performance-based stock options in 2008 and the first half of
2009, the vesting of which is contingent upon the achievement of certain performance criteria
related to the successful and timely development and market acceptance of future product
introductions, as well as the future operating performance of the Company. Compensation expense is
recognized over the implicit service period (the date the performance condition is expected to be
achieved) based on managements estimate of the probability of the performance criteria being
satisfied, adjusted at each balance sheet date. At September 30, 2009, management determined that
approximately 100,000 of these options were either forfeited or no longer expected to vest
resulting in the reversal of $164,000 of previously recognized compensation expense. The fair value
of the performance-based options outstanding and still expected to vest was estimated to be
$985,000, and the Company reversed and recognized related compensation expense of $(97,000) and
$512,000, respectively, in the three and nine months ended September 30, 2009.
8. Line of credit
The Company has a line of credit agreement with a bank which provides for a total
availability of $10.0 million. The line is secured by the Companys accounts receivable and
inventory and bears interest at varying rates of interest, ranging from LIBOR plus 1.5% to prime
(3.25% at September 30, 2009). The availability under this line is computed on a monthly borrowing
base, which is based on the Companys eligible accounts receivable and inventory. The line of
credit matures on September 30, 2010 and requires monthly payments of interest only. At September
30, 2009, there was no amount outstanding under the line of credit and the available borrowing was
$10.0 million. There have been no borrowings under the line of credit to date.
The Companys agreement with the bank requires the Company to comply with certain
financial and other covenants including maintenance of minimum tangible net worth and fixed charge
coverage ratios. At September 30, 2009, the Company was in compliance with all such covenants.
9. Commitments and Contingencies
Equipment purchase commitment
On July 2, 2007, the Company entered into a contract with Automation Tooling Systems Inc.
for the purchase of equipment at a cost of approximately $8.4 million. The equipment was delivered
and installed at the Companys facility during the third quarter of 2009. Payments have been made
in installments, with total installments paid to date of $6.9 million, with the remaining balance
of $1.5 million, which was accrued in accounts payable at September 30, 2009, likely to be paid in the fourth quarter
upon final acceptance. The installments paid and accrued to date have been recorded in property,
plant and equipment in the accompanying balance sheets.
Lease commitment
On June 24, 2009, the Company entered into an operating lease agreement with IBM Credit, LLC
for various data center server equipment used to host EVIDENCE.com. Total future minimum lease
payments are $882,432 for terms ranging from 36 to 42 months in duration. The equipment was placed
in service in the third quarter of 2009.
14
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Legal proceedings
Product Liability Litigation
The Company is currently named as a defendant in 43 lawsuits in which the plaintiffs
allege either wrongful death or personal injury in situations in which the TASER device was used
(or present) by law enforcement officers or during training exercises. Companion cases arising from
the same incident have been combined into one for reporting purposes.
In addition, 97 other lawsuits have been dismissed or judgment entered in favor of the
Company which are not included in this number. An appeal was filed by the plaintiff in both the
Mann (GA) litigation, Thompson (MI) litigation, and the Neal-Lomax (NV) litigation where judgment
was entered in favor of the Company.
Also not included in the number of pending lawsuits is the Heston lawsuit in which a jury
verdict was entered against the Company on June 6, 2008, and judgment was entered against the
Company on January 30, 2009 in the amount of $153,150 as compensatory damages, $1,423,127 as
attorney fees, and $182,000 as costs. These damages, fees and costs are covered by the Companys
insurance policies. The jury found that Mr. Hestons own actions were 85 percent responsible for
his death. The jury assigned 15 percent of the responsibility to TASER for a negligent failure to
warn that extended or multiple TASER ECD applications could cause muscle contractions that could
potentially contribute to acidosis to a degree that could cause cardiac arrest. The jury
inappropriately awarded $5,200,000 in punitive damages against TASER, which were subsequently
disallowed by the Court on October 24, 2008. The Court denied the balance of the Companys motion
for judgment as a matter of law on all other grounds. The Company has filed a notice of appeal with
respect to the judgment and plaintiffs have filed a notice of cross appeal.
With respect to each of the pending 43 lawsuits, the following table lists the name of
plaintiff, the date the Company was served with process, the jurisdiction in which the case is
pending, the type of claim and the status of the matter. While the facts vary from case to case,
the product liability claims are typically based on an alleged product defect resulting in injury
or death, usually involving a failure to warn, and the plaintiffs are seeking monetary damages.
This table also lists those cases that were dismissed or judgment entered during the most recent
fiscal quarter. Cases that were dismissed or judgment entered in prior fiscal quarters are not
included in this table. In each of the pending lawsuits, the plaintiff is seeking monetary damages
from the Company. The claims and in some instances, the defense of each of these lawsuits has been
submitted to our insurance carriers that maintained insurance coverage during these applicable
periods and we continue to maintain product liability insurance coverage with varying limits and
deductibles. Our product liability insurance coverage during these periods ranged from $5,000,000
to $10,000,000 in coverage limits and from $10,000 to $1,000,000 in per incident deductibles. We
are defending each of these lawsuits vigorously and do not expect these to individually and in the
aggregate, materially affect our business, results of operations or financial condition.
15
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Month | ||||||||
Plaintiff | Served | Jurisdiction | Claim Type | Status | ||||
Glowczenski
|
Oct-04 | US District Court, ED NY | Wrongful Death | Trial Schedued Feb-2010 | ||||
Washington
|
May-05 | US District Court, ED CA | Wrongful Death | Discovery Phase | ||||
Sanders
|
May-05 | US District Court ED CA | Wrongful Death | Discovery Phase, trial scheduled Sept-2010 | ||||
Graff
|
Sep-05 | Maricopa Superior Court, AZ | Wrongful Death | Discovery Phase | ||||
Heston
|
Nov-05 | US District Court, ND CA | Wrongful Death | Plaintiff Jury Verdict, punitive damages thrown out, judgment entered against TASER for $153,150 compensatory damages, $1,423,127 attorney fees and $182,000 costs, appeal filed | ||||
Rosa
|
Nov-05 | US District Court, ND CA | Wrongful Death | Trial Scheduled Dec 09 | ||||
Yeagley
|
Nov-05 | Hillsborough County Circuit County, FL | Wrongful Death | Discovery Phase | ||||
Neal-Lomax
|
Dec-05 | US District Court, NV | Wrongful Death | Dismissed, Appeal Pending | ||||
Mann
|
Dec-05 | US District Court, ND GA, Rome Div | Wrongful Death | Dismissed, Appeal Pending | ||||
Zaragoza
|
Feb-06 | CA Superior Court, Sacramento County | Wrongful Death | Dismissed | ||||
Bagnell
|
Jul-06 | Supreme Court for British Columbia, Canada | Wrongful Death | Discovery Phase | ||||
Hollman
|
Aug-06 | US District Court, ED NY | Wrongful Death | Discovery Phase | ||||
Oliver
|
Sep-06 | US District Court, MD FL, Orlando Division | Wrongful Death | Trial Stayed | ||||
Teran/LiSaola
|
Oct-06 | US District Court, ND CA | Wrongful Death | Taken off Trial Calendar | ||||
Augustine
|
Jan-07 | 11th Judicial Circuit Court, Miami-Dade, FL | Wrongful Death | Discovery Phase | ||||
Bolander
|
Aug-07 | 17th Circuit Court Broward County, FL | Wrongful Death | Dismissed | ||||
Wendy Wilson, Estate of Ryan
Wilson
|
Aug-07 | District Court Boulder County, CO | Wrongful Death | Discovery Phase | ||||
Crawford, Estate of Russell Walker
|
Oct-07 | District Court Clark County, NV | Wrongful Death | Dismissed, Summary Judgment Granted | ||||
Walker, Estate of Russell Walker
(Companion to Crawford)
|
Oct-07 | US District Court District of NV | Wrongful Death | Dismissed, Summary Judgment Granted | ||||
Jack Wilson, Estate of Ryan
Wilson (Companion to Wendy
Wilson)
|
Nov-07 | District Court Boulder County, CO | Wrongful Death | Discovery Phase | ||||
Marquez
|
Jun-08 | US District Court, Arizona | Wrongful Death | Discovery Phase | ||||
Preyer
|
Jul-08 | US District Court, Middle District, FL | Wrongful Death | Dismissed | ||||
Salinas
|
Aug-08 | US District Court, Northern District CA | Wrongful Death | Trial Scheduled April-2010 | ||||
Thomas (Pike)
|
Oct-08 | US District Court, WD Louisiana, Alexandria | Wrongful Death | Discovery Phase | ||||
Haake
|
Nov-08 | US District Court, Kansas | Wrongful Death | Dismissed | ||||
Dwyer
|
Nov-08 | US District Court, ED TX, Marshall Division | Wrongful Death | Discovery Phase | ||||
Nykiel
|
Dec-08 | Common Pleas Court, Allegheny County, PA | Wrongful Death | Discovery Phase | ||||
Carroll
|
Mar-09 | US District Court, Southern District TX | Wrongful Death | Discovery Phase | ||||
Shrum
|
May-09 | Allen County District Court, Iola, Kansas | Wrongful Death | Discovery Phase | ||||
Athetis
|
May-09 | Maricopa Superior Court, AZ | Wrongful Death | Discovery Phase | ||||
Hagans
|
May-09 | Common Pleas Court, Franklin County, OH | Wrongful Death | Discovery Phase-trial scheduled May 2010 | ||||
Martinez
|
May-09 | US District Court, SD CA | Wrongful Death | Discovery Phase | ||||
Bartley
|
Jun-09 | US District Court, ED LA | Wrongful Death | Discovery Phase | ||||
Sapinoso
|
Jul-09 | CA Superior Court, Los Angeles, S Central Dist. | Wrongful Death | Discovery Phase-trial scheduled Oct 2010 | ||||
Abrahams
|
Jul-09 | CA Superior Court, Yolo County | Wrongful Death | Discovery Phase-trial scheduled Oct 2010 | ||||
Humphreys
|
Oct-09 | CA Superior Court, San Joaquin County | Wrongful Death | Complaint Served | ||||
Stewart
|
Oct-05 | Circuit Court for Broward County, FL | Training Injury | Discovery Phase | ||||
Lewandowski
|
Jan-06 | US District Court, NV | Training Injury | Summary judgment motion pending | ||||
Peterson
|
Jan-06 | US District Court, NV | Training Injury | Trial scheduled Jan 2010 | ||||
Husband
|
Mar-06 | British Columbia Supreme Court, Canada | Training Injury | Discovery Phase | ||||
Perry
|
Jul-08 | US District Court CO | Training Injury | Dismissed | ||||
Grable
|
Aug-08 | FL 6th Judicial Circuit Court, Pinellas County | Training Injury | Discovery Phase | ||||
Koon
|
Dec-08 | 17th Judicial Circuit Court, Broward County, FL | Training Injury | Discovery Phase | ||||
Bickle
|
Mar-09 | 18th Judicial District Court, Gallatin County, MT | Training Injury | Discovery Phase | ||||
Foley
|
Mar-09 | US District Court, MA | Training Injury | Discovery Phase | ||||
Peppler
|
Apr-09 | Circuit Court 5th Judicial Dist., Sumter City, FL | Training Injury | Discovery Phase | ||||
Kandt
|
Jun-09 | US District Court, ND NY | Training Injury | Complaint Served | ||||
Wieffenbach
|
Jun-06 | Circuit Court of 12th Judicial District, Will County, Il | Injury During Arrest | Discovery Phase | ||||
Payne
|
Oct-06 | Circuit Court of Cook County, Illinois | Injury During Arrest | Discovery Phase | ||||
Butler
|
Sep-08 | CA Superior Court, Santa Cruz County | Injury During Arrest | Discovery Phase, trial scheduled Mar 2010 | ||||
Reston
|
Apr-09 | Circuit Court 4th Judicial Dist., Duval Cty, FL | Injury During Arrest | Discovery Phase | ||||
Lucas
|
Jun-09 | US District Court, ED CA | Injury During Arrest | Discovery Phase | ||||
Spence
|
Jul-09 | CA Superior Court, Marin County | Injury During Arrest | Discovery Phase | ||||
Wheat
|
Jul-09 | CA Superior Court, Los Angeles County | Injury During Arrest | Discovery Phase, trial scheduled Aug 2010 |
16
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Other Litigation
In November 2006, we filed a lawsuit against the Chief Medical Examiner of Summit County, OH,
in the Court of Common Pleas of Summit County Ohio, to seek the correction of erroneous cause of
death determinations relating to autopsy reports prepared by medical examiner, Dr. Lisa Kohler,
which determined that the TASER device was a contributing factor in the deaths of Richard Holcomb,
Dennis Hyde and Mark McCullaugh. We asked the Court to order a hearing on the appropriate causes of
death of Messrs. Hyde, Holcomb and McCullaugh, and to order changes in the medical examiners cause
of death determinations for Messrs. Hyde, Holcomb and McCullaugh removing all references to any
TASER device causing or contributing to the causes of death for Messrs. Hyde, Holcomb and
McCullaugh. Defendant filed a motion to dismiss for lack of standing and that motion was denied by
the Court in January 2007. The City of Akron joined this lawsuit as a co-plaintiff. This case went
to trial in April 2008 and on May 2, 2008, the Court entered an order ruling in favor of TASER and
the City of Akron and ordered the medical examiner to remove any reference to the TASER device as a
cause of death and to change the manner of death for Holcomb and Hyde to accidental and for
McCullaugh to undetermined. Defendant filed an appeal and on March 30, 2009, the Ohios 9th
Judicial District Court of Appeals entered an order affirming the trial courts order. On May 15,
2009, Defendant filed an appeal to the Ohio Supreme Court, and the Company and the City of Akron
have filed responsive briefs.
In January 2007, we filed a lawsuit in the U.S. District Court for Arizona against
Stinger Systems, Inc. alleging patent infringement, patent false marking, and false advertising.
Defendant filed an answer and counterclaim for false advertising and punitive damages. Discovery
has begun and no trial date has been set. On February 2, 2009, the court issued an order based on a
Markman hearing (patent claims construction hearing) held on May 7, 2008 in which the Court adopted
TASERs claim construction on the disputed patent claim term in TASERs U.S. patent number
7,102,870 and all of TASERs claim construction on all of the disputed patent claim terms in
TASERs U.S. patent number 7,234,262. In addition, the Court adopted TASERs claim construction on
one of the disputed patent claim terms in TASERs U.S. patent number 6,999,295 and rejected both
parties claim construction in the other disputed claim term in this patent. Discovery is ongoing
and no trial date has been sent. Both parties have filed motions for summary judgment.
In October 2007, we filed a lawsuit in Arizona Superior Court for Maricopa County against
Steve Ward and Mark Johnson, both former TASER employees and VIEVU LLC, et. al. for breach of duty
of loyalty, breach of contract, breach of fiduciary duty, and conversion. This lawsuit does not
involve our electronic control device business and we do not expect this litigation to have a
material impact on our financial results. Defendants Ward and VIEVU LLC filed an answer and
counterclaim for declaration of non-infringement, tortious interference with contractual relations,
tortious interference with business expectancy, and abuse of process. The lawsuit seeks
compensatory damages, constructive trust, exemplary damages, injunctive relief attorneys fees,
costs and disbursements. Discovery has begun and no trial date has been set. Cross motions for
summary judgment were filed and on March 4, 2009, the Court denied Defendants motion for summary
judgment on the trade secret claim and on April 9, 2009, the Court granted TASERs motion for
summary judgment against Ward on the breach of fiduciary duty and the breach of duty of loyalty
claims. We filed a Motion to Extend Discovery Period by and to Reconvene the Deposition of Steve
Ward, and Defendants have filed Defendants Response in Opposition to this motion. In addition,
Defendants Steve Ward and VIEVU LLC have filed a Motion for Reconsideration or in the alternative
to make the Courts Ruling a Final Judgment and Stay Proceeding Pending Outcome of Appeal. The
Court denied the Motion for Reconsideration, but granted the motion to make the Courts Ruling a
Final Judgment and Stayed the Proceeding Pending Outcome of Appeal. An appeal has been filed by
Defendants to the Arizona State Court of Appeals.
In June 2008, we filed an amended complaint in the State Court of Fulton County, Georgia
joining as a plaintiff in an existing lawsuit previously filed by certain current and former
stockholders of the Company against Morgan Stanley & Co., Inc., and ten other brokerage firms
alleging a conspiracy to unlawfully, deceptively, and fraudulently manipulate the price of the
Companys common stock in the context of illegal naked shorting. Specifically, the amended
complaint alleges that the defendants committed conspiracy and endeavored to violate the Georgia
Racketeer Influenced and Corrupt Organization Act; Securities Fraud; Theft By Taking; Theft By
Deception; Violation of The Georgia Computer Systems Protection Act; Violation of the Georgia
Securities Act; Violation of the Georgia Computer Systems Protection Act; and Conversion. The
lawsuit seeks compensatory and punitive damages as well as expenses of litigation including
attorneys fees and costs. Defendants have filed motions to dismiss or alternatively a motion for a
more definite statement and, on July 29, 2009, the Court entered an order denying Defendants
motion to dismiss and alternatively a motion for a more definite statement. Discovery has begun in
this litigation.
17
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
In July 2008, we were served with a summons and complaint in the lawsuit entitled Proformance Vend
USA vs. TASER International, Inc. which was filed in Arizona Superior Court for Maricopa County
alleging breach of contract of a vending machine contract and seeking money damages, including tort
damages, attorneys fees and costs. We have filed an answer to this complaint. Discovery has begun
and no trial date has been set.
In February 2009, we filed a complaint in the United States District Court for the
District of Nevada against James F. McNulty, Jr., Robert Gruder, and Stinger Systems, Inc. alleging
securities fraud under 15 U.S.C. § 78j, trade libel, unfair competition under the Lanham Act, 15
U.S.C. § 1125, abuse of process, and deceptive trade practices. Our complaint seeks compensatory
damages, punitive damages, injunctive relief, attorneys fees and costs. Motions to dismiss are
pending.
General
From time to time, the Company is notified that it may be a party to a lawsuit or that a
claim is being made against it. It is the Companys policy to not disclose the specifics of any
claim or threatened lawsuit until the summons and complaint are actually served on the Company.
After carefully assessing the claim, and assuming we determine that we are not at fault, we
vigorously defend and pursue any lawsuit filed against or by the Company. Although we do not expect
the outcome in any pending individual case to be material, the outcome of any litigation is
inherently uncertain and there can be no assurance that any expense, liability or damages that may
ultimately result from the resolution of these matters will be covered by our insurance or will not
be in excess of amounts provided by insurance coverage and will not have a material adverse effect
on our business, operating results or financial condition. In addition, the Company has seven
lawsuits where the costs of legal defense incurred are in excess of its liability insurance
deductibles. As of September 30, 2009, the Company has been fully reimbursed by its insurance
company for these legal costs. The Company may settle a lawsuit in situations where a settlement
can be obtained for nuisance value and for an amount that is expected to be less than the cost of
defending a lawsuit. The number of product liability lawsuits dismissed includes a small number of
police officer training injury lawsuits that were settled by the Company and dismissed in cases
where the settlement economics to the Company were significantly less than the cost of litigation.
One of the training injury lawsuits brought by a law enforcement officer was settled in June 2007
for an amount in excess of nuisance value by our insurance company. Our insurance coverage at that
time did not cover our costs of defense if we won at trial. However, our insurance coverage at that
time provided for a pro-rata reimbursement of our costs of defense if the lawsuit was settled. Upon
final settlement of this case, the Company was paid $241,000 by our insurance company as
reimbursement of the Companys costs of defense. Due to the confidentiality of our litigation
strategy and the confidentiality agreements that are executed in the event of a settlement, the
Company does not identify or comment on which specific lawsuits have been settled or the amount of
any settlement.
10. Related Party Transactions
Aircraft charter
The Company reimburses Thomas P. Smith, Chairman of the Companys Board of Directors, and
Patrick W. Smith, the Companys Chief Executive Officer, for business use of their personal
aircraft. For the three and nine months ended September 30, 2009, the Company incurred expenses of
approximately $88,000 and $238,000, respectively, to Thomas P. Smith. For the three and nine months
ended September 30, 2008, the Company incurred expenses of approximately $18,000 and $161,000,
respectively, to Thomas P. Smith. For the nine months ended September 30, 2009, the Company
incurred expenses of approximately $10,000 to Patrick W. Smith. No expense was incurred for the
three months ended September 30, 2009. For the three and nine months ended September 30, 2008, the
Company incurred expenses of approximately $5,000 and $107,000 to Patrick W. Smith. At September
30, 2009 and December 31, 2008, the Company had outstanding payables of approximately $38,000 and
$0, respectively, due to Thomas P. Smith. At September 30, 2009 and December 31, 2008, the Company
had no outstanding payables due to Patrick W. Smith. Management and the Audit Committee believes
that the rates charged by Thomas P. Smith and Patrick W. Smith are equal to or below commercial
rates the Company would pay to charter similar aircraft from independent charter companies.
In the first quarter of 2007, the Company also entered into a charter agreement for
future use of an aircraft for business travel from Thundervolt, LLC, a company owned by Patrick W.
Smith. For the three and nine months ended September 30, 2009 and 2008, the Company did not incur
any direct charter expenses pursuant to its relationship with Thundervolt, LLC. Management and the
Audit Committee believes that the rates charged by Thundervolt, LLC are equal to or below
commercial rates the Company would pay to charter similar aircraft from independent charter
companies.
The Company performed a review of the above relationship with Thundervolt, LLC, and
determined that the relationship did not meet the definition of a variable interest entity (VIE) as
Thundervolt, LLC is adequately capitalized, its owners possess all of the essential characteristics
of a controlling financial interest, and the Company does not have any voting rights in the entity.
Therefore, the entity is not required to be consolidated into the Companys results.
18
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
TASER Foundation
In November 2004, the Company established the TASER Foundation. The TASER Foundation is a
501(c)(3) non-profit corporation and has been granted tax exempt status by the IRS. The TASER
Foundations mission is to honor the service and sacrifice of local and federal law enforcement
officers in the United States and Canada lost in the line of duty by providing financial support to
their families. Over half of the initial $1 million endowment was contributed directly by TASER
International, Inc. employees. The Company bears all administrative costs of the TASER Foundation
in order to ensure 100% of all donations are distributed to the families of fallen officers. For
the three and nine months ended September 30, 2009, the Company incurred approximately $66,000 and
$184,000, respectively, in such administrative costs. For the three and nine months ended September
30, 2008 the Company incurred approximately $30,000 and $137,000, respectively, in such
administrative costs. The Company is authorized by its Board of Directors to make a discretionary
contribution up to a maximum of $200,000 per quarter. For the three and nine months ended September
30, 2009 and 2008, the Company did not make a discretionary contribution to the TASER Foundation.
Consulting services
Beginning in August 2005, the Company agreed to pay Mark Kroll, a member of the Board of
Directors of the Company (Board), for consultancy services. Consulting expenses to Mr. Kroll for
the three and nine months ended September 30, 2009 were approximately $57,000 and $202,000,
respectively. Consulting expenses to Mr. Kroll for the three and nine months ended September 30,
2008 were approximately $42,000 and $225,000, respectively. At September 30, 2009 and December 31,
2008, the Company had approximately $19,000 and $23,000, respectively, recorded as a payable for
these services.
Settlement agreement
On May 15, 2009, Bruce and Donna Culver, husband and wife (the Culvers), and the Company,
entered into a settlement and release agreement (the Agreement), the background and material
terms of which are described below. Mr. Culver has served as a director of the Company since
January 1994. In addition, he currently chairs the Nominating Committee of the Board and is a
member of the Audit Committee of the Board.
In July 2000, the Culvers provided a loan to the Company in exchange for a promissory note and
warrants to purchase 136,364 shares of the Companys common stock for $0.55 per share. In October
2004, the Culvers exercised the warrants, and the Company issued them a Form 1099, which included
the in-the-money value of the warrants as stock compensation based upon the advice of the Companys
then-current outside tax advisors. In 2007, the Culvers informed the Company that their personal
tax advisors had determined that the 2004 Form 1099 was not the proper tax treatment for the
transaction, and that the value of the warrants should not have been included as compensation
because the warrants were issued in connection with the loan rather than services. The Company
responded by issuing an amended Form 1099 excluding the value of the warrants, and the Culvers
filed an amended 2004 federal tax return seeking a refund. The Culvers are also seeking a refund
with respect to their 2004 California tax return.
The parties entered into the Agreement to settle any disputes that the Culvers might have with
the Company in connection with the original Form 1099 that was issued in October 2004 and the
Culvers resulting tax liability. Pursuant to the Agreement, the Company agreed to pay the Culvers
$350,000 upon execution in exchange for a full release. The Agreement also contains a claw-back
provision, pursuant to which the Culvers agreed to pay to the Company the amount of any refund they
receive from the federal government and/or the State of California, up to the $350,000 amount of
the settlement payment. The Culvers will be entitled to keep 100% of any refund(s) they receive in
excess of $350,000. As of September 30, 2009 the Culvers had not received any tax refunds.
11. Employee Benefit Plan
The Company has a defined contribution profit sharing 401(k) plan (the Plan) for
eligible employees, which is qualified under Sections 401(a) and 401(k) of the Internal Revenue
Code of 1986, as amended. Employees are entitled to make tax-deferred contributions of up to the
maximum allowed by law of their eligible compensation, but not exceeding $16,500. The Company
currently matches 100% of the first 3% of eligible compensation contributed to the Plan by each
participant and 50% of the next 2% of eligible compensation contributed to the plan by each
participant. Beginning January 1, 2008, the Companys matching contributions are immediately
vested. The Companys matching contributions to the Plan for the three and nine months ended
September 30, 2009 were $119,000 and $348,000, respectively. The Companys matching contributions
to the Plan for the three and nine months ended September 30, 2008 were $104,000 and $300,000,
respectively. Future matching or profit sharing contributions to the Plan are at the Companys sole
discretion.
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Table of Contents
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following is a discussion of the Companys financial condition as of September 30,
2009, and results of operations for the three and nine months ended September 30, 2009 and 2008.
The following discussion may be understood more fully by reference to the consolidated financial
statements, notes to the consolidated financial statements, and Managements Discussion and
Analysis of Financial Condition and Results of Operations section contained in the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2008.
Certain statements contained in this report may be deemed to be forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995, and the Company
intends that such forward-looking statements be subject to the safe-harbor created thereby. Such
forward-looking statements may relate to, among other things: estimates regarding the size of our
target markets; successful penetration of the law enforcement market; expansion of product sales to
the private security, military and consumer self-defense markets; expansion of production
capability; new product introductions; the timing of the implementation of new equipment and
payments relating thereto; our anticipated research and development spending in the fourth quarter
of 2009; our cash flow activity in accounts receivable, inventory and accounts payable in the
fourth quarter of 2009; projections about our fourth quarter effective tax rate; estimates
regarding the commencement and amortization period of software development costs relating to our
EVIDENCE.com product; the impact of recently adopted accounting guidance; our dividend policy; our
anticipated capital expenditures in the fourth quarter of 2009; our expectations that we will hold
certain investments until maturity; our expectations about unrecognized tax benefits, deferred
income taxes and the reversal of our valuation allowance; assumptions about the future vesting of
outstanding stock options and the amortization of costs relating thereto; our litigation strategy;
the outcome of pending litigation including that judgments against us may be reversed or reduced;
trends about our working capital and the sufficiency of our capital resources and the availability
of financing to the Company. We caution that these statements are qualified by important factors
that could cause actual results to differ materially from those reflected by the forward-looking
statements herein. Such factors include, but are not limited to: market acceptance of our products;
establishment and expansion of our direct and indirect distribution channels; attracting and
retaining the endorsement of key opinion-leaders in the law enforcement community; the level of
product technology and price competition for our products; the degree and rate of growth of the
markets in which we compete and the accompanying demand for our products; potential delays in
international and domestic orders; implementation risks of manufacturing automation; risks
associated with rapid technological change; execution and implementation risks of new technology;
new product introduction risks; ramping manufacturing production to meet demand; litigation
resulting from alleged product-related injuries; risks related to government inquiries; media
publicity concerning allegations of deaths occurring after use of the TASER device and the negative
impact this publicity could have on sales; product quality risks; potential fluctuations in
quarterly operating results; competition; financial and budgetary constraints of prospects and
customers; dependence upon sole and limited source suppliers; fluctuations in component pricing;
risks of governmental regulations; dependence on a single product; dependence upon key employees;
employee retention risks; and other factors detailed in the Companys filings with the Securities
and Exchange Commission. We assume no obligation to update, and do not intend to update, our
forward-looking statements.
Overview
Our mission is to protect life by providing safer, more effective use of force options
and technologies. We are a market leader in the development and manufacture of advanced electronic
control devices (ECDs) designed for use in law enforcement, military, corrections, private security
and personal defense. In addition, we are developing full technology solutions for the capture,
storage and management of video/audio evidence as well as other tactical capabilities for use in
law enforcement. We have focused our efforts on the continuous development of our technology for
both new and existing products as well as industry leading training services while building
distribution channels for marketing our products and services to law enforcement agencies,
primarily in North America with increasing efforts on expanding these programs in international
markets. To date, over 14,000 law enforcement agencies in over 45 countries have made initial
purchases of our TASER brand devices for testing or deployment. To date, we do not know of any
significant sales of any competing ECD products.
Our core expertise includes proprietary, patented technology which is capable of
incapacitating highly focused and aggressive persons. Competing non-lethal weapons rely primarily
on pain to dissuade subjects from continuing unwanted behavior. Our proprietary Neuro-Muscular
Incapacitation (NMI) technology uses electrical impulses to interfere with a persons
neuron-muscular system, causing substantial incapacitation regardless of whether the person feels
or responds to pain. Our NMI technology stimulates the motor nerves which control muscular
movement.
20
Table of Contents
Results of Operations
Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008
The following table sets forth, for the periods indicated, our consolidated statements of
operations as well as the percentage relationship to total net sales of items included in our
consolidated statements of operations (dollars in thousands):
Three Months Ended September 30, | Increase / (Decrease) | |||||||||||||||||||||||
2009 | 2008 | $ | % | |||||||||||||||||||||
Net sales |
$ | 23,310 | 100.0 | % | $ | 22,859 | 100.0 | % | $ | 451 | 2.0 | % | ||||||||||||
Cost of products sold |
10,044 | 43.1 | % | 8,964 | 39.2 | % | 1,080 | 12.0 | % | |||||||||||||||
Gross margin |
13,266 | 56.9 | % | 13,895 | 60.8 | % | (629 | ) | -4.5 | % | ||||||||||||||
Sales, general and administrative expenses |
11,420 | 49.0 | % | 9,055 | 39.6 | % | 2,364 | 26.1 | % | |||||||||||||||
Research and development expenses |
6,656 | 28.6 | % | 3,332 | 14.6 | % | 3,324 | 99.8 | % | |||||||||||||||
Income (loss) from operations |
(4,810 | ) | -20.6 | % | 1,508 | 6.6 | % | (6,317 | ) | -419.0 | % | |||||||||||||
Interest and other income, net |
20 | 0.1 | % | 270 | 1.2 | % | (250 | ) | -92.6 | % | ||||||||||||||
Income (loss) before provision (benefit) for income taxes |
(4,790 | ) | -20.5 | % | 1,778 | 7.8 | % | (6,567 | ) | -369.4 | % | |||||||||||||
Provision (benefit) for income taxes |
(1,614 | ) | -6.9 | % | 1,128 | 4.9 | % | (2,742 | ) | -243.1 | % | |||||||||||||
Net income (loss) |
$ | (3,176 | ) | -13.6 | % | $ | 650 | 2.8 | % | $ | (3,826 | ) | -588.3 | % | ||||||||||
Net Sales
For the three months ended September 30, 2009 and 2008, sales by product line and by
geography were as follows (dollars in thousands)
Three Months Ended September 30, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
Sales by Product Line |
||||||||||||||||
TASER X26 |
$ | 14,870 | 63.8 | % | $ | 13,169 | 57.6 | % | ||||||||
TASER C2 |
1,103 | 4.7 | % | 1,008 | 4.4 | % | ||||||||||
TASER Cam |
749 | 3.2 | % | 964 | 4.2 | % | ||||||||||
ADVANCED TASER |
281 | 1.2 | % | 377 | 1.6 | % | ||||||||||
Single Cartridges |
6,932 | 29.7 | % | 5,066 | 22.2 | % | ||||||||||
XREP |
364 | 1.6 | % | | | |||||||||||
Shockwave |
41 | 0.2 | % | | | |||||||||||
X3 |
8 | | | | ||||||||||||
Other |
2,428 | 10.4 | % | 2,275 | 10.0 | % | ||||||||||
Trade-In Deferral |
(3,466 | ) | -14.9 | % | | | ||||||||||
Total |
$ | 23,310 | 100.0 | % | $ | 22,859 | 100.0 | % | ||||||||
Three Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
United States |
81 | % | 84 | % | ||||
Other Countries |
19 | % | 16 | % | ||||
Total |
100 | % | 100 | % | ||||
Net sales increased $0.5 million, or 2.0%, to $23.3 million for the third quarter of 2009
compared to $22.9 million for the third quarter of 2008. The increase in sales versus the prior
year quarter was primarily driven by growth in our Federal business including an order from the
U.S. Customs and Border Patrol as well as solid international sales during the quarter including
follow-on orders to customers in Australia. The growth in international business offset a decline
in domestic sales, which we believe reflects lower municipal spending in the U.S., as agencies have
reassigned or reduced budget dollars due to ongoing economic constraints. During the third quarter
of 2009, $3.5 million of revenue was deferred related to our temporary trade-in program which
enables agencies who purchase a X26 ECD for deployment in the United States the opportunity to
upgrade the product in exchange for a partial trade-in credit against the purchase of the newly
announced X3 ECD. Sales of our X26 ECDs, before excluding the $3.5 million impact of the trade-in
deferral, increased $1.7 million, or 12.9%, while sales of single cartridges increased $1.9
million, or 36.8%, compared to the prior year. Sales of the TASER C2 consumer product increased by
$95,000, or 9.4%. Other sales include extended warranty revenue,
out of warranty repairs, government grants, training and shipping revenues.
International sales for the third quarter of 2009 and 2008 represented approximately $4.5
million, or 19%, and $3.7 million, or 16%, of total net sales, respectively.
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Table of Contents
Cost of Products Sold
Cost of products sold increased by $1.1 million, or 12.1%, to $10 million for the third
quarter of 2009 compared to $9.0 million for the third quarter of 2008. As a percentage of net
sales, cost of products sold increased to 43.1% in the third quarter of 2009 compared to 39.2% in
the third quarter of 2008. The trade-in deferral which resulted in a $3.5 million reduction in net
sales reduced gross margin by 560 basis points in the third quarter of 2009, which was partially
offset by improved leverage on indirect manufacturing expenses as a relatively fixed pool of
indirect manufacturing costs remained flat while sales increased.
Gross Margin
Gross margin decreased $630,000, or 4.5%, to $13.3 million for the third quarter of 2009
compared to $13.9 million for the third quarter of 2008. As a percentage of net sales, gross margin
decreased to 56.9% for the third quarter of 2009 compared to 60.8% for the third quarter of 2008.
The 390 basis point decline in gross margin as a percentage of net sales for the third quarter of
2009 reflects the impact of the trade in deferral, offset by decreased indirect manufacturing
costs.
Sales, General and Administrative Expenses
For the three months ended September 30, 2009 and 2008, sales, general and administrative
expenses were comprised of the following (dollars in thousands):
Three Months Ended September 30, | ||||||||||||||||
$ | % | |||||||||||||||
2009 | 2008 | Change | Change | |||||||||||||
Salaries, benefits and bonus |
$ | 3,192 | $ | 2,489 | $ | 703 | 28.2 | % | ||||||||
Legal, professional and accounting fees |
1,112 | 1,406 | (294 | ) | -20.9 | % | ||||||||||
Sales and Marketing |
1,659 | 1,110 | 549 | 49.5 | % | |||||||||||
Consulting and lobbying services |
911 | 690 | 221 | 32.0 | % | |||||||||||
Stock-based compensation |
814 | 443 | 371 | 83.7 | % | |||||||||||
Travel and meals |
968 | 709 | 259 | 36.5 | % | |||||||||||
D&O and liability insurance |
449 | 536 | (87 | ) | -16.2 | % | ||||||||||
Depreciation and amortization |
510 | 386 | 124 | 32.1 | % | |||||||||||
Other |
1,805 | 1,286 | 519 | 40.4 | % | |||||||||||
Total |
$ | 11,420 | $ | 9,055 | $ | 2,365 | 26.1 | % | ||||||||
Sales, general and administrative as % of net sales |
49.0 | % | 39.6 | % |
Sales, general and administrative expenses were $11.4 million and $9.1 million in the third
quarter of 2009 and 2008, respectively, an increase of $2.4 million, or 26.1%. As a percentage of
total net sales, sales, general and administrative expenses increased to 49.0% for the third
quarter of 2009 compared to 39.6% for the third quarter of 2008, partially due to a reduction of
leverage resulting from the $3.5 million trade-in deferral which had a 6.3% impact. The dollar
increase for the third quarter of 2009 over the same period in 2008 is attributable to a $703,000
growth in salaries, benefits and bonuses primarily related to an increase in personnel to support
the expansion of our business infrastructure as we introduce new products and enter new markets.
Stock based-compensation expense increased $371,000 which is attributed to the increased employee
headcount in the fourth quarter of 2008 and the first half of 2009. Sales and marketing increased
$549,000 and travel and meals increased $259,000 in the third quarter of 2009, due to increased
efforts to support new product launches as well as the annual TASER Conference, which was held in
the third quarter of 2009 (compared to being held in the second quarter of 2008). These increases
were partially offset by a $294,000 decrease in legal, professional and accounting fees.
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Table of Contents
Research and Development Expenses
Research and development expenses were $6.7 million for the third quarter, which is an
increase of $3.3 million over the prior year mostly driven by a $1.8 million increase in indirect
supplies, component costs and expediting fees associated with the development of the TASER X3 and
AXON (Autonomous eXtended on-Officer Network) units shown at our TASER Conference and the IACP
trade shows. Tooling and scrap costs increased by $443,000, also related to the development of the
TASER X3 and AXON. Salaries, benefits, and stock options expenses increased by $1.1 million to
support both hardware development and our new software development team headquartered in
California. These increases were partially offset by $852,000 of capitalized internal salary and
external consulting costs specifically related to the development of EVIDENCE.com in the third
quarter of 2009. We expect this level of research and development spending will decrease during the
fourth quarter of 2009 as TASER X3 and AXON are launched into the market.
Interest and Other Income, Net
Interest and other income decreased by $250,000, or 92.6%, to $20,000 for the third
quarter of 2009 compared to $270,000 for the third quarter of 2008. The decrease is attributable to
a significantly lower average yield on our cash and investments.
Provision (Benefit) for Income Taxes
The provision for income taxes decreased by $2.7 million to a benefit of $1.6 million for
the third quarter of 2009 compared to a provision of $1.1 million for the third quarter of 2008.
The effective income tax rate for the third quarter of 2009 was 33.7% compared to 63.4% for the
third quarter of 2008. The effective tax rate for the three months ended September 30, 2009
decreased compared to the same period in the prior year due to the nature of the effective tax rate
calculation. The quarterly tax provision is computed from the year-to-date provision less the
cumulative tax provision recognized through the previous quarter end. Due to a significant
variability in the projected 2009 annual effective tax rate caused by relatively small differences
in projected fourth quarter results, we were unable to reliably estimate the 2009 effective annual
tax rate as of the end of the third quarter and as such calculated an estimated year-to-date tax
provision based on current year to date results. There will likely be some variability in the
fourth quarter effective tax rate depending on fourth quarter results and the likelihood that the
impact of non-deductible expenses for items such as ISO stock option expense, meals and
entertainment and lobbying will make the income for tax purposes significantly higher than book
pre-tax income. The high effective income tax rate in the third quarter of 2008 was attributable
to a the higher impact of non-deductible items expenses against a low taxable income base expected
for the year ended December 31, 2008
Net Income (Loss)
Our net income declined by $3.8 million to a net loss of $3.2 million for the third
quarter of 2009 compared to net income of $650,000 for the third quarter of 2008. Net loss per
basic and diluted share was $0.05 for the third quarter of 2009 compared to net income per basic
and diluted share of $0.01 for the third quarter of 2008.
Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008
The following table sets forth, for the periods indicated, our statements of operations as well as
the percentage relationship to total net sales of items included in our statements of operations
(dollars in thousands):
Nine Months Ended September 30, | Increase / (Decrease) | |||||||||||||||||||||||
2009 | 2008 | $ | % | |||||||||||||||||||||
Net sales |
$ | 69,749 | 100.0 | % | $ | 66,447 | 100.0 | % | $ | 3,302 | 5.0 | % | ||||||||||||
Cost of products sold |
28,115 | 40.3 | % | 26,184 | 39.4 | % | 1,931 | 7.4 | % | |||||||||||||||
Gross margin |
41,634 | 59.7 | % | 40,263 | 60.6 | % | 1,371 | 3.4 | % | |||||||||||||||
Sales, general and administrative expenses |
33,690 | 48.3 | % | 27,926 | 42.0 | % | 5,764 | 20.6 | % | |||||||||||||||
Research and development expenses |
15,246 | 21.9 | % | 8,463 | 12.7 | % | 6,783 | 80.1 | % | |||||||||||||||
Legal judgment expense |
| 0.0 | % | 5,200 | 7.8 | % | (5,200 | ) | -100.0 | % | ||||||||||||||
Loss from operations |
(7,302 | ) | -10.5 | % | (1,326 | ) | -2.0 | % | (5,976 | ) | 450.7 | % | ||||||||||||
Interest and other income, net |
162 | 0.2 | % | 1,492 | 2.2 | % | (1,330 | ) | -89.1 | % | ||||||||||||||
Income (loss) before provision (benefit) for income taxes |
(7,140 | ) | -10.2 | % | 166 | 0.2 | % | (7,306 | ) | 4401.2 | % | |||||||||||||
Provision (benefit) for income taxes |
(2,773 | ) | -4.0 | % | 315 | 0.5 | % | (3,088 | ) | 980.3 | % | |||||||||||||
Net loss |
$ | (4,367 | ) | -6.3 | % | $ | (149 | ) | -0.2 | % | $ | (4,218 | ) | 2830.9 | % | |||||||||
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Net Sales
For the nine months ended September 30, 2009 and 2008, sales by product line and by
geography were as follows (dollars in thousands):
Nine Months Ended September 30, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
Sales by Product Line |
||||||||||||||||
TASER X26 |
$ | 37,976 | 54.4 | % | $ | 35,807 | 53.9 | % | ||||||||
TASER C2 |
3,732 | 5.4 | % | 4,268 | 6.4 | % | ||||||||||
TASER Cam |
2,179 | 3.1 | % | 2,748 | 4.1 | % | ||||||||||
ADVANCED TASER |
2,245 | 3.2 | % | 2,432 | 3.7 | % | ||||||||||
Single Cartridges |
20,151 | 28.9 | % | 15,290 | 23.0 | % | ||||||||||
XREP |
389 | 0.6 | % | | | |||||||||||
Shockwave |
45 | 0.1 | % | | | |||||||||||
X3 |
8 | | | | ||||||||||||
Other |
6,490 | 9.3 | % | 5,902 | 8.9 | % | ||||||||||
Trade-In Deferral |
(3,466 | ) | -5.0 | % | | | ||||||||||
Total |
$ | 69,749 | 100.0 | % | $ | 66,447 | 100.0 | % | ||||||||
Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
United States |
75 | % | 87 | % | ||||
Other Countries |
25 | % | 13 | % | ||||
Total |
100 | % | 100 | % | ||||
Net sales increased $3.3 million, or 5.0%, to $69.7 million for the first nine
months of 2009 compared to $66.4 million for the first nine months of 2008. The increase in sales
versus the prior year was primarily driven by significant international shipments during the year,
and sales related to a contract from the U.S. Customs and Border Patrol. The growth in
international and Federal business offset a decline in domestic sales, which we believe reflects
lower municipal spending in the U.S. as agencies reassigned budget dollars due to ongoing economic
constraints. During the third quarter, $3.5 million of revenue was deferred related to a trade-in
program which enables agencies who purchase a X26 ECD for deployment in the United States the
opportunity to upgrade the product in exchange for a partial trade-in credit against the purchase
of the newly announced X3 ECD. Sales of single cartridges increased $4.9 million, or 31.8%,
compared to the prior year and X26 sales, before excluding the $3.5 million impact the trade-in
deferral, increased $2.2 million, or 6.1%. TASER C2 consumer product sales declined by $536,000, or
12.6%, attributable to the adverse impact of the economic downturn on consumer spending. The
increase in other sales is primarily driven by growth in extended warranty revenues, out of
warranty repairs and the elimination of distributor discounts during 2008. Other sales also include
government grants, training and shipping revenues.
International sales for the first nine months of 2009 and 2008 represented approximately
$17.6 million, or 25%, and $8.7 million or 13% of total net sales, respectively.
Cost of Products Sold
Cost of products sold increased by $1.9 million, or 7.4%, to $28.1 million for the first
nine months of 2009 compared to $26.2 million for the first nine months of 2008. As a percentage of
net sales, cost of products sold increased to 40.3% in the first nine months of 2009 compared to
39.4% in the first nine months of 2008. The increase in cost of products sold as a percentage of
net sales for the first nine months of 2009 compared to the first nine months of 2008 was driven by
a combination of factors. The trade-in deferral, which resulted in a $3.5 million reduction in net
sales reduced gross margin by 190 basis points. Exclusive of the deferral, total direct costs
decreased as a percentage of sales primarily driven by negotiated supplier price reductions in
certain raw material components. Direct labor decreased as a percentage of net sales due to lower
temporary labor costs and indirect manufacturing expense decreased as production scrap and
engineering supplies were reduced, resulting from improved product quality and operating
efficiencies. In addition, our provision for warranty costs decreased as we experienced a reduction
in product returns during the first nine months of 2009. Offsetting these cost reductions, the
allocation of indirect manufacturing overhead to inventory decreased significantly as a reduction
in the number of production hours in the first nine months of 2009 compared to the same period in
2008 resulted in an increased indirect manufacturing overhead rate and the under absorption of a
relatively fixed pool of indirect manufacturing costs.
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Gross Margin
Gross margin increased $1.4 million, or 3.4%, to $41.6 million for the first nine months
of 2009 compared to $40.3 million for the first nine months of 2008. As a percentage of net sales,
gross margins decreased to 59.7% for the first nine months of 2009 compared to 60.6% for the first
nine months of 2008. The 190 basis point decrease in gross margin as a percentage of net sales for
the first half of 2009 reflects the factors noted above under the discussion of cost of products
sold.
Sales, General and Administrative Expenses
For the nine months ended September 30, 2009 and 2008, sales, general and administrative
expenses were comprised as follows (dollars in thousands):
Nine Months Ended September 30, | ||||||||||||||||
$ | % | |||||||||||||||
2009 | 2008 | Change | Change | |||||||||||||
Salaries, benefits and bonus |
$ | 8,811 | $ | 7,315 | $ | 1,496 | 20.5 | % | ||||||||
Legal, professional and accounting fees |
4,630 | 4,242 | 388 | 9.1 | % | |||||||||||
Consulting and lobbying services |
3,194 | 2,110 | 1,084 | 51.4 | % | |||||||||||
Stock-based compensation |
2,441 | 932 | 1,509 | 161.9 | % | |||||||||||
Travel and meals |
2,646 | 2,712 | (66 | ) | -2.4 | % | ||||||||||
Sales and Marketing |
4,141 | 3,952 | 189 | 4.8 | % | |||||||||||
D&O and liability insurance |
1,415 | 1,626 | (211 | ) | -13.0 | % | ||||||||||
Depreciation and amortization |
1,397 | 1,168 | 229 | 19.6 | % | |||||||||||
Other |
5,015 | 3,869 | 1,146 | 29.6 | % | |||||||||||
Total |
$ | 33,690 | $ | 27,926 | $ | 5,764 | 20.6 | % | ||||||||
Sales, general and administrative as % of net sales |
48.3 | % | 42.0 | % |
Sales, general and administrative expenses were $33.7 million and $27.9 million in the
first nine months of 2009 and 2008, respectively, an increase of $5.8 million, or 20.6%. As a
percentage of total net sales, sales, general and administrative expenses increased to 48.3% for
the first nine months of 2009 compared to 42.0% for the first nine months of 2008, partially due
to a reduction of leverage resulting from the $3.5 million trade-in deferral. The dollar increase
for the first nine months of 2009 over the same period in 2008 is attributable to a $1.5 million
growth in salaries and benefits related to an increase in personnel to support the expansion of our
business infrastructure as we introduce new products and enter new markets. Stock
based-compensation expense also increased $1.5 million related to a full nine months expense for
stock options granted during the third and fourth quarters of 2008 as well as new
employee stock options grants in the first nine months of 2009. Consulting and lobbying services
increased $1.1 million primarily related to strategic selling and marketing, advertising and IT
process improvement related efforts while legal, professional and accounting fees increased
$388,000 driven by the timing of outstanding ligation in progress. Sales and marketing expenses
also increased by a net amount of $189,000 as increases in our tradeshow costs and our selling
costs in support of new product introductions were partially offset by a $1.3 million decrease in
general media advertising spend primarily due to $530,000 of infomercial production costs expensed
in the first quarter of 2008 as well as reduced emphasis placed on consumer marketing programs. The
$1.1 million increase in other costs was primarily driven by a $350,000 settlement expense paid to
a Board member (see Settlement agreement in Note 10) as well as increased computer licensing and
maintenance costs.
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Table of Contents
Research and Development Expenses
Research and development expenses increased $6.8 million, or 80.2%, to $15.2 million for
the first nine months of 2009 compared to $8.5 million for the first nine months of 2008. The
increase is driven by a $2.9 million increase in salary and benefits as we have expanded our
research and development headcount to support new product development, including an Internet
service and software development team. Stock-based compensation expenses increased $799,000 for
stock options granted in the second half of 2008 and the first half of 2009. Indirect supplies and
tooling costs increased $3.0 million primarily associated with the development of the TASER
X3, AXON (Autonomous eXtended on-Officer Network) and EVIDENCE.com. In particular,
during the third quarter of 2009 we expedited the build of AXON and X3 prototype display units for
the TASER Tactical conference and the International Association of
Chiefs of Police (IACP) conference. These
increases are offset by the capitalization of $1.5 million of internal salary and external
consulting costs specifically related to the development of EVIDENCE.com in the second and third
quarters of 2009. We expect the level of research and development spending in the fourth quarter
will normalize to levels consistent with the quarterly run rate in the first half of the year.
Litigation Judgment Expense
We recorded a $5.2 million non-cash charge in the second quarter of 2008 for an adverse jury
verdict in a product liability case. On October 24, 2008, this jury award of $5.2 million was
disallowed by the Court and we reversed the expense in the fourth quarter of 2008.
Interest and Other Income, Net
Interest and other income decreased by $1.3 million, or 89.1%, to $162,000 for the first
nine months of 2009 compared to $1.5 million for the first nine months of 2008. The decrease is
attributable to a significantly lower average yield on our cash and investments. Additionally,
other income in the first nine months of 2008 included $387,000 related to unused deferred
insurance settlement proceeds recognized upon the dismissal of all final appeals in the Samuel
Powers v. TASER International personal injury case.
Provision (Benefit) for Income Taxes
The provision for income taxes decreased by $3.1 million to a benefit of $2.8 million for the
first nine months of 2009 compared to a provision of $315,000 for the first nine months of 2008.
The effective income tax rate for the first nine months of 2009 was 38.8% compared to 189.3% for
the first nine months of 2008. The effective tax rate for the nine months ended September 30, 2009
decreased compared to the same period in the prior year due to the nature of the effective tax rate
calculation. The quarterly tax provision is computed from the year-to-date provision less the
cumulative tax provision recognized through the previous quarter end. Due to a significant
variability in the projected 2009 annual effective tax rate caused by relatively small differences
in projected fourth quarter results, we were unable to reliably estimate the 2009 effective annual
tax rate as of the end of the third quarter and as such calculated an estimated year-to -date tax
provision based on current year to date results. There will likely be some variability in the
fourth quarter effective tax rate depending on fourth quarter results and the likelihood that the
impact of non-deductible expenses for items such as ISO stock option expense, meals and
entertainment and lobbying, which reduced the effective tax benefit rate in the third quarter, will
make the income for tax purposes significantly higher than book pre-tax income on a year-to-date
basis. The effective tax rate for the nine months ended September 30, 2008 significantly exceeds
the statutory rate due to the impact of certain non-deductible items such as stock-based
compensation expense related to ISOs and lobbying expenses against a lower taxable income base
expected for the year ended December 31, 2008. Offsetting the credit provision and reducing the
effective tax rate in the third quarter of 2008 was the recording of a $250,000 valuation allowance
against expiring state (Arizona) net operating loss deferred tax assets.
Net Loss
The net loss increased by $4.2 million to $4.4 million for the first nine months of 2009
compared to a net loss of $149,000 for the first nine months of 2008. Net loss per basic and
diluted share was $0.07 for the first nine months of 2009 compared to $0.00 for the first nine
months of 2008.
Liquidity and Capital Resources
Liquidity
Our most significant sources of liquidity continue to be funds generated by operating
activities and available cash and cash equivalents. We believe funds generated from our expected
results of operations and available cash and cash equivalents will be sufficient to finance our
operations and strategic initiatives for the next 12 months. In addition, as necessary, our
revolving credit facility is available for additional working capital needs or investment
opportunities although we currently have no balance outstanding on our revolving credit facility.
There can be no assurance, however, that we will continue to generate cash flows at or above
current levels or that we will be able to maintain our ability to borrow under our revolving credit
facility.
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Table of Contents
As of September 30, 2009, we had $45.4 million in cash and cash equivalents, a decrease
of $1.5 million from the end of 2008, which is primarily attributable to net cash provided by
operations of $5.5 million in the first nine months of 2009 and proceeds from the maturities of
investment holdings, offset by investments in property and equipment and intangible assets.
Accounts receivable at September 30, 2009, decreased by $0.5 million compared to December 31, 2008.
Accounts payable and accrued liabilities increased $1.8 million driven by timing of purchasing
activity. Additionally, we expect to invest a further $3 to $5 million in capital expenditures in
2009, including $1.5 million of automation equipment received and accrued at September 30, 2009. We
expect to fund these capital expenditures with available working capital.
Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Net cash provided by operating activities |
$ | 5,460 | $ | 4,611 | ||||
Net cash (used) provided by investing activities |
(7,034 | ) | 7,266 | |||||
Net cash provided (used) by financing activities |
$ | 108 | $ | (12,179 | ) |
Net cash provided by operating activities for the first nine months of 2009 of
$5.5 million was driven by the net loss for the period adjusted for the add back of non-cash
expenses including stock-based compensation expense of $3.8 million; depreciation and amortization
expense of $2.4 million partially offset by a $3.8 million net increase in deferred tax assets
related to the benefit recognized in the first nine months of 2009. In addition, deferred revenue
increased $3.8 million, $3.5 million of which relates to the deferral of revenue in the third
quarter of 2009 related to the X26 trade-in program. Changes in working capital include a
$0.5 million decrease in accounts receivable and a $1.8 million increase in accounts payable and
accrued liabilities as discussed above.
Net cash used by investing activities was $7.0 million during the nine months ended
September 30, 2009, which was comprised of $9.3 million to purchase property and equipment mainly
related to new automation production equipment and Evidence.Com data center hardware as well as
$1.5 million of capitalized software development. In addition, we invested $243,000 in intangible
assets, primarily consisting of patent and trademark costs. This net use was partially offset by
$2.5 million in net proceeds from called investments.
During the first nine months of 2009, net cash provided by financing activities was
$108,000, attributable to proceeds from stock options exercised during the period.
Capital Resources
We have a revolving line of credit with a domestic bank with a total availability of
$10.0 million. The line is secured by substantially all of our assets, other than intellectual
property, and bears interest at varying rates, ranging from LIBOR plus 1.5% to prime. The line of
credit matures on September 30, 2010, and requires monthly payments of interest only. At September
30, 2009, there were no borrowings under the line and $10.0 million of the line was available based
on the defined borrowing base, which is calculated based on our eligible accounts receivable and
inventory. Our agreement with the bank requires us to comply with certain financial and other
covenants including maintenance of minimum tangible net worth and fixed charge coverage. At
September 30, 2009, we were in compliance with those covenants.
We believe that our balance of total cash and cash equivalents of $45.4 million as of
September 30, 2009, together with cash expected to be generated from operations and our existing
credit facility will be adequate to fund our operations for at least the next 12 months. We may
require additional resources to expedite manufacturing of new and existing technologies in order to
meet possible demand for our products. Based on our strong balance sheet and the fact that we had
no outstanding debt at September 30, 2009, we believe financing will be available, both through our
existing credit line and possible additional financing. However, there is no assurance that such
funding will be available on terms acceptable to us, or at all. Capital markets in the United
States and throughout the world remain disrupted and under stress. This disruption and stress is
evidenced by a lack of liquidity in the debt capital markets, the re-pricing of credit risk in the
syndicated credit market, and the failure of certain major financial institutions. This stress is
compounded by the ongoing severe worldwide recession. Reflecting this situation, many lenders and
capital providers have reduced, and in some cases ceased to provide, debt funding to borrowers. The
resulting lack of available credit, lack of confidence in the financial sector, increased
volatility in the financial markets and reduced business activity could materially and adversely
affect our ability to obtain additional or alternative financing should the need arise for us to
access the debt markets.
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Table of Contents
Commitments and Contingencies
On July 2, 2007, the Company entered into a contract with Automation Tooling Systems Inc.
for the purchase of equipment at a cost of approximately $8.4 million. The equipment was delivered
and installed at the Companys facility during the third quarter of 2009. Payments have been made
in installments, with total installments paid to date of $6.9 million, with the remaining balance
of $1.5 million, which was accrued at September 30, 2009, likely to be paid in the fourth quarter.
The installments paid or accrued to date have been recorded in property, plant and equipment in the
accompanying consolidated balance sheets.
On June 24, 2009, the Company entered into an operating lease agreement with IBM Credit, LLC
for various data center server equipment used to host EVIDENCE.com. Total future minimum lease
payments are $882,432 with terms ranging from 36 to 42 months in duration. The equipment is
expected to be placed in service in the third quarter of 2009.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements as of September 30, 2009.
Critical Accounting Estimates
We have identified the following accounting estimates as critical to our business
operations and the understanding of our results of operations. The preparation of this Quarterly
Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount
of assets and liabilities, disclosure of contingent assets and liabilities at the date of our
consolidated financial statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ from those
estimates. The effect of these policies on our business operations is discussed below.
Standard Product Warranty Reserves
We warrant our law enforcement ECDs from manufacturing defects on a limited basis for a
period of one year after purchase and thereafter, will replace any defective TASER unit for a fee.
We warrant our new TASER C2 product for 90 days. We track historical data related to returns and
warranty costs on a quarterly basis, and estimate future warranty claims based upon our historical
experience. We have also historically increased our reserve amount if we become aware of a
component failure that could result in larger than anticipated returns from our customers. As of
September 30, 2009, our reserve for warranty returns was $298,000 compared to a $615,000 reserve at
December 31, 2008. Our reserve for warranty returns decreased at September 30, 2009, as the result
of an improved product returns experience, particularly in our X26 product line which we believe is
a function of continuing improvements made in the manufacturing and quality processes. In the event
that product returns under warranty differ from our estimates, changes to warranty reserves might
become necessary.
Inventory
Inventories are stated at the lower of cost or market, with cost determined using the
weighted average cost of raw materials, which approximates the first-in, first-out (FIFO) method,
and an allocation of manufacturing labor and overhead costs. The allocation of manufacturing labor
and overhead costs includes management judgments of what constitutes normal capacity of our
production facilities, and a determination of what costs are considered to be abnormal fixed
production costs which are expensed as current period charges. Provisions are made to reduce
potentially excess, obsolete or slow-moving inventories to their net realizable value. These
provisions are based on our best estimates after considering historical demand, projected future
demand, inventory purchase commitments, industry and market trends and conditions and other
factors. Our reserve for excess and obsolete inventory increased to $264,000 at September 30, 2009,
compared to $130,000 at December 31, 2008. In the event that actual excess, obsolete or slow-moving
inventories differ from these estimates, changes to inventory reserves might become necessary.
Accounts Receivable
Sales are typically made on credit and we generally do not require collateral. We perform
ongoing credit evaluations of our customers financial condition and maintain an allowance for
estimated potential losses. Uncollectible accounts are written off when deemed uncollectible, and
accounts receivable are presented net of an allowance for doubtful accounts. This allowance
represents our best estimate and is based on our judgment after considering a number of factors
including third-party credit reports, actual payment history, customer-specific financial
information and broader market and economic trends and conditions. Our allowance for doubtful
accounts was $200,000 at September 30, 2009 and December 31, 2008. In the event that actual
uncollectible amounts differ from these estimates, changes in allowances for doubtful accounts
might become necessary.
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Table of Contents
Valuation of Long-lived Assets
We review long-lived assets, such as property and equipment and intangible assets subject
to amortization, whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. We utilize a two-step approach to testing long-lived assets for
impairment. The first step tests for possible impairment indicators. If an impairment indicator is
present, the second step measures whether the asset is recoverable based on a comparison of the
carrying amount of the asset to the estimated undiscounted future cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows,
an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. Our review requires the use of judgment and estimates. Management
believes that no such impairments have occurred to date. However, future events or circumstances
may result in a charge to earnings if we determine that the carrying value of a long-lived asset is
not recoverable.
Income Taxes
We recognize federal, state and foreign current tax liabilities or assets based on our
estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We also
recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our
estimate of future tax effects attributable to temporary differences and carryforwards.
We recognize the tax benefit from an uncertain tax position only if it is more likely
than not that the tax position will be sustained on examination by the taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the consolidated financial
statements from such a position are measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate resolution. Management must also assess
whether uncertain tax positions as filed could result in the recognition of a liability for
possible interest and penalties if any. We have completed research and development tax credit
studies which identified approximately $4.0 million in tax credits for Federal and Arizona income
tax purposes related to the 2003 through 2008 tax years, net of the federal benefit on the Arizona
research and development tax credits. Management has estimated that an additional $425,000 of tax
credits are available for Arizona purposes for the 2009 tax year with a prorated portion recorded
as a component of the effective tax rate for the three and nine months ended September 30, 2009.
Management made the determination that it was more likely than not that the full benefit of the
research and development tax credit would not be sustained on examination and recorded a liability
for unrecognized tax benefits of $2.1 million as of September 30, 2009. As of September 30, 2009,
management does not expect the amount of the unrecognized tax benefit liability to increase or
decrease significantly within the next 12 months. Should the unrecognized tax benefit of
$2.1 million be recognized, the Companys effective tax rate would be favorably impacted. Also
included as part of the $2.1 million liability for unrecognized tax benefits is a management
estimate of $94,000 related to uncertain tax positions for certain state income tax liabilities.
Our estimates are based on the information available to us at the time we prepare the income tax
provisions. Our income tax returns are subject to audit by federal, state, and local governments,
generally years after the returns are filed. These returns could be subject to material adjustments
or differing interpretations of the tax laws.
Our calculation of current and deferred tax assets and liabilities is based on certain
estimates and judgments and involves dealing with uncertainties in the application of complex tax
laws. Our estimates of current and deferred tax assets and liabilities may change based, in part,
on added certainty or finality to an anticipated outcome, changes in accounting or tax laws in the
United States, or changes in other facts or circumstances. In addition, we recognize liabilities
for potential United States tax contingencies based on our estimate of whether, and the extent to
which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or
if the recorded tax liability is less than our current assessment, we may be required to recognize
an income tax benefit or additional income tax expense in our consolidated financial statements.
In preparing the Companys consolidated financial statements, management assesses the
likelihood that its deferred tax assets will be realized from future taxable income. In evaluating
the Companys ability to recover its deferred income tax assets, management considers all available
positive and negative evidence, including its operating results, ongoing tax planning and forecasts
of future taxable income on a jurisdiction by jurisdiction basis. A valuation allowance is
established if it is determined that it is more likely than not that some portion or all of the net
deferred tax assets will not be realized. Management exercises significant judgment in determining
its provisions for income taxes, its deferred tax assets and liabilities and its future taxable
income for purposes of assessing its ability to utilize any future tax benefit from its deferred
tax assets.
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Although management believes that its tax estimates are reasonable, the ultimate tax
determination involves significant judgment that could become subject to audit by tax authorities
in the ordinary course of business, as well as the generation of sufficient future taxable income.
Based on consideration of the above factors, management has determined that it is more likely than
not that its net operating loss carryforwards for the state of Arizona, which expire in 2009, will
be fully realized. Accordingly, the valuation allowance of $200,000 the Company carried against its
deferred tax assets as of December 31, 2008, is expected to be reversed with the benefit recognized
during 2009 as a reduction of the current-year effective tax rate. Management believes that, other
than as previously described, as of September 30, 2009, based on an evaluation and projections of
future sales and profitability, no other valuation allowance was deemed necessary. However, such
deferred tax assets could be reduced in the future if projections of future taxable income during
the carryforward period are reduced.
The effective income tax rate for the first nine months of 2009 was 38.8% compared to 189.3%
for the first nine months of 2008. The effective tax rate for the nine months ended September 30,
2009 decreased compared to the same period in the prior year due to the nature of the effective tax
rate calculation. Due to a significant variability in the projected 2009 annual effective tax rate
caused by relatively small differences in projected fourth quarter results, we were unable to
reliably estimate the 2009 effective annual tax rate as of the end of the third quarter and as such
calculated an estimated year to date tax provision based on current year to date results. There
will likely be some variability in the fourth quarter effective tax rate depending on fourth
quarter results and the likelihood that the impact of non-deductible expenses for items such as ISO
stock option expense, meals and entertainment and lobbying, which reduced the effective tax benefit
rate in the third quarter, will make the income for tax purposes significantly higher than book
pre-tax income on a year to date basis.
Stock Based Compensation
We estimate the fair value of our stock based compensation by using the
Black-Scholes-Merton option pricing model which requires the input of highly subjective
assumptions. These assumptions include estimating the length of time employees will retain their
stock options before exercising them (expected term), the estimated volatility of our common
stock price over the expected term and the number of options that will ultimately not vest
(forfeitures). We granted 811,000 performance-based stock options in 2008 and 15,000 in the first
quarter of 2009, the exercise of which is contingent upon the achievement of certain performance
criteria including the successful development and market acceptance of future product introductions
as well as our future operating performance. These options will vest and compensation expense will
be recognized based on managements best estimate of the probability of the performance criteria
being satisfied using the most currently available projections of future product adoption and
operating performance, adjusted at each balance sheet date. Changes in the subjective and
probability based assumptions can materially affect the estimate of fair value of stock-based
compensation and consequently, the related amount recognized on our statements of operations. Refer
to Note 7 to our consolidated financial statements for further discussion of how we determined our
valuation assumptions.
Revenue Recognition
On July 27, 2009, we announced a temporary trade-in program to enable agencies who purchase a
TASER X26 ECD for deployment in the United States the opportunity to upgrade the product in
exchange for a partial credit against the purchase of the newly announced semi-automatic TASER X3
ECD. We accounted for the trade-in right on new sales as a separate element, which has been
deferred based on managements estimate of the relative fair value of the available credit to the
arrangement as a whole. The trade-in offer, which expires on December 31, 2009, resulted in
deferred revenue of $3.5 million at September 30, 2009, which is included in current deferred
revenue in the accompanying consolidated balance sheet. We will recognize the deferred revenue at
the earlier of the respective trade-in during the fourth quarter or when the offer expires on
December 31, 2009.
Contingencies
We are subject to the possibility of various loss contingencies including product related
litigation, arising in the ordinary course of business. We consider the likelihood of loss or
impairment of an asset or the incurrence of a liability, as well as our ability to reasonably
estimate the amount of loss in determining loss contingencies. An estimated loss contingency is
accrued when it is probable that an asset has been impaired or a liability has been incurred and
the amount of loss can be reasonably estimated. We regularly evaluate current information available
to us to determine whether such accruals should be adjusted and whether new accruals are required.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
All of our cash equivalent and marketable securities investments are treated as
held-to-maturity . As of September 30, 2009, our cash equivalents are invested in highly liquid
money market funds denominated in United States dollars. As such, we currently have no interest
rate risk related to holding fixed or floating rate securities.
Exchange Rate Risk
We consider our direct exposure to foreign exchange rate fluctuations to be minimal.
Currently, sales to customers provide for pricing and payment in United States dollars, and
therefore are not subject to exchange rate fluctuations. However, the cost to our customers
increases when the U.S. dollar strengthens against their local currency. In this difficult economy
this risk of loss becomes a credit-risk for non-payment. To date, we have not engaged in any
currency hedging activities, although we may do so in the future. Fluctuations in currency exchange
rates could harm our business in the future.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures were effective as of September
30, 2009, to ensure that information we are required to disclose in reports that we file or submit
under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commissions rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure
controls and procedures are designed to provide reasonable assurance that such information is
accumulated and communicated to our management. Our disclosure controls and procedures include
components of our internal control over financial reporting. Managements assessment of the
effectiveness of our internal control over financial reporting is expressed at the level of
reasonable assurance because a control system, no matter how well designed and operated, can
provide only reasonable, but not absolute, assurance that the control systems objectives will be
met.
Changes in internal control over financial reporting
There was no change in internal control over financial reporting, during the fiscal
quarter ended September 30, 2009, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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PART IIOTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal proceedings in Note 9 to the consolidated financial statements
included in PART I, ITEM 1 of this Form 10-Q.
ITEM 1A. RISK FACTORS
There have been no material changes to the factors disclosed in ITEM 1A RISK FACTORS of
our Annual Report on Form 10-K for the year ended December 31, 2008.
ITEM 6. EXHIBITS
31.1 | Principal Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
31.2 | Principal Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
*32 | Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Furnished |
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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, thereunto duly authorized.
TASER INTERNATIONAL, INC. |
||||
Date: November 6, 2009 | /s/ Patrick W. Smith | |||
Patrick W. Smith | ||||
Chief Executive Officer (Principal Executive Officer) |
||||
Date: November 6, 2009 | /s/ Daniel M. Behrendt | |||
Daniel M. Behrendt | ||||
Chief Financial Officer (Principal Financial and Accounting Officer) |
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Index to Exhibits
Exhibits:
31.1 | Principal Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
31.2 | Principal Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
*32 | Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Furnished |