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AXON ENTERPRISE, INC.
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Quarter Report: 2007 June (Form 10-Q)
AXON ENTERPRISE, INC. - Quarter Report: 2007 June (Form 10-Q)
e10vq
United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
or
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o |
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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)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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86-0741227
(I.R.S. Employer
Identification Number) |
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17800 N. 85th St., SCOTTSDALE, ARIZONA
(Address of principal executive offices)
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85255
(Zip Code) |
(480) 991-0797
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer þ Non-accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
There
were 62,934,697 shares of the issuers common stock, par value $0.00001 per share,
outstanding as of August 6, 2007.
TASER INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 2007
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TASER INTERNATIONAL, INC.
BALANCE SHEETS
(UNAUDITED)
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June 30, 2007 |
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December 31, 2006 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
20,533,196 |
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$ |
18,773,685 |
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Short-term investments |
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2,980,297 |
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3,557,289 |
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Accounts receivable, net of allowance of $109,000 and $110,000 in 2007 and 2006, respectively |
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14,896,802 |
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10,068,049 |
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Inventory |
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9,947,077 |
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9,257,746 |
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Prepaids and other assets |
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1,885,628 |
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2,164,002 |
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Current deferred income tax assets |
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8,667,952 |
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12,295,493 |
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Total current assets |
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58,910,952 |
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56,116,264 |
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Long-term investments |
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20,988,796 |
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25,477,574 |
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Property and equipment, net |
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21,287,980 |
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20,842,632 |
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Deferred income tax assets |
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16,385,344 |
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15,868,719 |
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Intangible assets, net |
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1,735,766 |
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1,532,500 |
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Total assets |
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$ |
119,308,838 |
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$ |
119,837,689 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Current portion of capital lease obligations |
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$ |
39,334 |
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$ |
45,214 |
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Accounts payable and accrued liabilities |
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6,959,982 |
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6,789,474 |
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Current deferred revenue |
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1,293,786 |
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1,037,441 |
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Deferred insurance settlement proceeds |
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508,114 |
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509,067 |
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Litigation settlement liabilities |
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9,750,000 |
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Customer deposits |
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533,419 |
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171,492 |
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Total current liabilities |
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9,334,635 |
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18,302,688 |
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Capital lease obligations, net of current portion |
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14,522 |
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30,974 |
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Deferred revenue, net of current portion |
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2,637,479 |
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1,975,489 |
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Other liabilities |
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199,999 |
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Total liabilities |
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11,986,636 |
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20,509,150 |
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Commitments and Contingencies |
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Stockholders equity |
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Preferred stock, $0.00001 par value per share; 25 million shares authorized; 0 shares
issued and outstanding at June 30, 2007 and December 31, 2006 |
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Common stock, $0.00001 par value per share; 200 million shares authorized; 62,835,894 and
61,939,974 shares issued and outstanding at June 30, 2007 and December 31, 2006,
respectively |
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631 |
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622 |
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Additional paid-in capital |
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84,429,551 |
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80,629,659 |
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Treasury stock, 300,000 shares |
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(2,208,957 |
) |
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(2,208,957 |
) |
Retained earnings |
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25,100,977 |
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20,907,215 |
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Total stockholders equity |
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107,322,202 |
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99,328,539 |
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Total liabilities and stockholders equity |
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$ |
119,308,838 |
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$ |
119,837,689 |
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The accompanying notes are an integral part of these financial statements.
3
TASER INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, 2007 |
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June 30, 2006 |
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June 30, 2007 |
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June 30, 2006 |
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Net Sales |
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$ |
25,863,376 |
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$ |
16,225,197 |
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$ |
41,165,191 |
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$ |
30,118,760 |
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Cost of Products Sold: |
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Direct manufacturing expense |
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7,338,890 |
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4,229,384 |
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11,947,459 |
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7,758,785 |
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Indirect manufacturing expense (1) |
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2,993,227 |
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1,605,190 |
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4,797,444 |
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3,014,658 |
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Total Cost of Products Sold |
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10,332,117 |
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5,834,574 |
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16,744,903 |
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10,773,443 |
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Gross Margin |
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15,531,259 |
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10,390,623 |
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24,420,288 |
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19,345,317 |
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Sales, general and administrative expenses (1) |
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8,344,927 |
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7,603,035 |
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15,926,835 |
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14,857,347 |
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Research and development expenses (1) |
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1,262,849 |
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562,991 |
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2,233,635 |
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1,226,801 |
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Shareholder litigation settlement expense |
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17,650,000 |
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17,650,000 |
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Income (loss) from operations |
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5,923,483 |
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(15,425,403 |
) |
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6,259,818 |
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(14,388,831 |
) |
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Interest and other income, net |
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427,033 |
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428,594 |
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933,402 |
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793,910 |
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Income (loss) before provision (benefit) for income taxes |
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6,350,516 |
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(14,996,809 |
) |
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7,193,220 |
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(13,594,921 |
) |
Provision (benefit) for income taxes |
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2,651,308 |
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(5,390,225 |
) |
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2,999,458 |
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(4,794,316 |
) |
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Net income (loss) |
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$ |
3,699,208 |
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$ |
(9,606,584 |
) |
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$ |
4,193,762 |
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$ |
(8,800,605 |
) |
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Income (loss) per common and common equivalent shares |
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Basic |
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$ |
0.06 |
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$ |
(0.15 |
) |
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$ |
0.07 |
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$ |
(0.14 |
) |
Diluted |
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$ |
0.06 |
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(0.15 |
) |
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0.06 |
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$ |
(0.14 |
) |
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Weighted average number of common and common equivalent
shares outstanding |
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Basic |
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62,374,946 |
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62,035,485 |
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62,192,193 |
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61,990,714 |
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Diluted |
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65,214,726 |
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62,035,485 |
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64,928,190 |
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61,990,714 |
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, 2007 |
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June 30, 2006 |
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June 30, 2007 |
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June 30, 2006 |
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(1) Stock-based compensation was allocated as follows: |
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Indirect manufacturing expense |
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$ |
43,704 |
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$ |
30,711 |
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$ |
75,402 |
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$ |
62,545 |
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Sales, general and administrative |
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|
238,330 |
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|
233,236 |
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|
426,103 |
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|
500,380 |
|
Research and development expenses |
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47,110 |
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|
47,701 |
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|
89,802 |
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|
110,723 |
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$ |
329,144 |
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$ |
311,648 |
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$ |
591,307 |
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$ |
673,648 |
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The accompanying notes are an integral part of these financial statements.
4
TASER INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Six Months Ended |
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June 30, 2007 |
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June 30, 2006 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
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$ |
4,193,762 |
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$ |
(8,800,605 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |
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Depreciation and amortization |
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1,171,102 |
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1,043,069 |
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Loss on disposal of fixed assets |
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4,930 |
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Provision for excess and obsolete inventory |
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56,690 |
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|
3,472 |
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Provision for warranty |
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548,229 |
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|
169,125 |
|
Stock-based compensation expense |
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|
591,307 |
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|
673,648 |
|
Deferred insurance settlement proceeds recognized |
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(953 |
) |
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|
(37,289 |
) |
Provision (benefit) for deferred income taxes |
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3,110,916 |
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(4,939,517 |
) |
Change in assets and liabilities: |
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Accounts receivable |
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(4,828,753 |
) |
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(2,385,813 |
) |
Inventory |
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|
(746,021 |
) |
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|
496,246 |
|
Prepaids and other assets |
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|
278,374 |
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|
1,566,973 |
|
Insurance settlement proceeds receivable |
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|
(3,925,000 |
) |
Accounts payable and accrued liabilities |
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|
(577,720 |
) |
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|
(20,238 |
) |
Deferred revenue |
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|
918,335 |
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|
486,219 |
|
Accrued securities settlement |
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(8,000,000 |
) |
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|
21,750,000 |
|
Customer deposits |
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|
361,927 |
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|
12,977 |
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Net cash provided by (used for) operating activities |
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(2,917,875 |
) |
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|
6,093,267 |
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Cash Flows from Investing Activities: |
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|
Purchases of investments |
|
|
(64,647,257 |
) |
|
|
(63,087,942 |
) |
Proceeds from sale of investments |
|
|
69,713,027 |
|
|
|
56,913,001 |
|
Purchases of property and equipment |
|
|
(1,592,988 |
) |
|
|
(995,205 |
) |
Purchases of intangible assets |
|
|
(231,658 |
) |
|
|
(101,058 |
) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities |
|
|
3,241,124 |
|
|
|
(7,271,204 |
) |
|
|
|
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|
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|
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|
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|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Payments under capital leases |
|
|
(22,332 |
) |
|
|
(21,306 |
) |
Proceeds from options exercised |
|
|
1,458,594 |
|
|
|
267,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,436,262 |
|
|
|
245,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in Cash and Cash Equivalents |
|
|
1,759,511 |
|
|
|
(932,077 |
) |
Cash and Cash Equivalents, beginning of period |
|
|
18,773,685 |
|
|
|
16,351,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, end of period |
|
$ |
20,533,196 |
|
|
$ |
15,419,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure: |
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|
|
|
|
|
|
Cash paid for interest |
|
$ |
2,865 |
|
|
$ |
3,890 |
|
Cash paid for income taxes net |
|
$ |
281,000 |
|
|
$ |
|
|
Non Cash Transactions |
Common stock issued for shareholder derivative lawsuit settlement |
|
$ |
1,750,000 |
|
|
$ |
|
|
The accompanying notes are an integral part of these financial statements.
5
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited)
1. Company background
TASER International, Inc. (TASER or the Company) is a global leader in the development and
manufacture of advanced electronic control devices designed for use in law enforcement,
corrections, private security and personal defense. The Companys core expertise includes
proprietary, patented technology which is capable of incapacitating highly focused and
aggressive subjects. The Companys proprietary Neuro-Muscular Incapacitation (NMI) technology uses
electrical impulses to interfere with a subjects neuron-muscular system, causing substantial
incapacitation regardless of whether the subject feels or responds to pain. The Companys current
flagship products are the TASER X26 and TASER M26 models. Both the X26 and the M26 are hand-held
devices which launch two wire-tethered probes at a remote target up to a maximum distance of 35
feet. These wire tethered probes serve to form an electrical connection from the TASER device to
the subject, thereby eliminating the need for the user to make close contact with the potentially
dangerous target. In addition to the hand-held devices, the Company also sells disposable
cartridges which contain the probes, wires, and proprietary nitrogen propulsion system. These
cartridges are disposable and provide a recurring revenue stream from the Companys installed
customer base. There are several models of cartridges with ranges from 15 feet to 35 feet and
include both electrically active cartridges and inert simulation cartridges used only in training.
The Company also sells batteries, chargers, holsters and other accessories including the TASERCam.
The Companys products are often used in aggressive confrontations that may result in serious,
permanent bodily injury or death to those involved. A person injured in a confrontation or
otherwise in connection with the use of the Companys products may bring legal action against the
Company to recover damages on the basis of theories including personal injury, wrongful death,
negligent design, dangerous product or inadequate warning. The Company is currently subject to a
number of such lawsuits. The Company may also be subject to lawsuits involving allegations of
misuse of its products. The Company has seen and expects to continue
to see additional lawsuits
filed against it alleging injuries resulting from the use of a TASER device. If successful,
personal injury, misuse and other claims could have a material adverse effect on the operating
results and financial condition of the Company. Although the Company carries product liability
insurance, significant litigation could also result in a diversion of managements attention and
resources, negative publicity and an award of monetary damages in excess of its insurance coverage.
The outcome of any litigation is inherently uncertain and there can be no assurance that existing
or any future litigation will not have a material adverse effect on the Companys revenues,
financial condition or financial results.
The Companys deferred tax asset includes approximately $54.6 million in net operating loss
carryforwards. The amount of the deferred tax asset is considered realizable; however, it could be
reduced in the near term if estimates of future taxable income during the carry forward period are
reduced.
2. Summary of significant accounting policies
a. Basis of presentation
The accompanying unaudited financial statements of TASER International, Inc. include all
adjustments (consisting only of normal recurring accruals) which management considers necessary for
the fair presentation of the Companys operating results, financial position and cash flows as of
June 30, 2007 and 2006 and for the periods then ended. Certain information and note disclosures
normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) have been omitted from these unaudited
financial statements in accordance with applicable rules.
The results of operations for the three and six month periods ended June 30, 2007 are not
necessarily indicative of the results to be expected for the full year (or any other period) and
should be read in conjunction with the financial
statements and notes thereto included in the Companys Annual Report on Form 10-K as filed on March
15, 2007.
b. Segment information
Management has determined that its operations are comprised of one reportable segment. For the
three and six months ended June 30, 2007 and 2006, sales by geographic area were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
For the Six Months Ended |
|
|
June 30, 2007 |
|
June 30, 2006 |
|
June 30, 2007 |
|
June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
79 |
% |
|
|
88 |
% |
|
|
82 |
% |
|
|
90 |
% |
Other Countries |
|
|
21 |
% |
|
|
12 |
% |
|
|
18 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to customers outside the United States are denominated in U.S. dollars. Substantially
all assets of the Company are located in the United States.
6
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
c. Stock-Based compensation
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123(R), Share Based Payment (SFAS No. 123(R))
using the modified prospective transition method. Under that transition method, compensation cost
recognized in the three and six months ended June 30, 2007 and 2006 includes: (a) compensation cost
for all stock-based payments granted prior to, but not yet vested as of January 1, 2006, based on
the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and
(b) compensation cost for all stock-based payments granted subsequent to January 1, 2006, based on
the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results
for prior periods have not been restated, as provided for under the modified-prospective method.
Total stock-based compensation expense recognized in the income statement for the three and
six months ended June 30, 2007 was $329,144 and $591,307 before income taxes, respectively,
$256,447 and $480,468 of which was related to Incentive Stock Options (ISOs) for which no tax
benefit is recognized. The total deferred tax benefits related to non-qualified stock options were
approximately $41,209 and $52,403 for the three and six months ended June 30, 2007, respectively.
Total stock-based compensation expense recognized in the income statement for the three and six
months ended June 30, 2006 was $311,648, and $673,648 before income taxes, respectively, $236,134
and $486,621 of which was related to ISOs for which no tax benefit is
recognized. The total deferred tax benefits related to non-qualified stock options were
approximately $106,000 and $221,000 for the three and six months ended June 30, 2006, respectively.
As a result of the adoptions of SFAS No. 123(R) the Company did not tax effect the stock based
compensation expenses for tax purposes related to options exercised. The benefit will be recorded
when the Company is in a position to realize it with an offset to taxes payable in future periods.
SFAS No. 123(R) requires the use of a valuation model to calculate the fair value of
stock-based awards. The Company has elected to use the Black-Scholes-Merton (BSM) option
valuation model, which incorporates various assumptions including volatility, expected life, and
interest rates. The assumptions used for the three and six month periods ended June 30, 2007 and
2006 and the resulting estimates of weighted-average fair value per share of options granted during
those periods are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, 2007 |
|
June 30, 2006 |
|
June 30, 2007 |
|
June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life of options |
|
4.00 years |
|
|
3.49 years |
|
|
4.00 years |
|
|
3.49 years |
|
Weighted average volatility |
|
|
58.52 |
% |
|
|
69.36 |
% |
|
|
58.63 |
% |
|
|
69.00 |
% |
Weighted average risk-free interest rate |
|
|
4.75 |
% |
|
|
5.02 |
% |
|
|
4.74 |
% |
|
|
4.89 |
% |
Dividend rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Weighted average fair value of options granted |
|
$ |
5.06 |
|
|
$ |
4.63 |
|
|
$ |
4.98 |
|
|
$ |
4.58 |
|
The expected life of the options represents the estimated period of time until exercise and is
based on the Companys historical experience of similar awards, giving consideration to the
contractual terms, vesting schedules and expectations of future employee behavior. Expected stock
price volatility is based on a combination of historical volatility of the Companys stock and the
one-year implied volatility of its traded options for the related vesting periods. The risk-free
interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an
equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay
any dividends in the near future. As stock-based compensation expense is recognized on awards
ultimately expected to vest, it should be reduced for estimated forfeitures. SFAS No. 123(R)
requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. The Company forfeiture rate was
calculated based on its historical experience of awards which ultimately vested.
d. Income per Common Share
The Company accounts for earnings per share in accordance with SFAS No. 128, Earnings per
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 reflects the potential dilution that could
occur if outstanding stock options were exercised. The calculation of the weighted average number
of shares outstanding and earnings per share are as follows:
7
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share |
|
|
Earnings Per Share |
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
Numerator for basic and diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
3,699,208 |
|
|
$ |
(9,606,584 |
) |
|
$ |
4,193,762 |
|
|
$ |
(8,800,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share weighted average
shares outstanding |
|
|
62,374,946 |
|
|
|
62,035,485 |
|
|
|
62,192,193 |
|
|
|
61,990,714 |
|
Dilutive effect of shares issuable under stock options outstanding |
|
|
2,839,780 |
|
|
|
|
|
|
|
2,735,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share adjusted weighted
average shares outstanding |
|
|
65,214,726 |
|
|
|
62,035,485 |
|
|
|
64,928,190 |
|
|
|
61,990,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.06 |
|
|
$ |
(0.15 |
) |
|
$ |
0.07 |
|
|
$ |
(0.14 |
) |
Diluted |
|
$ |
0.06 |
|
|
$ |
(0.15 |
) |
|
$ |
0.06 |
|
|
$ |
(0.14 |
) |
Basic net income per share is based upon the weighted average number of common
shares outstanding during the period. For the three and six months ended June 30, 2007, the effects
of 666,423 and 639,267 stock options, respectively, were excluded from the calculation of diluted
net income per share as their effect would have been antidilutive and increased the net income per
share. As a result of the net loss for the three and six months ended June 30, 2006, 2,760,707 and
2,704,115, respectively, of potential dilutive shares were considered anti-dilutive and excluded
from the calculation as their effect would have been to reduce the net loss per share.
e. Warranty Costs
The Company warrants its products 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
Company also sells extended warranties for periods of up to four years after the expiration of the
limited one year warranty. The Company tracks historical data related to returns and related
warranty costs on a quarterly basis, and estimates future warranty claims by applying the estimated
average return rate to the product sales for the period. Historically, the reserve amount is
increased if the Company becomes aware of a component failure that could result in larger than
anticipated returns from its customers. After the one year warranty expires, if the device fails to
operate properly for any reason, the Company will replace the ADVANCED TASER device for a fee and
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. A
summary of changes in the warranty accrual for the six months ended June 30, 2007 and 2006 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
713,135 |
|
|
$ |
851,920 |
|
Utilization of Accrual |
|
|
(376,018 |
) |
|
|
(273,221 |
) |
Warranty Expense |
|
|
548,229 |
|
|
|
169,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at End of the Period |
|
$ |
885,346 |
|
|
$ |
747,824 |
|
|
|
|
|
|
|
|
f. Recent Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities (SFAS No. 159). SFAS No. 159 allows entities the option to measure
eligible financial instruments at fair value as of specified dates. Such election, which may be
applied on an instrument by instrument basis, is typically irrevocable once elected. Statement 159
is effective for fiscal years beginning after November 15, 2007, and early application is allowed
under certain circumstances. Management has not yet determined the impact, if any, the adoption of
SFAS No. 159 will have on our financial position.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157.)
SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value measurements. This
Statement applies under other accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this Statement does not require any new
fair value measurements. SFAS No. 157 is effective for fiscal years beginning after December 15,
2007. We plan to adopt SFAS No. 157 beginning in the first quarter of fiscal 2008. Management has
not yet determined the impact, if any, the adoption of SFAS No. 157 will have on our financial
position.
8
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
3. 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
original maturities of 90 days to one year. Long-term investments include securities having
original maturities of more than one year. The Companys long-term investments are invested in
federal agency mortgage-backed securities, and are classified as held to maturity. These
investments are recorded at amortized cost. The Company intends to hold these securities until
maturity. The Company intends to reinvest the proceeds from maturing long term investments into
securities with similar original maturities.
The following is a summary of cash, cash equivalents and held-to-maturity investments by type
at June 30, 2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
10,414,965 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
10,414,965 |
|
|
$ |
14,130,112 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
14,130,112 |
|
Government sponsored entity securities |
|
|
34,087,324 |
|
|
|
1,978 |
|
|
|
(143,019 |
) |
|
|
33,946,283 |
|
|
|
33,678,436 |
|
|
|
3,756 |
|
|
|
(221,849 |
) |
|
|
33,460,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and
investments |
|
$ |
44,502,289 |
|
|
$ |
1,978 |
|
|
$ |
(143,019 |
) |
|
$ |
44,361,248 |
|
|
$ |
47,808,548 |
|
|
$ |
3,756 |
|
|
$ |
(221,849 |
) |
|
$ |
47,590,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
2007 |
|
2006 |
Government sponsored entity securities reported as: |
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
5,118,231 |
|
|
$ |
4,643,573 |
|
Cash equivalents expected to be reinvested into long term investments |
|
|
5,000,000 |
|
|
$ |
|
|
Short term investments |
|
|
2,980,297 |
|
|
|
3,557,289 |
|
Long term investments |
|
|
20,988,796 |
|
|
|
25,477,574 |
|
|
|
|
|
|
$ |
34,087,324 |
|
|
$ |
33,678,436 |
|
|
|
|
The following table summarizes the contractual maturities of government sponsored
entity securities at June 30, 2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Less than 1 year |
|
$ |
29,087,324 |
|
|
$ |
22,694,186 |
|
1-3 years |
|
|
5,000,000 |
|
|
|
10,984,250 |
|
|
|
|
|
|
|
|
|
|
$ |
34,087,324 |
|
|
$ |
33,678,436 |
|
|
|
|
|
|
|
|
The following table provides information about held-to-maturity investments with gross
unrealized losses and the length of time that individual investments have been in a continuous
unrealized loss position at June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
12 months or more |
|
Total |
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
Gross Unrealized |
Description of Securities |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government sponsored entity securities |
|
$ |
13,049,643 |
|
|
$ |
(48,885 |
) |
|
$ |
13,899,360 |
|
|
$ |
(94,134 |
) |
|
$ |
26,949,003 |
|
|
$ |
(143,019 |
) |
The unrealized losses on the Companys investment in government sponsored entity
securities were caused by interest rate increases. The contractual cash flows of these investments
are guaranteed by an agency of the U.S. Government and, accordingly it is expected that the
securities would not be settled for a price less than the amortized cost of the investment. Since
the decline in fair value was attributable to interest rates and not credit quality, 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 June 30, 2007.
9
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
4. Inventory
Inventory
is stated at the lower of cost or market. Cost is determined using the weighted
average cost of raw materials which approximates the first-in, first-out (FIFO) method and
manufacturing labor and overhead. Provisions are made to reduce potentially excess, obsolete or
slow-moving inventories to their net realizable value. Inventories as of June 30, 2007 and December
31, 2006 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
Raw materials and work-in-process |
|
$ |
6,785,790 |
|
|
$ |
5,990,238 |
|
Finished goods |
|
|
3,332,197 |
|
|
|
3,490,709 |
|
Reserve for excess and obsolete inventory |
|
|
(170,910 |
) |
|
|
(223,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Inventory |
|
$ |
9,947,077 |
|
|
$ |
9,257,746 |
|
|
|
|
|
|
|
|
5. Intangible assets
Intangible assets consist of the following at June 30, 2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
|
Useful Life |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TASER.com domain name |
|
5 Years |
|
$ |
60,000 |
|
|
$ |
60,000 |
|
|
$ |
|
|
|
$ |
60,000 |
|
|
$ |
60,000 |
|
|
$ |
|
|
Issued patents |
|
|
4 to 15 Years |
|
|
|
272,010 |
|
|
|
98,264 |
|
|
|
173,746 |
|
|
|
248,984 |
|
|
|
84,248 |
|
|
|
164,736 |
|
Issued trademarks |
|
|
9 to 11 Years |
|
|
|
20,637 |
|
|
|
3,005 |
|
|
|
17,632 |
|
|
|
15,434 |
|
|
|
2,200 |
|
|
|
13,234 |
|
Non compete agreements |
|
|
5 to 7 Years |
|
|
|
150,000 |
|
|
|
38,571 |
|
|
|
111,429 |
|
|
|
50,000 |
|
|
|
25,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
502,647 |
|
|
|
199,840 |
|
|
|
302,807 |
|
|
|
374,418 |
|
|
|
171,448 |
|
|
|
202,970 |
|
|
|
|
|
|
|
|
|
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TASER Trademark |
|
|
|
|
|
|
900,000 |
|
|
|
|
|
|
|
900,000 |
|
|
|
900,000 |
|
|
|
|
|
|
|
900,000 |
|
Patents and trademarks pending |
|
|
|
|
|
|
532,959 |
|
|
|
|
|
|
|
532,959 |
|
|
|
429,530 |
|
|
|
|
|
|
|
429,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,432,959 |
|
|
|
|
|
|
|
1,432,959 |
|
|
|
1,329,530 |
|
|
|
|
|
|
|
1,329,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
|
|
|
$ |
1,935,606 |
|
|
$ |
199,840 |
|
|
$ |
1,735,766 |
|
|
$ |
1,703,948 |
|
|
$ |
171,448 |
|
|
$ |
1,532,500 |
|
|
|
|
|
|
|
|
|
|
Amortization
expense for the three and six months ended June 30, 2007 was $14,465 and
$28,392, respectively. Amortization expense for the three and six
months ended June 30, 2006 was
$9,129 and $20,145, respectively. Estimated amortization expense of intangible assets for the
balance of 2007, the next four years and thereafter is as follows:
|
|
|
|
|
2007 |
|
$ |
29,247 |
|
2008 |
|
|
58,493 |
|
2009 |
|
|
46,749 |
|
2010 |
|
|
38,773 |
|
2011 |
|
|
31,060 |
|
Thereafter |
|
|
98,485 |
|
|
|
|
|
|
|
$ |
302,807 |
|
|
|
|
|
6. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consist of the following at June 30, 2007 and
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
3,788,518 |
|
|
$ |
4,554,203 |
|
Accrued salaries and benefits |
|
|
1,465,139 |
|
|
|
832,576 |
|
Accrued expenses |
|
|
820,979 |
|
|
|
689,560 |
|
Accrued warranty expense |
|
|
885,346 |
|
|
|
713,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,959,982 |
|
|
$ |
6,789,474 |
|
|
|
|
|
|
|
|
10
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
7. Income taxes
The deferred income tax assets at June 30, 2007 is comprised primarily of a net operating loss
carryforward, which resulted from the compensation expense the Company recorded for income tax
purposes when employees exercised stock options in 2004. For the
three and six months ended June 30,
2007, the Company did not recognize additional tax benefits related to stock options exercised.
Additionally, warranty and inventory reserves, accrued vacation and other items have contributed to
the deferred income tax assets.
The Companys total current and long term deferred tax assets at June 30, 2007 is $25.1
million. In preparing the Companys financial statements, the Company has assessed the likelihood
that its deferred tax assets will be realized from future taxable income.
In evaluating the ability to recover its deferred income tax assets, the Company 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. The Company 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 the Company 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 a result of the shareholder litigation settlement expense
recorded in the second quarter of 2006, the Company has determined that it is more likely than not
that its net operating loss carryforwards for the state of Arizona, which expire in 2009, will not
be fully realized. Accordingly, the Company has a valuation allowance of $250,000, against its
deferred tax assets as of June 30, 2007. Management believes that, other than as previously
described, as of June 30, 2007, based on an evaluation and projections of future sales and
profitability, no other valuation allowance was deemed necessary as the Company concluded that it
is more likely than not that the Companys net deferred tax assets will be realized. However, the
deferred tax asset could be reduced in the near-term if estimates of future taxable income during
the carryforward period are reduced.
In July 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes
(FIN 48), which became effective for the Company beginning in 2007. FIN 48 addresses the
determination of how tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements. Under FIN 48, the Company recognizes 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 financial statements from such a position are measured based on the
largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate
resolution. Under FIN 48, management must also assess whether uncertain tax positions as filed
could result in the recognition of a liability for possible interest and penalties. The Company
adopted the provisions of FIN 48 effective January 1, 2007. The impact on the Companys
reassessment of its tax positions in accordance with FIN 48 did not have a material impact on the
results of operations, financial condition or liquidity.
The Company is currently under audit by the United States Internal Revenue Service for 2004.
The Company is unable to determine the outcome of the audit process at this time. There can be no
assurance the outcome of this audit will not have an adverse effect on the Companys future
operating results. See note 10.
8. Stockholders equity
Stock Award Activity
At
June 30, 2007, the Company had three stock-based compensation plans, which are described
more fully in Note 11 to the financial statements included in the Companys Annual Report on Form
10-K as filed on March 15, 2007.
The following table summarizes the stock options available and outstanding as of June 30, 2007
as well as activity during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
Shares Available |
|
|
|
|
|
Weighted Average |
|
|
for Grant |
|
Number of options |
|
Exercise Price |
|
Balance at December 31, 2006 |
|
|
5,340,411 |
|
|
|
5,902,182 |
|
|
$ |
5.13 |
|
Granted |
|
|
(490,538 |
) |
|
|
490,538 |
|
|
$ |
10.06 |
|
Exercised |
|
|
|
|
|
|
(679,565 |
) |
|
$ |
2.15 |
|
Expired/terminated |
|
|
64,731 |
|
|
|
(64,731 |
) |
|
$ |
9.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2007 |
|
|
4,914,604 |
|
|
|
5,648,424 |
|
|
$ |
5.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
The options outstanding as of June 30, 2007 have been segregated into five ranges for additional
disclosure as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Options Exercisable |
|
|
|
|
|
|
Weighted |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
Average |
|
|
|
|
|
Average |
|
|
Number |
|
Exercise |
|
Remaining |
|
Number |
|
Exercise |
Range of Exercise Price |
|
Outstanding |
|
Price |
|
Contractual Life |
|
Exercisable |
|
Price |
|
|
|
|
|
$0.28 $0.99
|
|
|
1,258,201 |
|
|
$ |
0.36 |
|
|
|
5.4 |
|
|
|
1,258,201 |
|
|
$ |
0.36 |
|
$1.03 $2.41
|
|
|
1,134,730 |
|
|
$ |
1.54 |
|
|
|
5.1 |
|
|
|
1,134,730 |
|
|
$ |
1.54 |
|
$5.89 $9.93
|
|
|
2,326,130 |
|
|
$ |
8.07 |
|
|
|
6.8 |
|
|
|
2,146,250 |
|
|
$ |
8.07 |
|
$10.10 $19.76
|
|
|
865,963 |
|
|
$ |
12.25 |
|
|
|
8.6 |
|
|
|
391,495 |
|
|
$ |
14.38 |
|
$20.12 $29.98
|
|
|
63,400 |
|
|
$ |
23.96 |
|
|
|
7.0 |
|
|
|
60,369 |
|
|
$ |
23.81 |
|
|
|
|
|
|
|
|
|
|
|
$0.28 $29.98
|
|
|
5,648,424 |
|
|
$ |
5.87 |
|
|
|
6.4 |
|
|
|
4,991,045 |
|
|
$ |
5.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
June 30, 2007, the Company had 657,379 unvested options outstanding with a
weighted average exercise price of $9.92 per share and weighted average remaining contractual life of 9.5
years. Of the unvested options outstanding, the Company expects that 643,705 options will
ultimately vest based on its historical experience.
Aggregate intrinsic value of options outstanding and options exercisable at June 30, 2007 was
$47.1 million and $44.4 million, respectively. Aggregate intrinsic value represents the difference
between the Companys closing stock price on the last trading day of the fiscal period, which was
$13.96, and the exercise price multiplied by the number of options outstanding. Total intrinsic
value of options exercised was $4.8 million and
$0.9 million for the six month periods ended June
30, 2007 and 2006, respectively. As of June 30, 2007, total unrecognized stock-based compensation
expense related to non-vested stock options was approximately $3.3 million, which is expected to be
recognized over a weighted average period of approximately 16.5 months.
The
total fair value of options exercisable at June 30, 2007 and
June 30, 2006 was $13.8 million and
$14.3 million, respectively.
9. Line of credit
The Company has a line of credit agreement with a bank which provides for a total availability
of $10 million. The line is secured primarily by the Companys accounts receivable and inventory
and bears interest at varying rates of interest, ranging from LIBOR plus 1.5% to prime. The
availability under this line is computed on a monthly borrowing base, which is based on the
Companys eligible accounts receivable and inventory. The line of credit matures on June 30, 2008
and requires monthly payments of interest only. At June 30, 2007 the available borrowing was $10.0
million and there was no amount outstanding under the line of credit. There have been no borrowings
under the line of credit to date.
The Companys agreement with the bank requires the Company to comply with certain financial
and other covenants including maintenance of minimum tangible net worth and fixed charge coverage
ratios. At June 30, 2007, the Company was in compliance with all such covenants.
10. Commitments and Contingencies
Equipment purchase commitment
On
July 2, 2007, the Company entered into a contract with ATS Automation Tooling Systems Inc.
(ATS) for the purchase of equipment at a cost of approximately $7.8 million. The equipment is
expected to be delivered to and installed at the Companys facility in 2008. Payments will be made
in installments, with an initial $3.1 million to be paid in 2007 and the balance in 2008.
Proposed assessment for failure to timely deposit payroll taxes related to option exercises
As part of the audit by the United States Internal Revenue Service (IRS) for the Companys 2004
fiscal year, the IRS has notified the Company that it intends to propose an assessment for failure
to timely deposit employment taxes with respect to stock option exercises. At this time the Company
has yet to receive the proposed assessment and is unable to reasonably estimate its amount due to
uncertainty related to which stock options the assessment will apply.
Management believes that it has meritorious defenses against a
proposed assessment and intends to vigorously appeal and, if necessary, litigate the matter to obtain a
favorable outcome. Accordingly, the Company has not recorded any potential liability with respect to this matter as of June 30, 2007. However, there can be no assurance that an unfavorable outcome of a proposed
assessment will not have a material adverse effect on the Companys future operating results and cash flow.
12
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
Legal proceedings
Securities Litigation
Securities Class Action Litigation
Beginning on or about January 10, 2005, numerous securities class action lawsuits were filed
against the Company and certain of its officers and directors. These actions were filed on behalf
of the purchasers of the Companys stock in various class periods, beginning as early as May 29,
2003 and ending as late as January 14, 2005. The majority of these lawsuits were filed in the
District of Arizona. Four actions were filed in the United States District Court for the Southern
District of New York and one in the Eastern District of Michigan. The New York and Michigan actions
were transferred to the District of Arizona. The class actions were consolidated by Judge Susan
Bolton and Lead Plaintiff and Lead Counsel were selected. The Lead Plaintiff filed a consolidated
complaint (which became the operative complaint for all of the class actions) on August 29, 2005.
The operative class period is May 29, 2003 to January 11, 2005. The defendants filed a motion to
dismiss the consolidated complaint, which was fully briefed for the Court but was not decided.
The consolidated complaint alleges, among other things, violations of the Securities Exchange
Act of 1934, as amended, and Rule 10B-5, promulgated thereunder, and seeks unspecified monetary
damages and other relief against all defendants. The consolidated amended complaint generally
alleges that the Company and the individual defendants made false or misleading public statements
regarding, among other things, the safety of the Companys products and the Companys ability to
meet its sales goals, including the validity of a $1.5 million sales order with the Companys
distributor, Davidsons, in the fourth quarter of 2004. The consolidated complaint also alleges
that product defects were leading to excessive product returns by customers.
On October 11, 2006, the parties filed a joint Stipulation of Settlement and related
documents, setting forth terms of settlement including, among other things, full releases of any
and all related known or unknown claims among the plaintiff, plaintiff class and the defendants,
and payment of $20 million from TASER for the benefit of the plaintiff class to be comprised of $12
million in cash (approximately $4.1 million to be provided from the Directors and Officers
Liability Insurance policy), and $8 million in Company common stock valued as set forth in the
Stipulation. At the Companys election, the stock portion of the settlement may be funded with
cash. On December 14, 2006, the Court entered an order, which among other things, approved
preliminarily the Stipulation of Settlement, provided for notice of the Settlement, set forth for
the submissions of objections to and exclusions from the Settlement, and set a final Settlement
Hearing. On March 19, 2007, the Court entered the Final Judgment and Order of Dismissal with
Prejudice, which, among other things, approved the settlement terms as set forth in the Stipulation
of Settlement and dismissed with prejudice the consolidated securities class actions. The Company
made the final payment of $8 million in cash in settlement of the shareholder class action
litigation in March 2007. On April 17, 2007, the Court entered an additional order which, among
other things, awarded plaintiffs attorneys fees and costs to be paid out of the settlement amount.
Shareholder Derivative Litigation
Beginning on or about January 11, 2005, numerous shareholder derivative actions were also
filed against the Companys officers and directors. Such actions have been filed in the United
States District Court for the District of Arizona, the Arizona Superior Court in Maricopa County,
and the Delaware Chancery Court in New Castle County. The derivative actions pending in the Arizona
Superior Court and the Delaware Chancery Court have been stayed pending resolution of the
consolidated Arizona District Court action.
The plaintiffs in the Arizona District Court action filed a consolidated complaint on May 13,
2005. The Company and the individual defendants filed motions to dismiss the consolidated complaint
on August 19, 2005. On March 17, 2006, the Court denied the motions to dismiss. Defendants answered
the consolidated complaint on April 21, 2006. Discovery commenced but no trial date was set.
The derivative complaints are based on similar facts and events as those alleged in the
securities class action complaints. The complaints generally allege that the individual defendants
breached the fiduciary duties that they owe to the Company and its shareholders by reason of their
positions as officers and/or directors of the Company. The complaints claim that such duties were
breached by defendants disclosure of allegedly false or misleading statements about the safety and
effectiveness of Company products and the Companys financial results. The complaints also claim
that fiduciary duties were breached by defendants alleged use of non-public information regarding
the safety of Company products and the Companys financial condition and future business prospects
to commit insider trading of the Companys stock. The derivative plaintiffs seek damages and
restitutionary, equitable, injunctive and other relief.
On December 8, 2006, the parties filed with the Arizona District Court a joint Stipulation of
Settlement and related documents, which set forth the terms of settlement of the Arizona District
Court action, the Arizona Superior Court action and the Delaware Chancery Court action. Settlement
terms include, among other things, the Companys adoption of certain corporate governance
provisions, settlement between the defendants and the Companys insurance carrier, and the
Companys payment of plaintiffs attorneys fees in the amount of $1.75 million in Company common
stock valued as set forth in the Stipulation. On December 13, 2006, the Arizona District Court
entered an order, which among other things, approved preliminarily the Stipulation of Settlement,
provided for notice of the Settlement, set forth for the submissions of objections to the
Settlement, and set a final Settlement Hearing. On March 14, 2007, the Arizona District Court
entered the Final Judgment and Order of Dismissal with Prejudice, which, among other things,
approved the settlement terms as set forth in the Stipulation of Settlement and dismissed with
prejudice the Arizona District Court action. On March 20, 2007, the Delaware Chancery Court entered
an order granting the parties stipulation of dismissal, which, among other things, dismissed with
prejudice the Delaware Chancery Court action. On March 23, 2007, the Arizona Superior Court entered
an order granting the parties stipulation of dismissal, which, among other things, dismissed with
prejudice the Arizona Superior Court action. The remaining liability of $1.75 million for
settlement of the derivative litigation was paid in stock in the second quarter of 2007.
13
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
Product Liability Litigation
The Company is currently named as a defendant in 42 lawsuits in which the plaintiffs allege
either wrongful death or personal injury in situations in which the TASER device was used (or
present) by law enforcement officers or during training exercises. Companion cases arising from the
same incident have been combined into one for reporting purposes. In addition, 54 other lawsuits
have been dismissed and are not included in this number. Three of the lawsuits that have been
dismissed or judgment entered in favor of TASER, are on appeal. With respect to each of these
pending 42 lawsuits, the following table lists the name of plaintiff, the date the Company was
served with process, the jurisdiction in which the case is pending, the type of claim and the
status of the matter. This table also lists those cases that were dismissed during the most recent
fiscal quarter. Cases that were dismissed in prior fiscal quarters are not included in this table.
In each of the pending lawsuits, the plaintiff is seeking monetary damages from the Company. The
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
$500,000 in per incident deductibles. We are defending each of these lawsuits vigorously.
|
|
|
|
|
|
|
|
|
|
|
Month |
|
|
|
|
|
|
Plaintiff |
|
Served |
|
Jurisdiction |
|
Claim Type |
|
Status |
|
Alvarado
|
|
4/2003
|
|
CA Superior Court
|
|
Wrongful
Death
|
|
Jury Verdict for TASER,
Appeal Pending |
|
|
|
|
|
|
|
|
|
City of Madera
|
|
6/2003
|
|
CA Superior Court
|
|
Wrongful Death
|
|
Dismissed by Summary
Judgment, Appeal Pending |
|
|
|
|
|
|
|
|
|
Glowczenski
|
|
10/2004
|
|
US District Court,
ED NY
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
LeBlanc
|
|
12/2004
|
|
CA Superior Court,
Los Angeles County
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
M. Elsholtz
|
|
12/2004
|
|
TX District Court
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Washington
|
|
5/2005
|
|
US District Court,
ED CA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Sanders
|
|
5/2005
|
|
US District Court ED
CA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Graff
|
|
9/2005
|
|
US District Court, AZ
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Tucker
|
|
10/2005
|
|
US District Court, NV
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Heston
|
|
11/2005
|
|
US District Court,
ND CA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Rosa
|
|
11/2005
|
|
US District Court,
ND CA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Yeagley
|
|
11/2005
|
|
Hillsborough County
Circuit Court, FL
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Neal-Lomax
|
|
12/2005
|
|
US District Court, NV
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Yanga Williams
|
|
12/2005
|
|
Gwinnett County
State Court, GA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Mann
|
|
12/2005
|
|
US District Court,
ND GA, Rome Div
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Robert Williams
|
|
1/2006
|
|
US District Court, TX
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Lee
|
|
1/2006
|
|
Davidson County, TN
Circuit Court
|
|
Wrongful Death
|
|
Discovery Phase, Trial
Scheduled for June
2008. |
|
|
|
|
|
|
|
|
|
Zaragoza
|
|
2/2006
|
|
CA Superior Court,
Sacramento County
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Bagnell
|
|
7/2006
|
|
Supreme Court for
British Columbia,
Canada
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Salazar
|
|
7/2006
|
|
Maricopa County
Superior Court, AZ
|
|
Wrongful Death
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Gillson
|
|
7/2006
|
|
US District Court, NV
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Hollman
|
|
8/2006
|
|
US District Court,
ED NY
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Oliver
|
|
9/2006
|
|
US District Court,
MD FL, Orlando
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Teran/LiSaola
|
|
10/2006
|
|
CA District Court
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Short, Rhonda
|
|
10/2006
|
|
US District Court,
ND TX, Forth Worth
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Fernandez
|
|
11/2006
|
|
US District Court,
ND CA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Brown
|
|
12/2006
|
|
15th
Judicial
District Court,
Lafayette Parish, LA
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Moreno
|
|
12/2006
|
|
CA Superior Court, Los
Angeles County
(Companion to LeBlanc
Litigation)
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Augustine
|
|
1/2007
|
|
11th Judicial
Circuit Court,
Miami-Dade
|
|
Wrongful Death
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Nunez
|
|
1/2007
|
|
County, FL
US District Court,
ND TX, Amarilllo
|
|
Wrongful Death
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Smith
|
|
2/2007
|
|
Civil District
Court, Orleans
Parish, LA
|
|
Wrongful Death
|
|
Discovery Phase |
14
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
|
|
|
|
|
|
|
|
|
|
|
Month |
|
|
|
|
|
|
Plaintiff |
|
Served |
|
Jurisdiction |
|
Claim Type |
|
Status |
|
|
|
|
|
|
|
|
|
|
Pierson,
Preston
|
|
2/2007
|
|
Superior Court of
CA, San Bernardino
County
US District Court
|
|
Wrongful Death
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Toloskdo-Parker
|
|
5/2007
|
|
N D, CA
|
|
Wrongful Death
|
|
Complaint Served |
|
|
|
|
|
|
|
|
|
McCargo
|
|
5/2007
|
|
Circuit Court
Bradley County, TN
|
|
Wrongful Death
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Powers
|
|
11/2003
|
|
AZ Superior Court
|
|
Training Injury
|
|
Verdict for TASER, Appeal Pending |
|
|
|
|
|
|
|
|
|
Cook
|
|
8/2004
|
|
NV District Court
|
|
Training Injury
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Gerdon
|
|
8/2005
|
|
AZ Superior Court
|
|
Training Injury
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Herring
|
|
8/2005
|
|
Circuit Court of
City of St. Louis,
MO
|
|
Training Injury
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Stewart
|
|
10/2005
|
|
Circuit Court for
Broward County, FL
|
|
Training Injury
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Lewandowski
|
|
1/2006
|
|
US District Court, NV
|
|
Training Injury
|
|
Partial Motion to Dismiss
Granted, Discovery Phase |
|
|
|
|
|
|
|
|
|
Peterson
|
|
1/2006
|
|
US District Court, NV
|
|
Training Injury
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Husband
|
|
3/2006
|
|
British Columbia
Supreme Court,
Canada
|
|
Training Injury
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Richthofen
|
|
7/2006
|
|
22nd
Judicial
District Court, St.
Tammany Parish, LA
|
|
Training Injury
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Wilson
|
|
8/2006
|
|
US District Court,
ND GA
|
|
Training Injury
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Diamond
|
|
8/2006
|
|
Circuit Court,
Douglas County,
Oregon
|
|
Training Injury
|
|
Dismissed |
|
|
|
|
|
|
|
|
|
Bynum
|
|
10/2005
|
|
US District Court SD
NY
|
|
Injury During Arrest
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Lopez
|
|
11/2005
|
|
US District Court,
ND IL Eastern Div
|
|
Injury During
Police Call
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Bellemore
|
|
2/2006
|
|
AZ Superior Court
|
|
Injury During Arrest
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Wieffenbach
|
|
6/2006
|
|
Circuit Court of
12th
Judicial
District, Will
County, Il
|
|
Injury During Arrest
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Cruz
|
|
7/2006
|
|
CA Superior Court,
Los Angeles County
|
|
Injury During Arrest
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Molina
|
|
9/2006
|
|
US District Court,
ND West Virginia
|
|
Injury During
Detention
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Short, Harvey
|
|
10/2006
|
|
US District Court,
SD West Virginia
|
|
Injury During Arrest
|
|
Complaint Served |
|
|
|
|
|
|
|
|
|
Payne
|
|
10/2006
|
|
Circuit Court of
Cook County,
Illinois
|
|
Injury During Arrest
|
|
Discovery Phase |
|
|
|
|
|
|
|
|
|
Powell
|
|
12/2006
|
|
US District Court,
ND IL, Eastern
Division
|
|
Injury During
Arrest
(3rd
Party
Complaint against
TASER)
|
|
Complaint Served |
|
|
|
|
|
|
|
|
|
Gomez
|
|
5/2007
|
|
Circuit Court
11th
Judicial Dist. FL
|
|
Injury During Arrest
|
|
Complaint Served |
15
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
In December 2005, the Company received a defense verdict in the Samuel Powers v. TASER
International personal injury case. As part of its legal strategy to aggressively defend these
cases, the Company entered into a settlement agreement with its own insurance provider in order to
prevent its insurance provider from settling the case with the plaintiff. Under the terms of the
settlement, the Company received $575,000 from its liability insurance provider associated with a
settlement and release agreement and the Company assumed all future potential liability and costs
from and after the date the settlement and release agreement was signed. After offsetting
approximately $146,000 through June 30, 2007 in legal expenses to defend and win the trial and
cover the subsequent costs of appeal, the Company has a remaining balance of approximately $429,000
which is recorded as deferred proceeds on its balance sheet. This deferred income will be used to
cover any costs through all appeals and the remaining balance if any will be recorded as other
income when final resolution is completed. During the three months ended June 30, 2007, the
Company was credited approximately $36,000 for a refund check received for recovery of certain
costs from Powers, resulting in a net credit to deferred income of $33,000 and $3,000 for the three
and six months ended June 30, 2007, respectively. During the three and six months ended June 30,
2006, the Company expended approximately $3,000 and $37,000, respectively, in connection with the
appeal and reduced the deferred insurance settlement amount by these costs.
In November 2006, the Company received a defense verdict in the Alvarado v. Taser
International in-custody death case. In September 2006, as part of its legal strategy to
aggressively defend these cases, the Company entered into a settlement agreement with its own
insurance provider in order to prevent its insurance provider from settling the case with the
plaintiff. Under the terms of the settlement, the Company received $225,000 from its liability
insurance provider associated with a settlement and release agreement and the Company assumed all
future potential liability and costs from and after the date the settlement and release agreement
was signed. The Company has recorded the $225,000 as deferred insurance settlement proceeds on its
balance sheet. This deferred income will be used to cover any costs through all appeals and the
remaining balance if any will be recorded as other income when final resolution is completed.
After offsetting approximately $146,000 through June 30, 2007 in legal expenses for the trial and appeal, the Company has a remaining balance of $79,000 recorded as deferred insurance settlement proceeds on its balance sheet.
Other Litigation
In February 2005, we filed a complaint in Superior Court for Maricopa County against Thomas G.
Watkins III, our former patent attorney, for declaratory judgment, breach of fiduciary duty,
constructive fraud, and breach of contract. Mr. Watkins originally filed patent applications on our
behalf as our patent attorney for inventions utilized in the TASER X26 device in February and May
2003. In each patent application he filed a declaration stating that Magne Nerheim, our employee,
was the sole inventor. These patent applications have been granted and patents have been issued for
both applications as U.S. Patent No. US 7,145,762 and U.S. Patent No. US 7,102,870. Mr. Nerheim
assigned his interest in these patents to us. In December 2004, Mr. Watkins informed us that he now
felt that he was the inventor of a portion of this invention. We vigorously dispute his claim and
we believe that we are the sole owner of this invention. On February 14, 2006, U.S. Patent No. US
6,999,295 entitled Dual Operating Mode Electronic Disabling Device For Generating A
Time-Sequenced, Shaped Voltage Output Waveform was issued to named inventors Thomas G. Watkins,
III and Mr. Nerheim. Mr. Nerheim assigned his interest in this patent to us. This patent covers a
portion of the technology utilized in the TASER X26 device. This patent was applied for by Mr.
Watkins without our knowledge or consent. Since we are a joint owner of this patent, this patent
will not restrict us from manufacturing and selling the TASER X26 device. We have other patent
applications pending that cover inventions contained in this patent. In March 2006, the Court
issued a temporary restraining order and a preliminary injunction preventing Mr. Watkins from
selling, assigning, transferring or licensing this patent to a third party during the duration of
this litigation. On August 2, 2006, the Court issued an order granting our motion for partial
summary judgment on liability, leaving open the matter of remedies and other residual issues for
resolution in subsequent proceedings. We filed a motion for summary judgment in January 2007
requesting an equitable assignment or constructive trust of Mr. Watkins interest in U.S. Patent No.
US 6,999,295, which motion was granted by the Court in March 2007. On February 5, 2007, the
Disciplinary Commission of the Supreme Court of Arizona recommended that Mr. Watkins be disbarred
as a result of his conduct in this matter. On May 21, 2007, the Court entered an order and final
judgment granting TASER International judgment against Mr. Watkins of all right, title and interest
that Watkins have, claim to have or may have in certain United States patents and patent
applications and related electrical stun technology, electronic weapon technology, or any component
or process thereof, whether or not patented or patentable. The court order further requires Mr.
Watkins to execute a written assignment to TASER International assigning all right, title and
interest that Mr. Watkins have, claim to have, or may have in these patents as well as related
electrical stun technology, electronic weapon technology, or any component or process thereof,
whether or not patented or patentable. In addition, the court order permanently enjoins Mr.
Watkins from claiming or seeking to obtain ownership rights in any of the above described
intellectual property.
In December 2005, we filed a lawsuit in Vigo County, Indiana, Superior Court against Roland M.
Kohr for defamation, product disparagement, Lanham Act violations, tortuously affecting the
fairness and integrity of litigation as an adverse third-party witness, and intentional
interference with a business relationship. Dr. Kohr was the medical examiner and expert witness in
the James Borden wrongful death litigation, which litigation was dismissed with prejudice. This
case is in the discovery phase and no trial date has been set.
16
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
In June 2006, we filed a lawsuit in U.S. District Court for the Central District of California
against Bestex Company, Inc. for patent infringement, false patent marking, unfair competition and
breach of written contract. Bestex filed a counterclaim for unfair competition and false
advertising. Both parties filed motions for summary judgment to
dismiss the other parties claims, which motions were granted and the
matter was resolved on those motions before the Court in
January 2007. Bestex has filed a notice of appeal.
In November 2006, we filed a lawsuit against the Chief Medical Examiner of Summit County, OH,
in the Court of Common Pleas of Summit County Ohio, to correct erroneous cause of death
determinations relating to the autopsy reports prepared by medical examiner, Dr. Lisa Kohler, which
associate the TASER device as being a contributing factor in the deaths of Richard Holcomb and
Dennis Hyde. We asked the Court to order a hearing on the appropriate causes of death of Mr. Hyde
and Mr. Holcomb, and to order changes in the medical examiners cause of death determinations for
both Mr. Hyde and Mr. Holcomb removing all references to any TASER device causing or contributing
to the causes of death for Mr. Hyde or Mr. Holcomb. Defendant filed a motion to dismiss for lack of
standing and that motion was denied by the Court in January 2007. The City of Akron has joined this lawsuit as a co-plaintiff. This case is in the discovery
phase.
In January 2007, we filed a lawsuit in the U.S. District Court for Arizona against Stinger
Systems, Inc. alleging patent infringement, patent false marking, and false advertising. Defendant
filed an answer and counterclaim for false advertising and punitive
damages. Discovery has not yet begun 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 Companys policy to not disclose the specifics of any claim or
threatened lawsuit until the summons and complaint are actually
served on the Company. The Company intends to
pursue and defend any lawsuit filed against or by the Company
vigorously. Although the Company does not expect
the outcome in any 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 the
Companys insurance or will not be in
excess of amounts provided by insurance coverage and will not have a
material adverse effect on the Companys
business, operating results or financial condition. 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. One of the training injury
lawsuits brought by a law enforcement officer was settled by our
insurance company in June
2007 for an amount in excess of nuisance value. The Company did not object to
this settlement since its
insurance coverage at that time did not cover the cost of defense if
the Company won at trial. However, the Companys insurance coverage
at that time provided for a prorata reimbursement of the
Companys costs of
defense if the lawsuit was settled. Upon final settlement of this
case, the insurance company is expected to pay the Company in excess of
$200,000 as reimbursement of the Companys costs of defense. The Company recognized a reduction in legal expense and an insurance receivable in the amount of $139,000 during the quarter ended
March 31, 2007. This receivable has not been collected as of June 20, 2007, and the Company will record a gain for any amount received in excess of the receivable. Due
to the confidentiality of the Companys litigation strategy and the
confidentiality agreements that are executed in the event of a settlement, the Company does not
identify or comment on which lawsuits have been settled or the amount of any settlement.
11. Related Party Transactions
Aircraft charter
The Company reimburses Thomas P. Smith, Chairman of the Companys Board of Directors and Patrick W.
Smith, Chief Executive Officer, for business use of their personal aircraft. For the three and six
months ended June 30, 2007, the Company incurred expenses of
approximately $123,000 and $217,000,
respectively, to Thomas P. Smith. For the three and six months ended June 30, 2006, the Company
incurred expenses of approximately $119,000 and $202,000, respectively, to Thomas P. Smith. For the
three and six months ended June 30, 2007, the Company incurred expenses of approximately $4,000 and
$17,000, respectively, to Patrick W. Smith. No amounts were reimbursed to Patrick W. Smith for the
three and six months ended June 30, 2006. At June 30, 2007 and December 31, 2006, the Company had
outstanding payables of approximately $26,000 and $36,000,
respectively, to Thomas P. Smith. At June
30, 2007, the Company had no outstanding payables due to Patrick W. Smith. The Company believes
that the rates charged by Thomas P. Smith and Patrick W. Smith are equal to or below commercial
rates the Company would pay to charter similar aircraft from independent charter companies.
During
the first quarter of 2007, Thomas P. Smith also chartered an aircraft from Thundervolt,
LLC, which is 50% owned by Patrick W. Smith, Chief Executive Officer of the Company, for the
purposes of business related travel. For the three and six months ended June 30, 2007, the Company
incurred expenses of $0 and $30,000, respectively, to reimburse Mr. Thomas P. Smith. The Company
believes that the rates charged by Thundervolt, LLC to Mr. Thomas P. Smith are equal to or below
commercial rates the Company would pay to charter similar aircraft from independent charter
companies.
In the first quarter of 2007, the Company also entered into a charter agreement for future use
of an aircraft for business travel from Thundervolt, LLC, should the need arise. For the three and
six months ended June 30, 2007, the Company did not incur any direct charter expenses from
Thundervolt, LLC. The Company believes that the rates charged by Thundervolt, LLC are equal to or
below commercial rates the Company would pay to charter similar aircraft from independent charter
companies.
The Company performed a review of the above relationships with Thundervolt, LLC, in accordance
with the provisions of Financial Accounting Standards Board Interpretation No. 46, Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46R). Neither of the
relationships were determined to meet the definition of a variable interest entity (VIE) as defined
by FIN 46R as Thundervolt, LLC is adequately capitalized, their owners possess all of the essential
characteristics of a controlling financial interest, and the Company does not have any voting
rights in the entity. Therefore, the entity is not required to be consolidated into the Companys
results.
17
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited) Continued
TASER Foundation
In November 2004, the Company established the TASER Foundation. The TASER Foundation is a
501(c)(3) non-profit corporation and has been granted tax exempt status by the IRS. The TASER
Foundations mission is to honor the service and sacrifice of local and federal law enforcement
officers in the United States and Canada lost in the line of duty by providing financial support to
their families. Daniel M. Behrendt, an officer of the Company, serves on the Board of Directors of
the TASER Foundation. Patrick W. Smith and Thomas P. Smith resigned from the Board of Directors of
the TASER Foundation in January 2006. Over half of the initial $1 million endowment was contributed
directly by TASER International, Inc. employees. The Company bears all administrative costs of the
TASER Foundation in order to ensure 100% of all donations are distributed to the families of fallen
officers. For the three months and six months ended June 30, 2007, the Company incurred
approximately $43,000 and $91,000, respectively, in such administrative costs. For the three months
and six months ended June 30, 2006, the Company incurred approximately $44,000 and $120,000,
respectively, in such administrative costs. For the three and six months ended June 30, 2007, the
Company contributed $0 and $125,000, respectively, to the TASER Foundation. For the three and six months ended June 30,
2006, the Company contributed $0 and $75,000, respectively, to the TASER Foundation.
Consulting services
Beginning in August 2005, the Company agreed to pay Mark Kroll, a member of the Board of
Directors, to provide consultancy services. The cumulative expenses for the three and months ended
June 30, 2007 were approximately $76,000 and $124,000, respectively. The cumulative expenses for
the three and six months ended June 30, 2006 were approximately $65,000 and $109,000, respectively. At
June 30, 2007, the Company had accounts payable of approximately $32,000 related to these services.
12. Employee Benefit Plan
In January 2006, the Company established 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
$15,000. The Company matches 50% of the first 6% of eligible compensation contributed to the Plan
by each participant. The Companys matching contributions cliff vest at 20% per annum and are fully
vested after five years of service, at age 59 1/2 regardless of service, upon the death or
permanent disability of the employee, or upon termination of the Plan. The Companys matching
contributions to the Plan for the three and six months ended June 30, 2007 were $61,000 and
$121,000, respectively. Matching contributions to the Plan for the three and six months ended June
30, 2006 were $48,000 and $92,000, respectively. Future matching or profit sharing contributions to
the Plan are at the Companys sole discretion.
18
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following is a discussion of the Companys financial condition and results of operations
for the three and six months ended June 30, 2007 and June 30, 2006. The following discussion may be
understood more fully by reference to the financial statements, notes to the financial statements,
and the Managements Discussion and Analysis of Financial Condition and Results of Operations
section contained in the Companys Annual Report on Form 10-K filed on March 15, 2007.
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: expected revenue and earnings growth; estimates
regarding the size of our target markets; successful penetration of the law enforcement market;
expansion of product sales to the private security, military and consumer self-defense markets;
growth expectations for new and existing accounts; expansion of production capability; new product
introductions; and our business model. We caution that these statements are qualified by important
factors that could cause actual results to differ materially from those reflected by the
forward-looking statements herein. Such factors include, but are not limited to: market acceptance
of our products; establishment and expansion of our direct and indirect distribution channels;
attracting and retaining the endorsement of key opinion-leaders in the law enforcement community;
the level of product technology and price competition for our products; the degree and rate of
growth of the markets in which we compete and the accompanying demand for our products; potential
delays in international and domestic orders; implementation risks of manufacturing automation;
risks associated with rapid technological change; execution and implementation risks of new
technology; new product introduction risks; ramping manufacturing production to meet demand;
litigation resulting from alleged product- related injuries; risks related to government inquiries
and pending class action and derivative litigation; media publicity concerning allegations of
deaths occurring after use of the TASER device and the negative impact this publicity could have on
sales; product quality risks; potential fluctuations in quarterly operating results; competition;
financial and budgetary constraints of prospects and customers; dependence upon sole and limited
source suppliers; fluctuations in component pricing; risks of governmental regulations; dependence
on a single product; dependence upon key employees; employee retention risks; and other factors
detailed in the Companys filings with the Securities and Exchange Commission including in Part II
Item 1A. Risk Factors in this report on Form 10-Q.
Overview
We are a global leader in the development and manufacture of advanced electronic control
devices designed for use in law enforcement, corrections, private security and personal defense. We
have focused our efforts on the continuous development of our technology for both new and existing
products as well as industry leading training services while building distribution channels for
marketing our products and services to law enforcement agencies, primarily in North America with
increasing efforts on expanding these programs with a view toward international markets.
Our core expertise includes proprietary, patented technology which is capable of
incapacitating highly focused and aggressive subjects. Competing non-lethal weapons rely primarily
on pain to dissuade subjects from continuing unwanted behavior. Our proprietary Neuro-Muscular
Incapacitation (NMI) technology uses electrical impulses to interfere with a subjects
neuron-muscular system, causing substantial incapacitation regardless of whether the subject feels
or responds to pain. Our NMI technology stimulates the motor nerves which control muscular
movement.
Law enforcement, military and corrections agencies represent our primary target markets. In
each of these markets, the decision to purchase TASER devices is normally made by a group of people
including the agency head, his or her training staff, and weapons experts. Depending on the size
and cost of the device deployment, the decision may involve political decision-makers such as city
council members and the federal government. The decision making process can take as little as a few
weeks or as long as several years.
Our devices are not considered to be a firearm by the U.S. Bureau of Alcohol, Tobacco,
Firearms and Explosives. Therefore, no firearms-related regulations apply to the sale and
distribution of our devices within the United States. However, many states have regulations
restricting the sale and use of stun guns, which we believe apply to our devices as well. Our
products are often used in aggressive confrontations that may result in serious, permanent bodily
injury or death to those involved. Our products may cause or be associated with these injuries. A
person injured in a confrontation or otherwise in connection with the use of our products may bring
legal action against us to recover damages on the basis of theories including personal injury,
wrongful death, negligent design, dangerous product or inadequate warning. We are currently subject
to a number of such lawsuits. We may also be subject to lawsuits involving allegations of misuse of
our products. If successful, personal injury, misuse and other claims could have a material adverse
effect on our operating results and financial condition. Although we carry product liability
insurance, significant litigation could also result in a diversion of managements attention and
resources, negative publicity and an award of monetary damages in excess of our insurance coverage.
The outcome of any litigation is inherently uncertain and there can be no assurance that our
existing or any future litigation will not have a material adverse effect on our revenues, our
financial condition or financial results.
19
Results of Operations
Three and Six Months Ended June 30, 2007 Compared to the Three and Six Months Ended June 30, 2006
The following table sets forth, for the periods indicated, our statements of operations as well as
the percentage relationship to total net revenues of items included in our statements of operations
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
Net sales |
|
$ |
25,863 |
|
|
|
100 |
% |
|
$ |
16,225 |
|
|
|
100 |
% |
|
$ |
41,165 |
|
|
|
100 |
% |
|
$ |
30,118 |
|
|
|
100 |
% |
Cost of products sold |
|
|
10,332 |
|
|
|
40 |
% |
|
|
5,834 |
|
|
|
36 |
% |
|
|
16,745 |
|
|
|
41 |
% |
|
|
10,773 |
|
|
|
36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
15,531 |
|
|
|
60 |
% |
|
|
10,391 |
|
|
|
64 |
% |
|
|
24,420 |
|
|
|
59 |
% |
|
|
19,345 |
|
|
|
64 |
% |
Sales, general and administrative expenses |
|
|
8,345 |
|
|
|
32 |
% |
|
|
7,603 |
|
|
|
47 |
% |
|
|
15,926 |
|
|
|
39 |
% |
|
|
14,857 |
|
|
|
49 |
% |
Research and development expenses |
|
|
1,263 |
|
|
|
5 |
% |
|
|
563 |
|
|
|
3 |
% |
|
|
2,234 |
|
|
|
5 |
% |
|
|
1,227 |
|
|
|
4 |
% |
Shareholder litigation settlement expense |
|
|
|
|
|
|
0 |
% |
|
|
17,650 |
|
|
|
109 |
% |
|
|
|
|
|
|
0 |
% |
|
|
17,650 |
|
|
|
59 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
5,923 |
|
|
|
23 |
% |
|
|
(15,425 |
) |
|
|
-95 |
% |
|
|
6,260 |
|
|
|
15 |
% |
|
|
(14,389 |
) |
|
|
-48 |
% |
Interest and other income, net |
|
|
427 |
|
|
|
2 |
% |
|
|
428 |
|
|
|
3 |
% |
|
|
933 |
|
|
|
2 |
% |
|
|
794 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
6,350 |
|
|
|
25 |
% |
|
|
(14,997 |
) |
|
|
-92 |
% |
|
|
7,193 |
|
|
|
17 |
% |
|
|
(13,595 |
) |
|
|
-45 |
% |
Provision (benefit) for income taxes |
|
|
2,651 |
|
|
|
10 |
% |
|
|
(5,390 |
) |
|
|
-33 |
% |
|
|
2,999 |
|
|
|
7 |
% |
|
|
(4,794 |
) |
|
|
-16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
3,699 |
|
|
|
14 |
% |
|
$ |
(9,607 |
) |
|
|
-59 |
% |
|
$ |
4,194 |
|
|
|
10 |
% |
|
$ |
(8,801 |
) |
|
|
-29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
For the three and six months ended June 30, 2007 and 2006, sales by product line and by
geography were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
Sales by Product Line |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TASER X26 |
|
$ |
16,656 |
|
|
|
64.4 |
% |
|
$ |
11,763 |
|
|
|
72.5 |
% |
|
$ |
25,938 |
|
|
|
63.0 |
% |
|
$ |
20,960 |
|
|
|
69.6 |
% |
TASER Cam |
|
|
1,135 |
|
|
|
4.4 |
% |
|
|
399 |
|
|
|
2.5 |
% |
|
|
1,760 |
|
|
|
4.3 |
% |
|
|
399 |
|
|
|
1.3 |
% |
ADVANCED TASER |
|
|
639 |
|
|
|
2.5 |
% |
|
|
743 |
|
|
|
4.6 |
% |
|
|
1,180 |
|
|
|
2.9 |
% |
|
|
1,438 |
|
|
|
4.8 |
% |
AIR TASER |
|
|
13 |
|
|
|
0.0 |
% |
|
|
37 |
|
|
|
0.2 |
% |
|
|
36 |
|
|
|
0.0 |
% |
|
|
66 |
|
|
|
0.2 |
% |
Single Cartridges |
|
|
6,900 |
|
|
|
26.7 |
% |
|
|
3,279 |
|
|
|
20.2 |
% |
|
|
10,939 |
|
|
|
26.6 |
% |
|
|
6,829 |
|
|
|
22.7 |
% |
Research Funding |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
146 |
|
|
|
0.5 |
% |
Other |
|
|
520 |
|
|
|
2.0 |
% |
|
|
4 |
|
|
|
0.0 |
% |
|
|
1,312 |
|
|
|
3.2 |
% |
|
|
281 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,863 |
|
|
|
100.0 |
% |
|
$ |
16,225 |
|
|
|
100.0 |
% |
|
$ |
41,165 |
|
|
|
100.0 |
% |
|
$ |
30,119 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
2006 |
|
United States |
|
|
79 |
% |
|
|
|
|
|
|
88 |
% |
|
|
|
|
|
|
82 |
% |
|
|
|
|
|
|
90 |
% |
Other Countries |
|
|
21 |
% |
|
|
|
|
|
|
12 |
% |
|
|
|
|
|
|
18 |
% |
|
|
|
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales increased $9.6 million, or 59%, to $25.9 million for the second quarter of
2007 compared to $16.2 million for the second quarter of 2006. For the first six months of 2007,
net sales were $41.1 million, an increase of $11.0 million,
or 37%, over the same period in 2006. The
growth in both the second quarter of 2007 and the first six months of 2007 was primarily the result
of increased sales to our core law enforcement market with new agencies deploying TASER technology
following extensive test and evaluation periods and from agencies continuing to expand the use of
TASER devices to their first responders. This resulted in higher sales of the TASER X26 product
line which increased $4.9 million to $16.7 million for the second quarter of 2007 compared to $11.8
million for the second quarter of 2006. For the first six months of 2007, sales of the TASER X26
product line were $25.9 million, an increase of
$5.0 million, or 24%, over the same period in 2006.
Single cartridge sales increased $3.6 million, or 110%, to $6.9 million for the second quarter of
2007 compared to $3.3million for the second quarter of 2006. For the six month period ended June
30, 2007 single cartridge sales were $10.9 million, an increase
of $4.1 million, or 60.2%, over the
same period in 2006. Also contributing to the growth in net sales for both the three and six months
ended June 30, 2007 was the introduction of the TASERCam product which did not go on sale until the
end of the second quarter of 2006. Sales of the TASERCam were $1.1 million for the second quarter
of 2007, an increase of $0.7 million over the second quarter of 2006 and for the six months of
2007, were $1.8 million an increase of $1.4 million over the same period in 2006. Other sales
include warranty, research funding, training and shipping revenues net of cash and distributor
discounts. International sales for the second quarter and first six months of 2007 represented
approximately $5.5 million, or 21%, and $7.4 million or 18% of total net sales, respectively. This
compares to international sales for the second quarter and first six
months of 2006 of $1.9 million, or 12%, and $3.0 million, or 10%, of total net sales, respectively.
20
Cost of Products Sold
Cost of products sold increased by $4.5 million, or 77%, to $10.3 million for the second
quarter of 2007 compared to $5.8 million for the second quarter of 2006. For the first six months
of 2007, cost of products sold were $16.7 million, an increase
of $5.9 million, or 55%, over the
same period in 2006. As a percentage of net sales, cost of products sold increased to 39.9% in the
second quarter of 2007 compared to 36.0% in the second quarter of
2006 and to 40.7% for the first six
months of 2007 from 35.8% for the same period in 2006. The increase in cost of products sold as a
percentage of net sales for both the second quarter and first six months of 2007 was driven by a
combination of factors. We experienced a change in sales mix with the growth in lower margin
cartridge sales as a percentage of total sales and the introduction of the lower margin TASERCam
product. We also experienced a rise in raw material costs due to higher price of plastics and
printed circuit board assemblies. These factors led to a 1.8%
and 2.6% increase in the cost of products sold as a percentage of net sales for the second quarter
and first six months of 2007, respectively, compared to the same periods in 2006. During the first
six months of 2007, we invested in our manufacturing infrastructure
for the production of our new C2
product by hiring new production operators and transferring existing
employees to our C2 production
lines. As a result, temporary labor and overtime costs increased to backfill forecasted production
requirements which, in turn, drove up the average labor rate and contributed a 0.9% and 1.0%
increase in the cost of products sold as a percentage of net sales for the second quarter and first
six months of 2007, respectively, compared to the same periods in 2006. Finally, due to increased
production throughput, supplier quality and operator related
inefficiencies on our assembly lines,
production scrap increased, leading to a 1.0% and 1.1% increases in the cost of products sold as a
percentage of net sales for the second quarter and first six months of 2007, respectively, compared
to the same periods in 2006.
Gross Margin
Gross margin increased $5.1 million, or 49%, to $15.5 million for the second quarter of 2007
compared to $10.4 million for the second quarter of 2006. As a percentage of net sales, gross
margins decreased to 60% for the second quarter of 2007 compared to 64% for the second quarter of
2006. Gross margin increased $5.1 million, or 26%, to $24.4 million for the first six months of
2007 compared to $19.3 million for the same period in 2006. The decrease in gross margin as a
percentage of net sales for both the second quarter of 2007 and the first six months of 2007 was
attributable to the increased percentage of direct and indirect costs as a percentage of net sales
for the reasons noted above under the discussion of cost of products
sold.
Sales, General and Administrative Expenses
For
the three and six months ended June 30, 2007 and 2006, sales, general and administrative
expenses were comprised as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
% |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
% |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
|
Salaries and benefits |
|
$ |
1,679 |
|
|
$ |
1,304 |
|
|
$ |
375 |
|
|
|
28.8 |
% |
|
$ |
3,361 |
|
|
$ |
2,667 |
|
|
$ |
694 |
|
|
|
26.0 |
% |
Legal, professional and accounting fees |
|
|
1,832 |
|
|
|
1,803 |
|
|
|
29 |
|
|
|
1.6 |
% |
|
|
3,491 |
|
|
|
3,759 |
|
|
|
(268 |
) |
|
|
-7.1 |
% |
Travel and meals |
|
|
769 |
|
|
|
961 |
|
|
|
(192 |
) |
|
|
-20.0 |
% |
|
|
1,630 |
|
|
|
1,630 |
|
|
|
|
|
|
|
0.0 |
% |
D&O and liability insurance |
|
|
479 |
|
|
|
530 |
|
|
|
(51 |
) |
|
|
-9.6 |
% |
|
|
955 |
|
|
|
1,062 |
|
|
|
(107 |
) |
|
|
-10.1 |
% |
Depreciation |
|
|
444 |
|
|
|
400 |
|
|
|
44 |
|
|
|
11.0 |
% |
|
|
849 |
|
|
|
801 |
|
|
|
48 |
|
|
|
6.0 |
% |
Stock-based compensation |
|
|
238 |
|
|
|
233 |
|
|
|
5 |
|
|
|
2.1 |
% |
|
|
426 |
|
|
|
501 |
|
|
|
(75 |
) |
|
|
-15.0 |
% |
Other |
|
|
2,904 |
|
|
|
2,372 |
|
|
|
532 |
|
|
|
22.4 |
% |
|
|
5,215 |
|
|
|
4,437 |
|
|
|
778 |
|
|
|
17.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,345 |
|
|
$ |
7,603 |
|
|
$ |
742 |
|
|
|
9.8 |
% |
|
$ |
15,927 |
|
|
$ |
14,857 |
|
|
$ |
1,070 |
|
|
|
7.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, general and administrative as % of net sales |
|
|
32 |
% |
|
|
47 |
% |
|
|
|
|
|
|
|
|
|
|
39 |
% |
|
|
49 |
% |
|
|
|
|
|
|
|
|
Sales, general and administrative expenses were $8.3 million and $7.6 million in the
second quarter of 2007 and 2006, respectively, an increase of $742,000, or 10%. As a percentage of
total net sales, sales, general and administrative expenses decreased to 32% for the second quarter
of 2007 compared to 47% for the second quarter of 2006. The dollar increase for the second quarter
of 2007 over the same period in 2006 is substantially attributable to growth in salaries and
benefits related to an increase in personnel (our headcount was 70 at June 30 2007 compared to 63
at June 30, 2006) to support the expansion of our business infrastructure combined
with annual salary increase effective January 1, 2007. There was also a $286,000 and $142,000
increase in quarterly bonus expense and commissions, respectively, due to the improved operating
results in the second quarter of 2007. These increases were partially offset by a $192,000 decrease
in travel and meals expense due to the timing of our annual tactical conference which occurred in
the second quarter of 2006 but not until the third quarter in 2007.
Sales, general and administrative expenses were $15.9 million and $14.9 million in the first
six months of 2007 and 2006, respectively, an increase of $1.0 million, or 7%. As a percentage of
total net sales, sales, general and administrative expenses decreased to 39% for the first six
months of 2007 compared to 49% for the first six months of 2006. The dollar increase for the first
six months of 2007 over the same period in 2006 is substantially attributable to growth in
salaries and benefits related to an increase in support personnel as noted above. The $777,000
increase in other expense includes a $251,000 increase in year to date bonus expense due to the
improved operating results in the second quarter of 2007 and a $294,000 increase in consulting
costs primarily due to higher expert witness fees. Offsetting these increases was a $268,000
decrease in legal, professional and accounting costs primarily due to a reduction in legal fees.
D&O and liability insurance costs also decreased by $107,000 as a result of lower premiums for the 2007
period.
21
Research and Development Expenses
Research and development expenses increased $700,000, or 124%, to $1.3 million for the second
quarter of 2007 compared to $563,000 for the second quarter of 2006. Research and development
expenses increased $1.0 million, or 82%, to $2.2 million for the first six months of 2007 compared
to $1.2 million for the first six months of 2006. The increase on both a quarterly and six month
basis is predominantly related to growth in salary with headcount increasing from 18 at June 30,
2006 to 25 at June 30, 2007, supplies, tooling and consulting costs to support our continuing
efforts to develop for manufacture new products such as the TASER C2 and the XREP (Extended Range
Electro-Muscular Projectile).
Litigation Settlement Expense
Litigation settlement expense of $17.65 million was recorded in the second quarter of 2006 as
a result of the settlement of shareholder class action litigation and derivative lawsuits.
Interest and Other Income, Net
Interest income remained flat at $433,000 for the second quarter of 2007 compared to $431,000
for the second quarter of 2006. The minor increase is primarily attributable to higher average
yields on our investments partially offset by a lower average investment balance held. Our cash and
investment accounts earned interest at an approximate average rate of 4.75% during the second
quarter of 2007 compared to 3.64% during the second quarter of 2006. Offsetting interest income for
the second quarter of 2007 and 2006 was interest expense related to capital lease obligations of
$1,000 and $2,000, respectively. Additionally, in the second quarter of 2007 we recorded a loss on
the disposal of fixed assets of $5,000.
Interest income increased $143,000, or 18%, to $941,000 for the first six months of 2007
compared to $798,000 for the same period in 2006. The increase in interest income is mainly
attributable to the higher average yields on our investments, 4.65% for the first six months of
2007 compared to 3.47% for the first six months of 2006. This was partially offset by lower
average investment balances held. Offsetting interest income for the first six months of 2007 and
2006 was interest expense related to capital lease obligations of $3,000 and $4,000, respectively.
Additionally, in the second quarter of 2007 we recorded a loss on the disposal of fixed assets of
$5,000.
Income Taxes
The provision for income taxes increased by $8.0 million to a provision of $2.7 million for
the second quarter of 2007 compared to a benefit for income taxes of $5.4 million for the second
quarter of 2006. Similarly, for the first six months of 2007, the provision for income taxes
increased to $3.0 million from a benefit for income taxes of $4.8 million for the same period in
the prior year. The change in position is due to the net loss for income taxes of $15.0 million and
$13.6 million for the second quarter and first six months of 2006, respectively, which were
substantially generated by the shareholder litigation expense of $17.65 million recorded in the
second quarter of 2006. The effective income tax rate for the second
quarter and first six months of 2007 was 41.7% compared to 35.9% and 35.3% for the second quarter
and first six months of 2006, respectively. The effective rate declined in 2006 primarily due to
the recording of an impairment of the Arizona State NOL carrryforward of $250,000 in the second
quarter of 2006.
Net Income
Net income increased by $13.3 million to $3.7 million for the second quarter of 2007 compared
to a net loss of $9.6 million for the second quarter of 2006. Net income increased by $13.0 million
to $4.2 million for the first six months of 2007 compared to a net loss of $8.8 million for the
same period in 2006. Income per basic share was $0.06 and $0.07 for the second quarter and first
six months of 2007, respectively. Income per diluted share was $0.06 for both the second quarter
and first six months of 2007. This compares to the loss per basic and diluted share of $0.15 and
$0.14 for the second quarter and first six months of 2006, respectively.
Liquidity and Capital Resources
Liquidity
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, 2007 |
|
December 31, 2006 |
|
|
(In thousands) |
Cash, cash equivalents and short term investments |
|
$ |
23,513 |
|
|
$ |
22,331 |
|
Accounts receivable, net |
|
|
14,897 |
|
|
|
10,068 |
|
Inventory |
|
|
9,947 |
|
|
|
9,258 |
|
Accounts payable and accrued liabilities |
|
|
6,960 |
|
|
|
6,789 |
|
Working Capital |
|
$ |
49,576 |
|
|
$ |
37,814 |
|
As of June 30, 2007, we had $23.5 million in cash, cash equivalents and short
term investments, an increase of $1.2 million from December 31, 2006 which is primarily
attributable to cash generated from operations offset by the final $8 million cash payment in the
settlement of our shareholder litigation as discussed in note 11 to the financial statements
included in this report. The final payment was made in cash rather than stock at our discretion.
22
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2007 |
|
2006 |
|
|
(In thousands) |
Net cash provided by (used in) operating activities |
|
$ |
(2,918 |
) |
|
$ |
6,093 |
|
Net cash provided by (used for) investing activities |
|
|
3,241 |
|
|
|
(7,271 |
) |
Net cash provided by financing activities |
|
$ |
1,436 |
|
|
$ |
246 |
|
Net cash used by operating activities for the first six months of 2007 of $2.9 million was
mainly attributable to the $8.0 million payment for the shareholder litigation settlement and a
$4.8 million increase in accounts receivable due to the higher sales levels in the second quarter
of 2007 compared to the fourth quarter of 2006 and a $746,000 increase in inventory related to some
build to satisfy order backlog existing at June 30, 2007. These uses of cash were partially offset
by our net income for the first six months of 2007 of $4.2 million, the $3.1 million utilization of
deferred tax assets and total other non cash adjustments to net income of $2.4 million including
depreciation and amortization expense of $1.2 million, stock-based compensation expense of $591,000
and provision for warranty expense of $548,000. In addition, deferred revenue related to the growth
in sales of extended warranties increased by $918,000.
We generated $3.2 million from investing activities during the six months ended June 30, 2007
which was comprised of a $5.1 million net decrease in our investments partially offset by $1.6
million in acquisitions of property and equipment, which mainly related to production equipment for
the TASER C2 manufacturing line and capitalized website development costs. In addition, we purchased
$231,000 of intangible assets, primarily consisting of patent applications.
During the first six months of 2007, we generated $1.4 million from financing activities
attributable to stock options exercised in the period.
Capital Resources.
On June 30, 2007, we had total cash and investments of $44.5 million and $0.1 million of
capital lease obligations outstanding.
We have a $10 million line of credit facility with a domestic bank. The line is secured by
substantially all of our assets, other than intellectual property, and bears interest at varying
rates, ranging from LIBOR plus 1.5% to prime. The line of credit matures on June 30, 2008 and
requires monthly payments of interest only. At June 30, 2007, there was a calculated availability
of the maximum available $10.0 million based on the defined borrowing base, which is based on our
eligible accounts receivable and inventory. However, there was no outstanding balance under the
line of credit at June 30, 2007, and no borrowings under the line as of the date of the filing of
this Form 10-Q.
We believe that our existing balance of cash and investments of $44.5 million as of June 30,
2007, together with cash expected to be generated from operations and availability under the line
of credit will be adequate to fund our operations for at least the next 12 months. However, we may
require additional resources to expedite manufacturing of new and existing technologies in order to
meet possible demand for our products. Although we believe financing will be available at terms
favorable to us, both through our existing credit lines and possible additional equity financing,
there is no assurance that such funding will be available, or on terms acceptable to us.
Commitments and Contingencies.
There have been no material changes in future contractual financial obligations as of June 30,
2007 compared to the information at December 31, 2006 set forth in our Annual Report on Form 10-K
except as follows:
On July 2, 2007 we entered into a contract with ATS Automation Tooling Systems Inc. (ATS)
for the purchase of equipment at a cost of approximately $7.8 million. The equipment is expected to
be delivered to and installed at the Companys facility in 2008. Payments will be made in
installments, with an initial $3.1 million to be paid in 2007 and the balance in 2008.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements as of June 30, 2007.
23
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 these financial statements
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 financial
statements, and the reported amounts of revenue and expenses during the reporting period. There can
be no assurance that actual results will not differ from those estimates. The effect of these
estimates on our business operations is discussed below.
Standard Warranty Costs
We warrant our products from manufacturing defects on a limited basis for a period of one year
after purchase, and thereafter will replace any defective TASER unit for a fee. We track historical
data related to returns and related warranty costs on a quarterly basis, and estimate future
warranty claims by applying our four quarter average return rate to our product sales for the
period. 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 June 30,
2007, our reserve for warranty returns was $885,000 compared to a $713,000 reserve at December 31,
2006. In the event that product returns under warranty differ from our estimates, changes to
warranty reserves might become necessary.
Inventory
Inventories are stated at the lower of cost or market, with cost determined using the weighted
average cost, which approximates the first-in, first-out (FIFO) method. 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 was $171,000 at June 30, 2007 compared to
$223,000 at December 31, 2006. In the event that actual excess, obsolete or slow-moving inventories
differ from these estimates, changes to inventory reserves might become necessary.
Accounts Receivable
Sales are typically made on credit and we generally do not require collateral. We perform
ongoing credit evaluations of our customers financial condition and maintain an allowance for
estimated potential losses. Uncollectible accounts are written off when deemed uncollectible, and
accounts receivable are presented net of an allowance for doubtful accounts. These allowances
represent our best estimates and are 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. 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 an impairment indicator is
present, the second step measures whether the asset is recoverable based on a comparison of the
carrying amount of the asset to the estimated undiscounted future cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows,
an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. Our review requires the use of judgment and estimates. Management
believes that no such impairments have occurred to date. However, future events or circumstances
may result in a charge to earnings if we determine that the carrying value of a long-lived asset is
not recoverable.
Income Taxes
Statement of Financial Accounting Standards No. 109, or SFAS No. 109, Accounting for Income
Taxes, establishes financial accounting and reporting standards for the effect of income taxes. In
accordance with SFAS No. 109, we recognize federal, state and foreign current tax liabilities or
assets based on our estimate of taxes payable or refundable in the current fiscal year by tax
jurisdiction. We also recognize federal, state and foreign deferred tax assets or liabilities, as
appropriate, for our estimate of future tax effects attributable to temporary differences and
carryforwards. We are currently under audit by the United States Internal Revenue Service for our
2004 fiscal year. We are unable to determine the outcome of the process at this time. There can be
no assurance that the final outcome of this audit will not have an adverse effect on our future
operating results.
24
In July 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes
(FIN 48), which became effective for us beginning in 2007. FIN 48 addresses the determination of
how tax benefits claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under FIN 48, 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 financial statements from such a position are measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon ultimate resolution. Under FIN 48,
management must also assess whether uncertain tax positions as filed could result in the
recognition of a liability for possible interest and penalties. We adopted the provisions of FIN 48
effective January 1, 2007. The impact on our reassessment of our tax positions in accordance with
FIN 48 did not have a material impact on the results of operations, financial condition or
liquidity. Our estimates are based on the information available to us at the time we prepare the
income tax provisions. We generally file our annual income tax returns several months after our
fiscal year end. Income tax returns are subject to audit by federal, state, and local governments,
generally years after the returns are filed. These returns could be subject to material adjustments
or differing interpretations of the tax laws.
Our calculation of current and deferred tax assets and liabilities is based on certain
estimates and judgments and involves dealing with uncertainties in the application of complex tax
laws. Our estimates of current and deferred tax assets and liabilities may change based, in part,
on added certainty or finality to an anticipated outcome, changes in accounting or tax laws in the
United States, or changes in other facts or circumstances. In addition, we recognize liabilities
for potential United States tax contingencies based on our estimate of whether, and the extent to
which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or
if the recorded tax liability is less than our current assessment, we may be required to recognize
an income tax benefit or additional income tax expense in our financial statements.
In preparing our financial statements, we assess the likelihood that our deferred tax assets
will be realized from future taxable income. In evaluating our ability to recover our deferred
income tax assets we consider all available positive and negative evidence, including our operating
results, ongoing tax planning and forecasts of future taxable income. We establish a valuation
allowance if we determine that it is more likely than not that some portion or all of the net
deferred tax assets will not be realized. We exercise significant judgment in determining our
provisions for income taxes, our deferred tax assets and liabilities and our future taxable income
for purposes of assessing our ability to utilize any future tax benefit from our deferred tax
assets. Although we believe that our 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 a result of the shareholder litigation settlement expense recorded
in the second quarter of 2006, we recorded a valuation allowance of $250,000 in 2006 against our
deferred tax assets for Arizona NOLs. We believe that, other than as previously described, as of
June 30, 2007, based on our evaluation, no additional valuation allowance was deemed necessary as
it is more likely than not that our net deferred tax assets will be realized. However, the deferred
tax asset could be reduced in the near term if estimates of taxable income during the carryforward
period are reduced.
Stock-Based Compensation
We account for stock-based compensation in accordance with the fair value recognition
provisions of SFAS No. 123R. We use 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 complete their vesting requirements (forfeitures). Changes in the subjective
assumptions can materially affect the estimate of fair value of stock-based compensation and
consequently, the related amount recognized on our statements of operations. Refer to Note 2c to
our 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.
25
|
|
|
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 high credit quality government sponsored entity securities, denominated in United States
dollars.
We account for our investment instruments in accordance with Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, (SFAS No.
115). All of our cash equivalents and marketable securities are treated as held-to-maturity under
SFAS No. 115. 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 forced to sell securities that decline 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 and, as
such, a 10% change in interest rates would not have a material adverse affect on our results of
operations. These securities are reported at amortized cost, which approximates fair value.
Exchange Rate Risk
We consider our direct exposure to foreign exchange rate fluctuations to be minimal.
Currently, sales to customers provide for pricing and payment in United States dollars, and
therefore are not subject to exchange rate fluctuations. To date, we have not engaged in any
currency hedging activities, although we may do so in the future. Fluctuations in currency exchange
rates could harm our business in the future.
|
|
|
ITEM 4. |
|
CONTROLS AND PROCEDURES |
Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures were effective as of June 30,
2007 to ensure that information we are required to disclose in reports that we file or submit under
the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms and (ii) is
accumulated and communicated to our management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our
disclosure controls and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management. Our disclosure controls and
procedures include components of our internal control over financial reporting. Managements
assessment of the effectiveness of our internal control over financial reporting is expressed at
the level of reasonable assurance because a control system, no matter how well designed and
operated, can provide only reasonable, but not absolute, assurance that the control systems
objectives will be met.
Changes in internal control over financial reporting.
There were no changes in internal control over financial reporting during the fiscal quarter ended
June 30, 2007, that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
26
PART IIOTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal proceedings in Note 10 to the financial statements included in PART I,
ITEM 1 of this Form 10-Q.
ITEM 1A. RISK FACTORS
Because of the following factors, as well as other variables affecting our operating results, past
financial performance may not be a reliable indicator of future performance and historical trends
should not be used to anticipate results or trends in future periods.
We are materially dependent on acceptance of our products by the law enforcement and corrections
market, and if law enforcement and corrections agencies do not purchase our products, our revenues
will be adversely affected and we may not be able to expand into other markets.
A substantial number of law enforcement and corrections agencies may not purchase our
conducted energy, non-lethal devices. In addition, if our products are not widely accepted by the
law enforcement and corrections market, we may not be able to expand sales of our products into
other markets such as the military market. Law enforcement and corrections agencies may be
influenced by claims or perceptions that conducted energy weapons are unsafe or may be used in an
abusive manner. In addition, earlier generation conducted energy devices may have been perceived as
ineffective. Sales of our products to these agencies may also be delayed or limited by these claims
or perceptions.
We substantially depend on sales of our TASER X26 products, and if these products are not widely
accepted, our growth prospects will be diminished.
In the three and six months ended June 30, 2007 and 2006, we derived our revenues
predominantly from sales of the TASER X26 brand devices and related cartridges, and expect to
depend on sales of these products for the foreseeable future. A decrease in the prices of or demand
for these products, or their failure to achieve broad market acceptance, would significantly harm
our growth prospects, operating results and financial condition.
If we are unable to manage any growth in our business, our prospects may be limited and our future
profitability may be adversely affected.
We intend to expand our sales and marketing programs and our manufacturing capacity as needed
to meet future demand. Any significant expansion may strain our managerial, financial and other
resources. If we are unable to manage our growth, our business, operating results and financial
condition could be adversely affected. We will need to continually improve our operations,
financial and other internal systems to manage our growth effectively, and any failure to do so may
lead to inefficiencies and redundancies, and result in reduced growth prospects and profitability.
We may face personal injury, wrongful death and other liability claims that harm our reputation and
adversely affect our sales and financial condition.
Our products are often used in aggressive confrontations that may result in serious, permanent
bodily injury or death to those involved. Our products may be associated with these injuries. A
person injured in a confrontation or otherwise in connection with the use of our products may bring
legal action against us to recover damages on the basis of theories including personal injury,
wrongful death, negligent design, defective product or inadequate warning. We are currently subject
to a number of such lawsuits. We may also be subject to lawsuits involving allegations of misuse of
our products. If successful, personal injury, misuse and other claims could have a material adverse
effect on our operating results and financial condition. Although we carry product liability
insurance, we do incur large legal expenses within our self insured retention in defending these
lawsuits and significant litigation could also result in a diversion of managements attention and
resources, negative publicity and a potential award of monetary damages in excess of our insurance
coverage. The outcome of any litigation is inherently uncertain and there can be no assurance that
our existing or any future litigation will not have a material adverse effect on our revenues, our
financial condition or financial results.
Pending litigation may subject us to significant litigation costs, judgments, fines and penalties
in excess of insurance coverage, and divert management attention from our business.
We are involved in numerous litigation matters relating to our products or the use of such
products, litigation against persons who we believe have defamed our products, litigation against
medical examiners who we believe made errors in their autopsy reports,
litigation against a competitor, and litigation against our former patent attorney. Such matters have resulted and are expected to continue to result in
substantial costs to us and a likely diversion of our managements attention, which could adversely
affect our business, financial condition or operating results. In particular, we reached an
agreement to settle our shareholder class action lawsuits and derivative lawsuits for approximately
$21.75 million, of which approximately $4.1 million was covered by insurance.
27
Our future success is dependent on our ability to expand sales through distributors and our
inability to recruit new distributors would negatively affect our sales.
Our distribution strategy is to pursue sales through multiple channels with an emphasis on
independent distributors. Our inability to recruit and retain police equipment distributors who can
successfully sell our products would adversely affect our sales. In addition, our arrangements with
our distributors are generally short-term. If we do not competitively price our products, meet the
requirements of our distributors or end-users, provide adequate marketing support, or comply with
the terms of our distribution arrangements, our distributors may fail to aggressively market our
products or may terminate their relationships with us. These developments would likely have a
material adverse effect on our sales. Our reliance on the sales of our products by others also
makes it more difficult to predict our revenues, cash flow and operating results.
If we are unable to design, introduce and sell new products or new product features successfully,
our business and financial results could be adversely affected.
Our future success will depend on our ability to develop new products or new product features
that achieve market acceptance in a timely and cost-effective manner. The development of new
products and new product features is complex, and we may experience delays in completing the
development and introduction of new products. We cannot provide any assurance that products that we
may develop in the future will achieve market acceptance. If we fail to develop new products or new
product features on a timely basis that achieve market acceptance, our business, financial results
and competitive position could be adversely affected.
We expend significant resources in anticipation of a sale due to our lengthy sales cycle and may
receive no revenue in return.
Generally, law enforcement and corrections agencies consider a wide range of issues before
committing to purchase our products, including product benefits, training costs, the cost to use
our products in addition to or in place of other products, budget constraints and
product reliability, safety and efficacy. The length of our sales cycle may range from a few weeks
to as long as several years. Adverse publicity surrounding our products or the safety of such
products has in the past and could in the future lengthen our sales cycle with customers. In
particular, we believe our revenue decrease for the year ended December 31, 2005 compared to the
year ended December 31, 2004 was impacted in part by the adverse effect on customers and potential
customers of the negative publicity surrounding our products or use of our products. We may incur
substantial selling costs and expend significant effort in connection with the evaluation of our
products by potential customers before they place an order. If these potential customers do not
purchase our products, we will have expended significant resources and received no revenue in
return.
Most of our end-users are subject to budgetary and political constraints that may delay or prevent
sales.
Most of our end-user customers are government agencies. These agencies often do not set their
own budgets and therefore have little control over the amount of money they can spend. In addition,
these agencies experience political pressure that may dictate the manner in which they spend money.
As a result, even if an agency wants to acquire our products, it may be unable to purchase them due
to budgetary or political constraints. Some government agency orders may also be canceled or
substantially delayed due to budgetary, political or other scheduling delays which frequently occur
in connection with the acquisition of products by such agencies.
Government regulation of our products may adversely affect sales.
Federal regulation of sales in the United States: Our devices are not firearms regulated by
the Bureau of Alcohol, Tobacco, Firearms and Explosives, but are consumer products regulated by the
United States Consumer Product Safety Commission. Although there are currently no federal laws
restricting sales of our devices in the United States, future federal regulation could adversely
affect sales of our products.
Federal regulation of international sales: Our devices are controlled as a crime control
product by the United States Department of Commerce, or DOC, for export directly from the United
States. Consequently, we must obtain an export license from the DOC for the export of our devices
from the United States other than to Canada. Our inability to obtain DOC export licenses on a
timely basis for sales of our devices to our international customers could significantly and
adversely affect our international sales.
State and local regulation: Our devices are controlled, restricted or their use prohibited by
a number of state and local governments. Our devices are banned from private citizen sale or use in
seven states: New York, New Jersey, Rhode Island, Michigan, Wisconsin, Massachusetts and Hawaii.
Law enforcement use of our products is also prohibited in New Jersey. Some municipalities,
including Omaha, Nebraska and Washington, D.C., also prohibit private citizen use of our products.
Other jurisdictions may ban or restrict the sale of our products and our product sales may be
significantly affected by additional state, county and city governmental regulation.
Foreign regulation: Certain foreign jurisdictions, including Japan, Australia, Italy and Hong
Kong, prohibit the sale of conducted energy devices such as our products, limiting our
international sales opportunities.
28
Environmental laws and regulations subject us to a number of risks and could result in significant
liabilities and costs.
We may be subject to various state, federal and international laws and regulations governing
the environment, including restricting the presence of certain substances in electronic products
and making producers of those products financially responsible for the collection, treatment,
recycling and disposal of those products. Recent environmental legislation within the European
Union (EU) may increase our cost of doing business internationally and impact our revenues from EU
countries as we comply with and implement these new requirements.
The EU has published Directives on the restriction of certain hazardous substances in
electronic and electrical equipment (the RoHS Directive) which became effective in July 2006, and
on electronic and electrical waste management (the WEEE Directive). The RoHS Directive restricts
the use of a number of substances, including lead. The Waste Electrical and Electronic Equipment
Directive, or WEEE directs members of the European Union to enact laws, regulations, and
administrative provisions to ensure that producers of electric and electronic equipment are
financially responsible for the collection, recycling, treatment and environmentally responsible
disposal of certain products sold into the market after August 15, 2005 and from products in use
prior to that date that are being replaced. In addition, similar environmental legislation has been
or may be enacted in other jurisdictions, including the U.S. (under federal and state laws) and
other countries, the cumulative impact of which could be significant.
We continue to evaluate the impact of specific registration and compliance activities required
by the RoHS and WEEE Directives. We endeavor to comply with these environmental laws, yet
compliance with such laws could increase our operations and product costs; increase the
complexities of product design, procurement, and manufacturing; limit our ability to manage excess
and obsolete non-compliant inventory; limit our sales activities; and impact our future financial
results. Any violation of these laws can subject us to significant liability, including fines,
penalties, and prohibiting sales of our products into one or more states or countries, and result
in a material adverse effect on our financial condition.
If we are unable to protect our intellectual property, we may lose a competitive advantage or incur
substantial litigation costs to protect our rights.
Our future success depends upon our proprietary technology. Our protective measures, including
patents, trademarks and trade secret protection, may prove inadequate to protect our proprietary
rights. Our earliest expiring United States patent generally covers projectile propellant devices
having a container of compressed gas in place of gunpowder as a propellant. We use this technology
in our cartridges. This patent expires in 2010. The scope of any patent to which we have or may
obtain rights may not prevent others from developing and selling competing products. The validity
and breadth of claims covered in technology patents involve complex legal and factual questions,
and the resolution of such claims may be highly uncertain, lengthy and expensive. In addition, our
patents may be held invalid upon challenge, or others may claim rights in or ownership of our
patents.
On February 14, 2006, U.S. Patent No. US 6,999,295 entitled Dual Operating Mode Electronic
Disabling Device For Generating A Time-Sequenced, Shaped Voltage Output Waveform was issued to
named inventors Thomas G. Watkins, III and Magne Nerheim. Mr. Nerheim assigned his interest in this
patent to us. This patent covers a portion of the technology utilized in the TASER X26 device. This
patent was applied for by Mr. Watkins, who was our former patent attorney, without our knowledge or
consent. Mr. Watkins originally filed patent applications on our behalf as our patent attorney for
the same inventions in February and May 2003 with the U.S. Patent and Trademark Office. In each
application he filed a declaration stating that Mr. Nerheim was the sole inventor. These patent
applications are now issued as granted patents. In December 2004, he informed us that he now felt
that he was the inventor of a portion of this invention. We vigorously dispute his claim and we
have filed litigation against Mr. Watkins for declaratory judgment, breach of fiduciary duty,
constructive fraud, and breach of contract. We believe that we are the sole owner of this
invention. Since we are a joint owner of this patent, this patent will not restrict us from
manufacturing and selling the TASER X26 device. We have other patent applications pending that
cover inventions contained in this patent. In March 2006, the court issued a temporary restraining
order and a preliminary injunction preventing Mr. Watkins from selling, assigning, transferring, or
licensing this patent to a third party during the duration of this litigation. We filed a motion
for summary judgment in January 2007 requesting an equitable assignment or constructive trust of
Mr. Watkins interest in U.S. Patent No. US 6,999,295, which motion was granted by the Court in
March 2007. On February 5, 2007, the Disciplinary Commission of the Supreme Court of Arizona
recommended that Mr. Watkins be disbarred as a result of his conduct in this matter. On May 18,
2007 the Court entered an order and final judgment granting TASER International judgment against
Mr. Watkins of all right, title and interest that Watkins have, claim to have or may have in
certain United States patents and patent applications and related electrical stun technology,
electronic weapon technology, or any component or process thereof, whether or not patented or
patentable. The court order further requires Mr. Watkins to execute a written assignment to TASER
International assigning all right, title and interest that Mr. Watkins have, claim to have, or may
have in these patents as well as related electrical stun technology, electronic weapon technology,
or any component or process thereof, whether or not patented or patentable. In addition, the court
order permanently enjoins Mr. Watkins from claiming or seeking to obtain ownership rights in any of
the above described intellectual property.
29
We may be subject to intellectual property infringement claims, which could cause us to incur
litigation costs and divert management attention from our business.
Any intellectual property infringement claims against us, with or without merit, could be
costly and time-consuming to defend and divert our managements attention from our business. If our
products were found to infringe a third partys proprietary rights, we could be required to enter
into royalty or licensing agreements in order to be able to sell our products. Royalty and
licensing agreements, if required, may not be available on terms acceptable to us or at all.
If we face competition in foreign countries, we can enforce patent rights only in the jurisdictions
in which our patent applications have been granted.
Our US patents only protect us from imported infringing products coming into the US from
abroad. Applications for patents in a few foreign countries have been
made by us; however, these may be
inadequate to protect markets for our products in other foreign countries. Each foreign patent is
examined and granted according to the law of the country where it was filed independent of whether
a US patent on similar technology was granted.
Government regulations applied to our products may affect our markets for these products.
We rely on the opinions of The Bureau of Alcohol Tobacco and Firearms, including that a device
that has projectiles propelled by the release of compressed gas, in place of the expanding gases
from ignited gunpowder, are not classified as firearms. Changes in statutes, regulations, and
interpretation outside of our control may result in our products being classified or reclassified
as firearms. Our market to civilians could be substantially reduced if consumers are required to
obtain registration to own a firearm prior to purchasing our products.
Competition in the law enforcement and corrections market could reduce our sales and prevent us
from achieving profitability.
The law enforcement and corrections market is highly competitive. We face competition from
numerous larger, better capitalized and more widely known companies
that make other similar devices and products. Increased competition may result in greater pricing pressure, lower gross
margins and reduced sales. In this regard, two different competitors announced plans to introduce
new products in 2005. During 2006, one of those companies introduced a new device to compete with
the TASER X26. We are unable to predict the impact such products will have on our sales or our
sales cycle, but existing or potential customers may choose to evaluate such products which could
lengthen our sales cycle and potentially reduce our future sales.
Defects in our products could reduce demand for our products and result in a loss of sales, delay
in market acceptance and injury to our reputation.
Complex components and assemblies used in our products may contain undetected defects that are
subsequently discovered at any point in the life of the product. Defects in our products may result
in a loss of sales, delay in market acceptance and injury to our reputation and increased warranty
costs.
Our dependence on third party suppliers for key components of our devices could delay shipment of
our products and reduce our sales.
We depend on certain domestic and foreign suppliers for the delivery of components used in the
assembly of our products. Our reliance on third-party suppliers creates risks related to our
potential inability to obtain an adequate supply of components or subassemblies and reduced control
over pricing and timing of delivery of components and sub-assemblies. Specifically, we depend on
suppliers of sub-assemblies, machined parts, injection molded plastic parts, printed circuit
boards, custom wire fabrications and other miscellaneous customer parts for our products. We also
do not have long-term agreements with any of our suppliers. We believe that there are readily
available alternative suppliers in most cases, however, there can be no guarantee that supply will not
be interrupted. Any interruption of supply for any material components of our products could
significantly delay the shipment of our products and have a material adverse effect on our
revenues, profitability and financial condition.
Component
shortages could result in our inability to produce adequate volume to meet customer
demand. This could result in a loss of sales, delay in deliveries and injury to our reputation.
Single source components used in the manufacture of our products may become unavailable or
discontinued. Delays caused by industry allocations, or obsolescence may take weeks or months to
resolve. In some cases, part obsolescence may require a product re-design to ensure quality
replacement circuits. These delays could cause significant delays in manufacturing and loss of
sales, leading to adverse effects significantly impacting our financial condition or results of
operations.
Our dependence on foreign suppliers for key components of our products could delay shipment of our
finished products and reduce our sales.
We depend on foreign suppliers for the delivery of certain components used in the assembly of
our products. Due to changes imposed for imports of foreign products into the United States, as
well as potential port closures and delays created by terrorist threats, public health issues or
national disasters, we are exposed to risk of delays caused by freight carriers or customs
clearance issues for our imported parts. Delays caused by our inability to obtain components for
assembly could have a material adverse effect on our revenues, profitability and financial
condition.
30
We may experience a decline in gross margins due to rising raw material and transportation costs
associated with an increase in petroleum prices.
A significant number of our raw materials are comprised of petroleum based products, or incur
some form of landed cost associated with transporting the raw materials or components to our
facility. Any significant and sustained rise in oil prices could adversely
impact our ability to sustain our current gross margins, by reducing our ability to control component
pricing.
Our revenues and operating results may fluctuate unexpectedly from quarter to quarter, which may
cause our stock price to decline.
Our revenues and operating results have varied significantly in the past and may vary
significantly in the future due to various factors, including, but not limited to:
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market acceptance of our products and services |
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the outcome of any existing or future litigation |
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adverse publicity surrounding our products, the safety of our products, or the use of our products |
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changes in our sales mix |
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new product introduction costs |
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increased raw material expenses |
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changes in our operating expenses |
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regulatory changes that may affect the marketability of our products |
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budgetary cycles of municipal, state and federal law enforcement and corrections agencies |
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the outcome of any current or future tax audits. |
As a result of these and other factors, we believe that period- to-period comparisons of our
operating results may not be meaningful in the short term, and our performance in a particular
period may not be indicative of our performance in any future period
We may experience difficulties in the future in complying with Sarbanes-Oxley Section 404.
We are required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act
of 2002. Beginning with our annual report on Form 10-K for the fiscal year ending December 31,
2005, we have been required to furnish a report by our management on our internal control over
financial reporting. Such report contains among other matters, an assessment of the effectiveness
of our internal control over financial reporting as of the end of our fiscal year, including a
statement as to whether or not our internal control over financial reporting is effective. Such
report also contains a statement that our independent registered public accounting firm has issued
an attestation report on managements assessment of such internal controls. In our Form 10-K for
our 2005 fiscal year, because of our previously reported material weaknesses related to not having
controls in place to record appropriate accruals related to professional fees in the appropriate
accounting period and inadequate resources related to accounting and financial statement
preparation particularly with respect to financial statement footnote preparation were not fully
remediated and tested at December 31, 2005, our management assessment and the report of our
Independent Registered Public Accounting Firm concluded that our internal controls were not
effective at December 31, 2005.
Because
of our prior material weaknesses, there is heightened risk that a material misstatement of
our annual or quarterly financial statements will not be prevented or detected. While we have
completed our remediation efforts to address these material weaknesses and while we did not
identify any materials weaknesses at December 31, 2006, we cannot assure you that material
weaknesses will not occur in future periods. If we fail to maintain proper and effective internal
controls in future periods, it could adversely affect our operating results, financial condition
and our ability to run our business effectively and could cause investors to lose confidence in our
financial reporting. We have incurred, and expect to continue to incur increased expense and to
devote additional management resources to Section 404 compliance. In the event that our chief
executive officer, chief financial officer or our independent registered public accounting firm
determine that our internal control over financial reporting is not effective as defined under
Section 404, investor confidence in us may be adversely affected and could cause a decline in the
market price of our stock.
Foreign currency fluctuations may affect our competitiveness and sales in foreign markets.
The relative change in currency values creates fluctuations in product pricing for potential
international customers. These changes in foreign end-user costs may result in lost orders and
reduce the competitiveness of our products in certain foreign markets. These changes may also
negatively affect the financial condition of some existing or potential foreign customers and
reduce or eliminate their future orders of our products.
31
Use of estimates may cause our financial results to differ from expectations.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States 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 financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
We face risks associated with rapid technological change and new competing products.
The
technology associated with our devices is receiving significant attention and is
rapidly evolving. While we have patent protection in key areas of electro-muscular disruption
technology, it is possible that new technology may result in competing products that
operate outside our patents and could present significant competition for our products.
To
the extent demand for our products continues to increase, our future success will be dependent upon our
ability to ramp manufacturing production capacity which will be accomplished by the implementation
of customized manufacturing automation equipment.
We
experienced significant revenue growth in 2006 compared to 2005 and
in the second quarter of 2007 compared to the second quarter of 2006. To the extent demand for
our products continues to increase significantly in future periods, one of our key challenges will be to ramp
our production capacity to meet sales demand, while maintaining product quality. Our primary
strategies to accomplish this include increasing the physical size of our assembly facilities, the
hiring of additional production staff, and the implementation of customized automation equipment.
We have limited previous experience in implementing automation equipment, and the investments made
on this equipment may not yield the anticipated labor and material efficiencies. Our inability to
meet any future increase in sales demand or effectively manage our expansion could have a material
adverse affect on our revenues, financial results and financial condition.
We depend on our ability to attract and retain our key management and technical personnel.
Our success depends upon the continued service of our key management personnel. Our success
also depends on our ability to continue to attract, retain and motivate qualified technical
personnel. Although we have employment agreements with certain of our officers, the employment of
such persons is at-will and either we or the employee can terminate the employment relationship
at any time, subject to the applicable terms of the employment agreements. The competition for our
key employees is intense. The loss of the service of one or more of our key personnel could harm
our business.
32
ITEM
2. RECENT SALES OF UNREGISTERED SECURITIES
On
May 10, 2007, the Company issued to Counsel for the derivative
plaintiffs in the federal derivative action an aggregate of
216,355 shares of the Companys Common Stock pursuant to
the Final Judgement and Order of Dismissal with Prejudice issued by
the U.S. District Court of Arizona on March 13, 2007
approving the Stipulation of Settlement dated December 4, 2006
in exchange for certain releases of claims by the plaintiffs. Such
shares were issued pursuant to Section 3(a)(10) of the
Securities Act and have not been registered under the Securities Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of our security holders at our annual
shareholders meeting held on May 25, 2007:
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Election of John S. Caldwell, Bruce R. Culver and Michael Garnreiter to serve a three
year term on the Board of Directors |
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Ratification of the appointment of Grant Thornton LLP as our independent auditors for
the year ended December 31, 2007 |
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Stockholder proposal concerning animal testing |
Election of Directors
The allocation of votes for the election of John S. Caldwell, Bruce R. Culver and Michael
Garnreiter to the Board of Directors was as follows:
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FOR |
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% |
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WITHELD |
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% |
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John S. Caldwell |
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54,829,202 |
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97.89 |
% |
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1,186,756 |
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2.11 |
% |
Bruce R. Culver |
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54,801,719 |
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97.84 |
% |
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1,214,239 |
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2.16 |
% |
Michael Garnreiter |
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54,829,125 |
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97.89 |
% |
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1,186,833 |
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2.11 |
% |
Ratification of Auditors
The allocation of votes for the ratification of the appointment of Grant Thornton LLP as our
independent auditors for the year ended December 31, 2007 was as follows:
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FOR |
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% |
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AGAINST |
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% |
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ABSTAIN |
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% |
52,852,580 |
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99.07 |
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358,309 |
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0.64 |
% |
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160,297 |
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0.28 |
% |
Stockholder Proposal
The allocation of votes for a stockholder proposal to eliminate testing TASER products on live animals was as follows:
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FOR |
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% |
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AGAINST |
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% |
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ABSTAIN |
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% |
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BNV |
1,468,912 |
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7.08 |
% |
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18,522,555 |
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89.30 |
% |
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749,629 |
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3.61 |
% |
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35,275,262 |
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ITEM 6. EXHIBITS
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10.18
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Agreement with Automation Tooling
Systems Inc. for purchase of equipment. |
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31.1
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Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
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31.2
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Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
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32.1
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Chief Executive Officer Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
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32.2
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|
Chief Financial Officer Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
33
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.
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TASER INTERNATIONAL, INC.
(Registrant)
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Date: August 9, 2007 |
/s/ Patrick W. Smith
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Patrick W. Smith, |
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Chief Executive Officer
(Principal Executive Officer) |
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Date: August 9, 2007 |
/s/ Daniel M. Behrendt
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Daniel M. Behrendt |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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34
Index to Exhibits
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Exhibits: |
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|
10.18
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|
Agreement with Automation Tooling Systems Inc. for purchase of equipment. |
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|
|
31.1
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|
Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities exchange Act of 1934. |
|
|
|
31.2
|
|
Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities exchange Act of 1934. |
|
|
|
32.1
|
|
Chief Executive Officer Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Chief Financial Officer Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
35