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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

or

 

¨ 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    86-0741227
(State or other jurisdiction of
incorporation or organization)
   (I.R.S. Employer
Identification No.)

17800 North 85th Street,

Scottsdale, Arizona

   85255
(Address of principal executive offices)    (Zip Code)

(480) 991-0797

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

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  x    No  ¨

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  x    No  ¨

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.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if smaller reporting company)    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  ¨    No  x

There were 55,527,504 shares of the issuer’s common stock, par value $0.00001 per share, outstanding as of May 4, 2012.

 

 

 


TASER INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2012

TABLE OF CONTENTS

 

   

Page

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011

  3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2012 and 2011

  4

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March  31, 2012 and 2011

  5

Notes to Unaudited Condensed Consolidated Financial Statements

  6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  28

Item 4. Controls and Procedures

  29

PART II — OTHER INFORMATION

  29

Item 1. Legal Proceedings

  29

Item 1A. Risk Factors

  29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  29

Item 3. Defaults Upon Senior Securities

  29

Item 4. Mine Safety Disclosures

  30

Item 5. Other Information

  30

Item 6. Exhibits

  30

SIGNATURES

  31

INDEX TO EXHIBITS

  32

 

2


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TASER INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     March 31, 2012     December 31, 2011  
     (Unaudited)        

ASSETS

    

Current Assets:

    

Cash and cash equivalents

   $ 24,349,583      $ 21,300,733   

Short term investments

     5,333,847        5,108,189   

Accounts receivable, net of allowance of $450,000 at March 31, 2012 and December 31, 2011

     14,303,273        11,780,135   

Inventory, net

     11,118,750        11,484,761   

Prepaid expenses and other current assets

     2,675,003        2,089,676   

Deferred income tax assets, net

     8,150,516        9,968,929   
  

 

 

   

 

 

 

Total current assets

     65,930,972        61,732,423   

Property and equipment, net

     25,632,688        26,845,220   

Deferred income tax assets, net

     12,716,169        12,716,169   

Intangible assets, net

     3,239,102        3,224,006   

Other long-term assets

     349,326        444,933   
  

 

 

   

 

 

 

Total assets

   $ 107,868,257      $ 104,962,751   
  

 

 

   

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

 

Current Liabilities:

    

Accounts payable

   $ 3,807,316      $ 4,513,938   

Accrued liabilities

     6,337,302        7,643,004   

Current portion of deferred revenue

     3,500,594        3,317,641   

Customer deposits

     516,984        413,314   
  

 

 

   

 

 

 

Total current liabilities

     14,162,196        15,887,897   

Deferred revenue, net of current portion

     4,679,357        4,636,901   

Liability for unrecorded tax benefits

     1,994,767        1,982,399   
  

 

 

   

 

 

 

Total liabilities

     20,836,320        22,507,197   
  

 

 

   

 

 

 

 

Commitments and Contingencies

    

Stockholders’ Equity

    

Preferred stock, $0.00001 par value per share; 25 million shares authorized; no shares issued and outstanding at March 31, 2012 and December 31, 2011

     —          —     

Common stock, $0.00001 par value per share; 200 million shares authorized; 55,702,742 and 55,696,608 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively

     652        652   

Additional paid-in capital

     102,370,309        101,597,626   

Treasury stock at cost, 9,556,183 shares at March 31, 2012 and December 31, 2011

     (47,207,093     (47,207,093

Retained earnings

     31,949,143        28,145,325   

Accumulated other comprehensive loss

     (81,074     (80,956
  

 

 

   

 

 

 

Total stockholders’ equity

     87,031,937        82,455,554   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 107,868,257      $ 104,962,751   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

3


TASER INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

 

     Three Months Ended March 31,  
     2012     2011  

Net sales

   $ 25,641,392      $ 23,116,949   

Cost of products sold

     10,400,133        10,908,086   
  

 

 

   

 

 

 

Gross margin

     15,241,259        12,208,863   

Sales, general and administrative expenses

     8,854,022        9,346,213   

Research and development expenses

     2,132,220        2,752,465   

Litigation judgment expense

     (2,200,000     —     
  

 

 

   

 

 

 

Income from operations

     6,455,017        110,185   

Interest and other income, net

     6,994        26,322   
  

 

 

   

 

 

 

Income before provision for income taxes

     6,462,011        136,507   

Provision for income taxes

     2,658,193        116,775   
  

 

 

   

 

 

 

Net income

   $ 3,803,818      $ 19,732   
  

 

 

   

 

 

 

Income per common and common equivalent shares

    

Basic

   $ 0.07      $ 0.00   

Diluted

   $ 0.07      $ 0.00   

Weighted average number of common and common equivalent shares outstanding

    

Basic

     55,700,395        62,409,267   

Diluted

     56,358,066        63,250,334   

Net income

   $ 3,803,818      $ 19,732   

Foreign currency translation adjustments

     (118     20,148   
  

 

 

   

 

 

 

Comprehensive income

   $ 3,803,700      $ 39,880   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

4


TASER INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Three Months Ended March 31,  
     2012     2011  

Cash Flows from Operating Activities:

    

Net income

   $ 3,803,818      $ 19,732   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     1,666,510        2,068,092   

Bond premium amortization

     18,637        —     

Loss on disposal of fixed assets

     73,226        45,409   

Provision for doubtful accounts

     —          13,158   

Provision / write-off of excess and obsolete inventory

     139,409        270,362   

Provision for warranty

     (35,944     (98,221

Stock-based compensation expense

     758,054        962,917   

Litigation judgment expense

     (2,200,000     —     

Deferred income taxes

     1,818,413        159,930   

Provision for unrecognized tax benefits

     12,368        1,282   

Change in assets and liabilities:

    

Accounts receivable

     (2,523,138     1,925,549   

Inventory

     226,602        1,264,997   

Prepaids and other assets

     (524,842     (1,201,733

Accounts payable and accrued liabilities

     100,483        (671,883

Deferred revenue

     225,409        (337,202

Customer deposits

     103,670        (65,675
  

 

 

   

 

 

 

Net cash provided by operating activities

     3,662,675        4,356,714   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of investments

     (5,244,295     (9,785,345

Proceeds from maturity of investments

     5,000,000        —     

Purchases of property and equipment

     (277,267     (325,376

Purchases of intangible assets

     (122,541     (87,856
  

 

 

   

 

 

 

Net cash used by investing activities

     (644,103     (10,198,577
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Repurchase of common stock

     —          (5,061,649

Proceeds from stock options exercised

     14,629        3,923   
  

 

 

   

 

 

 

Net cash provided (used) by financing activities

     14,629        (5,057,726
  

 

 

   

 

 

 

Effect of exchange rate change on cash and cash equivalents

     15,649        26,948   

Net increase (decrease) in cash and cash equivalents

     3,048,850        (10,872,641

Cash and cash equivalents, beginning of period

     21,300,733        42,684,241   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 24,349,583      $ 31,811,600   
  

 

 

   

 

 

 

Supplemental Disclosure:

    

Cash paid for income taxes — net

   $ 135,000      $ 36,000   
  

 

 

   

 

 

 

Non-Cash Transactions:

    

Property and equipment purchases in accounts payable

   $ 107,488      $ 108,454   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

5


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 has developed 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 Company’s corporate headquarters and manufacturing facilities are located in Scottsdale, Arizona. The Company’s internet services and software development division facilities are located in Carpenteria, California.

The accompanying condensed 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 2010 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

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information related to the Company’s organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in the Company’s annual consolidated financial statements for the year ended December 31, 2011, as filed on Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with the Company’s Form 10-K for the year ended December 31, 2011. The results of operations for the three months ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year (or any other period).

The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these consolidated financial statements include allowances for doubtful accounts receivable, inventory valuation reserves, product warranty reserves, valuations of long-lived assets, deferred income taxes, stock-based compensation, contingencies, accrued litigation expenses, manufacturing overhead allocation and uncertain tax positions.

b. Segment information and major customers

In the fourth quarter of 2011, management of the Company determined its reportable segments are the ECD segment and the Video segment. Reportable segments are determined based on discrete financial information reviewed by the Company’s Chief Operating Decision Maker (“CODM”), which in our case is the Chief Executive Officer. The Company organizes and reviews operations based on products and services, and currently there are no operating segments that are aggregated. The Company performs an annual analysis of its reportable segments. Additional information relative to the Company’s business segments is included in Note 12.

For the three months ended March 31, 2012 and 2011, sales by geographic area were as follows:

 

     Three Months Ended March 31,  
     2012     2011  

United States

     84     77

Other Countries

     16     23
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

 

6


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Sales to customers outside of the United States are typically 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 March 31, 2012 and 2011, no individual country outside of the United States represented a material amount of total net sales.

For the three months ended March 31, 2012, two distributors represented approximately 12.2% and 11.7% of total net sales. For the three months ended March 31, 2011, one distributor represented approximately 12% of total net sales. At March 31, 2012, the Company had receivables from two customers comprising 19.4% and 15.8% of its aggregate accounts receivable balance. At December 31, 2011, the Company had accounts receivable from two customers comprising 12.9% and 12.5% of the aggregate accounts receivable balance. These customers are unaffiliated distributors of the Company’s products.

c. Income per common share

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share is calculated based on the weighted average number of common shares outstanding for the period plus the dilutive effect of stock options and restricted stock units using the treasury stock method. Contingently issuable shares are included in the calculation of basic income per share when all contingencies surrounding the issuance of the shares are met and the shares are issued or issuable. Contingently issuable shares are included in the calculation of dilutive earnings per share as of the beginning of the reporting period if, at the end of the reporting period, all contingencies surrounding the issuance of the shares are satisfied or would be satisfied if the end of the reporting period were the end of the contingency period. The calculation of the weighted average number of shares outstanding and income per share are as follows:

 

     Three Months Ended March 31,  
     2012      2011  

Numerator for basic and diluted income per share

     

Net income

   $ 3,803,818       $ 19,732   
  

 

 

    

 

 

 

Denominator for basic income per share — weighted average shares outstanding

     55,700,395         62,409,267   

Dilutive effect of restricted stock units

     1,320         —     

Dilutive effect of shares issuable under stock options outstanding

     656,351         841,067   
  

 

 

    

 

 

 

Denominator for diluted income per share — adjusted weighted average shares outstanding

     56,358,066         63,250,334   
  

 

 

    

 

 

 

Net Income per common share

     

Basic

   $ 0.07       $ 0.00   

Diluted

   $ 0.07       $ 0.00   

For the three months ended March 31, 2012 and 2011, the effects of 6,537,984 and 6,653,148 stock options, respectively, were excluded from the calculation of diluted net income per share as their exercise prices were greater than the average price of our common stock during that period. For the three months ended March 31, 2012 and 2011, the effects of 543,548 and nil restricted stock units, respectively, were excluded from the calculation of diluted net income per share as they were anti-dilutive under the treasury stock method.

d. Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, title has transferred, the price is fixed and collectability is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units and revenue is allocated using the relative selling price method based upon vendor-specific objective evidence of selling price or third-party evidence of the selling prices if vendor-specific objective evidence of selling prices does not exist. If neither vendor-specific objective evidence nor third-party evidence exists, management would use its best estimate of selling price.

The Company has sold its Video segment products separately, but in most instances the Company’s AXON equipment and EVIDENCE.COM software as a service are sold together. In these instances, customers typically purchase the AXON equipment and EVIDENCE.COM services in advance, with the AXON equipment representing a deliverable that is provided to the customer at the time of sale, and EVIDENCE.COM services provided over a specified service term, which has typically ranged from one to five years. The Company recognizes revenue for the AXON equipment at the time of the sale consistent with the discussion of multiple deliverable arrangements above. Revenue for EVIDENCE.COM service is deferred at the time of the sale and recognized over the service period. At March 31, 2012 and December 31, 2011 $0.4 million and $0.3 million was deferred, respectively, and is being recognized over the applicable service terms.

 

7


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The Company offers customers the right to purchase extended warranties that include additional services and coverage beyond the limited warranty on the TASER X26, ADVANCED TASER, X2, X3, AXON, and C2 products. Revenue for extended warranty purchases is deferred at the time of sale and recognized over the warranty period commencing on the date of sale. The extended warranties range from one to four years. At March 31, 2012 and December 31, 2011 $7.4 million and $7.2 million was deferred under this program, respectively.

Certain of the Company’s customers are charged shipping fees, which are recorded as a component of net sales. Sales tax collected on sales is netted against government remittances and thus, recorded on a net basis. Training revenue is recorded as the service is provided.

e. Warranty costs

The Company warrants its X2 ECDs, X3 ECDs, X26 ECDs, M26 ECDs, XREP, TASER Cam, Shockwave, AXON Tactical Computer, Com Hub user interface, Synapse Evidence Transfer Manager (ETM), and Headcam products from manufacturing defects on a limited basis for a period of one year after purchase, and thereafter, will replace any defective unit for a fee. The TASER C2 product is warranted for a period of 90 days after purchase. The Company also sells extended warranties for periods of up to four years after the expiration of the limited one year warranty. After the one year standard warranty expires, if the device fails to operate properly for any reason, the Company will replace the TASER X26 for a prorated discounted price depending on when the product was placed into service. These fees are intended to cover the handling and repair costs and include a profit. Management tracks historical data related to returns and warranty costs on a quarterly basis, and estimates future warranty claims by applying the estimated weighted average return rate to the product sales for the period. 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. A summarization of the changes in the estimated product warranty liabilities are as follows:

 

     Three Months Ended March 31,  
     2012     2011  

Balance, December 31,

   $ 427,459      $ 646,113   

Utilization of accrual

     (91,860     (130,901

Warranty expense (benefit)

     (35,944     (98,221
  

 

 

   

 

 

 

Balance, March 31,

   $ 299,655      $ 416,991   
  

 

 

   

 

 

 

f. Fair value of financial instruments

The Company uses the fair value framework for measuring financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are remeasured. 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.

The Company has cash equivalents, which at March 31, 2012 and December 31, 2011, were comprised of money market mutual funds, valued using Level 1 valuation techniques. At March 31, 2012, the Company also held short-term investments consisting of commercial paper. Based on management’s ability and intent to hold these investments to maturity, they are recorded at amortized cost on the balance sheet. Refer to Note 2 for additional fair value disclosures for these short-term investments. The Company’s financial instruments also include accounts receivable, accounts payable and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet.

 

8


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

g. 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 one or more impairment indicators are 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 for the amount by which the carrying amount of the asset exceeds the fair value of the asset. We primarily employ two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows. Our review requires the use of judgment and estimates. No impairment charges were recognized for the three months ended March 31, 2012 and 2011.

h. Recently issued accounting guidance

In May 2011, the Financial Accounting Standards Board (FASB) issued amended standards to achieve a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. generally accepted accounting principles and International Financial Reporting Standards. For assets and liabilities categorized as Level 3 and recognized at fair value, these amended standards require disclosure of quantitative information about unobservable inputs, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. In addition, these amended standards require that we disclose the level in the fair value hierarchy for financial instruments disclosed at fair value but not recorded at fair value. These new standards are effective for fiscal years beginning after December 15, 2011. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2011, the Financial Accounting Standards Board (FASB) issued guidance to require presentation of the total of comprehensive income, the components of net income and the components of other comprehensive income (“OCI”) either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Regardless of which format is chosen, the amendments establish a requirement for entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. This guidance was effective for the Company on January 1, 2012; however, during December 2011 the FASB issued guidance, which defers those changes in guidance that relate to the presentation of reclassification adjustments. The adoption of this new guidance did not have a material impact on the Company’s 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. The Company’s short-term investments are invested in commercial paper, which, based on management’s intent and ability, are classified as held to maturity investments, recorded at amortized cost.

The following is a summary of cash, cash equivalents and held-to-maturity investments by type at March 31, 2012 and December 31, 2011:

 

    March 31, 2012     December 31, 2011  
    Cost     Gross
Unrealized
Gains
    Gross
Unrealized
Losses
    Fair Value     Cost     Gross
Unrealized
Gains
    Gross
Unrealized
Losses
    Fair Value  

Cash and money market funds

  $ 24,349,583      $ —        $ —        $ 24,349,583      $ 21,300,733      $ —        $ —        $ 21,300,733   

Commercial paper

    3,553,847        —          (3,546     3,550,301        5,008,189        —          (3,238     5,004,951   

Certificates of deposit

    1,780,000        —          (3,357     1,776,643        100,000        —          (69     99,931   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cash, cash equivalents and investments

  $ 29,683,430      $ —        $ (6,903   $ 29,676,527      $ 26,408,922      $ —        $ (3,307   $ 26,405,615   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

9


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The following table summarizes the classification of cash, cash equivalents and investments in the accompanying balance sheet:

 

     March 31,      December 31,  
     2012      2011  

Cash

   $ 9,232,317       $ 6,061,523   

Cash equivalents

     15,117,266         15,239,210   
  

 

 

    

 

 

 

Total cash and cash equivalents

     24,349,583         21,300,733   

Short term investments

     5,333,847         5,108,189   
  

 

 

    

 

 

 

Total cash, cash equivalents and investments

   $ 29,683,430       $ 26,408,922   
  

 

 

    

 

 

 

Commercial paper investments, identified above as short-term investments at March 31, 2012, have contractual maturities of less than one year. At March 31, 2012, held-to-maturity short-term investments have gross unrealized losses of $6,903, which have been in a continuous unrealized loss position for less than 12 months. The unrealized losses on the Company’s investments in commercial paper are due to interest rate fluctuations. As these investments were originally purchased at a premium, are short-term in nature, are expected to be redeemed at par value and because the Company has the ability and intent to hold these investments to maturity, the Company does not consider these investments to be other than temporarily impaired at March 31, 2012.

3. Inventory

Inventories are 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 includes allocations of manufacturing labor and overhead. Provisions are made to reduce potentially excess, obsolete or slow-moving inventories to their net realizable value. Inventories as of March 31, 2012 and December 31, 2011, consisted of the following:

 

     March 31, 2012     December 31, 2011  

Raw materials

   $ 11,357,494      $ 11,304,265   

Work-in-process

     181,740        304,783   

Finished goods

     3,904,200        4,306,585   

Reserve for excess and obsolete inventory

     (4,324,684     (4,430,872
  

 

 

   

 

 

 

Inventory, net

   $ 11,118,750      $ 11,484,761   
  

 

 

   

 

 

 

 

10


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

4. Intangible assets

Intangible assets consisted of the following at March 31, 2012 and December 31, 2011:

 

            March 31, 2012      December 31, 2011  
     Useful Life      Gross
Carrying
Amount
     Accumulated
Amortization
    Net
Carrying
Amount
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net
Carrying
Amount
 

Amortized intangible assets:

                  

Domain names

     5 Years       $ 139,431       $ (94,917   $ 44,514       $ 139,431       $ (91,943   $ 47,488   

Issued patents

     4 to 15 Years         1,422,471         (296,022     1,126,449         1,500,192         (342,940     1,157,252   

Issued trademarks

     9 to 11 Years         297,321         (73,265     224,056         293,183         (65,028     228,155   

Non compete agreements

     5 to 7 Years         150,000         (150,000     —           150,000         (150,000     —     
     

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total amortized

        2,009,223         (614,204     1,395,019         2,082,806         (649,911     1,432,895   
     

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Not amortized intangible assets:

                  

TASER trademark

        900,000           900,000         900,000           900,000   

Patents and trademarks pending

        944,083           944,083         891,111           891,111   
     

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total not amortized

        1,844,083           1,844,083         1,791,111           1,791,111   
     

 

 

      

 

 

    

 

 

      

 

 

 

Total intangible assets

      $ 3,853,306       $ (614,204   $ 3,239,102       $ 3,873,917       $ (649,911   $ 3,224,006   
     

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Amortization expense relative to intangible assets for the three months ended March 31, 2012 and 2011 was approximately $34,000 and $39,000, respectively. Estimated amortization expense of intangible assets for the remaining nine months of 2012, the next five years ended December 31, and thereafter is as follows:

 

2012 (remaining nine months)

   $ 99,610   

2013

     132,815   

2014

     131,899   

2015

     123,148   

2016

     116,076   

2017

     113,405   

Thereafter

     678,066   
  

 

 

 

Total

   $ 1,395,019   
  

 

 

 

5. Accrued liabilities

Accrued liabilities consisted of the following at March 31, 2012 and December 31, 2011:

 

     March 31, 2012      December 31, 2011  

Accrued expenses

   $ 2,741,316       $ 2,224,398   

Accrued salaries and benefits

     1,688,202         1,549,659   

Accrued litigation judgment expense

     1,100,000         3,300,000   

Accrued income tax

     508,129         141,488   

Accrued warranty expense

     299,655         427,459   
  

 

 

    

 

 

 

Accrued liabilities

   $ 6,337,302       $ 7,643,004   
  

 

 

    

 

 

 

 

11


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

6. Income taxes

Deferred Tax Assets

The net deferred income tax assets at March 31, 2012, include net operating loss and alternative minimum tax carry forwards, capitalized research and development costs, research and development tax credits, non-qualified stock-based compensation expense, deferred warranty revenue, warranty and inventory reserves, accrued vacation, and other items, partially offset by accelerated depreciation expense. The Company’s total current and long-term net deferred tax assets at March 31, 2012 are $20.9 million.

In preparing the Company’s condensed consolidated financial statements, management assesses the likelihood that its deferred tax assets will be realized from future taxable income. In evaluating the Company’s 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 judgments 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. Management determined that as of March 31, 2012, based on evaluation and projections of future sales and profitability, a valuation allowance of $1.4 million was necessary for the Arizona R&D credit carry forward as management concluded that it is not more likely than not that all of the R&D credit carry forward amounts will be realized before they fully expire in 15 years. However, the deferred tax asset could be further reduced or the valuation allowance could be changed in the near-term if estimates of future taxable income during the carry forward period change.

The Company has completed research and development tax credit studies, which identified approximately $6.8 million in tax credits for Federal, Arizona and California income tax purposes related to the 2003 through 2011 tax years, net of the federal benefit on the Arizona and California research and development tax credits. Management determined 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 accordingly has established a cumulative liability for unrecognized tax benefits of $1.9 million as of March 31, 2012. In addition, management has accrued approximately $0.1 million for estimated uncertain tax positions related to certain state income tax liabilities. As of March 31, 2012, 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 benefits of $2.0 million be recognized, the Company’s effective tax rate would be favorably impacted.

Effective Tax Rate

The Company’s estimated full year effective tax rate, before discrete period adjustments, is approximately 42.2%, which is above the statutory rate due to the impact of state taxes and non-deductible expenses for items such as Incentive Stock Option (“ISO”) expense, meals and entertainment and lobbying fees, which make our projected annual net income for tax purposes higher than our book pre-tax income. The overall effective tax rate of 41.1% for the three months ended March 31, 2012, is slightly below our estimated annual effective tax rate due to a discrete tax provision adjustment related to the reversal of $2.2 million of the litigation reserve, which is specific to the first quarter and is discussed further in Note 9.

7. Stockholders’ equity

Stock Repurchase

During 2011, the Company repurchased 7,464,583 shares at an average cost, including commissions, of $4.35 per share, or a total cost of $32.5 million. The Company repurchased approximately 1.25 million of these shares during the three months ended March 31, 2011 at a weighted average cost, including commissions, of $4.05 per share and a total cost of $5.1 million. This share repurchase was completed as of December 31, 2011. On April 25, 2012, the board of directors approved an additional $20.0 million share repurchase program. Through May 9, 2012, the Company has repurchased a total of 454,576 shares at a weighted average cost of $4.74 per share and a total cost of $2.2 million under this authorization. Repurchases may take place from time to time on the open market, will be financed with available cash and are subject to market and business conditions.

Stock Option and Restricted Stock Unit Activity

At March 31, 2012, the Company had four stock-based compensation plans, which are described more fully in the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. There are approximately 1.1 million shares available for grant under the Plans as of March 31, 2012. During the first quarter of 2012, the Company granted restricted stock units and performance restricted stock units that vest over one to three years, or upon the achievement of certain performance criteria, respectively. Under the terms of the restricted stock unit award grant, the grantee has no voting rights or any other rights as a stockholder until the units vest. Upon vesting, the grantee will receive in exchange for each unit, a share of unrestricted stock.

 

12


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Restricted Stock Units

The following table summarizes restricted stock unit activity for the three months ended March 31, 2012:

 

     Number of
Units
     Weighted Average
Grant-Date Fair
Value
     Aggregate
Intrinsic Value
 

Balance, December 31, 2011

     1,096       $ 4.76      

Granted

     553,548         5.29      

Vested

     —           —        

Forfeited

     —           —        
  

 

 

       

Balance, March 31, 2012

     554,644       $ 5.29       $ 2,407,155   
  

 

 

       

Aggregate intrinsic value represents the Company’s closing stock price on the last trading day of the period, which was $4.34 per share, multiplied by the number of restricted stock units outstanding. As of March 31, 2012, there was $2.4 million in unrecognized compensation costs related to restricted stock units granted under our stock plans. We expect to recognize those costs over a weighted average period of 15 months.

The Company has granted approximately 180,000 units of performance restricted stock units (included in the table above), the vesting of which is contingent upon the achievement of certain performance criteria related to new product sales as well as the future sales and 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 management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. As of March 31, 2012, all performance restricted stock units remained unvested.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2012:

 

     Number of
options
    Weighted Average
Exercise Price
     Weighted
Average
Remaining
Contractual Life
(years)
     Aggregate
Intrinsic Value
 

Balance at December 31, 2011

     7,576,493      $ 5.75         

Granted

     —          —           

Exercised

     (9,284     1.58         

Expired/terminated

     (22,390     4.70         
  

 

 

         

Balance at March 31, 2012

     7,544,819      $ 5.75         5.28       $ 2,850,330   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at March 31, 2012

     6,553,224      $ 6.00         4.50       $ 2,794,997   
  

 

 

   

 

 

    

 

 

    

 

 

 

Expected to vest after March 31, 2012

     932,099      $ 4.70         8.14       $ 55,332   
  

 

 

   

 

 

    

 

 

    

 

 

 

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $4.34 per share, and the exercise price multiplied by the number of options outstanding. Aggregate intrinsic value of options exercised for the three months ended March 31, 2012 and 2011, was approximately $26,000 and $13,000, respectively. As of March 31, 2012, total unrecognized stock-based compensation expense related to unvested stock options was approximately $2.6 million, which is expected to be recognized over a remaining weighted average period of approximately 20 months. Options expected to vest are presented net of expected forfeitures.

 

13


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The Company has granted a cumulative of 950,800 performance-based stock options from 2008 through December 31, 2011, 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 sales and 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 management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. At March 31, 2012, approximately 183,000 unvested performance options with a grant date fair value of approximately $420,000 remain outstanding. No performance-based options were forfeited during the three months ended March 31, 2012.

Share-Based Compensation Expense

Share-based compensation cost for restricted stock units is measured based upon the market price of the Company’s common stock on the date of grant. Share-based compensation cost for stock options is estimated at the grant-date, based upon the fair value as calculated by the Black-Scholes-Merton option pricing valuation model, which incorporates various assumptions including volatility, expected life, and interest rates. There were no stock options granted during the three months ended March 31, 2012. The assumptions used for the three-month-period ended March 31, 2011, and the resulting estimates of weighted-average fair value per share of options granted during this period, are as follows:

 

     Three Months
Ended March 31,
2011
 

Expected life of options

     4.5 years   

Weighted average volatility

     56.3

Weighted average risk-free interest rate

     1.8

Dividend rate

     0.0

Weighted average fair value of options granted

   $ 2.22   

The expected life of options represents the estimated period of time until exercise and is based on the Company’s historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of employee behavior. The risk-free interest rate is based on the implied yield available on United States 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 near future. The estimated fair value of stock-based compensation awards and other options is amortized to expense on a straight line basis over the relevant service period. As share-based compensation expense is recognized on awards ultimately expected to vest, it is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company’s forfeiture rate was calculated based on its historical experience of awards which ultimately vested.

Share-based compensation was classified as follows:

 

     Three Months Ended March 31,  
     2012      2011  

Cost of products sold

   $ 67,144       $ 53,004   

Sales, general and administrative expenses

     547,133         723,179   

Research and development expenses

     143,777         186,734   
  

 

 

    

 

 

 

Total share-based compensation

   $ 758,054       $ 962,917   
  

 

 

    

 

 

 

 

14


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Total share-based compensation expense recognized in the statements of operations for the three months ended March 31, 2012 and 2011, includes approximately $89,000 and $495,000, 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 months ended March 31, 2012 and 2011, was approximately $26,000 and $13,000, respectively.

8. Line of credit

We have a revolving line of credit with a domestic bank with total availability of $10.0 million. The line is secured by the Company’s accounts receivable and inventory, and bears interest at varying rates, currently LIBOR plus 1.5% to prime. The line of credit matures on June 30, 2013, and requires monthly payments of interest only. At March 31, 2012 and December 31, 2011, there were no borrowings under the line. Our agreement with the bank requires us to comply with certain financial and other covenants including maintenance of minimum tangible net worth and a fixed charge coverage ratio. The ratio of total liabilities to tangible net worth can be no greater than 1:1, and the fixed charge coverage ratio can be no less than 1.25:1, based upon a trailing twelve month period. During 2011, the Company violated these covenants as a result of a $5.7 million non-cash charge. As of December 31, 2011 the violation was resolved by a waiver that provided relief to effectively exclude the $5.7 million charge discussed above when calculating the fixed charge coverage ratio covenant in the future. At March 31, 2012, the Company’s tangible net worth ratio was 0.25:1 and its fixed charge coverage ratio was 6.77:1. Accordingly, the Company was in compliance with those covenants.

9. Commitments and contingencies

Product Litigation

The Company is currently named as a defendant in 37 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 in connection with arrests or during training exercises. Companion cases arising from the same incident have been combined into one for reporting purposes.

In addition, 159 other lawsuits have been dismissed or judgment entered in favor of the Company and are not included in this number. Appeals were filed by the plaintiffs in the Marquez (AZ), Oliver (FL) and Rosa (CA) cases where judgment was entered in favor of the Company. Plaintiff’s appeal in the Oliver (FL) case was denied in January 2012. Oral arguments were heard in the Marquez (AZ) and Rosa (CA) appeals in April 2012, and the Court’s decisions in these cases have not yet been issued. These cases are not included in this number or in the table below.

The Turner (NC) lawsuit was tried in July 2011 and resulted in a jury verdict of $10 million against the Company. The Company filed post-trial motions seeking judgment as a matter of law notwithstanding the verdict and in the alternative, a new trial or alternatively a remittitur of the jury award. During March 2012, the Federal District Court for the Western District of North Carolina granted the Company’s motion for remittitur and ordered the reduction of the original jury award from $10.0 million to approximately $4.4 million after offsets. Recently, on April 20, 2012, the court issued another order, which adjusted the award to $5.5 million. Based on this action by the court, the Company reversed a portion of the previously accrued litigation judgment expense during the three months ended March 31, 2012, which resulted in a benefit of $2.2 million, leaving a reserve of $1.1 million as of March 31, 2012. The Company has filed a notice of appeal in this case.

With respect to each of the pending 37 lawsuits, the following table lists the name of the 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 where a dismissal is pending) 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. 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. For the 2007-2008 insurance policy years, our product liability insurance coverage was $10 million and as noted above, in the Turner (NC) case, the Company received an adverse $10 million jury verdict. After consideration of the reduction of the award as noted above and the remaining available insurance coverage, the Company’s uninsured exposure related to this case is approximately $1.1 million. While the Company will explore every possible legal channel to have this verdict overturned, in the event the verdict stands, the Company’s insurance coverage for the 2007-2008 insurance policy year will be exhausted. For any other claims relating to the 2007-2008 insurance policy year, the Company will not have insurance coverage for defense costs or any other adverse judgments, should they arise. We are defending each of these lawsuits vigorously.

 

15


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

        Month            
    Plaintiff   Served   Jurisdiction   Claim Type   Status

1

  Glowczenski   Oct-04   US District Court, ED NY   Wrongful Death   Trial rescheduled, date to be determined

2

  Washington   May-05   US District Court, ED CA   Wrongful Death   Discovery Phase

3

  Hollman   Aug-06   US District Court, ED NY   Wrongful Death   Motion Phase

4

  Salinas   Aug-08   US District Court, ND CA   Wrongful Death   Motion Phase, trial scheduled Sept 2012

5

  Thomas (Pike)   Oct-08   US District Court, WD Louisiana,
Alexandria
  Wrongful Death   Dismissed

6

  Shrum   May-09   Allen County District Court, Iola,
KS
  Wrongful Death   Trial scheduled Nov 2012

7

  Athetis   May-09   US District Court, AZ   Wrongful Death   Discovery Phase

8

  Humphreys   Oct-09   CA Superior Court, San Joaquin
County
  Wrongful Death   Discovery Phase

9

  Terriquez   Feb-10   CA Superior Court, Orange County   Wrongful Death   Dismissed

10

  Rich   Feb-10   US District Court, NV   Wrongful Death   Pretrial phase

11

  Turner   Feb-10   General Court of Justice, Superior
Court Div, Mecklenburg County, NC
  Wrongful Death   Jury award for $10 million, remittur accepted
for $5.5 million, judgement not entered.

12

  Doan   Apr-10   The Queens Bench Alberta, Red
Deer Judicial Dist.
  Wrongful Death   Pleading Phase

13

  Piskura   May-10   US District Court, OH   Wrongful Death   Motion phase, trial scheuduled Aug 2012

14

  Kelley   Oct-10   District Court for Harris County, TX   Wrongful Death   Motion Phase, trial scheduled July 2012

15

  Jacobs   Oct-10   District Court for Travis County, TX   Wrongful Death   Discovery Phase, trial scheduled Oct
2012

16

  Shymko   Dec-10   The Queens Bench, Winnipeg
Centre, Manitoba
  Wrongful Death   Pleading Phase

17

  Williams   Dec-10   US District Court, MS   Wrongful Death   Discovery Phase, trial scheduled Jan
2013

18

  Wilson   May-11   US District Court, ED MO   Wrongful Death   Discovery Phase, trial scheduled May
2013

19

  Terrell   Jun-11   US District Court, SD TX   Wrongful Death   Dismissed

20

  Sylvester   Jun-11   US District Court, ND CA   Wrongful Death   Discovery Phase, trial scheduled Apr
2013

21

  La Day   Jun-11   US District Court, ED TX   Wrongful Death   Dismissed

22

  Cobb   Aug-11   Guilford County Superior Court, NC   Wrongful Death   Dismissed

23

  Nelson   Aug-11   CA Superior Court, Riverside
County
  Wrongful Death   Discovery Phase

24

  Bachtel   Aug-11   14th Judicial District Circuit Court,
Randolph County, MO
  Wrongful Death   Discovery Phase, trial scheduled March
2013

25

  Ridelhuber   Sep-11   US District Court, Greenwood
Division, SC
  Wrongful Death   Dismissed

26

  Coto   Oct-11   CA Superior Court, Los Angeles
County
  Wrongful Death   Discovery Phase

27

  Russell   Dec-12   U.S. District Court, VA   Wrongful Death   Discovery Phase

28

  Ramsey   Jan-12   Broward County Circuit Court, 17th
Judicial Circuit, FL
  Wrongful Death   Pleading Phase

29

  Mitchell   Apr-12   US Disctrict Court, ED MI   Wrongful Death   Pleading Phase

30

  Firman   Apr-12   Ontario Superior Court of Justice   Wrongful Death   Pleading Phase

31

  Stewart   Oct-05   Circuit Court for Broward County,
FL
  Training Injury   Dismissed

32

  Grable   Aug-08   FL 6th Judicial Circuit Court,
Pinellas County
  Training Injury   Discovery Phase

33

  Koon   Dec-08   17th Judicial Circuit Court, Broward
County, FL
  Training Injury   Discovery Phase

34

  Peppler   Apr-09   Circuit Court 5th Judicial Dist.,
Sumter City, FL
  Training Injury   Motion Phase

35

  Kandt   Jun-09   US District Court, ND NY   Training Injury   Discovery Phase

36

  Butler   Jan-11   US District Court, ND TX   Training Injury   Discovery Phase, trial scheduled Aug
2012

37

  Derbyshire   Nov-09   Ontario Superior Court of Justice   Officer Injury   Discovery Phase

38

  Hollenback   Dec-10   St. Louis County Circuit Court MO   Officer Injury   Dismissed

39

  Juran   Dec-10   Hennepin County District Court, 4th
Judicial District
  Officer Injury   Discovery Phase

40

  Strough   Feb-11   US District Court, ED MO   Officer Injury   Discovery Phase, trial scheduled Dec
2012

41

  Wheat   Jul-09   CA Superior Court, Los Angeles
County
  Suspect Injury During
Arrest
  Dismissed

42

  Fahy   Dec-09   Circuit Court of City of St. Louis   Suspect Injury During
Arrest
  Discovery Phase, trial scheduled Dec
2012

43

  Thompson   Mar-10   11th Judicial Circuit Court Miami-
Dade County, FL
  Suspect Injury During
Arrest
  Discovery Phase

44

  Streeter   Dec-10   US District Court, OR   Suspect Injury During
Arrest
  Dismissed

45

  Sanders   Mar-11   US District Court, ND IL   Suspect Injury During
Arrest
  Dismissed

46

  Payne   Mar-11   Blount County Circuit Court, TN   Suspect Injury During
Arrest
  Dismissed

47

  Jefferson   Apr-11   US District Court, ED TX   Injury During Incarceration   Discovery Phase

48

  Fountain   May-11   US District Court, MD FL   Suspect Injury During
Arrest
  Dismissed

49

  Alusa (UT)   May-11   US District Court, CD UT   Suspect Injury During
Arrest
  Dismissed

50

  Diehl (PA)   Jun-11   Court of Common Pleas, Blair
County, PA
  Suspect Injury During
Arrest
  Discovery Phase

51

  Gray   Sep-11   US District Court, WD LA   Suspect Injury During
Arrest
  Dismissed

52

  Duensing (NV)   Feb-12   U.S. District Court, NV   Suspect Injury During
Arrest
  Pleading Phase

 

16


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Other Litigation

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. Defendants filed motions to dismiss and on March 25, 2010 the Court denied Defendants’ motion on all claims except the securities fraud claim. Defendant McNulty filed a counterclaim on August 2, 2010 alleging that TASER’s XREP product infringes U.S. Patents 5,831,199 and 6,877,434. The counterclaim seeks declaratory and injunctive relief, compensatory, treble and punitive damages, and attorney’s fees. The court issued a ruling in July 2011 dismissing TASER’s claims for civil conspiracy and abuse of process and affirming the magistrate’s order requiring defendants to disclose tax and stock information to TASER and ruling that TASER’s counterclaim for declaratory judgment with respect to the patent claims should not be dismissed. Mr. McNulty has filed a motion for summary judgment, which is pending before the court. No trial date has been set.

In January 2011 we were served with a complaint in the matter of GEOTAG, Inc. v. TASER International, et. al. that was filed in the United States District Court for the Eastern District of Texas, Marshall Division which alleges that a dealer geographical locator feature on TASER’s website infringes upon plaintiff’s US Patent No. 5,930,474. The complaint seeks a judgment of infringement, a permanent injunction against infringement, an award for damages, costs, expenses and prejudgment and post-judgment interest, and an award for enhanced damages and attorneys’ fees. TASER has licensed this locator feature from a third party and has denied liability for infringement. This lawsuit is at the discovery phase and no trial date has been set.

In July 2011 the Company filed a complaint against Karbon Arms, LLC for infringement of U.S. Patent Nos. 7,800,885 (the “‘885 patent”) and 7,782,592 (the “‘592 patent”) in US District Court in Delaware seeking damages, injunctive relief and an award of attorney’s fees. Karbon Arms filed a counterclaim on July 18, 2011 alleging invalidity and non-infringement of four of TASER’s patents, tortuous interference with prospective contractual relations and for false advertising under the Lanham Act. This lawsuit is at the discovery phase and a trial date has been set for January 2014.

In December 2011 the Company was served with a complaint in the matter of Law Enforcement Associates, Inc. v. TASER International, Inc. that was filed in the United States District Court for the Eastern District of North Carolina, Eastern Division which alleges that the Company’s X2 and X3 products infringe United States Patent No. 7,692,915 and that the Company breached a contract to purchase certain of Law Enforcement Associates, Inc.’s patents. The complaint seeks a judgment of infringement, a permanent injunction against infringement, an award for damages for infringement and breach of contract, an award for treble damages for patent infringement and attorney’s fees. This lawsuit was dismissed to the mutual satisfaction of the parties.

In February 2012 the Company was served with a complaint in the matter of AA & Saba Consultants, Inc. v. TASER International, Inc. that was filed in the Superior Court for the County of Maricopa, AZ which alleges that the Company breached a contract by unilaterally terminating a distributor agreement between the Company and plaintiff without good cause. The complaint seeks an award for damages, costs, expenses and attorney’s fees. This lawsuit is at the discovery phase and no trial date has been set.

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 Company’s 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 one lawsuit where the costs of legal defense incurred are in excess of its liability insurance deductibles. As of March 31, 2012, 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. In addition, it is the Company’s policy to not settle suspect injury or death cases, although the Company’s insurance company may settle such lawsuits over the Company’s objection where the case is over the Company’s liability insurance deductibles. 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.

 

17


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

10. Related party transactions

Aircraft charter

The Company reimburses Thomas P. Smith, the Chairman of the Board of Directors until February 2012, for business use of his personal aircraft. For the three months ended March 31, 2012 and 2011, the Company incurred expenses of approximately $7,000 and $54,000, respectively, to Thomas P. Smith. At March 31, 2012 and December 31, 2011, there was approximately $2,000 and nil, respectively, of outstanding payables due to Thomas P. Smith.

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 Internal Revenue Service. The TASER Foundation’s 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 $1.0 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 months ended March 31, 2012 and 2011, the Company incurred $281 and $1,558 in such administrative costs, respectively. The Company is authorized by its Board of Directors to make a discretionary contribution to the TASER Foundation up to a maximum of $200,000 per quarter. For the three months ended March 31, 2012 and 2011, the Company did not make a discretionary contribution to the TASER Foundation.

Consulting services

The Company engages Mark Kroll, a member of the Board of Directors, to provide consulting services. Expenses relating to these services for the three months ended March 31, 2012 and 2011, were approximately $54,000 and $53,000, respectively. At March 31, 2012 and December 31, 2011, the Company had accrued liabilities of approximately $23,000 and $12,500 for these services, respectively.

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 $17,000. 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 Company’s matching contributions are immediately vested. The Company’s matching contributions to the Plan for the three months ended March 31, 2012 and 2011, were approximately $136,000 and $125,000, respectively. Future matching or profit sharing contributions to the Plan are at the Company’s sole discretion.

 

18


TASER INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

12. Segment data

During the fourth quarter of 2011, management determined that its operations are comprised of two reportable segments: the sale of ECDs, accessories and other products and services (the “ECD segment”); and the Video business, which includes the TASER Cam, AXON Video products and EVIDENCE.COM (the “Video segment”). The Company has restated the corresponding items of segment information for earlier periods to reflect the change in the internal organization review structure. On an overall basis, the Company has elected to only assign costs directly attributable to the Video segment in that segment, which is consistent with the Company’s methodology for evaluating each of its segments. Included in these costs are the costs of sales for both products and services, overhead allocation based on direct labor, selling expense for the Video sales team, Video segment product management expenses, Video segment trade shows and related expenses, and research and development for products included in the Video segment. Information relative to the Company’s reportable segments is as follows:

 

     Three Months Ended March 31, 2012  
     Video     ECD     Total  

Product sales

   $ 772,131      $ 24,757,674      $ 25,529,805   

Service revenue

     111,587        —          111,587   
  

 

 

   

 

 

   

 

 

 

Net sales

     883,718        24,757,674        25,641,392   
  

 

 

   

 

 

   

 

 

 

Cost of products sold

     793,848        8,611,419        9,405,267   

Cost of service delivered

     994,866        —          994,866   
  

 

 

   

 

 

   

 

 

 

Gross margin

   $ (904,996   $ 16,146,255      $ 15,241,259   

Litigation judgment expense

   $ —        $ (2,200,000   $ (2,200,000

Income (loss) from operations

   $ (2,964,389   $ 9,419,406      $ 6,455,017   

Purchases of property and equipment

   $ 168,286      $ 108,981      $ 277,267   

Purchases of intangible assets

   $ —        $ 122,541      $ 122,541   

Depreciation and amortization

   $ 472,894      $ 1,193,616      $ 1,666,510   

 

     Three Months Ended March 31, 2011  
     Video     ECD      Total  

Product sales

   $ 830,256      $ 22,213,840       $ 23,044,096   

Service revenue

     72,853        —           72,853   
  

 

 

   

 

 

    

 

 

 

Net sales

     903,109        22,213,840         23,116,949   
  

 

 

   

 

 

    

 

 

 

Cost of products sold

     711,943        9,044,581         9,756,524   

Cost of service delivered

     1,151,562        —           1,151,562   
  

 

 

   

 

 

    

 

 

 

Gross margin

   $ (960,396   $ 13,169,259       $ 12,208,863   

Income (loss) from operations

   $ (2,817,108   $ 2,927,293       $ 110,185   

Purchases of property and equipment

   $ 2,214      $ 323,162       $ 325,376   

Purchases of intangible assets

   $ —        $ 87,856       $ 87,856   

Depreciation and amortization

   $ 663,427      $ 1,404,665       $ 2,068,092   

The CODM does not review assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table.

 

19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of the Company’s financial condition as of March 31, 2012 and results of operations for the three months ended March 31, 2012 and 2011. The following discussion may be understood more fully by reference to the consolidated financial statements, notes to the consolidated financial statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

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: the impact of recently issued and adopted accounting standards and guidance; estimated amortization charges in future years and our projected tax rate for 2012; our expectations about unrecognized tax benefits and deferred income taxes; assumptions about the future vesting of outstanding stock options and the amortization of costs relating thereto; our litigation strategy; our intentions to hold our investment securities to maturity and expectations relating to the redemption prices of these securities; the outcome of pending litigation against us; the sufficiency of our valuation reserves, including warranty, accounts receivable, deferred taxes and inventory reserves; the sufficiency of our capital resources and the availability of financing to the Company and our strategy with respect to hedging activities. 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; budgetary and political constraints of prospects and customers; litigation risks resulting from alleged product-related injuries and media publicity concerning allegations of deaths occurring after use of the TASER device and the negative impact this publicity could have on sales; our dependence on sales of our TASER X26 and X2 ECDs; our ability to manage our growth; our ability to increase manufacturing production to meet demand; the outcome of pending litigation; establishment and expansion of our direct and indirect distribution channels; the acceptance of our EVIDENCE.com software model; breach of our security measures resulting in unauthorized access to customer data; our ability to design, introduce and sell new products; delays in development schedules; risks relating to acquisitions and joint ventures; the length of our sales cycle and our ability to realize benefits from our marketing and selling efforts; risks of governmental regulations, including regulations of our products by the United States Consumer Product Safety Commission, regulation of our products as a “crime control” product by the Federal government, state and local government regulation and foreign regulation; our compliance with regulations governing the environment, including but not limited to, regulations within the European Union; our ability to protect our intellectual property; intellectual property infringement claims and relating litigation costs; competition in foreign countries relating to foreign patents; our successful identification of existing intellectual property rights that might infringe on our developments; the adverse effects that could result from our products being classified as firearms by the United States Bureau of Alcohol and Firearms; product defects; rapid technological change; our dependence on third party suppliers for key components of our products; component shortages; our dependence on foreign suppliers for key components; rising costs of raw materials and transportation relating to petroleum prices; catastrophic events; outages and disruptions relating to our EVIDENCE.com service; fluctuations in quarterly operating results; foreign currency fluctuations; counterparty risks relating to cash balances held in excess of FDIC insurance limits; employee retention risks and other factors identified in documents filed by us with the Securities and Exchange Commission, including those set forth in our Form 10-K for the year ended December 31, 2011 under the caption “Risk Factors.”

Overview

TASER International, Inc.’s (the “Company”, “TASER”, “we” or “our”) core mission is to protect life, prevent conflict and resolve disputes through technologies that make communities safer. We are the market leader in the development, manufacture and sale of advanced Electronic Control Devices (ECDs) designed for use in law enforcement, military, corrections, private security and personal defense. Since our inception in 1993, we have remained committed to providing solutions to violent confrontation by developing devices with proprietary technology to incapacitate dangerous, combative, or high-risk subjects who pose a risk to law enforcement officers, innocent citizens, or themselves in a manner that is generally recognized as a safer alternative to other uses of force.

TASER solutions deliver significant results to our customers and to communities in which they are deployed. There are over 100 published studies on the effects of TASER ECDs. Just as importantly, there are eight published independent epidemiological studies covering a total of 48,228 subjects. The 2008 Eastman study found that 5.4% of conductive electronic weapons use “clearly prevented the use of lethal force by police.” The largest epidemiological study was the 2009 MacDonald study of 24,380 uses of force. In addition, the papers of Taylor (13,983 subjects), Mesloh (4,303 subjects), Mumola (2,686 subjects), Smith (1,645 subjects), Butler (562 subjects) and White (243 subjects) show a significant reduction in both officer and suspect injuries with TASER ECD usage. Further, most reporting agencies demonstrate overall decreases in use of force and decreases in suspect and officer injuries resulting from conflict. Reducing uses of force and gaining compliance by use of a TASER ECD has provided significant reductions in worker’s compensation expenses and claims for excessive use of force for agencies, and ultimately taxpayers.

 

20


Our mission to protect life has also been extended to prevent conflict and resolve disputes. We have learned that bringing a subject into custody is not the end of the challenge for law enforcement. In fact, it is typically just the beginning since a significant number of incidents that start as a physical conflict transition into a legal conflict. Whether it’s prosecuting and convicting the individual arrested, or responding to excessive use of force allegations, the post-incident legal process is a considerable part of the challenge that law enforcement faces on a continual basis and can often take years and millions of litigation dollars to resolve in the courtroom. To help law enforcement address this challenge, we have developed a fully integrated hardware and software solution that will provide our law enforcement customers the capabilities to capture, store, manage, share and analyze video and other digital evidence. Finally, the optimum situation is to have prevented the conflict from ever escalating. TASER ECDs and AXON on-officer video have a measured and positive effect on better suspect and officer behavior as well as achieving compliance without escalation of force.

Central to our strategy, we conduct research and develop advanced technologies for both the creation of new, and the enhancement of existing, hardware and software products and services. We believe that delivering breakthrough innovation and high-value solutions through our various product platforms is the key to delivering compelling value propositions to meet our customers’ needs and to drive our future growth. We place the highest level of importance on the safety and appropriate use of our products and have established industry leading training services to provide our users a comprehensive overview of the legal, policy, medical information and risk mitigation issues relating to our ECDs and the use of force. Our products are sold through a network of distribution channels developed for selling and marketing our products and services to law enforcement agencies, primarily in North America, with continuing focus and effort placed on expanding these programs in international, military and other markets. In order to facilitate sales and provide customer service to our European customers in 2010, we established TASER International Europe SE, a wholly owned subsidiary.

In the fourth quarter of 2011, management began to review and analyze the AXON portion of our Video business as a separate segment, whereas in prior years the business primarily resided in the research and development stage in anticipation of eventual product launch. Senior management discussed at length the best way to view the Video business as it continued to iterate on different ways to separate the business into distinct product segments. As the Company analyzed the business in that manner, it became apparent that due to the support that the software business had to provide to the video hardware to ensure the seamless integration of hardware and software, it made sense to include AXON hardware in the Video segment, and not just the results of our EVIDENCE.COM software-as-a-service product (SaaS). Further, because TASER Cam uses EVIDENCE.COM to store videos and the developers of EVIDENCE.COM had to contribute to the upload and storage of TASER Cam videos, we concluded that the Video segment should ultimately include sales and expenses for AXON hardware and accessories, EVIDENCE.COM SaaS and TASER Cam. Based on this evaluation, during the fourth quarter of 2011, management determined that its operations are comprised of two reportable segments: the sale of ECDs, accessories and other products and services (the “ECD segment”); and the Video business, which includes the TASER Cam, AXON Video products and EVIDENCE.COM (the “Video segment”).

Only those costs directly attributable to the Video segment are included in that segment. Our chief operating decision maker (CODM) does not see any value in allocating costs for items not directly attributable to the Video segment because the Company’s base business is the ECD segment, and the majority of the expenses of the Company would continue even if the Company was not in the Video business. The CODM wants to understand the true investment in the Video business, and that result is delivered by allocating only costs directly associated with the Video segment. By leaving the remainder of costs not directly associated with the Video segment in the ECD segment, the Company is able to compare the ECD segment to historical results (where the majority of the business was only that segment) to gauge relative efficiency of the ECD operation versus historical norms. Further information about our reportable segments and sales by geographic region is included in footnotes 1(b) and Note 12 of the unaudited condensed consolidated financial statements included elsewhere herein.

 

21


Results of Operations

The following table sets forth, for the periods indicated, our unaudited 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 March 31,     Increase / (Decrease)  
     2012     2011     $     %  

Net sales

   $ 25,641        100.0   $ 23,117         100.0   $ 2,524        10.9

Cost of products sold

     10,400        40.6     10,908         47.2     (508     -4.7
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

Gross margin

     15,241        59.4     12,209         52.8     3,032        24.8

Sales, general and administrative expenses

     8,854        34.5     9,346         40.4     (492     -5.3

Research and development expenses

     2,132        8.3     2,752         11.9     (620     -22.5

Litigation judgment expense

     (2,200     -8.6     —           —          (2,200     *   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

Income from operations

     6,455        25.2     110         0.5     6,345        *   

Interest and other income, net

     7        *        26         0.1     (19     -73.1
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

Income before provision for income taxes

     6,462        25.2     137         0.6     6,325        *   

Provision for income taxes

     2,658        10.4     117         0.5     2,541        *   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

Net Income

   $ 3,804        14.8   $ 20         0.1   $ 3,784        *   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

Note: Table may not foot due to rounding differences
* Not Meaningful

Net Sales

Net sales by product line were as follows (dollars in thousands):

 

     Three Months Ended March 31,  
     2012     2011  

ECD segment:

          

TASER X26

   $ 10,711         42   $ 10,281         45

Single Cartridges

     7,220         28     6,674         29

TASER X2

     3,209         13     —           —     

TASER C2

     811         3     1,250         5

ADVANCED TASER

     247         1     1,765         8

TASER X3

     14         *        227         1

XREP

     155         1     95         *   

Other

     2,391         9     1,922         8
  

 

 

    

 

 

   

 

 

    

 

 

 

ECD segment

   $ 24,758         97   $ 22,214         96
  

 

 

    

 

 

   

 

 

    

 

 

 

Video segment:

          

TASER Cam

   $ 270         1     640         3

TASER CamHD

     333         1     —           *   

AXON/EVIDENCE.com

     224         1     187         1

Other

     56         *        76         *   
  

 

 

    

 

 

   

 

 

    

 

 

 

Video segment

   $ 883         3   $ 903         4
  

 

 

    

 

 

   

 

 

    

 

 

 

Total net sales

   $ 25,641         100   $ 23,117         100
  

 

 

    

 

 

   

 

 

    

 

 

 

 

* less than 1%

 

22


Net sales to the United States and other countries are summarized as follows:

 

     Three Months Ended March 31,  
     2012     2011  

United States

     84     77

Other Countries

     16     23
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

Net sales were $25.6 million and $23.1 million for the three months ended March 31, 2012 and 2011, respectively, an increase of $2.5 million or, 10.9%. The increase in net sales for the first quarter of 2012 compared to 2011 was primarily driven by the continued adoption of the TASER X2, which contributed $3.2 million of sales for the first quarter of 2012. Sales of our X26 ECDs also increased $0.4 million for the first quarter of 2012 compared to the same period in the previous year, and benefited from a significant order to the United States Army during the first quarter of 2012. Sales relative to our Video segment were flat at $0.9 million for both the three months ended March 31, 2012 and 2011. However, during the first quarter of 2012, we continued to generate traction for the AXON Flex on-officer camera and EVIDENCE.COM management service as a number of new agencies adopted the platform, including pre-orders and upgrades from several customers.

International sales for the first quarter of 2012 and 2011 represented approximately $4.0 million, or 16%, and $5.3 million, or 23%, of total net sales, respectively.

Cost of Products Sold

Cost of products sold were $10.4 million and $10.9 million for the three months ended March 31, 2012 and 2011, respectively, a decrease of $0.5 million, or 4.7%. As a percentage of net sales, cost of products sold decreased to 40.6% in the first quarter of 2012 compared to 47.2% in the first quarter of 2011. The decrease in overall cost of products sold and cost of products sold as a percentage of sales was driven by improved margins in our ECD segment. Cost of products sold for our ECD segment were $8.6 million for the three months ended March 31, 2012, or 34.8% of ECD segment sales, compared to $9.0 million for the three months ended March 31, 2011, or 40.7% of ECD segment sales. These improvements primarily relate to manufacturing efficiencies and a favorable change in product mix.

Cost of products sold and services delivered for the Video segment were $1.8 million and $1.9 million for the three months ended March 31, 2012 and 2011, respectively. The overall decrease in costs for our Video segment for the first quarter of 2012 relates to lower cost of service delivered due to cost reductions in the Video segment.

Gross Margin

Gross margin was $15.2 million and $12.2 million for the three months ended March 31, 2012 and 2011, respectively, an increase of $3.0 million, or 24.8%. As a percentage of net sales, gross margin increased to 59.4% for the first quarter of 2012 compared to 52.8% for the first quarter of 2011, a result of the factors discussed above under cost of products sold.

 

23


Sales, General and Administrative Expenses

Sales, general and administrative expenses were comprised of the following (dollars in thousands):

 

     Three Months Ended March 31,  
                 $     %  
     2012     2011     Change     Change  

Salaries, benefits and bonus

   $ 2,685      $ 2,688      $ (3     -0.1

Legal, professional and accounting fees

     1,718        1,530        188        12.3

Travel and meals

     696        798        (102     -12.8

Stock-based compensation

     547        723        (176     -24.3

Consulting and lobbying

     568        718        (150     -20.8

Depreciation and amortization

     429        554        (125     -22.6

Sales and Marketing

     784        756        28        3.7

D&O and liability insurance

     364        458        (94     -20.6

Other

     1,063        1,121        (58     -5.2
  

 

 

   

 

 

   

 

 

   

Total

   $ 8,854      $ 9,346      $ (492     -5.3
  

 

 

   

 

 

   

 

 

   

Sales, general and administrative as % of net sales

     34.5     40.4    

Sales, general and administrative expenses were $8.9 million and $9.3 million for the three months ended March 31, 2012 and 2011, respectively, a decrease of $0.5 million, or 5.3%. As a percentage of net sales, sales, general and administrative expenses decreased to 34.5% for the first quarter of 2012 compared to 40.4% for the first quarter of 2011. The overall decrease and decrease as a percentage of net sales for the first quarter of 2012 compared to the same period in 2011 is attributable to general declines in D&O liability insurance, consulting and lobbying costs, depreciation and amortization and travel and meals totaling $0.5 million. These declines were driven in part by ongoing cost reduction efforts and were offset by increases in legal, professional and accounting fees and other costs of $0.2 million. Stock-based compensation expense also decreased by $0.2 million as previously granted options became fully vested throughout 2011.

Research and Development Expenses

Research and development expenses were $2.1 million and $2.8 million for the three months ended March 31, 2012 and 2011, respectively, a decrease of $0.7 million, or 25.0%. The decrease was attributable to the continued reduction in consulting costs, as well as declines in salaries, benefits, and testing materials.

Litigation Judgment Expense

During 2011, the Company recorded a $3.3 million litigation judgment expense, which represented a charge for an adverse jury verdict received in the Turner case and costs associated with post-trial motions. This charge represented management’s best estimate of the Company’s uninsured portion of the judgment after consideration of available insurance coverage. During 2011, management estimated the range of loss in the Turner case to be nil to $3.8 million. During March 2012, the Federal District Court for the Western District of North Carolina granted the Company’s motion for remittitur and ordered the reduction of the original jury award from $10.0 million to approximately $4.4 million after offsets. On April 20, 2012, the court issued another order, which adjusted the award to $5.5 million. Based on this action by the court, the Company reversed a portion of the previously accrued litigation judgment expense during the three months ended March 31, 2012, which resulted in a benefit of $2.2 million, leaving a reserve of $1.1 million as of March 31, 2012. The Company has filed a notice of appeal in this case.

Provision for Income Taxes

The provision for income taxes was $2.7 million and $0.1 million for the three months ended March 31, 2012 and 2011, respectively. Our estimated full year effective tax rate for 2012, before discrete period adjustments, is approximately 42.2%, which is above the statutory rate due to the impact of non-deductible expenses for items such as ISO stock option expense, meals and entertainment and lobbying fees, which make our projected annual net income for tax purposes higher than our book pre-tax income.

 

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Net Income

Our net income increased to $3.8 million, or $0.07 per basic and diluted share, for the first quarter of 2012 compared to net income of less than $0.1 million, or $0.00 per basic and diluted share, for the first quarter of 2011.

Liquidity and Capital Resources

Summary

As of March 31, 2012, we had $29.7 million in cash, cash equivalents and investments, an increase of $3.3 million from the end of 2011, which primarily relates to $3.7 million of cash provided by operations, partially offset by investments in property and equipment. On April 25, 2012, our Board of Directors authorized a new share repurchase program for up to $20.0 million of common stock. Repurchases may take place from time to time on the open market, will be financed with available cash and are subject to market and business conditions.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2012 and 2011 (dollars in thousands):

 

     Three Months Ended March 31,  
     2012     2011  

Net cash provided by operating activities

   $ 3,663      $ 4,357   

Net cash used by investing activities

     (644     (10,199

Net cash provided (used) by financing activities

     15        (5,058

Operating activities

Net cash provided by operating activities in the first three months of 2012 of $3.7 million was primarily driven by our improved operating results, which are discussed above and is inclusive of a $2.4 million decrement for working capital changes. These working capital changes primarily relate to increased accounts receivable balances of $2.5 million, which correspond to the increase in net sales during the first quarter of 2012 and the timing of collections.

Net cash provided by operating activities in the first three months of 2011 of $4.4 million was primarily driven by pre-tax income for the period adjusted for the add-back of non-cash expenses including stock-based compensation expense of $1.0 million and depreciation and amortization expense of $2.1 million. Additionally, changes in working capital included a $1.9 million reduction in accounts receivable due to timing of collections and a decrease in sales for the month of March 2011 compared to December 2010, and a $1.3 million reduction in inventory as significant orders towards the end of the quarter reduced finished goods, particularly cartridges, on-hand at March 31, 2011. These reductions were partially offset by an increase in prepaid assets driven by payment of our annual liability insurance premium, while accounts payable and accrued liabilities decreased $0.7 million due to reduced activity and timing of payments to vendors.

Investing activities

We used $0.6 million for investing activities in the first three months of 2012, which consists of $0.2 million for net purchases of short-term investments and $0.4 million for the acquisition of property, equipment and intangible assets.

We used $10.2 million for investing activities in the first quarter of 2011, comprised principally of $9.8 million for the purchase of short term investments and $0.4 million for the acquisition of various production and computer equipment and intangible assets.

Financing activities

During the first three months of 2012, net cash provided by financing activities was approximately $15,000 and related to the exercise of stock options.

During the first three months of 2011 net used by financing activities was $5.1 million primarily attributable to the repurchase of Company common stock during the quarter.

 

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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, as well as available cash and cash equivalents, will be sufficient to finance our operations and strategic initiatives for 2012 and 2013. In addition, our $10.0 million revolving credit facility is available for additional working capital needs or investment opportunities. The facility matures on June 30, 2013. 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.

Capital Resources

We have a revolving line of credit with a domestic bank with total availability of $10.0 million. The line is secured by the Company’s accounts receivable and inventory, and bears interest at varying rates currently LIBOR plus 1.5% to prime. The line of credit matures on June 30, 2013, and requires monthly payments of interest only. At March 31, 2012 and December 31, 2011, there were no borrowings under the line. Our agreement with the bank requires us to comply with certain financial and other covenants including maintenance of minimum tangible net worth and a fixed charge coverage ratio. The ratio of total liabilities to tangible net worth can be no greater than 1:1, and the fixed coverage charge ratio can be no less than 1.25:1, based upon a trailing twelve month period. During 2011, the Company violated these covenants as a result of a $5.7 million non-cash charge. As of December 31, 2011, the violation was resolved by a waiver that provided relief to effectively exclude the $5.7 million charge discussed above when calculating the covenants in the future. At March 31, 2012, the Company’s tangible net worth ratio was 0.25:1 and its fixed charge coverage ratio was 6.77:1. Accordingly, the Company was in compliance with those covenants.

Based on our strong balance sheet and the fact that we had no outstanding debt at March 31, 2012, 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.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements as of March 31, 2012 and December 31, 2011.

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 unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. While we don’t believe that a change in these estimates is reasonably likely, there can be no assurance that our actual results will not differ from these 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. The AXON Tactical Computer, the Com Hub user interface, Synapse Evidence Transfer Manager (ETM), and Headcam are warranted for one year and the TASER C2 is warranted for a period of 90 days after purchase. 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 March 31, 2012, our reserve for warranty returns was $0.3 million compared to a $0.4 million reserve at March 31, 2011. The reduction is substantially driven by a reduction in product returns, which we believe reflects various quality initiatives implemented in our manufacturing process as well as the utilization of specifically identified reserves during the first three months of 2012. In the event that actual warranty returns differ from these estimates, changes to warranty reserves may be necessary.

 

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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’s 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 decreased slightly to $4.3 at March 31, 2012, compared to $4.4 million at December 31, 2011.

During the fourth quarter of 2011, the Company recognized excess inventory charges specific to two of its product lines totaling $3.7 million. The success of the new TASER X2 led the Company to conclude that it will not sell through its TASER X3 inventory even though the Company will continue to sell and support the TASER X3 product line as part of its ECD segment. These factors resulted in an excess inventory charge of $1.7 million. Similarly, with the launch of the Company’s new AXON Flex system for our Video segment, the Company concluded it will not sell through first generation AXON inventory. These factors resulted in an excess inventory charge of $2.0 million. In the event that actual excess, obsolete or slow-moving inventories differ from estimates, future changes to inventory reserves bay be 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 $450,000 at March 31, 2012 and December 31, 2011. In the event that actual uncollectible amounts differ from these estimates, changes in allowances for doubtful accounts might become necessary.

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 one or more impairment indicators are 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 carry forwards.

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 positions 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 $6.8 million in tax credits for Federal, Arizona and California income tax purposes related to the 2003 through 2011 tax years, net of the federal benefit on the Arizona and California research and development tax credits. Management determined 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 accordingly, has established a cumulative liability for unrecognized tax benefits of $1.9 million as of March 31, 2012. In addition, the Company has established a $0.1 million liability related to uncertain tax positions for certain state income tax liabilities, for a total unrecognized tax benefit of $2.0 million. As of March 31, 2012, 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 $2.0 million be recognized, the Company’s effective tax rate would be favorably impacted. 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.

 

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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 and overseas, 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, respectively, in our consolidated financial statements.

In preparing the Company’s condensed consolidated financial statements, management assesses the likelihood that its deferred tax assets will be realized from future taxable income. In evaluating the Company’s 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. Management determined that as of March 31, 2012, based on evaluation and projections of future sales and profitability, a valuation allowance of $1.4 million was necessary for the Arizona R&D credit carry forward as management concluded that it is not more likely than not that all of the R&D credit carry forward amount will be realized before they fully expire in 15 years. However, the deferred tax asset could be further reduced or the valuation allowance could be changed in the near-term if estimates of future taxable income during the carry forward period change.

Stock-based Compensation

Stock-based compensation cost for restricted stock units is measured based upon the closing fair market value of the Company’s common stock on the date of grant. We estimate the fair value of stock option grants 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 have granted a total of 950,800 performance-based stock options and approximately 180,000 performance-restricted stock units, the vesting 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 sales targets and operating performance. These grants will vest and compensation expense will be recognized based on management’s 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 stock-based compensation recognized on our statements of operations. Refer to Note 7 to our condensed consolidated financial statements for further discussion of how we determined our valuation assumptions.

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. Refer to Note 9 to our condensed consolidated financial statements for further discussion.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We invest in a limited number of financial instruments, consisting principally of investments in money market accounts and high credit quality debt securities, denominated in United States dollars. All of our cash equivalents and investments are treated as “held-to-maturity”. Investments in fixed-rate interest-earning instruments carry a degree of interest rate risk as their market value may be adversely impacted due to a rise in interest rates. As a result, we may suffer losses in principal if we sell securities that have declined in market value due to changes in interest rates. However, because we classify our debt securities as “held-to-maturity,” no gains or losses are recognized due to changes in interest rates. These securities are reported at amortized cost. As of March 31, 2012, we estimate that a ten basis point increase or decrease in interest rates would result in a change in the fair market value of these instruments of less than $0.1 million and would result in a change in annual interest income of less than $0.1 million.

 

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Additionally, we have access to a line of credit borrowing facility which bears interest at varying rates, currently at LIBOR plus 1.5%. At March 31, 2012, there was no amount outstanding under the line of credit and the available borrowing under the line of credit was $10 million. We have not borrowed any funds under the line of credit since its inception; however; should we need to do so in the future, such borrowings could be subject to adverse or favorable changes in the underlying interest rate.

Exchange Rate Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro related to transactions by TASER Europe. 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.

The majority of our sales to international customers is transacted in United States dollars and therefore, is not subject to exchange rate fluctuations. However, the cost of our products to our customers increases when the U.S. dollar strengthens against their local currency. In this difficult economy this risk of loss becomes a potential credit-risk for non-payment.

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 Exchange Act) 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 concluded that our disclosure controls and procedures were effective as of March 31, 2012 to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) 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.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See discussion of legal proceedings in Note 9 to the unaudited condensed consolidated financial statements included in PART I, ITEM 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, under the heading “Risk Factors,” which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially, adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

 

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Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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.
  **101       XBRL Instance Document
  **101       XBRL Taxonomy Extension Schema Document
  **101       XBRL Taxonomy Calculation Linkbase Document
  **101       XBRL Taxonomy Label Linkbase Document
  **101       XBRL Taxonomy Presentation Linkbase Document

 

* Furnished
** Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

 

30


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: May 9, 2012

     

/s/ Patrick W. Smith

      Patrick W. Smith
     

Chief Executive Officer

(Principal Executive Officer)

Date: May 9, 2012

     

/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.
  **101       XBRL Instance Document
  **101       XBRL Taxonomy Extension Schema Document
  **101       XBRL Taxonomy Calculation Linkbase Document
  **101       XBRL Taxonomy Label Linkbase Document
  **101       XBRL Taxonomy Presentation Linkbase Document

 

* Furnished
** Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

 

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