AXON ENTERPRISE, INC. - Annual Report: 2008 (Form 10-K)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-16391
TASER International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 86-0741227 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
17800 N. 85th St. | ||
Scottsdale, AZ | 85255 | |
(Address of principal executive offices) | (Zip Code) |
(480) 991-0797
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.00001 par value per share (Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.00001 par value per share (Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated Filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the Common Stock held by non-affiliates of the issuer, based on the
last sales price of the issuers common stock on June 30, 2008, which was the last business day of
the registrants most recently completed second fiscal quarter, as reported by NASDAQ, was
$288,980,107. The number of shares of the registrants common stock outstanding as of March 9, 2009, was 61,843,295.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of registrants definitive proxy statement to be prepared and filed with the Securities and
Exchange Commission not later than 120 days after December 31, 2008 are incorporated by reference
into Part III of this Form 10-K.
TASER INTERNATIONAL, INC.
ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2008
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2008
TABLE OF CONTENTS
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EX-32 |
Table of Contents
PART I
The statements contained in this report that are not historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), including statements regarding our expectations, beliefs, intentions or strategies
regarding the future. We intend that such forward-looking statements be subject to the safe-harbor
provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements
relate to, among other things:
1. | expected revenue and earnings growth; | ||
2. | estimates regarding the size of our target markets; | ||
3. | our ability to successfully penetrate the law enforcement market; | ||
4. | growth expectations for existing accounts; | ||
5. | our ability and strategies to expand product sales to the private security, military, corrections, and private citizen self-defense markets; | ||
6. | fluctuations in gross margins; |
||
7. | expansion of product capability and the sufficiency of our manufacturing capacity; | ||
8. | new product introductions including, but not limited to specific introductions planned for 2009; | ||
9. | product safety; | ||
10. | our business model and strategy; | ||
11. | the automation of our production process; | ||
12. | our insulation from competition and our competitive advantage; | ||
13. | our focus on future development initiatives; | ||
14. | our expectation that research and development costs will continue to increase; | ||
15. | our litigation strategy and the importance of recent favorable verdicts; | ||
16. | that private citizen sales will continue to grow in 2009; | ||
17. | our intention to continue to participate in law enforcement trade shows; | ||
18. | our strategy to grow our international presence; | ||
19. | that we have readily available alternative materials and components suppliers | ||
20. | our ability to emerge from the current economic downturn in a strong position; | ||
21. | the sufficiency of our liquid assets and capital resources; | ||
22. | trends and expectations relating to certain balance sheet accounts and working capital items; | ||
23. | anticipated capital expenditures; and |
||
24. | our intention to hold our investments to maturity. |
These statements are qualified by important factors that could cause our actual results to
differ materially from those reflected by the forward-looking statements. Such factors include but
are not limited to: (1) market acceptance of our products; (2) our ability to establish and expand
our direct and indirect distribution channels; (3) our ability to attract and retain the
endorsement of key opinion-leaders in the law enforcement community; (4) the level of product
technology and price competition for our products; (5) the degree and rate of growth of the markets
in which we compete and the accompanying demand for our products; (6) risks associated with rapid
technological change and new product introductions; (7) challenges to our intellectual property;
(8) competition; (9) litigation including lawsuits alleging product related injuries and death;
(10) negative media publicity and reporting concerning our products and their uses; (11) TASER
device tests and reports; (12) product quality; (13) implementation of manufacturing automation;
(14) potential fluctuations in our quarterly operating results; (15) adverse changes in the U.S. or
global economies and other issues that may affect the budgets of our current and prospective
customers; (16) order delays; (17) dependence upon sole and limited source suppliers; (18)
fluctuations in component pricing; (19) government regulations and inquiries; (20) dependence upon
key employees and our ability to retain employees; (21) execution and implementation risks of new
technology; (22) aligning manufacturing production with sales demand; (23) medical and safety
studies; (24) the outcome of any current or future tax audit of us, and (25) other factors detailed
in our filings with the Securities and Exchange Commission, including, without limitation, those
factors detailed in ITEM 1A of this annual report entitled Risk Factors. The risks included in
the foregoing list are not exhaustive. Other sections of this report may include additional factors
that could adversely affect our business and financial performance. New risk factors emerge from
time to time, and it is not possible for management to predict all such factors, nor can it assess
the impact of all such risk factors or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking
statements. We undertake no obligation to update or revise any forward looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes to expectations over
time.
We own the following trademarks: TASER® and AIR TASERtm,
TASER-Wavetm, T-Wavetm, AUTO TASERtm, ADVANCED TASER ®,
Shaped Pulse Technology tm, X-Rail tm, TASER M18 tm, TASER
M26 tm, TASER X26 tm, TASER Cam tm, TASER XREP tm,
TASER C2 tm, TASER X26c tm and AFID tm. Each other trademark,
trade name or service mark appearing in this report belongs to its respective holder.
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Item 1. Business
Overview
TASER International, Inc.s (the Company or TASER or we or our) mission is to protect
life by providing safer, more effective force options and technologies. We are a market leader in
the development and manufacture of advanced Electronic Control Devices (ECDs) designed for use in
the law enforcement, military, corrections, private security and personal defense markets. Since
our inception in 1993, we have remained committed to providing solutions to violent confrontation
by developing devices with proprietary technology to incapacitate dangerous, combative, or
high-risk subjects who pose a risk to law enforcement officers, innocent citizens, or themselves in
a manner that is generally recognized as a safer alternative to other uses of force.
To that end, we have focused our efforts on the continuous development of our technology for
both new and existing products which further our mission. At the same time, we have established
industry leading training services to provide our users a comprehensive overview of TASER
electronic control devices use-of-force, legal and policy issues, medical information and risk
mitigation. We have built a network of distribution channels for selling and marketing our products
and services to law enforcement agencies, primarily in North America with ongoing focus and effort
placed on expanding these programs in international, military and other markets.
Products
Electronic Control Devices
Our Technology
We make ECDs for two main types of market segments; the law enforcement, military, corrections
and professional security markets, and the consumer market. Our products use a replaceable
cartridge containing compressed nitrogen to deploy and propel two small probes that are attached to
the ECD by insulated conductive wires with lengths ranging from 15 to 35 feet. Our ECDs transmit
electrical pulses along the wires and into the body affecting the sensory and motor functions of
the peripheral nervous system. The energy can penetrate up to two cumulative inches of clothing, or
one inch per probe. The initial effect lasts five seconds for our law enforcement, military and
corrections products and up to thirty seconds for our consumer market models. This effect can be
extended, if necessary, by the operator.
Law Enforcement, Military, Corrections and Professional Security Products
For the law enforcement, military, corrections and professional security markets we
manufacture two product lines. Our primary product is the TASER X26 with Shaped Pulse Technology
which we introduced in 2003. Shaped Pulse technology is a refined energy pulse that concentrates a
small portion of energy to first penetrate any barriers, while the majority of the energy flows
into the target freely after the barrier has been penetrated. The TASER X26 product line consists
of the TASER X26, various cartridges (described below), a proprietary battery system, a digital
power magazine, download software and equipment, extended warranties, and a number of holstering
options and accessories. The TASER X26 product line (excluding individual cartridge sales)
accounted for approximately $51.2 million, or 55% of our net sales, for the year ended December 31,
2008 and for approximately $61.0 million, or 60% of our net sales, for the year ended December 31,
2007.
Our second law enforcement product line is the ADVANCED TASER M26 which we originally launched
in November 1999. The ADVANCED TASER M26 product line consists of the ADVANCED TASER M26, various
cartridges (described below), rechargeable batteries, a battery charging system, data download
software and equipment, extended warranties, and a number of holstering options and accessories.
The ADVANCED TASER M26 product line (excluding individual cartridge sales) accounted for
approximately $2.5 million, or approximately 3% of our net sales, for the year ended December 31,
2008 and for approximately $1.3 million, or 1% of our net sales, for the year ended December 31,
2007.
Consumer Products
For the personal defense market our primary product is the TASER C2 consumer product, which we
introduced in 2007. This device is a compact system that provides the same proven Neuro-Muscular
Incapacitation (NMI) effectiveness as our market leading TASER X26 but in a less intimidating, more
compact form and at a price point more attractive to private citizens. Our sale and marketing of
the TASER C2 promotes responsible ownership and aims to prevent misuse by keeping the device
inactive until the owner has successfully completed a background check either online or via a
toll-free telephone number.
We also manufacture the TASER X26C, ADVANCED TASER M18 and ADVANCED TASER M18L, devices for
use by consumers. The X26C was developed in conjunction with the law enforcement TASER X26 version;
however, its effect lasts longer allowing the owner more time to escape danger. The ADVANCED TASER
M18 and ADVANCED TASER M18L are designed after the law enforcement ADVANCED TASER M26 version;
however, the electrical pulse rate is lower. The ADVANCED TASER M18 and ADVANCED TASER M18L are
identical except that the ADVANCED TASER M18L has an integrated laser-aiming device. These three
product lines consist of the units themselves, air cartridges, batteries and digital power
magazines, and a number of holstering options and accessories.
Our total consumer products accounted for approximately $7.6 million, or 8.1% of our net
sales, for the year ended December 31, 2008 and for approximately $5.7 million, or 5.7% of our net
sales for the year ended December 31, 2007.
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Cartridges and Accessories
We manufacture six cartridge types; a 15 cartridge, a 21 cartridge, a 25 XP cartridge, a
35 cartridge, a 21 training cartridge and a 15 cartridge for the C2. The 15 cartridge is
capable of firing a distance of 15 and is sold primarily to the law enforcement market for
training and the consumer market for use in the ADVANCED TASER M18, ADVANCED TASER M18L, and TASER
X26C devices. The C2 15 cartridge is designed specifically for use in the TASER C2. The 21, 25
XP, 35, and 21 training cartridge are sold only to the law enforcement, military, and corrections
markets. The 25 XP cartridge is different from the 21 cartridge in that it has a longer range and
its probes are longer and heavier, which allows it to penetrate a thicker clothing barrier. The
training cartridge contains non-conductive wiring, which allows law enforcement, military, and
corrections trainers to use the cartridge during training role-playing scenarios. Individual
cartridge sales accounted for approximately $20.5 million, or approximately 22% of our net sales,
for the year ended December 31, 2008 and for approximately $25.3 million, or 25% of our net sales,
for the year ended December 31, 2007.
All of our cartridges, with the exception of the training cartridge, contain numerous colored,
confetti-like tags bearing the cartridges serial number. These tags, referred to as Anti-Felon
Identification tags, or AFIDs, are scattered when one of our cartridges is fired. We require
sellers of our products to participate in the AFID program by registering buyers of our cartridges.
In many cases, we can use AFIDs to identify the registered owner of cartridges fired.
In 2006, we launched an accessory to the X26 called the TASER Cam. The TASER Cam is a video
recording device that captures both video and audio of potential and actual TASER use incidents.
The device captures video and audio before, during and after a TASER deployment, which provides law
enforcement with a greater level of accountability to support their use of TASER devices against a
resistant subject. The TASER Cam is capable of recording in zero light conditions through the use
of an infrared illuminator. A non audio version of the device is also available for agencies
operating in states where legislation prohibits the use of audio recordings.
In 2004, we introduced an accessory to the X26 that allows the X26 electronic control device
to be attached to military and law enforcement rifles via a Picatinny rail giving the user lethal
and non-lethal options on the same weapon.
Product Warranties
We offer a one year limited warranty on all of the TASER X26 and ADVANCED TASER devices. After
the warranty expires, if the device fails to operate properly for any reason, we will replace the
TASER X26 at a discounted price depending on when the product was placed in service and replace the
ADVANCED TASER device for a fee of $75. These fees are intended to cover the handling and repair
costs and include a profit. We believe this policy is attractive to our law enforcement, military,
and corrections agency customers. In particular, it avoids disputes regarding the source or cause
of any defect. Extended warranties which provide additional coverage beyond the limited warranty,
ranging from one to four years are also offered for specified fees.
We offer a 90 day limited warranty on the TASER C2 and the X26C devices. Our TASER C2 and the
X26C are designed to disable an attacker for up to 30 seconds. We encourage private citizens to
leave the units and flee after firing them. As a result, we also provide free replacement units to
private citizens who follow this suggested procedure. To qualify for the replacement unit, users
must file a police report that describes the incident and confirms the use of the TASER C2 or the
X26C.
Markets
Law Enforcement and Corrections
Federal, state and local law enforcement agencies in the United States and throughout the
world currently represent the primary target market for our TASER X26 and ADVANCED TASER device
products. In the law enforcement market, more than 14,000 law enforcement agencies in 45 countries
have made initial purchases of our TASER brand devices for testing or deployment. In addition,
approximately 5,000 police departments have purchased or are in the process of purchasing TASER
devices to issue to their on duty patrol officers. In 2007, additional federal agencies began or
increased deployment of TASER devices. The U.S. Marshal Agency approved the TASER X26 for use and
decentralized procurement, which made it significantly easier for the regional U.S. Marshal Offices
to make their own purchases. The National Park Service made it mandatory to have TASER devices in
2007 and 145 Park Service locations are now carrying TASER X26 devices.
We continue to place increased focus on educating correctional facility personnel as well as
parole and probation field officers in the benefits of using TASER brand products. We hired a sales
manager to develop new relationships and cultivate existing relationships within the Corrections
community and have developed training programs and command staff demonstrations specific to the
Corrections market. We attended several Corrections tradeshows and conferences to expand our reach
into the market. As a result of these efforts, we received commitments from several state
correctional agencies to start pilot tests. Currently there are 94 correctional facilities
deploying or testing our products. Our TASER devices are deployed in county correctional facilities
such as those operated by the Los Angeles Custody Division and Maricopa County Sheriff (AZ). State
correctional agencies deploying TASER devices include Arizona, Arkansas, Colorado, Kentucky,
Louisiana, Montana, Nevada, North Dakota, Oregon, Tennessee, Utah, Washington and Wisconsin. We
hope to obtain many new correctional facility sales from our sales and marketing efforts in this
market segment in the coming years.
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Military Forces, both United States and Foreign Allies
TASER devices continued to be deployed in support of key strategic military operations in
locations around the world. We continued our focus initiative on supporting our military customers.
We expanded our sales efforts by hiring the former head of the Military Joint Non Lethal Weapons
Directorate as our Vice President of Government and Military Programs in 2007. Additionally, during
2008, we met quarterly with our Senior Executive Advisory Group (SEAG) comprised of a team of
professionals with extensive military, homeland defense and law enforcement experience with the
purpose of advising on business models in support of military users. The business group (Federal
Programs) has concentrated on supporting military and other federal use of our existing products as
well as developing new technology through contracted support. In 2008, we entered into a science
and technology contract with the Joint Non-Lethal Weapons Directorate (JNLWD) of the U.S Department
of Defense to develop a 40mm projectile, compatible with already fielded weapons, which allows for
extension and improvement of the our existing eXtended Range Electronic Projectile (XREP)
technology. The development contract comprises three phases, the first of which commenced in 2008
and is expected to be completed in early 2009, while the second and third phases are optional and
contingent upon successful completion of the first phase. In 2007, we received our first long term
Indefinite Quantity, Indefinite Delivery, (IDIQ) Military contract to provide up to $22.8 million
of product over a five year period through our GSA Distributor.
Private Security
We are still in the early stages of pursuing additional opportunities for sales of TASER
devices in private security markets, and have made limited sales to date. Private security
officers represent a broad range of individuals, including contract security patrol, healthcare,
gaming, retail security employees and many others. In 2008, we continued to focus on pursuing
additional possibilities for sales of TASER devices in the private security markets. Similar to our
other emerging markets, we developed training programs and demonstrations specific to the industry.
We met with several large corporate and private patrol security companies to discover their unique
needs. We also attended several private security tradeshows, conferences and industry association
meetings to expand our reach into the market space. In addition to our current product offerings,
we are developing industry specific products that we believe will help penetrate the market. As of
December 31, 2008, we had approximately 300 US private security operations deploying or testing our
products.
Private Citizen / Personal Protection
In July 2007, we introduced the TASER C2 personal protector, specifically designed for the
private citizen market. This new consumer product contributed approximately 6.6% and 4.0% of our
total net sales in 2008 and 2007, respectively. We believe private citizen sales will continue to
grow in 2009 as a result of various distribution relationships and marketing strategies we have put
in place to increase awareness of the TASER C2 in the consumer market.
Sales and Marketing
Law enforcement, military, corrections and security 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, the agencys training staff, and weapons experts.
Depending on the size and cost of the device deployment and local procurement rules and customs,
the decision may involve political decision-makers such as city council members or the federal
government. The decision-making process can take as little as a few weeks or as long as several
years. Although we have focused on three primary markets, we have been able to expand our customer
base to thousands of end users within these markets. We currently sell our products to more than
14,000 law enforcement agencies.
Since the introduction of the ADVANCED TASER device in 1999, we have used several types of
media to communicate the benefits of acquiring and deploying our products. These campaigns have
included the development of personalized CD/DVD packages geared toward law enforcement leaders in
the community, advertisements in law enforcement publications, and the use of more than 2,400
training classes conducted around the world. We also target key regional and national law
enforcement trade shows where we can demonstrate the TASER devices to leading departments. In 2008,
we attended and exhibited at over 120 regional and national law enforcement trade shows. In 2008,
we held our annual U.S. Tactical Conference for the trained master instructors, and law enforcement
training officers, the continued focus of which was to train the officers in the use of the TASER
X26.
We plan to continue investment in the area of law enforcement trade shows and conferences in
2009, as it provides us the ability to market our products to our target audience. We believe these
types of activities accelerate penetration of our TASER product lines in each market, which should
lead to increased visibility in both the private security and private citizen markets and reinforce
the value of non-lethal devices for self-defense.
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United States Distribution
With the exception of several accounts to which we sell directly, the vast majority of our law
enforcement agency sales in the Unites States are made through our network of law enforcement
distributors. In addition, we have one military and government contracting distributor. These
distributors were selected based upon their reputation within their respective industries, their
contacts, and their distribution network. Our regional managers work closely with the distributors
in their territory to inform and educate the law enforcement communities. We continue to monitor
our law enforcement distributors closely to help ensure that our service standards are achieved. We
also reserve the right to take any large agency order directly to secure the agencys account
balance with us.
Sales in the private citizen market are made through our web site sales and commercial
distributors. We have also established relationships selling to retail chains. We have implemented
a variety of marketing initiatives to support sales of the TASER C2 personal protector. We
produced an infomercial which aired in multiple markets during 2008, hired a professional
advertising and public relations company to assist us in media and press events, and editorial
placements and attended numerous tradeshows specifically to target the consumer market. We also
held press conferences and media events in targeted large cities to further educate the public of
the availability for citizens to purchase TASER C2 products for private use. We also contracted a
third party company call center to assist with the large volume of citizen calls generated from our
advertisements, trade shows and press/media conferences. We continue to sell all other TASER
citizen devices and products through web sales and our established commercial distributors.
International Distribution
We market and distribute our products to foreign markets through a network of distributors.
For geographical and cultural reasons, our distributors usually have a territory defined by their
countrys borders. These distributors market both our law enforcement, military, and corrections
products, and our consumer products where allowed by law.
Our distributors work with local police, military, and corrections agencies in the same manner
as our domestic market distributors. For example, they perform demonstrations, attend industry
tradeshows, maintain country specific web sites, engage in print advertising, and arrange training
classes.
In 2008, we concentrated our international marketing on the countries that were furthest along
in the testing and purchasing process. These countries included the United Kingdom, France,
Australia, Singapore, and South Korea. We also plan to continue growing our international presence
by expanding our marketing efforts to a larger number of countries.
We shipped products to approximately 50 countries during fiscal 2008. As a percentage of total
sales, sales outside the U.S. increased to approximately 18% in 2008 from 15% in 2007 and 14% in
2006. Reference is made to Note 1(o) in the accompanying financial statements in Part II, Item 8 of
this Form 10-K for further information concerning our sales by geographic region.
Training Programs
Most law enforcement, military, security and corrections agencies will not purchase new
weapons until a training program is in place to instruct and certify personnel in their proper use.
We offer a 16 hour class that certifies law enforcement, military, corrections and security agency
trainers as instructors in the use of the TASER electronic control devices. As of December 31,
2008, approximately 42,000 law enforcement officers around the world have been trained and
certified as instructors in the proper use of TASER brand devices. This includes approximately
38,000 officers in the United States and 4,000 in other countries.
Currently, 825 of our certified instructors have undergone further training and became
certified as master instructors. We authorize these individuals to train and certify other law
enforcement, military, corrections and professional security agency trainers as TASER instructors,
not just end-users within their own organization. The master instructors are independent
professional trainers, serve as local area TASER experts, and assist in conducting TASER
demonstrations at other police departments within their regions. In addition, 121 of our certified
instructors have completed the same training and were certified as advanced instructors. Advanced
instructors are authorized to certify others within their own agency as TASER instructors. Military
personnel are trained by our Chief Instructor. Approximately 170 of our master instructors have
agreed to conduct TASER device training classes on a regular basis. We provide logistical support
for the training classes. We charge a fee of $275 for each training attendee. We pay master
instructors a per-session training fee for each session they conduct. We conducted 453 training
courses in 2008 and, as of December 31, 2008, we have conducted a cumulative 2,478 training courses
during which we have trained more than 42,000 individuals as instructors for TASER ECDs. In 2005,
we started a TASER Armorer course to train agencies on proper care and preventative maintenance of
TASER devices. We charge a fee of $275 to each attendee. In 2008, we hosted 30 Armorer courses,
including 27 in the United States and three internationally; 560 students attended the Armorer
course in the United States and 91 attended in other countries. As of December 31, 2008,
approximately 1,762 people have been trained and certified as TASER Armorers. In 2008, we started
offering a TASER Forensics course to teach investigators how to collect and analyze TASER device
related evidence at a crime scene and we conducted eight such Forensic courses in the United
States and trained 89 people. The fee for the Forensics course is $150 per student. We have also
designed a training course for private citizen customers. Customers who purchase an X26C device
receive a certificate good for a one hour, one-on-one training session with an X26C certified
instructor. We have 843 instructors certified to give the X26C training.
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In order to coordinate the growing demands of our training programs, we created a Training
Advisory Board. This board annually reviews the qualifications of the master instructors, and
provides retraining or certification as required. In addition, the Training Advisory Board oversees
the trainers and curriculum to ensure that new information is properly communicated and
implemented. The Training Advisory Board also gives input into new product development. We also
created the position of Senior Master Instructor. Twenty four experienced Master Instructors have
been promoted to this position based on their exemplary performance as Master Instructors. Their
primary duties are to perform quality control checks on Master Instructors during an instructor
course and to help instruct at the Master Instructor School. Additionally, we created the position
of Staff Instructor who is a full time employee responsible for coordinating course delivery and
development. In 2008, we hired two more Staff Instructors and created the position of Training
Manager. The Training Manager oversees the law enforcement instructor course and supervises the
clerical staff.
Manufacturing
We perform light manufacturing and final assembly operations at our headquarters in
Scottsdale, Arizona and own substantially all of the equipment required to develop, prototype,
manufacture and assemble our finished products. This includes critical injection molds, schematics,
test equipment and prototypes utilized by our supply chain for the production of required raw
materials and sub-assemblies. TASERs dedication to manufacturing excellence in 2008 led to
implementation of lean/six sigma methodologies to optimize all direct and indirect resources within
the organization. This implementation is expected to boost capacity for existing products, as well as
augment production of the new TASER products scheduled for 2009 market release. Our results for
2008 showed improved utilization of operational resources and a significant reduction in inventory,
with increased capacity. However, other capacity options will be considered should we experience
higher demand resulting from large orders of legacy or new product releases. This was all achieved
while maintaining our ISO 9001 certification.
In 2004, TASER began investing in automated equipment for the continuous improvement of
product quality, and reduction of manufacturing costs. We have since implemented a number of
equipment initiatives including the purchase and integration of robotic equipment, computerized
laboratory and medical testing equipment, machining and tooling equipment, as well as sophisticated
modeling equipment for our Research and Development Department. In 2007, we also contracted with a
full scale automation facility to design and manufacture custom equipment which will be used to
replace current manual operations within our manufacturing. In total, we expect this project to
cost the company approximately $8.4 million and significantly reduce our direct labor expense,
while providing continuous improvement for our product lines. We expect the automation equipment
will be installed in 2009.
Our supplier base has and will continue to be a focus for us. Presently, TASER purchases
finished circuit boards and components primarily from suppliers located in the United States, along
with strategic relationships internationally. Although we currently obtain plastic components from
an outside supplier base, we own all designs and tooling, with plans of developing redundant
tooling and capacity in other facilities. We believe there are readily available alternative
suppliers in most cases who can consistently meet our needs for these components. TASER continues
to develop and implement supply chain strategies to insure that both short and long term objectives
are achieved, while maintaining efficiencies at all levels within the organization.
Competition
Law Enforcement, Corrections and Private Security Markets
The primary competitive factors in the law enforcement and corrections market include a
weapons accuracy, effectiveness, safety, cost and ease of use. During 2007, a company introduced a
new electronic device to compete with the TASER X26. To date, we do not know of any significant
sales of any competing electronic control device products. We believe that our strong relationship
with customers, our large installed base of products, and the significant amount of medical and
safety testing already performed on our products will provide us with a competitive advantage over
our competition.
We also believe the ADVANCED TASER and TASER X26 devices compete indirectly with a variety of
non-lethal alternatives. These alternatives include, but are not limited to pepper spray and impact
weapons sold by companies such as Armor Holdings, Inc., and Pepperball. We believe our TASER brand
devices advanced technology; versatility, effectiveness, and low injury rate enable it to compete
effectively against these non-lethal alternatives.
Military Market
In the military markets, both in the United States and abroad, a wide variety of weapon
systems are utilized to accomplish the mission at hand. Conducted energy devices have gained
increased acceptance as a result of the policing role of military personnel in the conflicts in
both Iraq and Afghanistan. There has also been an increased awareness of the use of non-lethal
weapons to preserve human intelligence. TASER devices give our armed forces one means to capture or
immobilize targets without using lethal force. We are the only supplier providing electronic
control devices to these military agencies. There is indirect competition from pepper spray and
impact weapons sold by companies such as Armor Holdings, Inc., and Pepperball.
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Private Citizen Market
Electronic control devices have gained limited acceptance in the private citizen market for
non-lethal weapons. These weapons compete with other non-lethal weapons such as batons, clubs, and
chemical sprays. The primary competitive factors in the private citizen market include a weapons
cost, effectiveness, safety and ease of use. We believe the widespread adoption of our TASER
devices by prominent law enforcement agencies will help us to further penetrate the private citizen
market.
Regulation
United States Regulation
The TASER X26, ADVANCED TASER, TASER C2 and AIR TASER devices, as well as the cartridges used
by these devices, are subject to regulations. None of our devices are considered to be a firearm
by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives. Therefore, no Federal
firearms-related regulations specifically apply to the sale and distribution of our devices within
the United States. In the 1980s however, many states introduced regulations restricting the sale
and use of stun guns, inexpensive hand-held shock devices and electronic weapons. We believe
existing stun gun laws and regulations also apply to our devices.
In 2002 through 2004, we worked with several law enforcement agencies, government agencies and
distributors to overturn prior legislation preventing the sale of TASER devices to law enforcement
agencies in certain regions of the U.S. These combined efforts were successful in changing the
legislation in the states of Hawaii, Massachusetts and Michigan. We considered this to be an
important change in regulations. For example, prior to the amendment to the Michigan Penal Code,
the possession of a TASER or electronic weapon of any kind in Michigan could result in a felony
conviction. Currently, New Jersey is the only remaining state in the U.S. in which TASER technology
is prohibited for law enforcement use.
In many cases, the law enforcement and corrections market is subject to different regulations
than the private citizen market. Where different regulations exist, we assume the regulations
affecting the private citizen market also apply to the private security markets except as the
applicable regulations otherwise specifically provide.
As of December 31, 2008, state and local codes prohibit the possession of stun guns, including
TASER electronic control devices, by the general public in Hawaii, Wisconsin, Michigan,
Massachusetts, Rhode Island, New York, New Jersey and the District of Columbia as well as a number
of counties, cities and towns.
We are also subject to environmental laws and regulations, including restrictions on the
presence of certain substances in electronic products. Reference is made to Section 1A, Risk
Factors, under the heading Environmental laws and regulations subject us to a number of risks and
could result in significant liabilities and costs.
United States Export Regulation
Our devices are considered a crime control product by the U.S. Government. Accordingly, the
export of our devices is regulated under export administration regulations. As a result, we must
obtain export licenses from the Department of Commerce for all shipments to foreign countries other
than Canada. Most of our requests for export licenses have been granted, and the need to obtain
these licenses has not caused a material delay in our shipments. The need to obtain licenses,
however, has limited or impeded our ability to ship to certain foreign markets. Export regulations
also prohibit the further shipment of our products from foreign markets in which we hold a valid
export license to foreign markets in which we do not hold an export license for our products.
In addition, in 2000, the Department of Commerce adopted regulations restricting the export of
technology used in our devices. These regulations apply to both the technology incorporated in our
device systems and in the processes used to produce them. The technology export regulations do not
apply to production that takes place within the United States, but is applicable to all
sub-assemblies and controlled items manufactured outside the United States.
Foreign Regulation
Foreign regulations, which may affect our devices, are numerous and often unclear. We prefer
to work with a distributor who is familiar with the applicable import regulations in each of our
foreign markets. Experience with foreign distributors in the past indicates that restrictions may
prohibit certain sales of our products in a number of countries. The vast majority of countries
permit TASER devices to be sold and used by Law Enforcement. We rely on our distributors to inform
us of those countries where the TASER device is prohibited or restricted.
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Previously, the United Kingdom was among the countries where TASER technologies were
prohibited. However, in January 2003, the British Police announced that the national government
would be backing a TASER pilot program for five police forces within the UK. This decision came
after the completion of two years of testing by the Police Scientific Development Branch of the
Home Office in England, during which the product was reviewed for operational effectiveness and
medical safety. Following a detailed evaluation of a 12-month operational trial of the ADVANCED
TASER device, which was carried out by the five police forces, the then Home Secretary David
Blunkett agreed that firearms officers in forces nationwide could use the hand-held electrical
device as of September 2004. Currently, all 43 police forces in England, Wales and Scotland deploy
TASER technology within their firearms teams. During 2007, a further trial across 10 police forces
was authorized where TASERs are being deployed by specially trained non-firearms officers. The
protocol for deployment has also changed to allow officers to deploy a TASER in incidents involving
serious violence that they consider cannot be contained by other means. In 2008, the British Home
Office announced its intension to authorize the deployment of electronic control devices by all
British police, including non-firearms officers. Additionally, the Police Service of Northern
Ireland has now deployed TASER to its Special Operations Branch a highly trained firearms unit,
for an initial trial period.
Intellectual Property
We protect our intellectual property with U.S. and foreign patents and trademarks. Our patents
and pending patent applications relate to technology used by us in connection with our products. We
also rely on international treaties, organizations and foreign laws to protect our intellectual
property. As of December 31, 2008, we held 30 United States patents and 40 foreign patents and also
have numerous patents and trademarks pending. Our patents expire at varying dates ranging between
2010 and 2026. 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. We continuously assess whether and where
to seek formal protection for particular innovations and technologies based on such factors as: the
commercial significance of our operations and our competitors operations in particular countries
and regions; our strategic technology or product directions in different countries; and the degree
to which intellectual property laws exist and are meaningfully enforced in different jurisdictions.
Confidentiality agreements are used with employees, consultants and key suppliers to help
ensure the confidentiality of our trade secrets.
TASER has the exclusive rights to many internet domain names primarily including taser.com
and evidence.com.
Research and Development
Our research and development initiatives are conducted in two separate categories. The first
is internally funded research and development, and the second is research externally funded by
customers having requirements for specific capabilities. Both categories focus on next generation
technology, yet are differentiated by the anticipated breadth of the market opportunity, the time
to project completion and accounting treatment. Internally funded research has been primarily
focused on improvements to existing TASER products, or the development of new applications for
TASER technology that we believe generally will have broad market appeal. Externally funded work
focuses on specific packaging or delivery requirements of existing TASER technology that is of high
value to particular customers but may not be viable product solutions to other customers. These
projects generally represent product developments which are long-term in nature and require outside
resources, team member companies or expert consulting.
Research and development initiatives include bio-medical research and electrical, mechanical
and software engineering. We expect that future development projects will focus on extending the
range, improving the functionality and developing new delivery options for our ECD products. In
addition, we are developing technology for the audio-video recording of an incident from the point
of view of the officer with pre-event video capture (Autonomous eXtended on-Officer Network, or
AXON). In conjunction with the AXON device we are developing a new integrated digital multi-media
evidence storage and management platform EVIDENCE.com,
Our investment in internally funded research and development totaled approximately $12.9
million, $4.4 million and $2.7 million in 2008, 2007 and 2006, respectively. This allowed our R&D
department to expand to 58 engineers, technicians and specialists at the end of 2008. Our
investment in research and development staff and equipment continues to represent a significant
increase from previous years and reflects our commitment to maintaining and extending our current
technology. Our return on that investment is intended to be realized over the long term, although
new systems and technologies often have a more immediate impact on our business.
Employees
As of December 31, 2008, we had 353 full-time employees and two temporary employees. The
breakdown of our full time employees by department is as follows: 149 direct manufacturing
employees and 206 administrative and manufacturing support employees. Of the 206 administrative and
manufacturing support employees; 55 were involved in sales, marketing, communication and training;
58 were employed in research, development and engineering; 28 were employed in administrative
functions inclusive of executive management, legal, finance and accounting; 11 were employed in
information systems technologies; 17 were employed in quality control and 37 were employed in
manufacturing support functions. Our employees are not covered by any collective bargaining
agreement, and we have never experienced a work stoppage. We believe that our relations with our
employees are good.
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Available Information
We were incorporated in Arizona in September 1993 as ICER Corporation. We changed our name to
AIR TASER, Inc. in December 1993 and to TASER International, Incorporated in April 1998. In January
2001, we reincorporated in Delaware as TASER International, Inc. Our website is located at
www.TASER.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of
the Securities Exchange Act of 1934 are available on our website as soon as reasonably practicable
after we electronically file such material with, or furnish such material to, the SEC. Other
information that is not part of this Annual Report on Form 10-K can be accessed through our website
at www.TASER.com.
Item 1A. Risk Factors
Because of the following factors, as well as other variables affecting our operating results,
our past financial performance may not be a reliable indicator of our future performance and
historical trends should not be used to anticipate our 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
electronic control 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 and private security markets. Law enforcement and corrections agencies
may be influenced by claims or perceptions that conducted energy weapons such as our products 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.
Most of our end-user customers 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. Currently, many governmental agencies are experiencing
severe budgetary stresses as a result of the ongoing worldwide recession. There can be no assurance
that the economic and budgeting issues will not worsen and adversely impact sales of our products.
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 and such cancellations may accelerate or be more severe than we have
experienced historically as a result of the current economic environment.
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 and could result in negative publicity
about our products. 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.
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 years ended December 31, 2008, 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 our growth, 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.
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To the extent demand for our products increases, 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.
To the extent demand for our products increases 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. The investments we made in 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.
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 made errors in their autopsy reports, litigation against a competitor and
litigation against former employees. Such matters have resulted and are expected to continue to
result in substantial costs to us and some diversion of our managements attention, which could
adversely affect our business, financial condition or operating results.
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 establish relationships with 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, time consuming and expensive, 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 non-lethal 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 the
past, we believe we have experienced revenue decreases in part as the result of adverse effects on
our customers and potential customers of 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.
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 U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives, but are consumer products regulated
by the U.S. 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 U.S. 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.
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Foreign regulation: Certain foreign jurisdictions prohibit the sale of conducted energy
devices such as our products, limiting our international sales opportunities.
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. 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 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 WEEE Directive 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 monitor the impact of specific registration and compliance activities required
by the RoHS and WEEE Directives. We endeavor to comply with applicable 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. The right to stop others from misusing our trademarks and service marks in commerce depends
to some extent on our ability to show evidence of enforcement of our rights against such misuse in
commerce. Our efforts to stop improper use, if insufficient, may lead to loss of trademark and
service mark rights, brand loyalty and notoriety among our customers and prospective customers. 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.
We have a pending lawsuit in Federal District Court against Stinger Systems that alleges
infringement of three of our U.S. patents: 6,999,295; 7,102,870; and 7,234,262. In an infringement
case, the judge in a Markman hearing before trial begins, can resolve disagreements on the meaning
of some of the terminology of the patent claims. In the pending case, the holding from the Markman
hearing largely adopted the meanings proposed by TASER. Nevertheless, Stinger Systems is expected
to challenge the validity of the patents at trial. If at trial the patents are upheld, the extent
of relief to TASER including whether Stinger is enjoined and/or forced to pay damages, cannot be
predicted.
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 costly 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 U.S. patents only protect us from imported infringing products coming into the U.S. from
abroad. Applications for patents in a few foreign countries have been made; 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 U.S. patent on similar technology was granted.
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Our efforts to avoid the patent, trademark, and copyright rights of others may not provide notice
to us of potential infringements in time to avoid investing in product development and promotion
that must later be abandoned if suitable license terms cannot be reached.
There is no guarantee that our use of conventional technology searching and brand clearance
searching will identify all potential rights holders. Rights holders may demand payment for past
infringements and/or force us to accept costly license terms or discontinue use of protected
technology and/or works of authorship that may include for example photos, videos, and software.
Our current research and development focus on developing software-based products increases this
risk.
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 the
determination 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 private citizen market 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 non-lethal
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 2007, 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 sub-assemblies 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 and there is 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 volume to adequately 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, parts obsolescence may require a product re-design to ensure quality
replacement components. 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.
We may experience a decline in gross margins due to rising raw material and transportation costs
associated with a future 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. A significant rise in oil prices could adversely impact our ability to sustain
current gross margins, by increasing component pricing.
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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:
| budgetary cycles of municipal, state and federal law enforcement and corrections agencies | ||
| market acceptance of our products and services | ||
| the timing of large orders | ||
| the outcome of any existing or future litigation | ||
| adverse publicity surrounding our products, the safety of our products, or the use of our products | ||
| changes in our sales mix | ||
| new product introduction costs | ||
| increased raw material expenses | ||
| changes in our operating expenses | ||
| regulatory changes that may affect the marketability of our products |
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. 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 expect to continue to incur expense and
to devote 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 our 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.
We maintain all of our cash, cash equivalent and short-term investment balances, some of which are
not insured, at one depository institution.
We maintain all of our cash, cash equivalent and short-term investment accounts at one
depository institution. As of December 31, 2008, our aggregate balances in such accounts were
$49.4 million. Of such amount, $250,000 was covered by Federal Deposit Insurance Corporation (FDIC)
insurance, and approximately $29.5 million was supported by the U.S. Treasury Department under its
Temporary Guarantee Program for Money Market Funds. The remaining amounts were not insured as of
the end of fiscal 2008.
Although we believe that the risk of loss associated with our uninsured deposit and investment
accounts is low given the financial strength and reputation of our depository institution, we could
suffer losses with respect to the uninsured balances if the depositary institution failed and the
institutions assets were insufficient to cover its deposits and/or the Federal government did not
take actions to support deposits in excess of existing FDIC insurance limits. Any such losses could
have a material adverse effect on our liquidity, financial condition and results of operations.
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 non-lethal 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 non-lethal technology may result in competing products that
operate outside our patents and could present significant competition for our products.
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.
15
Table of Contents
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters and manufacturing facilities are based in a 100,000 square foot facility
in Scottsdale, Arizona, which we own. We also lease premises in Santa Barbara, California and
Washington D.C. We believe our existing facilities are well maintained and in good operating
condition. We also believe we have adequate manufacturing capacity for our existing product lines
for the foreseeable future. To the extent that we introduce new products in the future, we will
likely need to acquire additional facilities to locate the associated production lines. However, we
believe we can acquire or lease such facilities on reasonable terms. The Company continues to make
investments in capital equipment as needed to meet anticipated demand for its products.
Item 3. Legal Proceedings
See discussion of Legal Proceedings in Note 7(c) to the financial statements included in Part II,
Item 8 of this annual report.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 2008.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted under the symbol TASR on The NASDAQ Global Select Market. The
closing price of our common stock on March 9, 2009 was $3.69 per share.
The following table sets forth the high and low closing sales prices per share for our common
stock as reported by NASDAQ for each quarter of the last two fiscal years.
Common Stock TASR
Fiscal Quarters Ended | High | Low | ||||||
March 31, 2007 |
$ | 8.56 | $ | 7.44 | ||||
June 30, 2007 |
$ | 13.96 | $ | 7.85 | ||||
September 30, 2007 |
$ | 17.41 | $ | 13.34 | ||||
December 31, 2007 |
$ | 18.81 | $ | 12.68 | ||||
March 31, 2008 |
$ | 14.06 | $ | 8.90 | ||||
June 30, 2008 |
$ | 10.27 | $ | 4.99 | ||||
September 30, 2008 |
$ | 7.48 | $ | 5.01 | ||||
December 31, 2008 |
$ | 6.94 | $ | 2.68 |
Holders
As of March 9, 2009, there were approximately 362 holders of record of our common stock.
Dividends
To date, we have not declared or paid cash dividends on our common stock. We do not intend to
pay cash dividends in the foreseeable future and our revolving line of credit prohibits the payment
of cash dividends.
Issuer Purchases of Equity Securities
We did not repurchase any shares of our common stock in the fourth quarter of 2008.
Recent Sales of Unregistered Securities
No unregistered securities were sold by us in 2008.
Stock Performance Graph
The following stock performance graph compares the performance of our common stock to the
NASDAQ Stock Market (U.S.) and the Russell 3000 Index. The graph covers the period from December
31, 2003 to December 31, 2008. The graph assumes that the value of the investment in our stock and
in each index was $100 at December 31, 2003 and that all dividends were reinvested. We do not pay
dividends on our common stock.
16
Table of Contents
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among TASER International, Inc., The NASDAQ Composite Index
And The Russell 3000 Index
Among TASER International, Inc., The NASDAQ Composite Index
And The Russell 3000 Index
![(PERFORMANCE GRAPH)](https://www.sec.gov/Archives/edgar/data/0001069183/000095015309000201/p14088p1408801.gif)
*$100 invested on 12/31/03 in stock & index-including reinvestment of dividends.
Fiscal year ending December 31.
Fiscal year ending December 31.
12/03 | 12/04 | 12/05 | 12/06 | 12/07 | 12/08 | |||||||||||||||||||
TASER International, Inc. |
100.00 | 461.09 | 101.40 | 110.87 | 209.64 | 76.92 | ||||||||||||||||||
NASDAQ Composite |
100.00 | 110.08 | 112.88 | 126.51 | 138.13 | 80.47 | ||||||||||||||||||
Russell 3000 |
100.00 | 111.95 | 118.80 | 137.47 | 144.54 | 90.61 |
17
Table of Contents
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with our financial
statements and the notes thereto, and with Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations. The statement of operations data for the years
ended December 31, 2008, 2007 and 2006 and the balance sheet data as of December 31, 2008 and 2007
have been derived from and should be read in conjunction with our audited financial statements and
the notes thereto included herein. The statement of operations data for the years ended December
31, 2005 and 2004 and the balance sheet data as of December 31, 2006, 2005 and 2004 is derived from
audited financial statements and the notes thereto which are not included in this Annual Report on
Form 10-K.
For the Year Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Statement of Operations Data |
||||||||||||||||||||
Net sales |
$ | 92,845,490 | $ | 100,727,191 | $ | 67,717,851 | $ | 47,694,181 | $ | 67,639,879 | ||||||||||
Gross margin |
57,004,227 | 57,559,819 | 43,179,061 | 29,597,895 | 45,184,383 | |||||||||||||||
Sales, general and administrative expenses |
38,860,729 | 32,814,170 | 29,680,764 | 26,483,485 | 13,880,322 | |||||||||||||||
Research and development expenses |
12,918,161 | 4,421,596 | 2,704,521 | 1,574,048 | 823,593 | |||||||||||||||
Shareholder litigation settlement expense (a) |
| | 17,650,000 | | | |||||||||||||||
Income (loss) from operations |
5,225,337 | 20,324,053 | (6,856,224 | ) | 1,540,362 | 30,480,468 | ||||||||||||||
Net income (loss) |
3,637,041 | 15,026,476 | (4,087,679 | ) | 1,056,516 | 18,881,742 | ||||||||||||||
Income (loss) per common and common
equivalent shares |
||||||||||||||||||||
Basic |
$ | 0.06 | $ | 0.24 | $ | (0.07 | ) | $ | 0.02 | $ | 0.33 | |||||||||
Diluted |
$ | 0.06 | $ | 0.23 | $ | (0.07 | ) | $ | 0.02 | $ | 0.30 | |||||||||
Weighted average number of common and common
equivalent shares outstanding |
||||||||||||||||||||
Basic |
62,371,004 | 62,621,174 | 61,984,240 | 61,303,939 | 57,232,329 | |||||||||||||||
Diluted |
64,070,869 | 65,685,667 | 61,984,240 | 63,556,246 | 62,319,590 |
As of December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Balance Sheet Data |
||||||||||||||||||||
Working capital |
$ | 80,642,516 | $ | 83,953,166 | $ | 37,813,576 | $ | 34,663,101 | $ | 51,100,989 | ||||||||||
Total assets |
130,015,506 | 137,763,401 | 119,837,689 | 112,241,247 | 109,452,578 | |||||||||||||||
Total current liabilities |
10,956,199 | 12,473,616 | 18,302,688 | 7,586,701 | 8,933,939 | |||||||||||||||
Total long term obligations |
| 11,695 | 230,973 | 76,188 | | |||||||||||||||
Total stockholders equity |
$ | 112,526,262 | $ | 120,636,750 | $ | 99,328,539 | $ | 103,738,375 | $ | 99,910,783 |
a) | In 2006 we reached an agreement to settle our securities class action and shareholder derivative lawsuits. |
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is
designed to provide a reader of our financial statements with a narrative from the perspective of
our management on our financial condition, results of operations, liquidity and certain other
factors that may affect our future results. Our MD&A is presented in eight sections:
| Executive Overview and Key Strategic Initiatives | |
| 2008 Overview | |
| 2009 Outlook | |
| Results of Operations | |
| Liquidity and Capital Resources | |
| Contractual Obligations | |
| Off-Balance-Sheet Arrangements | |
| Critical Accounting Estimates |
Our MD&A should be read in conjunction with the other sections of this annual report on Form
10-K, including Part I, Item 1A: Risk Factors Part II, Item 6: Selected Financial Data and
Part II, Item 8: Financial Statements and Supplementary Data. The various sections of this MD&A
contain a number of forward-looking statements, all of which are based on our current expectations
and could be affected by the uncertainties and risk factors described throughout this filing.
Executive Overview and Key Strategic Initiatives
Our mission is to protect life by providing safer, more effective use of force options and
technologies. We are a market leader in the development and manufacture of advanced electronic
control devices (ECDs) designed for use in the law enforcement, military, corrections, private
security and personal defense markets. We continue to focus our efforts on the development of our
technology for both new and existing products that further our mission. At the same time we have
established industry leading training services to provide our users a comprehensive overview of
TASER ECDs use-of-force, legal and policy issues, medical information and risk mitigation. We have
built a network of distribution channels for selling and marketing our products and services to law
enforcement agencies, primarily in North America, with ongoing focus and effort placed on expanding
these programs in international, military and other markets. Over 14,000 law enforcement agencies
in over 45 countries have made initial purchases of our TASER brand devices for testing or
deployment. To date, we do not know of any significant sales of any competing ECD products.
Our key strategies include:
| Increase market penetration in both the United States and international law enforcement, military and corrections markets. We believe that a large portion of these markets that do not currently use our products presents an opportunity for our future growth, particularly with respect to international law enforcement agencies. | ||
| Grow our presence in the private citizen market. Having demonstrated the effectiveness of our technology in the professional law enforcement community, we aim to leverage this experience to increase our presence in the private citizen market. At the forefront of this initiative is the TASER C2 personal protector, which we launched in the third quarter of 2007. As our flagship consumer product we intend to increase consumer awareness of the TASER C2 by expanding the marketing and distribution of this product in 2009. | ||
| Further develop our presence in government and military markets. We intend to continue to place a strong emphasis on supporting our military customers through our Government and Military Programs business group and our Senior Executive Advisory Group (SEAG) comprised of a team of professionals with extensive military, homeland defense and law enforcement experience with the purpose of advising on business development in support of military users. The primary focus of these groups is placed on supporting military use for our existing hardware as well as increasing technology development through contracted support. In 2008, we entered into a multiphase science and technology contract with the Joint Non-Lethal Weapons Directorate (JNLWD) of the U.S Department of Defense to develop a 40mm projectile version, compatible with already fielded weapons, which allows for extension and improvement of our existing eXtended Range Electronic Projectile (XREP) technology. In 2007, we received a five-year indefinite delivery, indefinite quantity contract with the United States Military with the possibility of future orders up to a maximum value of $22.8 million. |
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| Continued investment in development of innovative new products, which both complement and add to our existing platforms. These development efforts include the following products which we expect to be available for sale during 2009: |
1. | The TASER AXON is an on officer tactical networkable computer that initially combines advanced video and audio recording capabilities that integrates with existing communication platforms. The technology allows officers to record video and audio of critical incidents from the visual perspective of the officer. The AXON is designed to be an information multiplier for the officer, providing an unbiased view of situations that the officer chooses to record. We expect the AXON will be available for sale in the third quarter of 2009. | ||
2. | EVIDENCE.com is a new integrated digital multi-media evidence storage and management platform which works in conjunction with the TASER AXON device. We consider this is a major platform-computing initiative, utilizing advanced Web 3.0 technology to create an integrated end-to-end solution to seamlessly capture, store securely, and analyze digital evidence and information that enables tactical and strategic decision making by law enforcement, as well as for legal evidentiary use. We anticipate that EVIDENCE.com will be available for sale in the third quarter of 2009. | ||
3. | Our wireless eXtended Range Electromuscular Projectile (XREP) was initially developed in 2007 with a focus on design for manufacturability. A production projectile is expected to be available for sale in the second quarter of 2009 following field trials throughout 2008. | ||
4. | Our TASER Shockwave is the first generation of products from the TASER Remote Area Denial (T-RAD) platform. Shockwave is a command activated area denial system consisting of a modular 6-shot TASER ECD that covers a 22-degree arc area and a range of 25 feet. The modular design allows the end user flexibility to configure the units in numerous combinations to facilitate an optimized response for every deployment. Initial engineering prototypes of Shockwave were developed and tested in 2007. Advanced prototypes were made available for customer test and evaluation in 2008 and we expect to have production units available for sale in the second quarter of 2009. |
| Continued application for patents and intellectual property rights to protect key technology in our products and further attempt to protect our competitive position. | ||
| Continued aggressive litigation defense to protect our brand equity. We have assembled a team of world class medical experts and hired additional internal legal resources to provide an efficient means of defending the Company against numerous product liability claims. Through March 2009, we have had a total of 82 cases dismissed or defense judgments in our favor. We view a continued record of successful litigation defense as a key factor for our long term growth and success. |
2008 Overview
Management believes that its ability to achieve a balance between growing our core business
and building the foundations for future growth is the key to increasing long-term shareholder
value. Our 2008 performance and the initiatives we have put in place reflect our continuing
commitment to achieving this balance. While we experienced a noticeable decline in domestic
municipal spending during 2008 as a result of the economic downturn, we were encouraged by the
increasing momentum in international acceptance of our products. We remained focused on sustaining
an efficient operating environment to enhance gross margin levels and made significant investments
in our future by expanding our research and development programs for both hardware and software.
Some 2008 highlights include the following:
| Although the majority of our sales occur in North American markets, which were negatively impacted by adverse economic conditions, we continued to focus our efforts on markets outside the U.S. and, during 2008, our International sales continued to grow in significance, accounting for approximately 18% of our total sales compared to 15% in 2007 and 14% in 2006. In particular, 2008 international sales included some significant advances in the United Kingdom, which, following extensive trial and evaluation of our products, announced plans to fund 10,000 TASER ECDs for police officers in England and Wales. We shipped our products to more than 50 countries during 2008, the more significant of which included the U.K, France, Canada, Korea, Australia and Brazil. |
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| The TASER C2 personal protector and accessories, generated revenues of approximately $6.1 million, or 7% of our net sales, for the year. | ||
| We continue to remain focused on improving our gross margins. Our gross margin improved to 61.4% in 2008 compared to 57.1% in 2007, primarily as a result of concerted efforts to control costs and improve manufacturing efficiency and quality. | ||
| We invested $12.9 million in research and development programs during 2008 with a concerted effort made to bring AXON, XREP and Shockwave products to market in 2009, in addition to our ongoing development of other products in the pipeline. | ||
| Our strategy of vigorously defending against product liability lawsuits continues to be successful. Courts dismissed 18 lawsuits against us in 2008. We believe these dismissals serve to highlight the extensive medical and scientific evidence confirming the general safety of TASER technology. | ||
| We generated $8.1 million in cash from operations in 2008 and ended the year with $49.4 million in cash and short term investments with zero debt. In times of economic uncertainty, we feel our strong balance sheet allows us the flexibility to invest in our key strategic and growth initiatives. |
2009 Outlook
Despite the challenging global economic environment we face in 2009, our view is that this
presents us with an opportunity to extend our technological and market leadership. Our goals are
to continue making investments towards future growth initiatives including investment in ongoing
research and development programs, recruit highly skilled personnel to drive new product
development and increase our sales and marketing efforts. We intend to pursue increased market
penetration in our primary target markets with continued focus on increasing our international
presence. We believe that our planned new product introductions in 2009 and other key initiatives
identified above will position us to emerge from the economic downturn in a strong position to
drive future revenue growth.
Results of Operations
The following table presents data from 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):
Year ended December 31, | ||||||||||||||||||||||||
2008 | 2007 | 2006 | ||||||||||||||||||||||
Net sales |
$ | 92,845 | 100 | % | $ | 100,727 | 100 | % | $ | 67,718 | 100 | % | ||||||||||||
Cost of products sold |
35,841 | 39 | % | 43,167 | 43 | % | 24,539 | 36 | % | |||||||||||||||
Gross margin |
57,004 | 61 | % | 57,560 | 57 | % | 43,179 | 64 | % | |||||||||||||||
Sales, general and administrative expenses |
38,861 | 42 | % | 32,814 | 33 | % | 29,681 | 44 | % | |||||||||||||||
Research and development expenses |
12,918 | 14 | % | 4,422 | 4 | % | 2,705 | 4 | % | |||||||||||||||
Shareholder litigation settlement expense |
| | | | 17,650 | 26 | % | |||||||||||||||||
Income (loss) from operations |
5,225 | 6 | % | 20,324 | 20 | % | (6,857 | ) | -10 | % | ||||||||||||||
Interest and other income, net |
1,718 | 2 | % | 2,202 | 2 | % | 1,873 | 3 | % | |||||||||||||||
Income (loss) before income taxes |
6,943 | 7 | % | 22,526 | 22 | % | (4,984 | ) | -7 | % | ||||||||||||||
Provision (benefit) for income taxes |
3,306 | 4 | % | 7,500 | 7 | % | (896 | ) | -1 | % | ||||||||||||||
Net income (loss) |
$ | 3,637 | 4 | % | $ | 15,026 | 15 | % | $ | (4,088 | ) | -6 | % | |||||||||||
Net Sales
For the years ended December 31, 2008, 2007 and 2006, sales by product line and by geography
were as follows (dollars in thousands ):
2008 | 2007 | 2006 | ||||||||||||||||||||||
Sales by Product Line |
||||||||||||||||||||||||
TASER X26 |
$ | 51,733 | 56 | % | $ | 61,638 | 61 | % | $ | 45,241 | 67 | % | ||||||||||||
TASER C2 |
6,127 | 7 | % | 3,983 | 4 | % | | | ||||||||||||||||
TASER Cam |
3,304 | 3 | % | 4,012 | 4 | % | 2,289 | 3 | % | |||||||||||||||
ADVANCED TASER |
3,422 | 4 | % | 2,412 | 2 | % | 2,578 | 4 | % | |||||||||||||||
Single Cartridges |
20,526 | 22 | % | 25,250 | 25 | % | 15,269 | 23 | % | |||||||||||||||
Other |
7,733 | 8 | % | 3,432 | 4 | % | 2,341 | 3 | % | |||||||||||||||
Total |
$ | 92,845 | 100 | % | $ | 100,727 | 100 | % | $ | 67,718 | 100 | % | ||||||||||||
Sales by Geographic Area | 2008 | 2007 | 2006 | |||||||||||||||||||||
United States |
82 | % | 85 | % | 86 | % | ||||||||||||||||||
Other Countries |
18 | % | 15 | % | 14 | % | ||||||||||||||||||
Total |
100 | % | 100 | % | 100 | % | ||||||||||||||||||
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Net sales for the year ended December 31, 2008 were $92.8 million, a decrease of $7.9 million,
or 8%, compared to $100.7 million in 2007. The decrease in 2008 was primarily driven by a decline
in sales of our core X26 product line and single cartridges which we believe reflects lower
municipal spending in the U.S. as agencies experienced constrained budgets due to prevailing
adverse economic conditions. This resulted in reduced sales of the TASER X26 product line which
decreased by $9.9 million, or 16%, to $51.7 million in 2008 compared to $61.6 million in 2007.
Single cartridge sales also decreased by $4.7 million, or 19% to $20.5 million in 2008 compared to
$25.2 million in 2007. Partially offsetting these decreases was a full years sales in 2008 of the
TASER C2 Personal Protector product which began shipping in July 2007. Sales of the TASER C2 were
$6.1 million in 2008, an increase of $2.1 million over the same period in 2007. Additionally, sales
of the Advanced TASER increased by $1.0 million mainly due to a large purchase made by an
international customer in the first quarter of 2008 and other sales grew $4.3 million due to a $2.0
million increase in out of warranty replacement and extended warranty
sales as well as $2.1 million
reduction of cash and distributor discounts in 2008. Other sales also include government grant,
training and shipping revenues.
Net sales increased $33.0 million, or 49%, to $100.7 million in 2007 compared to $67.7 million
in 2006. The growth in 2007 was primarily the result of increased sales to our core law enforcement
market with new agencies deploying TASER technology following test and evaluation periods and from
agencies continuing to expand the use of TASER devices. This resulted in higher sales of the TASER
X26 product line which increased $16.4 million, or 36%, to $61.6 million in 2007 compared to $45.2
million in 2006. Single cartridge sales increased $10.0 million, or 65%, to $25.3 million in 2007
compared to $15.3 million in 2006 which is a function of the growing installed base of units in the
field. We began shipping our TASER C2 Personal Protector product in July 2007 which contributed
$4.0 million of sales in 2007. Also contributing to the growth in net sales for the year ended
December 31, 2007 was a full years sales of the TASER Cam product which was introduced at the end
of the second quarter of 2006. Sales of the TASER Cam were $4.0 million for the year ended December
31, 2007, an increase of $1.7 million, or 75%, over 2006. Other sales include extended warranty,
out of warranty replacements, training, shipping and research funding revenues net of cash and
distributor discounts.
International sales for 2008 and 2007 represented approximately $17.0 million, or 18% of total
net sales, and $15.3 million or 15% of total net sales, respectively. International sales
represented approximately $9.3 million or 14% of total net sales in 2006. The growth in
international sales in both 2008 and 2007 reflects our continued commitment to marketing efforts in
countries outside the United States. In particular, 2008 international sales included some
significant advances in the United Kingdom, which following extensive trial and evaluation of our
products, announced plans to fund 10,000 TASER ECDs for police officers in England and Wales. We
shipped the first 5,000 of these units in the fourth quarter of 2008.
Cost of Products Sold
Cost of products sold decreased by $7.3 million, or 17%, to $35.8 million in 2008 compared to
$43.1 million in 2007. As a percentage of net sales, cost of products sold decreased to 38.6% in
2008 compared to 42.8% in 2007. The 420 basis point improvement in 2008 compared to 2007 was the
result of a combination of factors. The $2.1 million reduction in our cash and distributor sales
discounts and the $2.0 million growth in extended warranty and out of warranty replacement revenue
contributed to the reduction in cost of products sold as a percentage of net sales. Total direct
manufacturing costs in 2008 decreased primarily as the result of a $2.5 million reduction in
temporary labor and overtime costs while product materials costs decreased due to improved supplier
pricing negotiated on various raw material components. Indirect manufacturing costs declined as a
percentage of net sales resulting from lower variable manufacturing costs including scrap expense,
freight and engineering supplies, a function of improved product quality and operating efficiencies
as well as reduced levels of production. In addition, our allocation of manufacturing overhead to
inventory increased due to a reduction in direct production hours during 2008 combined with an
increase in labor hours in finished goods inventory at December 31, 2008 compared to December 31,
2007.
Cost of products sold increased by $18.6 million, or 75.9%, to $43.1 million in 2007 compared
to $24.5 million in 2006. As a percentage of net sales, cost of products sold increased to 42.8% in
2007 compared to 36.2% in 2006. The increase in cost of products sold as a percentage of net sales
for 2007 compared to 2006 was driven by the following combination of factors. We experienced a
change in sales mix with growth as percentage of net sales in lower margin cartridge sales and
TASER Cams and the introduction of our lower margin C2 product line. We also experienced a rise in
raw material costs due to higher prices for plastics and printed circuit board assemblies. In
combination, these factors contributed to a 220 basis point increase in the cost of products sold
as a percentage of revenue in 2007 compared to 2006. Also in the second half of 2007, production of
our new TASER C2 created a number of production challenges related to the integration of new
production lines and personnel which, in combination, initially generated significant line
inefficiencies and product scrap. To address the initial low production yield issues, some
engineering modifications were made to the injection molding tooling and printed circuit board
design to establish a more efficient assembly process. These modifications added significant
incremental time to the assembly of each C2 produced and also resulted in inventory rework. The
related increases in direct labor, scrap expense and engineering supplies accounted for 200 basis
points, 150 basis points and 40 basis points toward the 660 basis point increase in cost of
products sold as a percentage of net sales for 2007 compared to 2006. An increase in warranty and
obsolescence reserves also contributed 50 basis points to the increase in cost of products sold as
a percentage of net sales. The increase in warranty reserves was primarily driven by higher sales
of the X26 and the introduction of the C2, while reserves for excess and obsolete inventory
increased related to some slow moving parts. These increases were partially offset by improved
leverage of our indirect labor and other manufacturing expenses over larger product volumes.
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Gross Margin
Gross margin decreased $0.6 million to $57.0 million in 2008 compared to $57.6 million in
2007. As a percentage of net sales, gross margins increased to 61.4% in 2008 compared to 57.1% in
2007. The 430 basis point improvement in gross margin in 2008 was attributable to the decrease in
direct and indirect manufacturing costs as a percentage of net sales for the reasons noted above
under the discussion of cost of products sold.
Gross margin increased $14.4 million, or 33.3%, to $57.6 million in 2007 compared to $43.2
million in 2006. As a percentage of net sales, gross margins decreased to 57.1% in 2007 compared to
63.8% for 2006. This decrease 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 years ended December 31, 2008, 2007 and 2006, sales, general and administrative
expenses were comprised as follows (dollars in thousands) :
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||
$ | % | $ | % | |||||||||||||||||||||||||||||
2008 | 2007 | Change | Change | 2007 | 2006 | Change | Change | |||||||||||||||||||||||||
Salaries and benefits |
$ | 9,004 | $ | 7,009 | $ | 1,995 | 28.5 | % | $ | 7,009 | $ | 5,565 | $ | 1,444 | 25.9 | % | ||||||||||||||||
Legal, professional and accounting |
5,899 | 5,813 | 86 | 1.5 | % | 5,813 | 7,024 | (1,211 | ) | -17.2 | % | |||||||||||||||||||||
Consulting and lobbying services |
3,478 | 2,455 | 1,023 | 41.7 | % | 2,455 | 2,274 | 181 | 8.0 | % | ||||||||||||||||||||||
Travel and meals |
3,739 | 3,762 | (23 | ) | -0.6 | % | 3,762 | 3,312 | 450 | 13.6 | % | |||||||||||||||||||||
D&O and liability insurance |
2,191 | 2,027 | 164 | 8.1 | % | 2,027 | 2,121 | (94 | ) | -4.4 | % | |||||||||||||||||||||
Advertising |
2,085 | 931 | 1,154 | 124.0 | % | 931 | 437 | 494 | 113.0 | % | ||||||||||||||||||||||
Depreciation and amortization |
1,635 | 1,557 | 78 | 5.0 | % | 1,557 | 1,342 | 215 | 16.0 | % | ||||||||||||||||||||||
Stock based compensation |
1,552 | 987 | 565 | 57.2 | % | 987 | 820 | 167 | 20.4 | % | ||||||||||||||||||||||
Bonuses |
345 | 1,138 | (793 | ) | -69.7 | % | 1,138 | 546 | 592 | 108.4 | % | |||||||||||||||||||||
Other |
8,933 | 7,135 | 1,798 | 25.2 | % | 7,135 | 6,240 | 895 | 14.3 | % | ||||||||||||||||||||||
Total |
$ | 38,861 | $ | 32,814 | $ | 6,047 | 18.4 | % | $ | 32,814 | $ | 29,681 | $ | 3,133 | 10.6 | % | ||||||||||||||||
Sales, general and administrative as percentage of net sales |
41.9 | % | 32.6 | % | 32.6 | % | 43.8 | % |
Sales, general and administrative expenses were $38.9 million and $32.8 million in 2008 and
2007, respectively, an increase of $6.0 million, or 18.4%. As a percentage
of total net sales, sales, general and administrative expenses increased to 41.9% during 2008
compared to 32.6% in 2007. The dollar increase during 2008 over 2007 is attributable to a
combination of factors. Specifically, salaries and benefits grew $2.0 million related to the
addition of personnel to support the expansion of our business infrastructure combined with an
annual salary increase effective January 1, 2008 as well as higher cost of benefits. Advertising
expense increased $1.2 million primarily due to expensing of $550,000 in production costs of the
TASER C2 infomercial as well as ongoing promotion and infomercial airing costs. Consulting and
lobbying services increased $1.0 million primarily attributable to strategic selling and marketing,
advertising and process improvement related efforts. In addition, stock based compensation
increased $565,000 related to stock options granted in 2008 and D&O and liability insurance costs
are up $164,000 from increased annual premiums. The $1.8 million increase in other expense is
primarily attributable to a $500,000 increase in recruiting and relocation expenses driven by
hiring of new vice presidents of sales, marketing, IT and HR, a $401,000 increase in trade show
expenses and a $278,000 increase in computer licensing and maintenance fees. These increases were
partially offset by a $793,000 decrease in bonuses due to the lower pre-tax income in 2008 as well
as a program which allowed employees to opt out of the cash based bonus program for two years in
exchange for additional stock options.
Sales, general and administrative expenses were $32.8 million and $29.7 million in 2007 and
2006, respectively, an increase of $3.1 million, or 10.6% in 2007 compared to 2006. As a percentage
of total net sales, sales, general and administrative expenses decreased to 32.6% during 2007
compared to 43.8% in 2006. The dollar increase in 2007 over 2006 is substantially attributable to
$1.4 million of growth in salaries and benefits related to an increase in support personnel, annual
salary adjustments and higher benefit costs. Bonuses increased $592,000 due to the improved
operating results in 2007, travel and meals increased $450,000 mainly as a result of the higher
sales related activity, depreciation and amortization increased $215,000 related to acquisitions of
computer and office equipment, stock based compensation increased $167,000 associated with stock
options granted in 2007 and consulting and lobbying costs increased $181,000 primarily due to
higher expert witness fees. Advertising expense increased $494,000 primarily related to the TASER
C2 launch and sales commissions increased in line with the increase in total sales. Offsetting
these increases was a $1.2 million decrease in legal, professional and accounting costs primarily
due to a reduction in legal fees attributable to the timing of proceedings of our outstanding
litigation as well as four cases where we exceeded our insurance deductible, subsequent to which we
are reimbursed for expenses incurred.
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Research and Development Expenses
Research and development expenses increased $8.5 million, or 192%, to $12.9 million in 2008
compared to $4.4 million in 2007. The increase is driven by a
$4.2 million increase in third party
consulting costs primarily associated with the development of AXON. In addition, there was $1.4
million growth in salary and benefit costs attributable to increased headcount combined with an
annual salary increase effective January 1, 2008, and a $1.3 million increase in indirect supplies
to support our continuing efforts to develop new products including AXON, XREP (Extended Range
Electro-Muscular Projectile) and Shockwave. We expect to further increase research and development
spending in 2009 as we continue development of new products in the pipeline.
Research and development expenses for 2007 were $4.4 million, an increase of $1.7 million, or
63% compared to 2006. The increase is predominantly related to salary related costs and production
materials in the development of new products such as the TASER C2, XREP and Shockwave.
Shareholder Litigation Settlement Expense
Litigation settlement expenses for the 2006 represented $17.65 million recorded in the second
quarter of 2006 as a result of the settlement of our shareholder class action litigation and
derivative lawsuits.
Interest and Other Income, Net
Interest and other income decreased by $484,000, or 22%, to $1.7 million in 2008 compared to
$2.2 million in 2007. This was attributable to a $710,000 decrease in interest income due to lower
average yields on our investments, partially offset by an increase in total average funds invested
during 2008 compared to 2007. Our cash and investment accounts earned interest at an average rate
of approximately 2.5% during 2008 compared to 4.2% in 2007. The decrease in interest income was
partially offset by other income of $405,000 related to the unused deferred insurance settlement
proceeds recognized in the second quarter of 2008 upon the dismissal of all final appeals in a
personal injury case.
Interest and other income increased $330,000, or 18%, to $2.2 million for 2007 compared to
$1.9 million for 2006. The increase is mainly attributable to the increase in average cash and
investment balances on hand as well as higher average yields on our cash and investments, 4.2% in
2007 compared to 3.9% in 2006. Our average outstanding cash, cash equivalent and investment balance
was approximately $49.4 million in 2007 compared to $47.3 million in 2006.
Provision for Income Taxes
The provision for income taxes decreased by $4.2 million to $3.3 million in 2008 compared to
$7.5 million in 2007. The effective income tax rate for 2008 was 47.6% compared to 33.3% for 2007.
Contributing to the increase in effective tax rate is the higher impact of certain non-deductible items such as
lobbying expenses against a lower taxable income for the year ended December 31, 2008. In addition,
the 2008 effective tax rate is reduced by a reduced amount of research and development tax credits ($608,000 in 2008 vs. $2.0 million in 2007), which was partially
offset by an increase in the liability for unrecognized tax benefits.
The provision for income taxes increased by $8.4 million to a provision of $7.5 million for
2007 compared to a benefit for income taxes of $0.9 million for 2006. The change in tax position is
due to the net income before taxes of $22.5 million in 2007 compared to the net loss before income
taxes of $5.0 million in 2006, which primarily resulted from the shareholder litigation expense of
$17.65 million recorded in the second quarter of 2006. The effective income tax rate for 2007 was
33.3% compared to (18.0) % for 2006. The effective rate in 2007 reflects the benefit of a research
and development tax credit study completed during 2007 which resulted in a $2.0 million reduction
in the provision for income taxes. The effective rate in 2006 reflects the recording of non tax
deductible items such as lobbying expenses and an impairment of the Arizona State NOL carryforward
of $250,000 in the second quarter of 2006, which reduced our effective tax benefit rate by 13.9%
and 5.0%, respectively.
Net Income (Loss)
Net income decreased by $11.4 million to $3.6 million in 2008 compared to $15.0 million in
2007. Income per basic and diluted share was $0.06 for 2008. This compares to income per basic and
diluted share of $0.24 and $0.23, respectively, in 2007.
Net income increased by $19.1 million to $15.0 million for 2007 compared to a net loss of $4.1
million for 2006. Income per basic and diluted share was $0.24 and $0.23, respectively, for 2007.
This compares to a loss per basic and diluted share of $0.07 for 2006.
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Liquidity and Capital Resources
The following table presents selected financial information at the end of the last three fiscal
years (dollars in thousands):
2008 | 2007 | 2006 | ||||||||||
Cash, cash equivalents and short term investments |
$ | 49,379 | $ | 51,301 | $ | 22,331 | ||||||
Accounts receivable, net |
16,794 | 11,692 | 10,068 | |||||||||
Inventory |
13,467 | 13,507 | 9,258 | |||||||||
Working capital |
80,643 | 83,953 | 37,814 | |||||||||
Net cash provided by operating activities |
8,118 | 13,923 | 7,482 | |||||||||
Net cash provided by (used in) investing activities |
8,117 | 7,006 | (3,556 | ) | ||||||||
Net cash (used in) provided by financing activities |
$ | (12,156 | ) | $ | 3,099 | $ | (1,504 | ) |
Liquidity
Our most significant sources of liquidity continue to be funds generated by operating
activities and available cash and cash equivalents. We believe funds generated from our expected
results of operations, available cash and cash equivalents, and short-term investments will be
sufficient to finance our operations and strategic initiatives for 2009. In addition, our revolving
credit facility is available for additional working capital needs or investment opportunities.
There can be no assurance, however, that we will continue to generate cash flows at or above
current levels or that we will be able to maintain our ability to borrow under our revolving credit
facility.
As of December 31, 2008, we had $49.4 million in cash, cash equivalents and short term
investments, a decrease of $1.9 million from the end of 2007 which is primarily attributable to our
use of $12.5 million to repurchase our common stock as well as investments in property and
equipment and intangible assets, partially offset by net proceeds from the maturities of investment
holdings. Net cash provided by operating activities was $8.1 million during 2008. We expect that
cash used / generated from accounts receivable, inventory and accounts payable in 2009 will remain
relatively consistent with 2008; however, we intend to manage these closely to align with
forecasted and actual sales and production levels. Accounts receivable at December 31, 2008
increased by $5.1 million compared to December 31, 2007, primarily as the result of a large
individual sale made to the U.K. Government in December 2008, which was paid in full in February
2009. Additionally, we expect to invest a further $6.0 to $10.0 million in capital expenditures in
2009, including $3.9 million in manufacturing automation equipment in the first half of 2009 and
anticipate continuing to invest in research and development in excess of 2008 levels as
we accelerate development of new products in the pipeline.
Net cash provided by operating activities was $8.1 million in 2008, compared with $13.9
million in 2007 and $7.5 million in 2006.
Net cash provided by operating activities during 2008 reflects non-cash changes to net income
including, depreciation and amortization expense of $2.6 million, stock-based compensation expense
of $2.4 million, provision for warranty expense and excess and
obsolete inventory of $1.0 million and the $2.1 million utilization of deferred tax assets. In
addition, prepaid and other assets decreased $1.9 million due to i) the net receipt of insurance
reimbursements of legal fees incurred in excess of policy retention limits; ii) a decrease in
prepaid advertising due to the expensing of TASER C2 infomercial production costs and iii)
amortization of prepaid liability and D&O insurance premiums. Deferred revenue also increased $2.1
million driven by extended warranty sales in 2008. Offsetting these items was a $5.1 million
increase in accounts receivable as noted above as well as a decrease in accounts payable and
accrued liabilities of $2.3 million, which reflects timing differences combined with a reduced rate
of material purchasing as well as the payment in January 2008 of $1.2 million for the second
installment for automation equipment which was accrued at December 31, 2007.
Net cash provided by operating activities for 2007 of $13.9 million was mainly attributable to
our net income for the period of $15.0 million, the $5.8 million utilization of deferred tax assets
and total other non cash adjustments to net income of $5.2 million including depreciation and
amortization expense of $2.5 million, stock-based compensation expense of $1.4 million and
provision for warranty expense of $1.0 million. In addition, deferred revenue related to the growth
in sales of extended warranties increased by $2.2 million. These cash sources were partially offset
by the final $8.0 million payment for the shareholder litigation settlement, a $4.5 million
increase in inventory primarily related to our building of TASER C2 and X26 inventory to satisfy
anticipated demand, and a $1.7 million increase in accounts receivable due to the higher sales
levels in December 2007 compared to December 2006. While the accounts receivable balance has
increased, our days sales outstanding ratio decreased; a function of both improved collections and
more customers taking advantage of cash discount offerings. In addition, prepaid and other assets
increased $2.2 million primarily related to insurance reimbursement receivables for four legal cases where we
have incurred costs in excess of our deductible, deferred infomercial production costs and
increased deferred liability insurance premiums.
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Net cash provided by investing activities was $8.1 million during 2008 which was comprised of
$15.0 million in net proceeds from maturing investments over investment purchases partially offset
by the use of $6.1 million to purchase property and equipment mainly related to new automation
equipment and computer storage solutions. In addition, we invested $746,000 in intangible assets,
primarily consisting of patent application costs.
Our investing activities provided $7.0 million for the 2007 which was comprised of a $11.5
million net decrease in our total investments caused by the maturity of some long term investments
partially offset by $4.1 million in acquisitions of property and equipment, which mainly related to
new automation equipment, production equipment for the TASER C2 manufacturing line and capitalized
website development costs. In addition, we invested $454,000 in intangible assets, primarily
consisting of patent applications.
During 2008, we utilized $12.2 million in financing activities, a function of the $12.5
million to repurchase 1.8 million shares of our common stock partially offset by $343,000 of
proceeds attributable to stock options exercised in the year.
During the year ended December 31, 2007, we generated $3.1 million from financing activities
attributable to stock options exercised in the year.
Capital Resources
On December 31, 2008, we had total cash and cash equivalents and short term investments of
$49.4 million.
We have a revolving line of credit with a domestic bank with a total availability of $10.0
million. The line is secured by substantially all of our assets, other than intellectual property,
and bears interest at varying rates, ranging from LIBOR plus 1.5% to prime. The line of credit
matures on June 30, 2010 and requires monthly payments of interest only. At December 31, 2008,
there were no borrowings under the line and all of the line was available based on the defined
borrowing base, which is calculated on our eligible accounts receivable and inventory. Our
agreement with the bank requires us to comply with certain financial and other covenants including
maintenance of minimum tangible net worth and fixed charge coverage. At December 31, 2008 we were
in compliance with all covenants.
We believe that our balance of total cash, cash equivalents and short term investments of
$49.4 million as of December 31, 2008, together with cash expected to be generated from operations
and our existing credit facility will be adequate to fund our operations for at least the next 12
months. We may require additional resources to expedite manufacturing of new and existing
technologies in order to meet possible demand for our products. Based on our strong balance sheet
and the fact we had no outstanding debt at December 31, 2008 we believe financing will be
available, both through our existing credit line and possible additional financing. However, there
is no assurance that such funding will be available, or on terms acceptable to us. Capital markets
in the United States and throughout the world remain disrupted and under stress. This disruption
and stress is evidenced by a lack of liquidity in the debt capital markets, the re-pricing of
credit risk in the syndicated credit market and the failure of certain major financial
institutions. This stress is compounded by the ongoing severe worldwide recession. Despite
actions of the U.S. federal government, these events have contributed to worsening general economic
conditions that are materially and adversely impacting the broader financial and credit markets and
reduced the availability of debt capital for the market as a whole. Reflecting this concern, many
lenders and capital providers have reduced, and in some cases ceased to provide, debt funding to
borrowers. The resulting lack of available credit, lack of confidence in the financial sector,
increased volatility in the financial markets and reduced business activity could materially and
adversely affect our ability to obtain additional or alternative financing.
Contractual Obligations
The following table outlines our future contractual financial obligations by period in which
payment is expected, in thousands, as of December 31, 2008:
Less than | After | |||||||||||||||||||
Total | 1 year | 1-3 years | 4-5 years | 5 years | ||||||||||||||||
Non-cancelable operating leases |
$ | 773 | $ | 232 | $ | 470 | $ | 71 | $ | | ||||||||||
Purchase obligations |
$ | 3,884 | 3,884 | | | | ||||||||||||||
Total contractual cash obligations |
$ | 4,657 | $ | 4,116 | $ | 470 | $ | 71 | $ | | ||||||||||
Purchase obligations consist of $3.9 million of payments for the installation and delivery of
equipment. On July 2, 2007, we entered into a contract with ATS Automation Tooling Systems Inc. for
the purchase of equipment at a cost of approximately
$8.4 million which includes $0.7 million of change
orders made in the first quarter of 2008 for additional equipment. Following some construction
delays, the equipment is expected to be delivered to and installed at
our Scottsdale facility in the second quarter of
2009. Payments are to be made in installments, with an initial $1.5 million deposit paid
in 2007, $3.0 million paid during 2008 and the balance of $3.9 million is
expected to be paid in 2009.
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We are subject to U.S. federal income tax as well as income tax of multiple-state
jurisdictions. As of December 31, 2008, we had $1.5 million of gross unrecognized tax benefits
related to uncertain tax positions. The settlement period for our long-term income tax liabilities
cannot be determined, however, the liabilities are not expected to become due within the next
twelve months.
Off Balance Sheet Arrangements
We had no off balance sheet arrangements as of December 31, 2008.
Critical Accounting Estimates
We have identified the following accounting estimates as critical to our business operations
and the understanding of our results of operations. The preparation of this annual report on Form
10-K 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 our actual results will not differ from those estimates. The effect of these
policies on our business operations is discussed below.
Standard Product Warranty Reserves
We warrant our law enforcement ECDs from manufacturing defects on a limited basis for a
period of one year after purchase, and thereafter will replace any defective TASER unit for a fee.
We warrant our new TASER C2 product for 90 days. We track historical data related to returns and
warranty costs on a quarterly basis, and estimate future warranty claims by applying our weighted
average rolling four quarter return rate to our product sales for the period. In the fourth quarter
of 2007, we made a revision to the basis of calculating the four quarter return rate as the result
of being able to more accurately capture data relating to the number of units replaced under
standard warranty versus extended warranty terms. In addition, given the trend of sales growth
experienced in 2007, particularly in the second half of the year, the estimated four quarter return
rate was weighted to account for the higher return rate experienced in those periods. 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 December 31, 2008, our reserve
for warranty returns was $615,000 compared to a $919,000 reserve at December 31, 2007. Our reserve
for warranty returns decreased at December 31, 2008 as the result of a reduced returns experience,
particularly in our X26 product line which we believe is a function of continuing improvements made
in the manufacturing and quality processes. In the event that product returns under warranty differ
from our estimates, changes to warranty reserves might become necessary.
Inventory
Inventories are stated at the lower of cost or market, with cost determined using the weighted
average cost of raw materials, which approximates the first-in, first-out (FIFO) method, and an allocation of manufacturing labor and overhead costs. The allocation of manufacturing labor and overhead costs includes management judgements
of what constitutes normal capacity of our production facilities, and a determination of what costs are considered to be abnormal fixed production costs which are expensed as current period charges in accordance with SFAS 151.
Provisions are made to
reduce potentially excess, obsolete or slow-moving inventories to their net realizable value. These
provisions are based on our best estimates after considering historical demand, projected future
demand, inventory purchase commitments, industry and market trends and conditions and other
factors. Our reserve for excess and obsolete inventory decreased to $130,000 at December 31, 2008
compared to $321,000 at December 31, 2007 due to the net write off of slow moving raw material
components. In the event that actual excess, obsolete or slow-moving inventories differ from these
estimates, changes to inventory reserves might become necessary.
Accounts Receivable
Sales are typically made on credit and we generally do not require collateral. We perform
ongoing credit evaluations of our customers financial condition and maintain an allowance for
estimated potential losses. Uncollectible accounts are written off when deemed uncollectible, and
accounts receivable are presented net of an allowance for doubtful accounts. This allowance
represents our best estimate and is based on our judgment after considering a number of factors
including third-party credit reports, actual payment history, customer-specific financial
information and broader market and economic trends and conditions. Our allowance for doubtful
accounts was $200,000 at December 31, 2008 compared to $190,000 at December 31, 2007. In the event
that actual uncollectible amounts differ from these estimates, changes in allowances for doubtful
accounts might become necessary.
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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.
In July 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes
(FIN 48), which we adopted effective January 1, 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 if any. Interest and penalties are
recorded in the provision for income taxes. In 2007, we completed a research and development tax
credit study which identified $3.1 million in tax credits for Federal and Arizona income tax
purposes related to the 2003 through 2006 tax years and an estimate for the 2007 tax year, and as a
result, we recognized $2.0 million in 2007 as a reduction in income tax expense. Additionally, we
have estimated another $869,000 of tax credits is available for Federal and Arizona purposes for
the 2008 tax year. We made the determination that it was not more likely than not that the full
benefit of these research and development tax credits would be sustained on examination and have
increased the liability for unrecognized tax benefits by $592,000 to $1.7 million as of December 31, 2008.
Also included as part of the $1.7 million liability for unrecognized tax benefits is a management
estimate of $106,000 related to uncertain tax positions for certain state income tax liabilities.
Our estimates are based on the information available to us at the time we prepare the income tax
provisions. Our income tax returns are subject to audit by federal, state, and local governments,
generally years after the returns are filed. These returns could be subject to material adjustments
or differing interpretations of the tax laws.
Our calculation of current and deferred tax assets and liabilities is based on certain
estimates and judgments and involves dealing with uncertainties in the application of complex tax
laws. Our estimates of current and deferred tax assets and liabilities may change based, in part,
on added certainty or finality to an anticipated outcome, changes in accounting or tax laws in the
United States, or changes in other facts or circumstances. In addition, we recognize liabilities
for potential United States tax contingencies based on our estimate of whether, and the extent to
which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or
if the recorded tax liability is less than our current assessment, we may be required to recognize
an income tax benefit or additional income tax expense in our 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 well as the ultimate realization of sufficient future taxable
income. 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 Net Operating Losses (NOLs). In the second quarter of 2008, we recorded an additional
$250,000 valuation allowance against the same deferred tax assets.
In the fourth quarter of 2008, management updated its analysis regarding its ability to utilize
the Arizona NOL to reflect the results of current operations, including the reversal of the
punitive damages accrual of $5,200,000 relating to the Heston litigation in the fourth
quarter of 2008, as well as its future business plans. Based on this updated analysis,
management reduced its valuation allowance against the deferred tax assets for
Arizona NOLs from $500,000 to $200,000 at December 31, 2008.
We believe that, other than as
previously described, as of December 31, 2008, 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.
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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 vest (forfeitures). We granted 811,000 of performance-based stock options in 2008,
the exercise of which is contingent upon the completion of certain performance criteria including
the successful development and market acceptance of future product introductions as well as our
future operating performance. These options will vest and compensation expense will be recognized
based on managements best estimate of the probability of the performance criteria being satisfied
using the most currently available projections of future product adoption and operating
performance, adjusted at each balance sheet date. Changes in the subjective and probability based
assumptions can materially affect the estimate of fair value of stock-based compensation and
consequently, the related amount recognized on our statements of operations. Refer to Note 1(p) 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.
Item 7A. 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 debt 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 we sell securities that have declined in market value
due to changes in interest rates. However, because we classify our debt securities as
held-to-maturity, no gains or losses are recognized due to changes in interest rates. These
securities are reported at amortized cost, which approximates fair value. As of December 31, 2008,
we performed a sensitivity analysis on our fixed rate financial investments. According to our
analysis, a change in interest rates of 50 basis points would result in a change in the fair market
values for these investments of approximately $2,000. This investment was called at par value by
the issuer in February 2009.
Additionally, we have access to a line of credit borrowing facility which bears interest at
varying rates, ranging from LIBOR plus 1.5% to prime. At December 31, 2008, there was no amount
outstanding under the line of credit and the available borrowing under the line of credit was $10.0
million. We have not borrowed any funds under the line of credit since its inception, however,
should we need to do so in the future, such borrowings could be subject to adverse or favorable
changes in the underlying interest rate.
Exchange Rate Risk
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.
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Item 8. Financial Statements and Supplementary Data
TASER INTERNATIONAL, INC.
BALANCE SHEETS
December 31,
BALANCE SHEETS
December 31,
2008 | 2007 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 46,880,435 | $ | 42,801,461 | ||||
Short-term investments |
2,498,998 | 8,499,978 | ||||||
Accounts receivable, net of allowance of $200,000 and $190,000 in 2008 and 2007, respectively |
16,793,553 | 11,691,553 | ||||||
Inventory |
13,467,117 | 13,506,804 | ||||||
Prepaids and other assets |
2,528,539 | 4,318,661 | ||||||
Deferred income tax assets, net |
9,430,073 | 15,608,325 | ||||||
Total current assets |
91,598,715 | 96,426,782 | ||||||
Long-term investments |
| 9,006,493 | ||||||
Property and equipment, net |
27,128,032 | 23,599,680 | ||||||
Deferred income tax assets, net |
8,826,778 | 6,724,104 | ||||||
Intangible assets |
2,447,011 | 1,925,139 | ||||||
Other long-term assets |
14,970 | 81,203 | ||||||
Total assets |
$ | 130,015,506 | $ | 137,763,401 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 3,856,961 | $ | 7,304,112 | ||||
Accrued liabilities |
4,275,907 | 2,784,027 | ||||||
Current portion of deferred revenue |
2,510,645 | 1,694,644 | ||||||
Customer deposits |
312,686 | 266,728 | ||||||
Deferred insurance settlement proceeds |
| 404,848 | ||||||
Current portion of capital lease obligations |
| 19,257 | ||||||
Total current liabilities |
10,956,199 | 12,473,616 | ||||||
Deferred revenue, net of current portion |
4,840,965 | 3,541,267 | ||||||
Liability for unrecorded tax benefits |
1,692,080 | 1,100,073 | ||||||
Capital lease obligations, net of current portion |
| 11,695 | ||||||
Total liabilities |
17,489,244 | 17,126,651 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity |
||||||||
Preferred stock, $0.00001 par value per share; 25 million shares authorized; no shares
issued and outstanding at December 31, 2008 and 2007 |
| | ||||||
Common stock, $0.00001 par value per share; 200 million shares authorized; 61,795,712 and
63,263,903 shares issued and outstanding at December 31, 2008 and 2007, respectively |
638 | 635 | ||||||
Additional paid-in capital |
87,663,129 | 86,911,381 | ||||||
Treasury stock, 2,091,600 and 300,000 shares at December 31, 2008 and 2007, respectively |
(14,708,237 | ) | (2,208,957 | ) | ||||
Retained earnings |
39,570,732 | 35,933,691 | ||||||
Total stockholders equity |
112,526,262 | 120,636,750 | ||||||
Total liabilities and stockholders equity |
$ | 130,015,506 | $ | 137,763,401 | ||||
The accompanying notes are an integral part of these financial statements.
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TASER INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For The Years Ended December 31,
STATEMENTS OF OPERATIONS
For The Years Ended December 31,
2008 | 2007 | 2006 | ||||||||||
Net sales |
$ | 92,845,490 | $ | 100,727,191 | $ | 67,717,851 | ||||||
Cost of products sold: |
||||||||||||
Direct manufacturing expense |
26,756,080 | 31,507,727 | 18,296,039 | |||||||||
Indirect manufacturing expense |
9,085,183 | 11,659,645 | 6,242,751 | |||||||||
Total cost of products sold |
35,841,263 | 43,167,372 | 24,538,790 | |||||||||
Gross margin |
57,004,227 | 57,559,819 | 43,179,061 | |||||||||
Sales, general and administrative expenses |
38,860,729 | 32,814,170 | 29,680,764 | |||||||||
Research and development expenses |
12,918,161 | 4,421,596 | 2,704,521 | |||||||||
Shareholder litigation settlement expense |
| | 17,650,000 | |||||||||
Income (loss) from operations |
5,225,337 | 20,324,053 | (6,856,224 | ) | ||||||||
Interest and other income, net |
1,717,967 | 2,202,187 | 1,872,645 | |||||||||
Income (loss) before provision (benefit) for income taxes |
6,943,304 | 22,526,240 | (4,983,579 | ) | ||||||||
Provision (benefit) for income taxes |
3,306,263 | 7,499,764 | (895,900 | ) | ||||||||
Net income (loss) |
$ | 3,637,041 | $ | 15,026,476 | $ | (4,087,679 | ) | |||||
Income (loss) per common and common equivalent shares |
||||||||||||
Basic |
$ | 0.06 | $ | 0.24 | $ | (0.07 | ) | |||||
Diluted |
$ | 0.06 | $ | 0.23 | $ | (0.07 | ) | |||||
Weighted average number of common and common equivalent
shares outstanding |
||||||||||||
Basic |
62,371,004 | 62,621,174 | 61,984,240 | |||||||||
Diluted |
64,070,869 | 65,685,667 | 61,984,240 |
The accompanying notes are an integral part of these financial statements.
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TASER INTERNATIONAL, INC.
STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ended December 31, 2008, 2007 and 2006
STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ended December 31, 2008, 2007 and 2006
Additional | Total | |||||||||||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Retained | Stockholders | ||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Earnings | Equity | ||||||||||||||||||||||
Balance, December 31, 2005 |
61,938,654 | $ | 619 | $ | 78,742,862 | | $ | | $ | 24,994,894 | $ | 103,738,375 | ||||||||||||||||
Exercise of stock options |
301,320 | 3 | 747,952 | | | | 747,955 | |||||||||||||||||||||
Stock-based compensation expense |
| | 1,138,845 | | | | 1,138,845 | |||||||||||||||||||||
Purchase of treasury stock |
(300,000 | ) | | | 300,000 | (2,208,957 | ) | | (2,208,957 | ) | ||||||||||||||||||
Net loss |
| | | | | (4,087,679 | ) | (4,087,679 | ) | |||||||||||||||||||
Balance, December 31, 2006 |
61,939,974 | 622 | 80,629,659 | 300,000 | (2,208,957 | ) | 20,907,215 | 99,328,539 | ||||||||||||||||||||
Exercise of stock options |
1,107,574 | 11 | 3,143,758 | | | | 3,143,769 | |||||||||||||||||||||
Shareholder derivate settlement |
216,355 | 2 | 1,749,998 | | | | 1,750,000 | |||||||||||||||||||||
Stock-based compensation expense |
| | 1,387,966 | | | | 1,387,966 | |||||||||||||||||||||
Net income |
| | | | | 15,026,476 | 15,026,476 | |||||||||||||||||||||
Balance, December 31, 2007 |
63,263,903 | 635 | 86,911,381 | 300,000 | (2,208,957 | ) | 35,933,691 | 120,636,750 | ||||||||||||||||||||
Exercise of stock options |
323,409 | 3 | 342,818 | 342,821 | ||||||||||||||||||||||||
Deferred tax asset correction (see footnote 8) |
(2,014,955 | ) | (2,014,955 | ) | ||||||||||||||||||||||||
Stock-based compensation expense |
2,423,885 | 2,423,885 | ||||||||||||||||||||||||||
Purchase of treasury stock |
(1,791,600 | ) | 1,791,600 | (12,499,280 | ) | (12,499,280 | ) | |||||||||||||||||||||
Net income |
3,637,041 | 3,637,041 | ||||||||||||||||||||||||||
Balance, December 31, 2008 |
61,795,712 | $ | 638 | $ | 87,663,129 | 2,091,600 | $ | (14,708,237 | ) | $ | 39,570,732 | $ | 112,526,262 | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
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TASER INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2008 | 2007 | 2006 | ||||||||||
Cash Flows from Operating Activities: |
||||||||||||
Net income (loss) |
$ | 3,637,041 | $ | 15,026,476 | $ | (4,087,679 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
2,637,773 | 2,521,237 | 2,096,595 | |||||||||
Loss on disposal of assets |
171,098 | 49,949 | | |||||||||
Provision for doubtful accounts |
78,010 | 80,835 | (830 | ) | ||||||||
Provision for excess and obsolete inventory |
640,655 | 206,335 | 85,329 | |||||||||
Provision for warranty |
368,521 | 1,030,291 | 442,195 | |||||||||
Stock-based compensation expense |
2,423,885 | 1,387,966 | 1,138,845 | |||||||||
Deferred insurance settlement proceeds |
(404,848 | ) | (104,219 | ) | (192,448 | ) | ||||||
Deferred income taxes |
2,060,623 | 5,831,783 | (1,167,924 | ) | ||||||||
Provision for unrecognized tax benefits |
592,007 | 1,100,073 | | |||||||||
Change in assets and liabilities: |
||||||||||||
Accounts receivable |
(5,180,010 | ) | (1,704,339 | ) | (4,645,192 | ) | ||||||
Inventory |
(600,968 | ) | (4,455,393 | ) | 762,261 | |||||||
Prepaids and other assets |
1,856,355 | (2,235,862 | ) | 676,028 | ||||||||
Insurance settlement proceeds receivable |
| | 575,000 | |||||||||
Accounts payable and accrued liabilities |
(2,323,792 | ) | 1,069,483 | 256,625 | ||||||||
Deferred revenue |
2,115,699 | 2,222,981 | 1,611,782 | |||||||||
Accrued litigation settlement |
| (8,000,000 | ) | 9,750,000 | ||||||||
Other liabilities |
| (199,999 | ) | 199,999 | ||||||||
Customer deposits |
45,958 | 95,236 | (18,764 | ) | ||||||||
Net cash provided by operating activities |
8,118,007 | 13,922,833 | 7,481,822 | |||||||||
Cash Flows from Investing Activities: |
||||||||||||
Purchases of investments |
(43,887,640 | ) | (138,203,034 | ) | (82,610,518 | ) | ||||||
Proceeds from investments |
58,895,113 | 149,731,426 | 81,123,775 | |||||||||
Purchases of property and equipment |
(6,144,425 | ) | (4,067,579 | ) | (1,839,815 | ) | ||||||
Purchases of intangible assets |
(745,622 | ) | (454,403 | ) | (229,375 | ) | ||||||
Net cash provided by (used in) investing activities |
8,117,426 | 7,006,410 | (3,555,933 | ) | ||||||||
Cash Flows from Financing Activities: |
||||||||||||
Repurchase of common stock |
(12,499,280 | ) | | (2,208,957 | ) | |||||||
Proceeds from options exercised |
342,821 | 3,143,769 | 747,955 | |||||||||
Payments under capital leases |
| (45,236 | ) | (43,111 | ) | |||||||
Net cash provided by (used in) financing activities |
(12,156,459 | ) | 3,098,533 | (1,504,113 | ) | |||||||
Net increase in cash and cash equivalents |
4,078,974 | 24,027,776 | 2,421,776 | |||||||||
Cash and cash equivalents, beginning of period |
42,801,461 | 18,773,685 | 16,351,909 | |||||||||
Cash and cash equivalents, end of period |
$ | 46,880,435 | $ | 42,801,461 | $ | 18,773,685 | ||||||
Supplemental Disclosure: |
||||||||||||
Cash paid for income taxes net |
$ | 523,950 | $ | 475,000 | $ | 229,424 | ||||||
Cash paid for interest |
$ | | $ | 5,186 | $ | 7,281 | ||||||
Non Cash Transactions- |
||||||||||||
Deferred tax asset correction (see footnote 8) |
$ | 2,014,955 | $ | | $ | | ||||||
Common stock issued for shareholder derivative lawsuit settlement |
$ | | $ | 1,750,000 | $ | | ||||||
Property and equipment purchases in accounts payable |
$ | | $ | 1,198,891 | $ | |
The accompanying notes are an integral part of these financial statements.
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
TASER International, Inc. (TASER or the Company) is a developer and manufacturer of
advanced electronic control devices (ECDs) designed for use in the law enforcement, military,
corrections, private security and personal defense markets. The Company sells its products
worldwide through its direct sales force, distribution partners, online store and third party
resellers. The Company was incorporated in Arizona in September 1993 and reincorporated in Delaware
in January 2001. The Companys headquarters and manufacturing facilities are located in Scottsdale, Arizona.
a. Basis of Presentation and Use of Estimates
The accompanying financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.
Significant estimates in these financial statements include allowances for doubtful accounts
receivable, inventory valuation reserves, product warranty reserves, valuation of long lived
assets, deferred income taxes, stock-based compensation and contingencies. Actual results could
differ from those estimates.
b. Cash, Cash Equivalents and Investments
Cash and cash equivalents include cash and money market funds on hand and short-term
investments with original maturities of three months or less. Short-term investments include
securities having maturities of 90 days to one year. Long-term investments include securities
having maturities of more than one year. The Companys long-term investments were invested in
government sponsored mortgage-backed securities and were classified as held to maturity. In
February 2009, the Companys remaining long term investment of $2,498,998 was called at par value
by the issuer and as such was reclassified from long-term to short term investments on the balance
sheet at December 31, 2008.These investments are recorded at amortized cost. See Note 2.
The Companys cash and investment accounts earned interest at an approximate rate of 2.5%
during 2008, down from 4.2% in 2007. Included in the Companys cash balances are deposits with a
single bank of $8.8 million, which is in excess of the FDIC insurance coverage limit of $250,000.
Approximately $29.5 million of the Companys cash equivalent investments held in money market funds
at December 31, 2008 are supported by the Federal Government as part of the Temporary Guarantee
Program for Money Market Funds.
c. Inventory
Inventories are stated at the lower of cost or market. Cost is determined using the weighted
average cost of raw materials which approximates the first-in, first-out (FIFO) method and includes
allocations of manufacturing labor and overhead. Provisions are made to reduce potentially excess,
obsolete or slow-moving inventories to their net realizable value. These provisions are based on
managements best estimate after considering historical demand, projected future demand, inventory
purchase commitments, industry and market trends and conditions and other factors.
d. Property and Equipment
Property and equipment are stated at cost net of accumulated depreciation. Additions and
improvements are capitalized while ordinary maintenance and repair expenditures are charged to
expense as incurred. Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets.
e. Impairment of Long-Lived Assets
The Company evaluates whether events and circumstances have occurred that indicate the
remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant
revision or that the remaining balance of these assets may not be recoverable. In performing the
review for recoverability, management estimates the future undiscounted cash flows expected to
result from the use of the assets and their eventual disposition. The amount of the impairment
loss, if impairment exists, would be calculated based on the excess of the carrying amounts of the
assets over their estimated fair value. No impairment losses were recorded in 2008, 2007 or 2006.
f. Customer Deposits
The Company requires certain deposits in advance of shipment for certain customer sales
orders. Customer deposits are recorded as a current liability on the accompanying balance sheets.
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
g. Revenue Recognition and Accounts Receivable
The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery
has occurred or services have been rendered, title has transferred, the price is fixed and
collectability is reasonably assured. In most instances, sales of the Companys products are final
and its customers do not have a right to return the product. The Companys consumer product, the
TASER C2, has a 30 day right of return for inactivated units purchased direct from the Company. As
the Company currently has insufficient history upon which to make a reasonable and reliable
estimate of the rate of such product returns, the revenue and related costs are deferred until the
30 day period has expired.
During 2008, the Company began selling the TASER C2 product through certain retailers who do
not assume title, risk of loss to the inventory and credit risk. The Company therefore recognizes
revenue from such retailers on a sell-through method using information provided by the retailer.
The revenue and related costs are deferred until the product has been sold by the retailer.
The Company offers customers the right to purchase extended warranties that include additional
services and coverage beyond the limited warranty on the TASER X26 and ADVANCED TASER products.
Revenue for extended warranty purchases is deferred at the time of sale, and recognized over the
warranty period commencing on the date of sale. The extended warranties range from one to four
years. At December 31, 2008 and 2007, $7,349,000 and $5,217,000 was deferred under this program,
respectively. The current portion of deferred revenue represents the extended warranty revenue
which will be recognized in 2009. Also included in deferred revenue at December 31, 2008 and 2007
is $3,000 and $19,000, respectively, of deferrals related to free training certificates on sales of
the TASER X26C consumer device. The Company is deferring the revenue associated with these training
sessions until such time as either the training has occurred or the certificate expires, which is
90 days after purchase by the end user. The Company has valued these one-on-one training sessions
at their estimated fair value, which is the amount that the Company will pay the independent third
party conducting the training.
Sales are typically made on credit and the Company generally does not require collateral. The
Company performs ongoing credit evaluations of its customers financial condition and maintains an
allowance for estimated potential losses. Uncollectible accounts are written off when deemed
uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts.
This allowance represents our best estimate and is based on our judgment after considering a number
of factors, including third-party credit reports, actual payment history, cash discounts,
customer-specific financial information and broader market and economic trends and conditions.
Included as a component of revenue is development funding provided by the Joint Non-Lethal
Weapons Directorate (JNLWD) of the U.S Department of Defense under a cost-plus fixed fee contract.
Periodically, an invoice summarizing the reimbursable expenses is submitted to JNLWD for payment.
The payment request submitted by the Company to the JNLWD details the costs expensed in the period
and adds a nominal contracted profit margin. The total amount of revenue recognized for this work
in the year ended December 31, 2008 was $885,000, of which $204,000 was outstanding at December 31,
2008.
Certain of the Companys customers are charged shipping fees, which are recorded as a
component of net sales. Sales tax collected on sales is netted against government remittances and
thus recorded on a net basis. Training revenue is recorded as the service is provided.
h. Cost of Products Sold
Cost of products sold represents manufacturing costs, consisting of materials, labor and
overhead related to finished goods and components. Shipping costs incurred related to product
delivery are also included in cost of products sold.
i. Advertising Costs
The Company expenses advertising costs in the period in which they are incurred with the
exception of commercial advertising production costs which are expensed at the time the first
commercial is shown on television. The Company incurred advertising
costs of $2,085,000, $931,000
and $437,000 in 2008, 2007 and 2006, respectively. At December 31, 2007, the Company had $523,000
of deferred advertising costs related to the production costs of an infomercial for the TASER C2.
These deferred advertising costs were included in prepaid and other assets on the accompanying
balance sheets and were expensed in the first quarter of 2008 when the infomercial first aired.
There were no deferred advertising costs at December 31, 2008. Advertising costs are included in
sales, general and administrative expenses in the accompanying statements of operations.
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
j. Warranty Costs
The Company warrants its X26 products from manufacturing defects on a limited basis for a
period of one year after purchase, and thereafter will replace any defective unit for a fee. The C2
product is warranted for a period of 90 days after purchase. The Company also sells extended
warranties for periods of up to four years after the expiration of the limited one year warranty.
Management tracks historical data related to returns and warranty costs on a quarterly basis, and
estimates future warranty claims by applying the estimated weighted average return rate to the
product sales for the period. If management becomes aware of a component failure that could result
in larger than anticipated returns from its customers, the reserve would be increased. After the
one year warranty expires, if the device fails to operate properly for any reason, the Company will
replace the TASER X26 for a prorated discounted price depending on when the product was placed into
service and replace the ADVANCED TASER device for a fee of $75. These fees are intended to cover
the handling and repair costs and include a profit. The following table summarizes the changes in
the estimated product warranty liabilities for the years ended December 31, 2008, 2007 and 2006:
2008 | 2007 | 2006 | ||||||||||
Balance at Beginning of Period |
$ | 919,254 | $ | 713,135 | $ | 851,920 | ||||||
Utilization of Accrual |
(672,744 | ) | (824,172 | ) | (580,980 | ) | ||||||
Warranty Expense |
368,521 | 1,030,291 | 442,195 | |||||||||
Balance at End of the Period |
$ | 615,031 | $ | 919,254 | $ | 713,135 | ||||||
k. Research and Development Expenses
The Company expenses research and development costs as incurred. The Company incurred product
development expense of approximately $12,918,000, $4,422,000 and $2,705,000 in 2008, 2007 and 2006,
respectively.
l. Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement amounts of assets and liabilities and their respective tax bases and operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in future years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rate is recognized in income in the period that includes the enactment date. Deferred
tax assets are reduced through the establishment of a valuation allowance at the time, based upon
available evidence, it becomes more likely than not that the deferred tax assets will not be
realized. Income tax-related interest and penalties are recorded as a component of the provision
for income taxes.
The FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48),
which the Company adopted effective January 1, 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 Companys policy is to include
interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Refer to Note 8 for additional information regarding the change in unrecognized tax benefits.
m. Concentration of Credit Risk and Major Customers / Suppliers
Financial instruments that potentially subject the Company to concentrations of credit risk
consist of accounts receivable. Sales are typically made on credit and the Company generally does
not require collateral. The Company performs ongoing credit evaluations of its customers financial
condition and maintains an allowance for estimated losses. Uncollectible accounts are written off
when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful
accounts. The allowance for bad debts totaled $200,000 and $190,000 as of December 31, 2008 and
2007, respectively. Historically, the Company has experienced a low level of write offs related to
doubtful accounts.
36
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
The Company sells its products primarily through a network of unaffiliated distributors. The
Company also reserves the right to sell directly to the end user to secure the customers account
balance. In 2008, one distributor represented approximately 11% of total sales. No other customer
exceeded 10% of total sales in 2008. In 2007, one distributor represented approximately 16% of
total sales. No other customer exceeded 10% of total sales in 2007. In 2006, one distributor
represented 12% of total sales. No other customer exceeded 10% of total sales in 2006.
At December 31, 2008, the Company had receivables from two customers comprising 30% and 12% of
the aggregate accounts receivable balance. The customer comprising the 30% balance is the result of a large
individual sale made to the U.K. Government in December 2008, which was paid in full in February
2009. At December 31, 2007, the Company had receivables from two customers comprising 20% and 10%
of the aggregate accounts receivable balance. These customers are unaffiliated distributors of the
Companys products.
The Company currently purchases finished circuit boards and injection-molded plastic
components from suppliers located in the United States. Although the Company currently obtains many
of these components from single source suppliers, the Company owns the injection molded component
tooling used in their production. As a result, management believes it could obtain alternative
suppliers in most cases without incurring significant production delays. The Company also purchases
small, machined parts from a vendor in Taiwan, custom cartridge assemblies from a proprietary
vendor in the United States, and electronic components from a variety of foreign and domestic
distributors. Management believes that there are readily available alternative suppliers in most
cases who can consistently meet its needs for these components. The Company acquires most of its
components on a purchase order basis and does not have long-term contracts with suppliers.
n. Fair Value of Financial Instruments
On January 1, 2008 the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting principles and expands
financial statement disclosure requirements for fair value measurements. The Companys adoption of
SFAS 157 was limited to its financial assets and financial liabilities, as permitted by FSP 157-2.
The Company does not have any nonfinancial assets or nonfinancial liabilities that it recognizes or
discloses at fair value in its financial statements on a recurring basis. The implementation of the
fair value measurement guidance of SFAS 157 did not result in any material changes to the carrying
values of the Companys financial instruments on its opening balance sheet.
SFAS 157 defines fair value as the price that would be received from the sale of an asset or
paid to transfer a liability (an exit price) on the measurement date in an orderly transaction
between market participants in the principal or most advantageous market for the asset or
liability. SFAS 157 specifies a hierarchy of valuation techniques, which is based on whether the
inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
| Level 1 Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. | ||
| Level 2 Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. | ||
| Level 3 Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
Following is a description of the valuation techniques that the Company uses to measure the
fair value of assets and liabilities that it measures and reports on its balance sheet at fair
value on a recurring basis:
| Cash Equivalents. As of December 31, 2008, the Companys cash equivalents consisted of money market mutual funds. The Company valued its cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics, and accordingly, the Company classifies the valuation techniques that use these inputs as Level 1. | ||
| Investments. As of December 31, 2008, the Companys investments consisted of a federal government sponsored entity security. The Companys investments are held to maturity and stated at amortized cost, which approximates fair value. Information about the fair value of the Companys investments is included in Note 2. |
The Companys financial instruments include also include cash, accounts receivable, accounts
payable and accrued liabilities. Due to the immediate or short-term nature of these instruments,
their fair value approximates their carrying value on the balance sheet as of December 31, 2008.
37
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
o. Segment Information
Management has determined that its operations are comprised of one reportable segment the
sale of advanced electronic control devices and accessories. For the years ended December 31, 2008,
2007 and 2006, sales by geographic area were as follows:
Sales by Geographic Area | 2008 | 2007 | 2006 | |||||||||
United States |
82 | % | 85 | % | 86 | % | ||||||
Other Countries |
18 | % | 15 | % | 14 | % | ||||||
Total |
100 | % | 100 | % | 100 | % | ||||||
Sales to customers outside of the United States are denominated in U.S. dollars and are
attributed to each country based on the billing address of the distributor or customer. To date, no
individual country outside the U.S. has represented a material amount of total net revenue.
Substantially all assets of the Company are located in the United States.
p. Stock-Based Compensation
The Company applies 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 this transition method, compensation cost recognized 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 calculated 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 calculated in accordance with the provisions of
SFAS No. 123(R).
SFAS No. 123(R) requires the use of a valuation model to calculate the fair value of
share-based awards. The Company has elected to use the Black-Scholes-Merton option valuation model,
which incorporates various assumptions including volatility, expected life forfeiture rate and
risk-free interest rates. The assumptions used for the years ended December 31, 2008, 2007 and 2006
and the resulting estimates of weighted-average fair value per share of options granted during
those periods are as follows:
2008 | 2007 | 2006 | ||||||||||
Weighted average / range of volatility |
70 | % | 60 | % | 68 | % | ||||||
Risk-free interest rate |
2.2 | % | 4.7 | % | 4.8 | % | ||||||
Dividend rate |
0.0 | % | 0.0 | % | 0.0 | % | ||||||
Expected life of options |
4.0 years | 4.0 years | 3.5 years | |||||||||
Weighted average fair value of options granted |
$ | 2.89 | $ | 5.22 | $ | 4.49 |
The expected life of the options represents the estimated period of time until exercise and is
based on 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 publicly 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. The estimated fair value of stock-based compensation awards and other
options is amortized to expense on a straight line basis over the relevant vesting period. As
share-based compensation expense recognized is based on awards ultimately expected to vest, it is
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. See Note 10 for further discussion of the Companys share-based
compensation.
q. Income (Loss) Per Common Share
The Company accounts for income (loss) per share in accordance with SFAS No. 128, Earnings per
Share. Basic income per share is computed by dividing net income (loss) 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 utilizing the
treasury stock method. The calculation of the weighted average number of shares outstanding and
earnings per share are as follows:
38
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
For the Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Numerator for basic and diluted earnings per share |
||||||||||||
Net income (loss) |
$ | 3,637,041 | $ | 15,026,476 | $ | (4,087,679 | ) | |||||
Denominator for basic earnings per share weighted average
shares outstanding |
62,371,004 | 62,621,174 | 61,984,240 | |||||||||
Dilutive effect of shares issuable under stock options outstanding |
1,699,865 | 3,064,493 | | |||||||||
Denominator for diluted earnings per share adjusted weighted
average shares outstanding |
64,070,869 | 65,685,667 | 61,984,240 | |||||||||
Net income (loss) per common share |
||||||||||||
Basic |
$ | 0.06 | $ | 0.24 | $ | (0.07 | ) | |||||
Diluted |
$ | 0.06 | $ | 0.23 | $ | (0.07 | ) |
Basic income (loss) per share is based upon the weighted average number of common shares
outstanding during the period. Diluted income (loss) per share includes the dilutive effect of
potential stock option exercises, calculated using the treasury stock method. For the years ended
December 31, 2008 and 2007, the effects of 2,205,861 and 315,764 stock options, respectively, were
excluded from the calculation of diluted income per share as their effect would have been
anti-dilutive and increased the net income per share. As a result of the net loss for the year
ended December 31, 2006, 3,512,248 shares of potential dilutive securities were considered
anti-dilutive and excluded from the calculation as their effect would have been to reduce the net
loss per share.
r. Recent Accounting Pronouncements
In October 2008, the FASB issued Staff Position (FSP) No. FAS 157-3, Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not Active, which clarifies the
application of Statement No. 157 in an inactive market and illustrates how an entity would
determine fair value when the market for a financial asset is not active. The Staff Position is
effective immediately and applies to prior periods for which financial statements have not been
issued, including interim or annual periods ending on or before December 30, 2008. The
implementation of FAS 157-3 did not have a material impact on the Companys consolidated financial
statements.
In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible
Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). This change is intended to
improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and
the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and
other GAAP standards. The requirement for determining useful lives must be applied prospectively to
intangible assets acquired after the effective date and the disclosure requirements must be applied
prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP
142-3 is effective for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, which will require the Company to adopt
prospectively these provisions in the first quarter of fiscal 2009.
In February 2008, the FASB issued FSP 157-2, which delays the effective date of SFAS 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed
at fair value in the financial statements on a recurring basis (at least annually). SFAS 157
establishes a framework for measuring fair value and expands disclosures about fair value
measurements. FSP 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years for items within the scope
of this FSP. The adoption of SFAS 157 for all nonfinancial assets and nonfinancial liabilities is
effective for us beginning January 1, 2009. We do not expect the impact of this adoption to be
material.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141
(revised) (SFAS 141(R)), Business Combinations. The standard changes the accounting for business
combinations by requiring that an acquiring entity measure and recognize identifiable assets
acquired and liabilities assumed at the acquisition date fair value with limited exceptions. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008, with early adoption
prohibited. Management does not expect the adoption of SFAS 141(R) will have an impact on the
Companys financial statements when effective, but the nature and magnitude of the specific effects
will depend upon the nature, terms and size of acquisitions, if any, the Company consummates after
the effective date.
s. Reclassification
Certain amounts shown in the prior periods financial statements have been reclassified to
conform to the current year financial statement presentation.
39
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
2. Cash, cash equivalents and investments
Cash and cash equivalents include funds on hand and short-term investments with maturities of
three months or less. Short-term investments include securities having maturities of 90 days to one
year. Long-term investments include securities having maturities of more than one year.
The Company reclassified $5,998,826 at December 31, 2007 from cash equivalents to short term investments based on maturity at date of acquisition.
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. Management
intends to hold these securities until maturity. Approximately $29.5 million of the Companys cash
equivalent investments held in money market funds as of December 31, 2008 are supported by the
Federal Government as part of the Temporary Guarantee Program for Money Market Funds.
The following is a summary of cash, cash equivalents and held-to-maturity securities as
distributed by type at December 31:
2008 | 2007 | |||||||||||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||||||||||
Gross Unrealized | Gross Unrealized | Unrealized | Unrealized | |||||||||||||||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||||||||||
Cash and money market funds |
$ | 46,880,435 | $ | | $ | | $ | 46,880,435 | $ | 29,687,138 | $ | | $ | | $ | 29,687,138 | ||||||||||||||||
Government sponsored entity securities |
2,498,998 | 12,876 | | 2,511,874 | 17,506,471 | 14,238 | (12,022 | ) | 17,508,687 | |||||||||||||||||||||||
Commercial paper |
| | | | 13,114,323 | | (37,838 | ) | 13,076,485 | |||||||||||||||||||||||
$ | 49,379,433 | $ | 12,876 | $ | | $ | 49,392,309 | $ | 60,307,932 | $ | 14,238 | $ | (49,860 | ) | $ | 60,272,310 | ||||||||||||||||
The following table summarizes the classification of cash, cash equivalents and investments in
the accompanying balance sheet.
December 31, | ||||||||
2008 | 2007 | |||||||
Cash and money market funds |
$ | 46,880,435 | $ | 29,687,138 | ||||
Cash equivalents |
| 13,114,323 | ||||||
Total cash and cash equivalents |
46,880,435 | 42,801,461 | ||||||
Short term investments |
2,498,998 | 8,499,978 | ||||||
Long term investments |
| 9,006,493 | ||||||
$ | 49,379,433 | $ | 60,307,932 | |||||
In February 2009, the Companys long term investment in a government sponsored entity was
called at par value by the issuing agency. As such, $2.5 million was reclassified from long term to
short term investments at December 31, 2008. During 2008, $6.5 million of long term investments
held in government sponsored entity securities were also called at par value. The following table
summarizes the contractual maturities of commercial paper and government sponsored entity
securities, identified above as cash equivalents, short term and long term investments, at December
31, 2008 and 2007.
2008 | 2007 | |||||||
Less than 1 year |
$ | 2,498,998 | $ | 21,614,301 | ||||
1-3 years |
| 9,006,493 | ||||||
$ | 2,498,998 | $ | 30,620,794 | |||||
The Company had no unrealized losses on held-to-maturity investments at December 31, 2008.
3. Inventory
Inventories consisted of the following at December 31:
December 31, 2008 | December 31, 2007 | |||||||
Raw materials and work-in-process |
$ | 7,371,608 | $ | 8,475,055 | ||||
Finished goods |
6,225,409 | 5,352,304 | ||||||
Reserve for excess and obsolete inventory |
(129,900 | ) | (320,555 | ) | ||||
Total Inventory |
$ | 13,467,117 | $ | 13,506,804 | ||||
40
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
4. Property and Equipment
Property and equipment consisted of the following at December 31:
Estimated | ||||||||||||
Useful Life | 2008 | 2007 | ||||||||||
Land |
$ | 2,899,962 | $ | 2,899,962 | ||||||||
Building |
39 Years | 13,764,555 | 13,611,785 | |||||||||
Production equipment |
3-7 Years | 3,957,227 | 3,971,829 | |||||||||
Telephone equipment |
5 Years | | 297,618 | |||||||||
Computer equipment |
3-5 Years | 5,400,861 | 4,103,958 | |||||||||
Furniture and office equipment |
5-7 Years | 2,714,562 | 2,188,056 | |||||||||
Vehicles |
5 Years | 503,872 | 284,242 | |||||||||
Website development costs |
3 Years | 605,581 | 348,939 | |||||||||
Construction in process |
n/a | 6,324,612 | 2,741,454 | |||||||||
Total Cost |
36,171,232 | 30,447,843 | ||||||||||
Less: Accumulated depreciation |
(9,043,200 | ) | (6,848,163 | ) | ||||||||
Net Property and Equipment |
$ | 27,128,032 | $ | 23,599,680 | ||||||||
Construction
in process includes $4.5 million of deposits paid on automation
equipment (see note 7(b)) and new product production equipment which
was not in service at December 31, 2008.
Depreciation and amortization expense for the years ended December 31, 2008, 2007 and 2006 was
$2,557,000, $2,459,000 and $2,059,000, respectively.
5. Intangible Assets
Intangible assets consisted of the following at December 31:
2008 | 2007 | |||||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||||
Useful Life | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||||
Amortized intangible assets |
||||||||||||||||||||||||||||
TASER.com domain names |
5 Years | $ | 117,756 | $ | 60,000 | $ | 57,756 | $ | 60,000 | $ | 60,000 | $ | | |||||||||||||||
Issued patents |
4 to 15 Years | 677,808 | 156,297 | 521,511 | 402,058 | 115,863 | 286,195 | |||||||||||||||||||||
Issued trademarks |
9 to 11 Years | 46,283 | 9,888 | 36,395 | 36,466 | 5,206 | 31,260 | |||||||||||||||||||||
Non compete agreement |
5 to 7 Years | 150,000 | 79,286 | 70,714 | 150,000 | 52,143 | 97,857 | |||||||||||||||||||||
991,847 | 305,471 | 686,376 | 648,524 | 233,212 | 415,312 | |||||||||||||||||||||||
Unamortized intangible assets |
||||||||||||||||||||||||||||
TASER Trademark |
900,000 | 900,000 | 900,000 | 900,000 | ||||||||||||||||||||||||
Patents and trademarks pending |
860,635 | 860,635 | 609,827 | 609,827 | ||||||||||||||||||||||||
1,760,635 | 1,760,635 | 1,509,827 | 1,509,827 | |||||||||||||||||||||||||
Total intangible assets |
$ | 2,752,482 | $ | 305,471 | $ | 2,447,011 | $ | 2,158,351 | $ | 233,212 | $ | 1,925,139 | ||||||||||||||||
Amortization expense included in costs of product sold for the years ended December 31, 2008,
2007 and 2006 was $80,301, $61,764 and $37,658, respectively. Estimated amortization for intangible
assets with definite lives for the next five years ended December 31, and thereafter is as follows:
2009 |
$ | 75,817 | ||
2010 |
67,317 | |||
2011 |
59,605 | |||
2012 |
39,605 | |||
2013 |
39,606 | |||
Thereafter |
404,426 | |||
$ | 686,376 | |||
41
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Accrued Liabilities
Accrued liabilities were comprised as follows at December 31:
2008 | 2007 | |||||||
Accrued salaries and benefits |
$ | 1,145,634 | $ | 1,046,534 | ||||
Accrued expenses |
2,249,193 | 637,114 | ||||||
Accrued warranty expense |
615,031 | 919,254 | ||||||
Accrued income tax |
266,049 | 181,125 | ||||||
Total |
$ | 4,275,907 | $ | 2,784,027 | ||||
7. Commitments and Contingencies
a. Lease Obligations
The Company has entered into operating leases for various office space, storage facilities and
equipment. Rent expense under all operating leases, including both cancelable and non-cancelable
leases, was $223,000, $136,000 and $76,000 for the years ended December 31, 2008, 2007, and 2006,
respectively. Future minimum lease payments under non-cancelable operating leases having remaining
terms in excess of one year as of December 31, 2008, are as follows:
Year ending December 31, | ||||
2009 |
$ | 232,020 | ||
2010 |
232,020 | |||
2011 |
153,532 | |||
2012 |
84,900 | |||
2013 |
70,750 | |||
Thereafter |
| |||
Total |
$ | 773,222 | ||
b. Purchase Commitments
On July 2, 2007, the Company entered into a contract with Automation Tooling Systems Inc. for
the purchase of equipment at a total cost of approximately $8.4 million. The equipment is expected
to be delivered to and installed at the Companys facility in 2009. Payments will be made in
installments, with an initial $1.5 million deposit paid in 2007, $3.0 paid in 2008, and the balance
of $3.9 million will be paid in 2009 upon delivery and installation.
c. Litigation
Product Litigation
The Company is currently named as a defendant in 44 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, 82 other lawsuits have
been dismissed or judgments entered in favor of the Company and are not included in this number.
An appeal was filed by the plaintiff in both the Mann (GA) litigation and the Neal-Lomax (NV)
litigation where judgment was entered in favor of the Company.
Also not included in the number of pending lawsuits is the Heston lawsuit in which a jury
verdict was entered against the Company on June 6, 2008, and judgment was entered against the
Company on January 30, 2009 in the amount of $153,150 as compensatory damages, and $1,423,127 as
attorney fees. Costs in the amount of $50,000 were also awarded. These damages, fees and costs
are covered by the Companys insurance policies. The jury found that Mr. Hestons own actions were
85 percent responsible for his death. The jury assigned 15 percent of the responsibility to TASER
for a negligent failure to warn that extended or multiple TASER ECD applications could cause
muscle contractions that could potentially contribute to acidosis to a degree that could cause
cardiac arrest. The jury inappropriately awarded $5,200,000 in punitive damages against TASER,
which were subsequently disallowed by the Court on October 24, 2008. As a result the $5,200,000 million
in punitive damages recorded by the Company in the second quarter of 2008 were reversed in the
fourth quarter of 2008. The Court denied the balance of the Companys motion for judgment as a
matter of law on all other grounds. The Company has filed a notice of appeal with respect to the
judgment and plaintiffs have filed a notice of cross appeal.
With respect to each of the pending 44 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 or judgment entered during the most recent fiscal quarter. Cases that
were dismissed or judgment entered in prior fiscal quarters are not included in this table. In each
of the pending lawsuits, the plaintiff is seeking monetary damages from the Company. The claims and
in some instances, the defense of each of these lawsuits has been submitted to our insurance
carriers that maintained insurance coverage during these applicable periods and we continue to
maintain product liability insurance coverage with varying limits and deductibles. Our product
liability insurance coverage during these periods ranged from $5,000,000 to $10,000,000 in coverage
limits and from $10,000 to $1,000,000 in per incident deductibles. We are defending each of these
lawsuits vigorously.
42
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
Month | ||||||||
Plaintiff | Served | Jurisdiction | Claim Type | Status | ||||
Glowczenski
|
Oct-04 | US District Court, ED NY | Wrongful Death | Discovery Phase | ||||
Washington
|
May-05 | US District Court, ED CA | Wrongful Death | Discovery Phase | ||||
Sanders
|
May-05 | US District Court ED CA | Wrongful Death | Case Stayed | ||||
Graff
|
Sep-05 | US District Court, AZ | Wrongful Death | Discovery Phase | ||||
Heston
|
Nov-05 | US District Court, ND CA | Wrongful Death | Plaintiff Jury Verdict, punitive damages thrown out, judgment entered against TASER for $153,150 compensatory damages, $1,423,127 attorney fees and $50,000 costs | ||||
Rosa
|
Nov-05 | US District Court, ND CA | Wrongful Death | Trial Scheduled July 09 | ||||
Yeagley
|
Nov-05 | Hillsborough County Circuit County, FL | Wrongful Death | Discovery Phase | ||||
Neal-Lomax
|
Dec-05 | US District Court, NV | Wrongful Death | Dismissed, Appeal Pending | ||||
Mann
|
Dec-05 | US District Court, ND GA, Rome Div | Wrongful Death | Dismissed, Appeal Pending | ||||
Lee
|
Jan-06 | Davidson County, TN Circuit Court | Wrongful Death | Dismissed | ||||
Zaragoza
|
Feb-06 | CA Superior Court, Sacramento County | Wrongful Death | Trial Scheduled Dec 09 | ||||
Bagnell
|
Jul-06 | Supreme Court for British Columbia, Canada | Wrongful Death | Discovery Phase | ||||
Hollman
|
Aug-06 | US District Court, ED NY | Wrongful Death | Discovery Phase | ||||
Oliver
|
Sep-06 | US District Court, MD FL, Orlando | Wrongful Death | Trial Stayed | ||||
Teran/LiSaola
|
Oct-06 | US District Court, ND CA | Wrongful Death | Taken off Trial Calendar | ||||
Augustine
|
Jan-07 | 11th Judicial Circuit Court, Miami-Dade | Wrongful Death | Discovery Phase | ||||
Bolander
|
Aug-07 | 17th Circuit Court Broward County, FL | Wrongful Death | Trial Scheduled April 09, Summary judgment motion pending | ||||
Wendy Wilson,
Estate of Ryan
Wilson
|
Aug-07 | District Court Boulder County, CO | Wrongful Death | Discovery Phase | ||||
Crawford, Estate of
Russell Walker
|
Oct-07 | District Court Clark County, NV | Wrongful Death | Discovery Phase | ||||
Walker, Estate of
Russell Walker
(Companion to
Crawford)
|
Oct-07 | US District Court District of NV | Wrongful Death | Discovery Phase | ||||
Jack Wilson, Estate
of Ryan Wilson
(Companion to Wendy
Wilson)
|
Nov-07 | District Court Boulder County, CO | Wrongful Death | Discovery Phase | ||||
Kasilyan
|
Feb-08 | District Court Clark County, NV | Wrongful Death | Dismissed | ||||
Gilliam
|
Apr-08 | US District Court, MD, AL | Wrongful Death | Trial Scheduled Nov 09 | ||||
Romero
|
May-08 | Dallas County District Court, TX | Wrongful Death | Discovery Phase | ||||
Guerrero
|
Jun-08 | US District Court, Central District CA | Wrongful Death | Trial Scheduled Aug 09 | ||||
Marquez
|
Jun-08 | US District Court, Arizona | Wrongful Death | Discovery Phase | ||||
Preyer
|
Jul-08 | US District Court, Middle District, FL | Wrongful Death | Trial Scheduled Feb 2010 | ||||
Salinas
|
Aug-08 | US District Court, Northern District CA | Wrongful Death | Trial Scheduled April 2010 | ||||
Wells
|
Sep-08 | US District Court, Northern District CA | Wrongful Death | Dismissed | ||||
R. Wilson
|
Oct-08 | SC Court Common Pleas, Charleston County | Wrongful Death | Dismissed w/o Prejudice | ||||
Thomas (Pike)
|
Oct-08 | US District Court, WD Louisiana, Alexandria | Wrongful Death | Discovery Phase | ||||
Haake
|
Nov-08 | US District Court, Kansas | Wrongful Death | Complaint Served | ||||
Dwyer
|
Nov-08 | US District Court, EDD TX, Marshall Division | Wrongful Death | Complaint Served | ||||
Nykiel
|
Dec-08 | Common Pleas Court, Allegheny County, PA | Wrongful Death | Complaint Served | ||||
Starr
|
Dec-08 | Common Pleas Court, 12th Judicial Circuit, Florence County, SC |
Wrongful Death | Trial Scheduled Dec 09 | ||||
Carroll
|
Mar-09 | US District Court, Southern District TX | Wrongful Death | Complaint Served | ||||
Silva
|
Mar-09 | US District Court, Northren District CA | Wrongful Death | Complaint Served | ||||
Stewart
|
Oct-05 | Circuit Court for Broward County, FL | Training Injury | Discovery Phase | ||||
Lewandowski
|
Jan-06 | US District Court, NV | Training Injury | Partial Motion to Dismiss Granted | ||||
Peterson
|
Jan-06 | US District Court, NV | Training Injury | Discovery Phase | ||||
Husband
|
Mar-06 | British Columbia Supreme Court, Canada | Training Injury | Discovery Phase | ||||
Wilson
|
Aug-06 | US District Court, ND GA | Training Injury | Dismissed; Appeal Filed, Appelate Court Affirmed Dismissal | ||||
Perry
|
Jul-08 | US District Court CO | Training Injury | Dismissed | ||||
Grable
|
Aug-08 | FL 6th Judicial Circuit Court, Pinellas County | Training Injury | Discovery Phase | ||||
Koon
|
Dec-08 | 17th Judicial Circuit Court, Broward County, FL | Training Injury | Complaint Served | ||||
Bickle
|
Mar-09 | MT 18th Judicial District Court, Gallatin County | Training Injury | Complaint Served | ||||
Foley
|
Mar-09 | US District Court, MA | Training Injury | Complaint Served | ||||
Bynum
|
Oct-05 | US District Court SD NY | Injury During Arrest | Discovery Phase | ||||
Wieffenbach
|
Jun-06 | Circuit Court of 12th Judicial District, Will County, Il | Injury During Arrest | Discovery Phase | ||||
Payne
|
Oct-06 | Circuit Court of Cook County, Illinois | Injury During Arrest | Discovery Phase | ||||
Gomez
|
May-07 | Circuit Court 11th Judicial Dist. FL | Injury During Arrest | Complaint Served | ||||
Kern / Banda
|
Feb-08 | District Court, Tarrant County, TX | Injuty During Admittance |
Complaint Served | ||||
Butler
|
Sep-08 | CA Superior Court, Santa Cruz County | Injury During Arrest | Discovery Phase | ||||
Scott
|
Dec-08 | US District Court, Northern District, WVA | Injury During Arrest | Trial Scheduled April 09 |
43
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
Other Litigation
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. The lawsuit seeks monetary damages and injunctive relief
against Dr. Kohr. 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.
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,
both of which motions were granted by the Court and the matter was resolved on those motions before
the Court in January 2007. An appeal was filed by Bestex and on November 26, 2008, the United
States Court of Appeals for the Ninth Circuit entered an order affirming the ruling of the District
Court.
In January 2007, we filed a lawsuit in the U.S. District Court for Arizona against Stinger
Systems, Inc. alleging patent infringement, patent false marking, and false advertising. Defendant
filed an answer and counterclaim for false advertising and punitive damages. Discovery has begun
and no trial date has been set. On February 2, 2009 the Court issued an order based on a Markman
hearing held on May 7, 2008, in which the Court adopted the Companys claim construction on the disputed
patent claim term in TASERs U.S. patent number 7,102,870 and all of the Companys claim construction on
all of the disputed patent claim terms in TASERs U.S. patent number 7,234,262. In addition, the
Court adopted the Companys claim construction on one of the disputed patent claim terms in TASERs U.S.
patent number 6,999,295 and rejected both parties claim construction in the other disputed claim
term in this patent.
In October 2007, we filed a lawsuit in Arizona Superior Court for Maricopa County against
Steve Ward and Mark Johnson, both former employees of the Company, and VIEVU Corporation, et. al.
for breach of duty of loyalty, breach of contract, breach of fiduciary duty, and conversion. This
lawsuit does not involve our core electronic control device business and we do not expect this
litigation to have a material impact on our financial results. Defendants Ward and VIEVU
Corporation filed an answer and counterclaim for declaration of non-infringement, tortious
interference with contractual relations, tortious interference with business expectancy, and abuse
of process. The lawsuit seeks compensatory damages, constructive trust, exemplary damages,
injunctive relief, attorneys fees and costs. Discovery has begun and no trial date
has been set. Cross motions for summary judgment are pending.
In June 2008, we filed an amended complaint in the State Court of Fulton County, Georgia
joining as a plaintiff in an existing lawsuit previously filed by certain current and former
stockholders of the Company against Morgan Stanley & Co., Inc., and ten other brokerage firms
alleging a conspiracy to unlawfully, deceptively, and fraudulently manipulate the price of the
Companys common stock in the context of illegal naked shorting. Specifically, the amended
complaint alleges that the defendants committed a conspiracy and endeavor to violate the Georgia
Racketeer Influenced and Corrupt Organization Act; Securities Fraud; Theft By Taking; Theft By
Deception; Violation of The Georgia Computer Systems Protection Act; Violation of the Georgia
Securities Act; Violation of the Georgia Computer Systems Protection Act; and Conversion. The
lawsuit seeks compensatory and punitive damages as well as expenses of litigation including
attorneys fees and costs. Defendants have filed motions to dismiss and discovery has not yet
begun.
In July 2008, we were served with a summons and complaint in the lawsuit entitled Proformance Vend
USA vs. TASER International, Inc. which was filed in Arizona Superior Court for Maricopa County
alleging breach of contract of a vending machine contract and seeking money damages, including tort
damages, attorneys fees and costs. We have filed an answer to this complaint. Discovery has
begun and no trial date has been set.
In February 2009, we filed a complaint in the United States District Court for the District of
Nevada against James F. McNulty, Jr., Robert Gruder, and Stinger Systems, Inc. alleging securities
fraud trade libel, unfair competition under the Lanham Act, abuse of process, and deceptive trade practices; seeking compensatory damages, punitive
damages, injunctive relief, attorneys fees and costs. The complaint is in the process of being
served on the defendants.
44
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
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. We intend to
defend and pursue any lawsuit filed against or by the Company vigorously. Although we do 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 our insurance or will not be in
excess of amounts provided by insurance coverage and will not have a material adverse effect on our
business, operating results or financial condition. In addition, the Company has six lawsuits where
the costs of legal defense incurred are in excess of its liability insurance deductibles. As of
December 31, 2008, the Company has recorded approximately $210,000 in other assets related to the
receivable from its insurance company for reimbursement of these legal costs. The Company may
settle a lawsuit in situations where a settlement can be obtained for nuisance value and for an
amount that is expected to be less than the cost of defending a lawsuit. The number of product
liability lawsuits dismissed includes a small number of police officer training injury lawsuits
that were settled by the Company and dismissed in cases where the settlement economics to the
Company were significantly less than the cost of litigation. One of the training injury lawsuits
brought by a law enforcement officer was settled in June 2007 for an amount in excess of nuisance
value by our insurance company. Our insurance coverage at that time did not cover our costs of
defense if we won at trial. However, our insurance coverage at that time provided for a pro-rata
reimbursement of our costs of defense if the lawsuit was settled. Upon final settlement of this
case, the Company was paid $241,000 by our insurance company as reimbursement of the Companys
costs of defense. Due to the confidentiality of our litigation strategy and the confidentiality
agreements that are executed in the event of a settlement, the Company does not identify or comment
on which specific lawsuits have been settled or the amount of any settlement.
d. Employment Agreements
The Company has employment agreements with its Chairman, Chief Executive Officer, President,
Chief Financial Officer, Vice President of Research and Development, Vice President Operations and
Vice President and General Counsel. The Company may terminate the agreements with or without cause.
Should the Company terminate the agreements without cause, or upon a change of control of the
Company or death of the employee, the employees are entitled to additional compensation. Under
these circumstances, these officers and employees may receive the amounts remaining under their
contracts upon termination, which would total $1,861,000 in the aggregate at December 31, 2008.
8. Income Taxes
Significant components of the Companys deferred income tax assets and liabilities are as
follows:
December 31, | ||||||||
2008 | 2007 | |||||||
Deferred income tax assets |
||||||||
Net operating loss carryforward |
$ | 4,114,090 | $ | 13,805,961 | ||||
Reserves and accruals |
2,512,059 | 1,703,061 | ||||||
Non-employee stock option expense |
312,218 | 313,474 | ||||||
Non-qualified stock option expense |
587,795 | 214,003 | ||||||
Capitalized R&D |
6,718,001 | 2,790,909 | ||||||
Charitable contributions |
| 466,346 | ||||||
Alternative minimum tax carryforward |
1,111,541 | 752,247 | ||||||
R&D tax credit |
4,361,353 | 3,141,781 | ||||||
Deferred income tax assets |
19,717,057 | 23,187,782 | ||||||
Deferred income tax liabilities |
||||||||
Depreciation |
(1,183,910 | ) | (539,806 | ) | ||||
Amortization |
(76,296 | ) | (65,547 | ) | ||||
Deferred income tax liabilities |
(1,260,206 | ) | (605,353 | ) | ||||
Net deferred income tax assets before valuation allowance |
18,456,851 | 22,582,429 | ||||||
Less: Valuation allowance |
(200,000 | ) | (250,000 | ) | ||||
Net deferred income tax assets |
$ | 18,256,851 | $ | 22,332,429 | ||||
Reported as: |
||||||||
Current deferred tax assets |
$ | 9,430,073 | $ | 15,608,325 | ||||
Long-term deferred tax assets |
8,826,778 | 6,724,104 | ||||||
$ | 18,256,851 | $ | 22,332,429 | |||||
45
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
In July 2000, the Company granted 136,364 warrants to acquire Company stock at an exercise
price of $0.55 per share to a member of its Board of Directors as additional consideration for a
$1.5 million loan. In October 2004, the stock warrants were exercised with an intrinsic value of
$5,233,650. The Board member was incorrectly provided tax forms that indicated the award was taxable income to him. The
Company included the $5,233,650 as stock compensation expense in its 2004 tax return and, because
the Company had a net operating loss carryforward, recorded a $2,014,955 deferred tax asset on the
balance sheet and a corresponding increase to additional paid in capital. The Companys 2004 tax
return was audited by the IRS in 2007 with no adjustment made to the stock compensation expense
deduction recorded by the Company. During a tax examination of the Board members tax return it was
determined that the exercise of the warrant should not have created taxable income and that the
inclusion of the intrinsic value of the warrant in the directors 1099 was in fact, an error.
Accordingly, in the second quarter of 2008, the Company reduced its deferred tax asset balance and
additional paid in capital by $2,014,955. The adjusting entry was a balance sheet only adjustment
and had no impact on retained earnings and was not considered material to the associated account
balances or the balance sheet as a whole.
The Company
recognizes the income tax benefits associated with certain stock compensation deductions only
when such deductions produce a reduction to the companys actual tax liability.
Accordingly, the deferred tax asset reported above for net operating losses carrying forward
includes a federal NOL of approximately $10.0 million at December 31, 2008, after utilization
of approximately $20.6 million during 2008. When stock compensation deductions of $11.6 million
are considered prior to utilization, the federal NOL is approximately $21.6 million at
December 31, 2008 after utilization of approximately $19.1 million during 2008.
The Companys federal NOL carryforward expires in 2024. The Companys state NOL expires
at various dates beginning in 2009 through 2024.
In preparing the Companys financial statements, management has assessed the likelihood that
its deferred income tax assets will be realized from future taxable income. In evaluating the
ability to recover its deferred income tax assets, management considers all available evidence,
positive and negative; including the Companys 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 income tax assets will not be realized. Management exercises significant judgment in
determining the Companys provisions for income taxes, its deferred income tax assets and
liabilities and its future taxable income for purposes of assessing its ability to utilize any
future tax benefit from its deferred income tax assets. Although management believes that its tax
estimates are reasonable, the ultimate tax determination involves significant judgments that could
become subject to audit by tax authorities in the ordinary course of business. As a result of the
shareholder litigation settlement expense recorded in the second quarter of 2006, management has
recorded a valuation allowance of $250,000 against its deferred income tax assets for Arizona
NOLs. In the second quarter of 2008, an additional $250,000 valuation allowance was recorded
against the same deferred tax assets.
In the fourth quarter of 2008, management updated its analysis regarding its ability to utilize
the Arizona NOL to reflect the results of current operations, including the reversal of the
punitive damages accrual of $5,200,000 relating to the Heston litigation in the fourth quarter
of 2008, as well as its future business plans. Based on this updated analysis, management
reduced its valuation allowance against the deferred tax assets for
Arizona NOLs from $500,000
to $200,000 at December 31, 2008.
Management believes that, other than as previously described,
as of December 31, 2008, based on an evaluation and projections of future sales and profitability,
no other valuation allowance was deemed necessary as management concluded that it is more likely
than not that the Companys net deferred income 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.
Significant components of the provision (benefit) for income taxes are as follows:
For the Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Current |
||||||||||||
Federal |
$ | 414,094 | $ | 518,682 | $ | 235,863 | ||||||
State |
239,539 | 49,226 | 36,161 | |||||||||
Total Current |
653,633 | 567,908 | 272,024 | |||||||||
Deferred |
||||||||||||
Federal |
2,520,677 | 6,014,663 | (1,292,900 | ) | ||||||||
State |
(460,054 | ) | (182,880 | ) | 124,976 | |||||||
Total Deferred |
2,060,623 | 5,831,783 | (1,167,924 | ) | ||||||||
Tax provision (benefit) recorded as
an increase (decrease) in liability
for unrecorded tax benefits |
592,007 | 1,100,073 | | |||||||||
Provision (benefit) for Income Taxes |
$ | 3,306,263 | $ | 7,499,764 | $ | (895,900 | ) | |||||
46
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
A reconciliation of the Companys effective income tax rate to the federal statutory rate follows:
For the Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Federal statutory rate |
35.0 | % | 35.0 | % | (35.0 | )% | ||||||
State tax, net of federal benefit |
4.8 | % | 3.6 | % | (3.4 | )% | ||||||
Permanent
differences a) |
12.3 | % | 3.6 | % | 13.9 | % | ||||||
Research and development |
(10.5 | )% | (13.8 | )% | 0.0 | % | ||||||
Change in liability for unrecognized tax benefits |
8.5 | % | 4.9 | % | 0.0 | % | ||||||
Change in valuation allowance |
(0.7 | )% | 0.0 | % | 5.0 | % | ||||||
Other |
(1.8 | )% | 0.0 | % | 1.5 | % | ||||||
Effective income tax rate |
47.6 | % | 33.3 | % | (18.0 | )% | ||||||
a) | Permanent differences include certain expenses which are not deductible for tax purposes including lobbying fees and stock-based compensation expense related to ISOs. |
In 2007, the Company completed a research and development tax credit study which identified
$3.1 million in tax credits for Federal and Arizona income tax purposes related to the 2003 through
2007 tax years net of the federal benefit on the AZ research and development tax credits. As a result, the Company recognized $2.0
million in 2007 as a reduction in income tax expense. Management made the determination that it was
more likely than not that the full benefit of the research and development tax credit would not be
sustained on examination and recorded a liability for unrecognized tax benefits of $1.1 million as
of December 31, 2007. Management has estimated that an additional $869,000 of tax credits are
available for Federal and state income tax purposes for the 2008 tax year net of the federal benefit on the AZ research and development tax credits. In addition, during 2008
management accrued approximately $106,000 for estimated uncertain tax positions related to
certain state income tax liabilities. As of December 31, 2008, management does not expect the
amount of the unrecognized tax benefit liability to increase or decrease within the next 12 months.
Should the unrecognized tax benefit of $1.7 million be recognized, our effective tax rate would be
favorably impacted.
The following presents a rollforward of our liability for unrecognized tax benefits as of
December 31:
2008 | 2007 | |||||||
Balance at January 1, |
$ | 1,100,073 | $ | | ||||
Increase in prior year tax positions |
| 1,100,073 | ||||||
Increase in current year tax positions |
640,850 | | ||||||
Decrease related to adjustment of previous estimates of activity |
(48,843 | ) | | |||||
Decrease related to settlements with taxing authorities |
| | ||||||
Decrease related to lapse in statute of limitations |
| | ||||||
Balance at December 31, |
$ | 1,692,080 | $ | 1,100,073 | ||||
An examination by the United States Internal Revenue Service (the IRS) for 2006 was
concluded in the third quarter of 2008 with no significant adjustment required by the IRS. Federal
income tax returns for 2007 remain open to examination by the IRS, while state and local income tax
returns for 2002 through 2007 also remain open to examination.
As part of the examination by the IRS for the Companys 2004 fiscal year, the IRS notified the
Company that it intended to propose an assessment for failure to timely deposit employment taxes
with respect to stock option exercises. Although management believed that it had meritorious
defenses against a proposed assessment, the matter was settled for $116,000 in October 2007, which
was recorded in sales, general and administrative expense for the year ended December 31, 2007.
9. Line of Credit
The Company entered into a line of credit agreement on July 13, 2004. The agreement has a
total availability of $10 million. The line is secured primarily by the Companys accounts
receivable and inventory and bears interest at varying rates, 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,
2010 and requires monthly payments of interest only. At December 31, 2008, there was no amount
outstanding under the line of credit and the available borrowing under the existing line of credit
was $10.0 million. There were no borrowings under the line during the year ended December 31, 2008.
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.
At December 31, 2008, the Company was in compliance with the covenants.
47
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
10. Stockholders Equity
a. Common Stock and Preferred Stock
Concurrent with its re-incorporation in Delaware in January 2001, the Company adopted a
certificate of incorporation and authorized the issuance of two classes of stock designated as
common stock and preferred stock, each having a par value of $0.00001 per share. The Company is
authorized to issue is 200 million shares of common stock and 25 million shares of preferred stock.
b. Stock Repurchase
In April 2008, TASERs Board of Directors authorized a stock repurchase program to acquire up
to $12.5 million of the Companys outstanding common stock subject to stock market conditions and
corporate considerations. During 2008, the Company repurchased 1.79 million shares at a weighted
average cost of $6.98 per share and a total cost of $12.5 million.
In August 2006, TASERs Board of Directors authorized a stock repurchase program to acquire up
to $10 million of the Companys outstanding common stock. During the third quarter of 2006, the
Company repurchased 300,000 shares at a weighted average cost of $7.36 per share and a total cost
of approximately $2.2 million. The Companys ability to repurchase stock under this program terminated upon
final payment of the shareholder class action and derivative settlement in the first quarter of
2007.
c. Stock Option Plans
The Company has historically issued stock options to various equity owners and key employees
as a means of attracting and retaining quality personnel. The option holders have the right to
purchase a stated number of shares at the market value on the grant date. The options issued under
the Companys 1999 Stock Option Plan (the 1999 Plan) generally vest over a three-year period and
have a contractual maturity of ten years. The options issued under the Companys 2001 Stock Option
Plan (the 2001 Plan) generally vest over a three-year period and have a contractual maturity of
ten years. The options issued under the Companys 2004 Stock Option Plan (the 2004 Plan)
generally vest over a three-year period and have a contractual maturity of ten years, however the
majority of options issued under this plan within fiscal 2005 had vesting terms of one year. The
shares issuable under each of the plans were registered on Form S-8 with the United States
Securities and Exchange Commission. The total number of shares registered under these plans was as
follows: 9,952,500 under the 1999 Plan, 6,600,000 under the 2001 Plan, and 6,800,000 under the 2004
Plan. These plans provide for officers, key employees and consultants to receive nontransferable
stock options to purchase an aggregate of 23,352,500 shares of the Companys common stock. As of
December 31, 2008, 702,680 options remain available for future grants.
Stock Option Activity
A summary of the Companys stock options at December 31, 2008, 2007 and 2006 and for the years
then ended is presented in the table below:
2008 | 2007 | 2006 | ||||||||||||||||||||||
Weighted Average |
Weighted Average |
Weighted Average |
||||||||||||||||||||||
Options | Exercise Price | Options | Exercise Price | Options | Exercise Price | |||||||||||||||||||
Options outstanding, beginning of year |
5,234,072 | $ | 6.06 | 5,902,182 | $ | 5.13 | 6,161,933 | $ | 4.92 | |||||||||||||||
Granted |
4,285,671 | $ | 5.38 | 533,404 | $ | 10.42 | 192,038 | $ | 8.66 | |||||||||||||||
Exercised |
(323,409 | ) | $ | 1.06 | (1,107,574 | ) | $ | 2.84 | (301,320 | ) | $ | 2.48 | ||||||||||||
Expired/terminated |
(87,404 | ) | $ | 11.29 | (93,940 | ) | $ | 10.52 | (150,469 | ) | $ | 6.29 | ||||||||||||
Options outstanding, end of year |
9,108,930 | $ | 5.87 | 5,234,072 | $ | 6.06 | 5,902,182 | $ | 5.13 | |||||||||||||||
Exercisable at end of year |
4,901,483 | $ | 6.02 | 4,683,066 | $ | 5.58 | 5,608,322 | $ | 4.88 | |||||||||||||||
Options available for grant at end of year |
702,680 | 4,900,947 | 5,340,411 | |||||||||||||||||||||
Weighted average fair value of options granted during the year |
$ | 2.89 | $ | 5.22 | $ | 4.49 |
48
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
The following table summarizes information about stock options outstanding and exercisable as
of December 31, 2008:
Options Outstanding | Options Exercisable | |||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Weighted | Remaining | Weighted | ||||||||||||||||||
Number | Average | Contractual | Number | Average | ||||||||||||||||
Range of Exercise Price | Outstanding | Exercise Price | Life Life | Exercisable | Exercise Price | |||||||||||||||
$0.28 $0.99
|
954,886 | $ | 0.36 | 3.8 | 954,886 | $ | 0.36 | |||||||||||||
$1.03 $2.41
|
858,875 | $ | 1.56 | 3.7 | 858,875 | $ | 1.56 | |||||||||||||
$3.53 $9.93
|
6,348,602 | $ | 6.22 | 8.4 | 2,400,744 | $ | 7.67 | |||||||||||||
$10.07 $19.76
|
884,567 | $ | 12.17 | 7.3 | 624,978 | $ | 12.71 | |||||||||||||
$20.12 $29.98
|
62,000 | $ | 23.91 | 5.5 | 62,000 | $ | 23.91 | |||||||||||||
$0.28 $29.98
|
9,108,930 | $ | 5.87 | 7.4 | 4,901,483 | $ | 6.02 | |||||||||||||
The total fair value of options exercisable was approximately $15.4 million, $13.6 million and
$14.1 million at December 31, 2008, 2007 and 2006, respectively. The aggregate intrinsic value of
options outstanding and options exercisable at December 31, 2008 was $9.4 million and $7.9 million,
respectively. The aggregate intrinsic value of unvested options at December 31, 2008 was $1.4
million. Aggregate intrinsic value represents the difference between the Companys closing stock
price on the last trading day of the fiscal period, which was $5.28 as of December 31, 2008, and
the exercise price of the option multiplied by the number of options outstanding. Total intrinsic
value of options exercised was $2.4 million, $9.7 million and $1.9 million for the years ended
December 31, 2008, 2007 and 2006, respectively.
At December 31, 2008, the Company had 4,207,447 unvested options outstanding with a weighted
average exercise price of $5.64 per share, weighted average fair value of $3.01 per share and
weighted average remaining contractual life of 9.7 years. Of the unvested options outstanding at
December 31, 2008, the Company expects that 4,030,734 options will ultimately vest based on its
historical experience.
Stock-based Compensation Expense
The Company accounts for share-based compensation under SFAS No. 123(R), using the fair-value method. Reported share-based compensation was
classified as follows for the years ended December 31:
2008 | 2007 | 2006 | ||||||||||
Indirect manufacturing expense |
$ | 257,964 | $ | 187,585 | $ | 131,086 | ||||||
Sales, general and administrative expenses |
1,552,411 | 986,616 | 808,341 | |||||||||
Research and development expenses |
613,510 | 213,765 | 199,418 | |||||||||
$ | 2,423,885 | $ | 1,387,966 | $ | 1,138,845 | |||||||
As of December 31, 2008, total unrecognized stock-based compensation expense related to
non-vested stock options was approximately $11.7 million, which is expected to be recognized over a
weighted average period of approximately 16 months.
Total share-based compensation expense recognized in the income statement for the years ended
December 31, 2008, 2007 and 2006 includes $1,438,000, $1,094,000 and $874,000, respectively,
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 $588,000 and
$214,000 for the years ended December 31, 2008 and 2007, respectively. As a result of the adoption
of SFAS No. 123(R), the Company did not tax effect the share-based compensation expense for tax
purposes related to the non-qualified disposition of ISOs exercised and sold. The benefit will be
recorded when the Company is in a position to realize the benefit with an offset to taxes payable
in future periods. The total unrecognized tax benefit related to the non-qualified disposition of
stock options in 2008, 2007 and 2006 was approximately $1.2 million, $3.0 million and $617,000,
respectively.
The Company granted 811,000 performance-based stock options in 2008, the vesting of which is
contingent upon the completion of certain performance criteria including the successful development
and market acceptance of future product introductions as well as the future operating performance
of the Company. Compensation expense is recognized over the implicit service period (the date the
performance condition is required to be achieved) based on managements estimate of the probability of the
performance criteria being satisfied, adjusted at each balance sheet date. At December 31, 2008,
the fair value of the performance-based options was estimated to be $1.96 million, and the Company
recognized related compensation expense of $119,000 during 2008.
49
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
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
years ended December 31, 2008, 2007 and 2006, the Company incurred expenses of approximately
$197,000, $394,000 and $487,000, respectively, to Thomas P. Smith. For the years ended December 31,
2008 and 2007, the Company incurred expenses of approximately $107,000 and $54,000, respectively,
to Patrick W. Smith. No amounts were reimbursed to Patrick W. Smith for the year ended December 31,
2006. At December 31, 2008 and 2007, the Company had outstanding payables of approximately $0 and
$27,000, respectively, to Thomas P. Smith. At December 31, 2008 and 2007, the Company had no
outstanding payables due to Patrick W. Smith. Management 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 chartered an aircraft from Thundervolt, LLC,
which is 50% owned by Patrick W. Smith, Chief Executive Officer of the Company, for business
related travel. For the year ended December 31, 2007, the Company incurred expenses of $30,000 to
reimburse Thomas P. Smith for such travel. Management believes that the rates charged by
Thundervolt, LLC to Thomas P. Smith were equal to or below commercial rates the Company would pay
to charter similar aircraft from independent charter companies. No expenses were incurred for 2008
or 2006.
Management performed a review of the above relationship 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). The relationships were
determined to not 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.
TASER Foundation
In November 2004, the Company established the TASER Foundation. The TASER Foundation is an
Internal Revenue Code Section 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. Over half of the initial $1 million
endowment was contributed directly by the Companys 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 years ended December 31, 2008, 2007 and 2006, the Company
incurred approximately $233,000, $179,000 and $228,000, respectively, in such administrative costs.
For the years ended December 31, 2008, 2007 and 2006, the Company contributed $25,000, $300,000 and
$275,000, respectively, to the TASER Foundation. At December 31, 2008 and 2007, the Company had no
outstanding payable amounts to the Foundation.
Consulting services
The Company engages Mark Kroll, a member of the Board of Directors, to provide consulting
services. The expenses related to these services for the years ended December 31, 2008, 2007 and
2006 were approximately $293,000, $227,000 and $197,000, respectively. At December 31, 2008 and
2007, the Company had accrued liabilities of approximately $23,000 and $20,000, respectively,
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
$15,500 in 2008. The Company matches 100% of the first 3% of eligible compensation contributed to
the Plan by each participant and 50% of the next 2% of eligible compensation contributed to the
Plan by each participant. Beginning January 1, 2008, the Companys matching contributions are
immediately vested. During 2007 and 2006, the Companys matching contributions cliff vested 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 year ended December 31, 2008, 2007 and 2006
were approximately $398,000, $250,000 and $201,000. Future matching or profit sharing contributions
to the Plan are at the Companys sole discretion.
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TASER INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTES TO FINANCIAL STATEMENTS (Continued)
13. Selected Quarterly Financial Data (unaudited)
Selected quarterly financial data for years ended December 31, 2008 and 2007 follows (in
thousands except for per share data):
Quarter Ended | ||||||||||||||||
Mar.31, 2008 | Jun.30, 2008 | Sep.30, 2008 | Dec. 31, 2008 | |||||||||||||
Net sales |
$ | 22,486,504 | $ | 21,101,309 | $ | 22,859,459 | $ | 26,398,218 | ||||||||
Gross margin |
$ | 12,763,318 | $ | 13,605,023 | $ | 13,894,793 | $ | 16,741,093 | ||||||||
Net income (loss) Note a) |
$ | 1,216,587 | $ | (2,015,736 | ) | $ | 650,377 | $ | 3,785,813 | |||||||
Basic net income (loss)
per share |
$ | 0.02 | $ | (0.03 | ) | $ | 0.01 | $ | 0.06 | |||||||
Diluted net income (loss)
per share |
$ | 0.02 | $ | (0.03 | ) | $ | 0.01 | $ | 0.06 |
Quarter Ended | ||||||||||||||||
Mar.31, 2007 | Jun.30, 2007 | Sep.30, 2007 | Dec. 31, 2007 | |||||||||||||
Net sales |
$ | 15,301,815 | $ | 25,863,376 | $ | 28,533,419 | $ | 31,028,581 | ||||||||
Gross margin |
$ | 8,889,029 | $ | 15,531,259 | $ | 16,006,772 | $ | 17,132,759 | ||||||||
Net income Note b) |
$ | 494,554 | $ | 3,699,208 | $ | 6,154,038 | $ | 4,678,676 | ||||||||
Basic net income per share |
$ | 0.01 | $ | 0.06 | $ | 0.10 | $ | 0.07 | ||||||||
Diluted net income per share |
$ | 0.01 | $ | 0.06 | $ | 0.09 | $ | 0.07 |
a) | For the quarter ended June 30, 2008, the Company recorded a $5.2 million non-cash charge for punitive damages following an adverse jury verdict in a litigation trial. The $5.2 million was reversed in the fourth quarter of 2008 following a court order that all punitive damages be disregarded. Refer to Note 7c. | |
b) | In September 2007, the Company completed a research and development tax credit study which identified $3.1 million in tax credits for Federal and Arizona income tax purposes related to the 2003 through 2006 tax years. The Company recognized $1.8 million in the third quarter of 2007 as a reduction in income tax expense. Refer to Note 8. |
51
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors and Stockholders
TASER International, Inc.
TASER International, Inc.
We have audited the accompanying balance sheets of TASER International, Inc. (the Company) as of
December 31, 2008 and 2007, and the related statements of operations, stockholders equity, and
cash flows for each of the three years in the period ended December 31, 2008. Our audits of the basic
financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of TASER International, Inc. as of December 31, 2008 and 2007, and
the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2008, in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1(l) to the financial statements, effective January 1, 2007
Taser International, Inc. adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income TaxesAn interpretation of FASB Statement No. 109.
As discussed in Note 1(p) to the financial statements, effective January 1, 2006 Taser International, Inc. adopted the
provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, applying the modified-prospective method.
We also have audited, in accordance with the standards of the Public Company Oversight Board
(United States), TASER International Inc.s internal control over financial reporting as of
December 31, 2008, based on criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated
March 16, 2009, expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 16, 2009
March 16, 2009
52
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Attached as exhibits to this Form 10-K are certifications of the Companys Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), which are required in accordance with Rule
13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This Controls and
Procedures section includes information concerning the controls and controls evaluation referred
to in the certifications. The report of Grant Thornton LLP, our independent registered public
accounting firm, regarding its audit of the Companys internal control over financial reporting and
of managements assessment of internal control over financial reporting is included herein. This
section should be read in conjunction with the certifications and the Grant Thornton attestation
report for a more complete understanding of the topics presented.
Evaluation of disclosure controls and procedures
As of the end of the period covered by this Annual Report on Form 10-K, as required by
paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act, we evaluated under the
supervision of our CEO and our CFO, the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, our CEO and
our CFO have concluded that as of December 31, 2008 our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that we file or submit
under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and
communicated to our management, including our CEO and our CFO, 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.
Management report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. Internal control over financial reporting includes those
policies and procedures that:
(i) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | ||
(ii) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | ||
(iii) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. |
Management assessed our internal control over financial reporting as of December 31, 2008, the
end of our fiscal year. Management based its assessment on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Managements assessment included evaluation of such elements as the design and
operating effectiveness of key financial reporting controls, process documentation, accounting
policies and our overall control environment. This assessment is supported by testing and
monitoring performed by our Internal Audit organization.
Based on our assessment, management has concluded that our internal control over financial
reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
reporting purposes in accordance with generally accepted accounting principles. We reviewed the
results of managements assessment with the Audit Committee of our Board of Directors.
Our independent registered public accounting firm, Grant Thornton LLP, who also audited our
financial statements, assessed the effectiveness of our internal control over financial reporting.
Grant Thornton LLP has issued their attestation report, which is included herein.
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Changes in internal control over financial reporting
During the three months ended December 31, 2008, there was no change in our internal control
over financial reporting identified in connection with the evaluation required by paragraph (d) of
Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors and Stockholders
TASER International, Inc.
TASER International, Inc.
We have audited TASER International, Inc.,s (the Company) internal control over
financial reporting as of December 31, 2008, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). TASER International Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying management report on internal
control over financial reporting in Item 9A, Controls and Procedures. Our responsibility is to
express an opinion on TASER International Inc.s internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, TASER International, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008, based on the criteria established in
Internal ControlIntegrated Framework issued by
COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the balance sheets of TASER International,
Inc. as of December 31, 2008 and 2007, and the related statements of operations, stockholders
equity and cash flows for each of the three years in the period ended
December 31, 2008. Our report dated March 16, 2009, expressed an
unqualified opinion.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 16, 2009
March 16, 2009
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required to be disclosed by this item is incorporated herein by reference to
our definitive proxy statement for the 2009 Annual Meeting of Stockholders (the Proxy Statement)
which proxy statement we expect to file with the Securities and Exchange Commission within 120 days
after the end of our fiscal year ended December 31, 2008.
Item 11. Executive Compensation
The information required to be disclosed by this item is incorporated herein by reference to
our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required to be disclosed by this item concerning is incorporated herein by
reference to our Proxy Statement.
Equity Compensation Plan Information
The following table provides details of our equity compensation plans at December 31, 2008:
Number of | ||||||||||||||||
Number of | Securities | |||||||||||||||
Securities | to be Issued upon | Number of | ||||||||||||||
Authorized for | Exercise of | Weighted Average | Securities | |||||||||||||
Issuance | Outstanding | Exercise Price of | Remaining | |||||||||||||
Under the | Options, | Outstanding | Available for | |||||||||||||
Plan Category | Plan | Warrants or Rights | Options | Future Issuance | ||||||||||||
Equity compensation
plans approved by
security holders |
23,352,500 | 9,108,930 | $ | 5.87 | 702,680 | |||||||||||
Equity compensation
plans not approved
by security holders |
| | $ | | | |||||||||||
Total |
23,352,500 | 9,108,930 | $ | 5.87 | 702,680 | |||||||||||
Refer to note 10(c) to the financial statements in Part II, Item 8 of this annual report for more
information on the Companys equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required to be disclosed by this item is incorporated herein by reference to
our Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required to be disclosed by this item is incorporated by reference to our
Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) | The following documents are filed as part of this report: | |
1. | Financial Statements: | |
All financial statements as set forth under Item 8 of this report. | ||
2. | Supplementary Financial Statement Schedules: | |
Schedule II Valuation and Qualifying Accounts |
Other schedules have not been included because they are not applicable or because the information
is included elsewhere in this report.
3. | Exhibits: |
55
Table of Contents
Exhibit | ||
Number | Description | |
3.1
|
Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
3.2
|
Bylaws, as amended (incorporated by reference to Exhibit 3.2 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
3.3
|
Certificate of Amendment to Certificate of Incorporation dated September 1, 2004 (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
4.1
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.1*
|
Executive Employment Agreement with Patrick W. Smith, dated July 1, 1998 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.2*
|
Executive Employment Agreement with Thomas P. Smith, dated November 15, 2000 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.3*
|
Executive Employment Agreement with Kathleen C. Hanrahan, dated November 15, 2000 (incorporated by reference to Exhibit 10.3 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.4*
|
Form of Indemnification Agreement between the Company and its directors (incorporated by reference to Exhibit 10.4 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.5*
|
Form of Indemnification Agreement between the Company and its officers (incorporated by reference to Exhibit 10.5 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.6*
|
1999 Stock Option Plan (incorporated by reference to Exhibit 10.6 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.7*
|
2001 Stock Option Plan (incorporated by reference to Exhibit 10.7 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.8
|
Form of Sales Representative Agreement with respect to services by and between the Company and Sales Representatives (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB, filed March 18, 2002) | |
10.9*
|
Executive Employment Agreement with Douglas E. Klint, dated December 15, 2002 (incorporated by referenced to Exhibit 10.17 to the Annual Report on Form 10-KSB, filed March 14, 2003) | |
10.10
|
Credit Agreement dated June 22, 2004, between the Company and Bank One (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.11*
|
Executive Employment Agreement with Daniel Behrendt, dated April 28, 2004 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.12*
|
2004 Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.13*
|
2004 Outside Director Stock Option Plan, as amended. (incorporated by reference to exhibit 10.16 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.14
|
Amendment to Credit Agreement dated as of October 31, 2006 between the Company and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.17 to Form 8-K, filed November 1, 2006) | |
10.15
|
Agreement with Automation Tooling Systems Inc. for purchase of equipment (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q, filed August 9, 2007) | |
10.16*
|
Executive Employment Agreement with Steven Mercier, dated February 11, 2008. (incorporated by reference to Exhibit 10.16 to Annual Report on Form 10-K, filed February 29, 2008) | |
10.17*
|
Executive Employment Agreement with Jas Dhillon, dated August 1, 2008 | |
14.1
|
Code of Business Conduct and Ethics, as adopted by the Companys Board of Directors (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
23.1
|
Consent of Grant Thornton, LLP, independent registered public accounting firm | |
31.1
|
Principal Executive Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) | |
31.2
|
Principal Financial Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) | |
32
|
Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Management contract or compensatory plan or arrangement |
56
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
TASER INTERNATIONAL, INC.
Date: March 16, 2009
By: | /s/ PATRICK W. SMITH | |||
Chief Executive Officer | ||||
Date: March 16 , 2009
By: | /s/ DANIEL M. BEHRENDT | |||
Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Patrick W. Smith his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto and other documents in connection therewith the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could do in person hereby
ratifying and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Date | ||||
/s/ PATRICK W. SMITH
|
Director | March 16, 2009 | ||
Patrick W. Smith |
||||
/s/ THOMAS P. SMITH
|
Director | March 16, 2009 | ||
Thomas P. Smith |
||||
/s/ MATTHEW R. MCBRADY
|
Director | March 16, 2009 | ||
Matthew R. McBrady |
||||
/s/ BRUCE R. CULVER
|
Director | March 16, 2009 | ||
Bruce R. Culver |
||||
/s/ JUDY MARTZ
|
Director | March 16, 2009 | ||
Judy Martz |
||||
/s/ MARK W. KROLL
|
Director | March 16, 2009 | ||
Mark W. Kroll |
||||
/s/ MICHAEL GARNREITER
|
Director | March 16, 2009 | ||
Michael Garnreiter |
||||
/s/ JOHN S. CALDWELL
|
Director | March 16, 2009 | ||
John S. Caldwell |
||||
/s/ RICHARD H. CARMONA
|
Director | March 16, 2009 | ||
Richard H. Carmona |
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Table of Contents
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Balance at | Charged to | Charged to | Balance at | |||||||||||||||||
beginning of | costs and | other | end of | |||||||||||||||||
Description | period | expenses | accounts | Deductions | period | |||||||||||||||
Allowance for doubtful accounts |
||||||||||||||||||||
Year ended December 31, 2008 |
$ | 189,977 | $ | 78,010 | $ | $ | (67,987 | ) | $ | 200,000 | ||||||||||
Year ended December 31, 2007 |
$ | 110,052 | $ | 80,835 | $ | | $ | (910 | ) | $ | 189,977 | |||||||||
Year ended December 31, 2006 |
$ | 110,882 | $ | (830 | ) | $ | | $ | | $ | 110,052 | |||||||||
Allowance for excess and
obsolete inventory |
||||||||||||||||||||
Year ended December 31, 2008 |
$ | 320,555 | $ | 640,655 | $ | | $ | (831,310 | ) | $ | 129,900 | |||||||||
Year ended December 31, 2007 |
$ | 223,201 | $ | 206,335 | $ | | $ | (108,981 | ) | $ | 320,555 | |||||||||
Year ended December 31, 2006 |
$ | 260,750 | $ | 85,329 | $ | | $ | (122,878 | ) | $ | 223,201 | |||||||||
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Table of Contents
Exhibit | ||
Number | Description | |
3.1
|
Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
3.2
|
Bylaws, as amended (incorporated by reference to Exhibit 3.2 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
3.3
|
Certificate of Amendment to Certificate of Incorporation dated September 1, 2004 (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
4.1
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.1*
|
Executive Employment Agreement with Patrick W. Smith, dated July 1, 1998 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.2*
|
Executive Employment Agreement with Thomas P. Smith, dated November 15, 2000 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.3*
|
Executive Employment Agreement with Kathleen C. Hanrahan, dated November 15, 2000 (incorporated by reference to Exhibit 10.3 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.4*
|
Form of Indemnification Agreement between the Company and its directors (incorporated by reference to Exhibit 10.4 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.5*
|
Form of Indemnification Agreement between the Company and its officers (incorporated by reference to Exhibit 10.5 to Registration Statement on Form SB-2 effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.6*
|
1999 Stock Option Plan (incorporated by reference to Exhibit 10.6 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.7*
|
2001 Stock Option Plan (incorporated by reference to Exhibit 10.7 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658), as amended) | |
10.8
|
Form of Sales Representative Agreement with respect to services by and between the Company and Sales Representatives (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB, filed March 18, 2002) | |
10.9*
|
Executive Employment Agreement with Douglas E. Klint, dated December 15, 2002 (incorporated by referenced to Exhibit 10.17 to the Annual Report on Form 10-KSB, filed March 14, 2003) | |
10.10
|
Credit Agreement dated June 22, 2004, between the Company and Bank One (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.11*
|
Executive Employment Agreement with Daniel Behrendt, dated April 28, 2004 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.12*
|
2004 Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.13*
|
2004 Outside Director Stock Option Plan, as amended. (incorporated by reference to exhibit 10.16 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
10.14
|
Amendment to Credit Agreement dated as of October 31, 2006 between the Company and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.17 to Form 8-K, filed November 1, 2006) | |
10.15
|
Agreement with Automation Tooling Systems Inc. for purchase of equipment (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q, filed August 9, 2007) | |
10.16*
|
Executive Employment Agreement with Steven Mercier, dated February 11, 2008. (incorporated by reference to Exhibit 10.16 to Annual Report on Form 10-K, filed February 29, 2008) | |
10.17*
|
Executive Employment Agreement with Jas Dhillon, dated August 1, 2008 | |
14.1
|
Code of Business Conduct and Ethics, as adopted by the Companys Board of Directors (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-KSB, filed March 31, 2005) | |
23.1
|
Consent of Grant Thornton, LLP, independent registered public accounting firm | |
31.1
|
Principal Executive Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) | |
31.2
|
Principal Financial Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) | |
32
|
Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
59