AXON ENTERPRISE, INC. - Quarter Report: 2011 June (Form 10-Q)
Table of Contents
United States Securities and Exchange Commission
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-Q
o | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
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 | (I.R.S. Employer | |
of incorporation or organization) | Identification Number) | |
17800 N. 85th St., SCOTTSDALE, ARIZONA |
85255 | |
(Address of principal executive offices) | (Zip Code) |
(480) 991-0797
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to
submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer company o | Smaller reporting o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Yes o No þ
There were 59,497,286 shares of the issuers common stock,
par value $0.00001 per share, outstanding
as of August 4, 2011.
TASER INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED June 30, 2011
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED June 30, 2011
TABLE OF CONTENTS
Items 3, 4 and 5 are not applicable.
2
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PART I FINANCIAL INFORMATION
ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS |
TASER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(UNAUDITED)
June 30, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 27,719,405 | $ | 42,684,241 | ||||
Short term investments |
10,775,112 | | ||||||
Accounts receivable, net of allowance of
$200,000 at June 30, 2011 and December
31, 2010, respectively |
9,978,838 | 13,542,535 | ||||||
Inventory |
16,049,209 | 17,815,405 | ||||||
Prepaid expenses and other current assets |
3,449,974 | 1,999,525 | ||||||
Deferred income tax assets, net |
8,129,195 | 6,284,489 | ||||||
Total current assets |
76,101,733 | 82,326,195 | ||||||
Property and equipment, net |
31,768,928 | 35,905,765 | ||||||
Deferred income tax assets, net |
13,819,753 | 13,919,753 | ||||||
Intangible assets, net |
3,145,911 | 3,090,876 | ||||||
Other long-term assets |
716,493 | 944,346 | ||||||
Total assets |
$ | 125,552,818 | $ | 136,186,935 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current Liabilities: |
||||||||
Accounts payable |
$ | 4,995,678 | $ | 4,550,789 | ||||
Accrued liabilities |
6,603,304 | 3,759,800 | ||||||
Current portion of deferred revenue |
3,023,251 | 3,265,260 | ||||||
Customer deposits |
276,417 | 372,145 | ||||||
Total current liabilities |
14,898,650 | 11,947,994 | ||||||
Deferred revenue, net of current portion |
3,719,053 | 4,392,860 | ||||||
Liability for unrecorded tax benefits |
2,279,851 | 2,281,840 | ||||||
Total liabilities |
20,897,554 | 18,622,694 | ||||||
Commitments and Contingencies |
||||||||
Stockholders Equity |
||||||||
Preferred stock, $0.00001 par value per
share; 25 million shares authorized; no
shares issued and outstanding at June 30,
2011 and December 31, 2010, respectively |
| | ||||||
Common stock, $0.00001 par value per
share; 200 million shares authorized;
59,704,086 and 62,621,268 shares issued
and outstanding at June 30, 2011 and
December 31, 2010, respectively |
647 | 647 | ||||||
Additional paid-in capital |
98,965,932 | 97,122,085 | ||||||
Treasury stock, 5,013,450 and 2,091,600
shares at June 30, 2011 and December 31,
2010, respectively |
(27,208,053 | ) | (14,708,237 | ) | ||||
Retained earnings |
32,910,091 | 35,185,191 | ||||||
Accumulated other comprehensive loss |
(13,353 | ) | (35,445 | ) | ||||
Total stockholders equity |
104,655,264 | 117,564,241 | ||||||
Total liabilities and stockholders equity |
$ | 125,552,818 | $ | 136,186,935 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
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TASER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(UNAUDITED)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net sales |
$ | 21,198,055 | $ | 19,120,525 | $ | 44,315,004 | $ | 42,964,426 | ||||||||
Total cost of products sold |
8,956,362 | 9,489,815 | 19,865,649 | 19,843,295 | ||||||||||||
Gross margin |
12,241,693 | 9,630,710 | 24,449,355 | 23,121,131 | ||||||||||||
Sales, general and administrative expenses |
9,065,847 | 9,988,885 | 18,401,230 | 20,276,107 | ||||||||||||
Research and development expenses |
2,793,235 | 3,055,049 | 5,545,699 | 7,194,965 | ||||||||||||
Litigation judgment expense |
3,301,243 | | 3,301,243 | | ||||||||||||
Loss on impairment |
1,350,504 | | 1,350,504 | | ||||||||||||
Loss on write down / disposal of property
and equipment, net |
747,409 | 22,510 | 757,038 | 34,442 | ||||||||||||
Loss from operations |
(5,016,545 | ) | (3,435,734 | ) | (4,906,359 | ) | (4,384,383 | ) | ||||||||
Interest and other income, net |
1,261,885 | 6,203 | 1,288,206 | 14,102 | ||||||||||||
Loss before income tax benefit |
(3,754,660 | ) | (3,429,531 | ) | (3,618,153 | ) | (4,370,281 | ) | ||||||||
Income tax benefit |
(1,459,828 | ) | (2,070,142 | ) | (1,343,053 | ) | (2,518,287 | ) | ||||||||
Net loss |
$ | (2,294,832 | ) | $ | (1,359,389 | ) | $ | (2,275,100 | ) | $ | (1,851,994 | ) | ||||
Loss per common and common equivalent shares |
||||||||||||||||
Basic |
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | ||||
Diluted |
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | ||||
Weighted average number of common and
common equivalent shares outstanding |
||||||||||||||||
Basic |
60,605,140 | 62,333,929 | 61,515,979 | 62,450,722 | ||||||||||||
Diluted |
60,605,140 | 62,333,929 | 61,515,979 | 62,450,722 |
The accompanying notes are an integral part of these consolidated financial statements.
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TASER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(UNAUDITED)
For the Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net Loss |
$ | (2,275,100 | ) | $ | (1,851,994 | ) | ||
Adjustments to reconcile net loss to net cash (used) provided by operating activities: |
||||||||
Loss on impairment |
1,350,504 | | ||||||
Depreciation and amortization |
4,117,580 | 3,128,328 | ||||||
Loss on write down / disposal of property and equipment, net |
757,038 | 34,442 | ||||||
Provision for doubtful accounts |
14,580 | 2,764 | ||||||
Provision / write-off of excess and obsolete inventory |
328,870 | 806,350 | ||||||
Provision for warranty |
79,886 | 321,137 | ||||||
Stock-based compensation expense |
1,839,924 | 1,926,220 | ||||||
Litigation judgment accrual |
3,301,243 | | ||||||
Deferred income taxes |
(1,744,706 | ) | (1,427,397 | ) | ||||
Provision for unrecognized tax benefits |
(1,989 | ) | (65,159 | ) | ||||
Change in assets and liabilities: |
||||||||
Accounts receivable |
3,546,984 | 4,383,916 | ||||||
Inventory |
1,044,680 | (4,797,031 | ) | |||||
Prepaids and other assets |
(1,592,862 | ) | (2,705,926 | ) | ||||
Accounts payable and accrued liabilities |
(599,996 | ) | (2,159,154 | ) | ||||
Deferred revenue |
(915,816 | ) | 119,355 | |||||
Customer deposits |
(95,728 | ) | (105,793 | ) | ||||
Net cash provided (used) by operating activities |
9,155,092 | (2,389,942 | ) | |||||
Cash Flows from Investing Activities: |
||||||||
Purchases of investments |
(10,775,112 | ) | | |||||
Purchases of property and equipment |
(659,872 | ) | (3,193,856 | ) | ||||
Purchases of intangible assets |
(213,276 | ) | (180,053 | ) | ||||
Net cash used by investing activities |
(11,648,260 | ) | (3,373,909 | ) | ||||
Cash Flows from Financing Activities: |
||||||||
Repurchase of common stock |
(12,499,816 | ) | | |||||
Proceeds from stock options exercised |
3,923 | 961,037 | ||||||
Net cash (used) provided by financing activities |
(12,495,893 | ) | 961,037 | |||||
Effect of exchange rate change on cash and cash equivalents |
24,225 | (102,981 | ) | |||||
Net decrease in cash and cash equivalents |
(14,989,061 | ) | (4,802,814 | ) | ||||
Cash and cash equivalents, beginning of period |
42,684,241 | 45,505,049 | ||||||
Cash and cash equivalents, end of period |
$ | 27,719,405 | $ | 40,599,254 | ||||
Supplemental Disclosure: |
||||||||
Cash paid for income taxes |
$ | 36,000 | $ | 528,532 | ||||
Non-Cash Transactions: |
||||||||
Property and equipment purchases in accounts payable |
$ | 507,260 | $ | 39,134 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
1. The Company and Summary of Significant Accounting Policies
TASER International, Inc. (TASER or the Company) is a developer and manufacturer of
advanced electronic control devices (ECDs) designed for use in law enforcement, military,
corrections, private security and personal defense. In addition, the Company has developed full
technology solutions for the capture, storage and management of video/audio evidence as well as
other tactical capabilities for use in law enforcement. The Company sells its products worldwide
through its direct sales force, distribution partners, online store and third party resellers. The
Company was incorporated in Arizona in September 1993 and reincorporated in Delaware in January
2001. The Companys corporate headquarters and manufacturing facilities are located in Scottsdale,
Arizona. The Companys internet services and software development division facilities are located
in Carpenteria, California.
The accompanying consolidated financial statements include the accounts of the Company, and
its wholly owned subsidiary, TASER International Europe SE (TASER Europe). TASER Europe was
established in 2010 to facilitate sales and provide customer service to our customers in the
European region. All material intercompany accounts, transactions, and profits have been
eliminated.
a. Basis of presentation, preparation and use of estimates
The accompanying unaudited consolidated financial statements of TASER include all adjustments
(consisting only of normal recurring accruals) that in the opinion of management are necessary for
the fair presentation of the Companys operating results, financial position and cash flows as of
June 30, 2011, and for the three and six months ended June 30, 2011 and 2010. The preparation of
these consolidated financial statements in conformity with accounting principles generally accepted
in the United States of America (U.S. GAAP) requires management to make estimates and assumptions
that affect the amounts reported in these consolidated financial statements and accompanying notes.
Actual results could differ materially from those estimates.
Certain information and note disclosures normally included in consolidated financial
statements prepared in accordance with U.S. GAAP have been omitted from these unaudited
consolidated financial statements in accordance with applicable rules. The results of operations
for the three and six months ended June 30, 2011 and 2010, are not necessarily indicative of the
results to be expected for the full year (or any other period) and all results of operations
included herein should be read in conjunction with the financial statements and notes thereto
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010.
b. Segment information and major customers
Management has determined that its operations presently are comprised of one reportable
segment, the sale of ECDs, accessories and other products and services. Based on the introduction
of new product offerings in 2010, management will evaluate how the operating results of the Company
will be reviewed internally on a go forward basis in order to improve the level of resource
decision making and assessment of segment performance. Based on this evaluation, management will
make the necessary changes to its internal management reporting system and subsequently, will
perform a review to determine if the Company will redefine its reportable operating segments in
accordance with U.S. GAAP. For the three and six months ended June 30, 2011 and 2010, sales by
geographic area were as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
United States |
77 | % | 84 | % | 77 | % | 79 | % | ||||||||
Other Countries |
23 | % | 16 | % | 23 | % | 21 | % | ||||||||
Total |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Sales to customers outside of the United States are typically denominated in U.S.
dollars and are attributed to each country based on the billing address of the distributor or
customer. For the three months ended June 30, 2011, sales to Australia represented approximately
10% of net sales. For the three months ended June 30, 2010, no individual country outside of the
U.S. represented a material amount of total net sales. For the six months ended June 30, 2011 and
2010, no individual country outside of the U.S. represented a material amount of total net sales.
In the three months ended June 30, 2011, two distributors represented approximately 15% and
11% of total net sales. In the three months ended June 30, 2010, one distributor represented
approximately 10% of total net sales. In the six months
ended June 30, 2011, one distributor represented approximately 12% of total net sales. In the
six months ended June 30, 2010,
one distributor represented approximately 10% of total net sales. At June 30, 2011, the Company had
receivables from two distributors comprising 19% and 14% of its aggregate accounts receivable
balance. At December 31, 2010, the Company had receivables from three customers comprising 19%, 11%
and 10% of its aggregate accounts receivable balance. These customers are unaffiliated distributors
of the Companys products.
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
c. Loss per common share
Basic loss per share is computed by dividing net loss by the weighted average number of common
shares outstanding during the periods presented. Diluted loss per share reflects the potential
dilution that could occur if such options were exercised using the treasury stock method. The
calculation of the weighted average number of shares outstanding and loss per share are as follows:
For the Three Months Ended June 30 | For the Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Numerator for basic and diluted loss per share |
||||||||||||||||
Net loss |
$ | (2,294,832 | ) | $ | (1,359,389 | ) | $ | (2,275,100 | ) | $ | (1,851,994 | ) | ||||
Denominator for basic loss per share -
weighted average shares outstanding |
60,605,140 | 62,333,929 | 61,515,979 | 62,450,722 | ||||||||||||
Dilutive effect of shares issuable under
stock options outstanding |
| | | | ||||||||||||
Denominator for diluted loss per share -
adjusted weighted average shares outstanding |
60,605,140 | 62,333,929 | 61,515,979 | 62,450,722 | ||||||||||||
Net loss per common share |
||||||||||||||||
Basic |
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | ||||
Diluted |
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) |
As a result of the net loss per share for the three months and six months ended June 30,
2011, the effects of 7,031,017 and 7,015,738 stock options, respectively, were excluded from the
calculation as their effect would have been to reduce net loss per share. As a result of the net
loss for the three and six months ended June 30, 2010, the effects of 6,335,522 and 4,753,281 stock
options, respectively, were excluded from the calculation as their effect would have been to reduce
the net loss per share.
d. Warranty costs
The Company warrants its X2 ECDs, X3 ECDs, X26 ECDs, M26 ECDs, XREP, TASER CAM, Shockwave,
AXON Tactical Computer, Com Hub user interface, Synapse Evidence Transfer Manager (ETM), and
HeadCam products from manufacturing defects on a limited basis for a period of one year after
purchase, and thereafter will replace any defective unit for a fee. The TASER C2 product is
warranted for a period of 90 days after purchase. The Company also sells extended warranties for
periods of up to four years after the expiration of the limited one year warranty. After the one
year standard warranty expires, if the device fails to operate properly for any reason, the Company
will replace the TASER X26 for a prorated discounted price depending on when the product was placed
into service. These fees are intended to cover the handling and repair costs and include a profit.
Management tracks historical data related to returns and warranty costs on a quarterly basis, and
estimates future warranty claims by applying the estimated weighted average return rate to the
product sales for the period. If management becomes aware of a component failure that could result
in larger than anticipated returns from its customers, the reserve would be increased. The reserve
for warranty returns is included in accrued liabilities on the consolidated balance sheet. The
following table summarizes the changes in the estimated product warranty liabilities for the six
months ended June 30, 2011 and 2010.
2011 | 2010 | |||||||
Balance at January 1, |
$ | 646,113 | $ | 369,311 | ||||
Utilization of accrual |
(395,911 | ) | (264,291 | ) | ||||
Warranty expense |
79,886 | 321,137 | ||||||
Balance at June 30, |
$ | 330,088 | $ | 426,157 | ||||
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
e. Capitalized software development costs
For development costs related to EVIDENCE.com, the Companys Software as a Service (SaaS)
product, the Company capitalizes qualifying computer software costs that are incurred during the
application development stage. Costs related to preliminary project planning activities and
post-implementation activities are expensed as incurred. For the three and six months ended June
30, 2011, the Company did not capitalize any such costs. For the three and six months ended June
30, 2010, the Company capitalized $528,000 and $1,320,000, respectively, of qualifying software
development costs.
f. Fair value of financial instruments
The Company uses the fair value framework for measuring financial assets and liabilities
measured on a recurring basis and for non-financial assets and liabilities when these items are
remeasured. The hierarchy below lists three levels of fair value based on the extent to which
inputs used in measuring fair value are observable in the market. The Company categorizes each of
its fair value measurements in one of these three levels based on the lowest level input that is
significant to the fair value measurement in its entirety. These levels are:
| Level 1 Valuation techniques in which all significant inputs are
unadjusted quoted prices from active markets for assets or liabilities
that are identical to the assets or liabilities being measured. |
|
| Level 2 Valuation techniques in which significant inputs include
quoted prices from active markets for assets or liabilities that are
similar to the assets or liabilities being measured and/or quoted
prices for assets or liabilities that are identical or similar to the
assets or liabilities being measured from markets that are not active.
Also, model-derived valuations in which all significant inputs and
significant value drivers are observable in active markets are Level 2
valuation techniques. |
|
| Level 3 Valuation techniques in which one or more significant
inputs or significant value drivers are unobservable. Unobservable
inputs are valuation technique inputs that reflect our own assumptions
about the assumptions that market participants would use in pricing an
asset or liability. |
The Company has cash equivalents which at June 30, 2011 and December 31, 2010 are comprised of
money market mutual funds, valued using Level 1 valuation techniques. At June 30, 2011, the Company
held some short term investments consisting of commercial paper. Based on managements ability and
intent to hold these investments to maturity, they are recorded at amortized cost on the balance
sheet. Refer to note 2 for additional fair value disclosures for these short term investments. The
Companys financial instruments also include accounts receivable, accounts payable and accrued
liabilities. Due to the short-term nature of these instruments, their fair value approximates their
carrying value on the balance sheet.
g. Valuation of Long-lived Assets
We review long-lived assets, such as property and equipment and intangible assets subject to
and not 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.
In the three and six months ended June 30, 2011, the Company recognized $1,350,504 in
impairment charges associated with its Protector product line following the Companys decision to
abandon ongoing operations relating to this line. No impairment charges were recorded in 2010.
In the three and six months ended June 30, 2011, the Company incurred a loss on write down/disposal
of property and equipment of $747,000 and $757,000, respectively following a decision to dispose of surplus equipment for Evidence.com options. Loss on write down/disposal of equipment for the three and
six months ended June 30, 2010 was $23,000 and $34,000, respectively.
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
h. Recently adopted accounting guidance
In October 2009, the FASB issued authoritative guidance on revenue recognition that became
effective for the Company beginning January 1, 2011. Under the new guidance on arrangements that
include software elements, tangible products that have software components that are essential to
the functionality of the tangible product will no longer be within the scope of the software
revenue recognition guidance, and software-enabled products will now be subject to other relevant
revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue
arrangements with multiple deliverables that are outside the scope of the software revenue
recognition guidance. Under the new guidance, when vendor specific objective evidence or third
party evidence for deliverables in an arrangement cannot be determined, a best estimate of the
selling price is required to separate deliverables and allocate arrangement consideration using the
relative selling price method. The new guidance includes new disclosure requirements on how the
application of the relative selling price method affects the timing and amount of revenue
recognition. The adoption of this new guidance did not have a material impact on the Companys
consolidated financial statements.
In December 2010, the FASB issued authoritative guidance on business combinations concerning
the disclosure of supplementary pro forma information which will be effective for the Company
prospectively for business combinations for which the acquisition date is on or after January 1,
2011. The new guidance clarifies the acquisition date that should be used for reporting the pro
forma financial information disclosures when comparative financial statements are presented. The
amendments are also designed to improve the usefulness of the pro forma revenue and earnings
disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma
adjustments that are directly attributable to the business combination. Management does not expect
adoption of this new guidance to have a material impact on the Companys consolidated financial
statements.
In December 2010, the FASB issued guidance to improve the disclosures that an entity provides
about the credit quality of its financing receivables and the related allowance for credit losses.
As a result of these amendments, an entity is required to disaggregate by portfolio segment or
class certain existing disclosures and provide certain new disclosures about its financing
receivables and related allowance for credit losses. The guidance became effective for the Company
effective January 1, 2011 and its adoption did not have a material impact on the Companys
consolidated financial statements.
In June 2011, the FASB issued guidance to require presentation of the total of comprehensive
income, the components of net income, and the components of other comprehensive income either in a
single continuous statement of comprehensive income or in two separate but consecutive statements.
This guidance eliminates the option to present the components of other comprehensive income as part
of the statement of changes in stockholders equity. This guidance will be effective for the
Company on January 1, 2012, and management does not believe its adoption will have a material
impact on the Companys consolidated financial statements.
2. Cash, cash equivalents, and investments
Cash and cash equivalents include funds on hand and short-term investments with original
maturities of three months or less. Short-term investments include securities generally having
maturities of 90 days to one year. The Companys short-term investments are invested in commercial
paper, which, based on managements intent and ability, are classified as held to maturity
investments, recorded at amortized cost.
9
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following is a summary of cash, cash equivalents and held-to-maturity investments by type
at June 30, 2011 and December 31, 2010:
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | Unrealized | |||||||||||||||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||||||||||
Cash and money market funds |
$ | 27,719,405 | $ | | $ | | $ | 27,719,405 | $ | 42,684,241 | $ | | $ | | $ | 42,684,241 | ||||||||||||||||
Commercial paper |
10,675,112 | 84 | 15,251 | 10,659,945 | | | | | ||||||||||||||||||||||||
Certificate of Deposit |
100,000 | | 319 | 99,681 | | | | | ||||||||||||||||||||||||
Total cash, cash
equivalents and
investments |
$ | 38,494,517 | $ | 84 | $ | 15,570 | $ | 38,479,031 | $ | 42,684,241 | $ | | $ | | $ | 42,684,241 | ||||||||||||||||
The following table summarizes the classification of cash, cash equivalents and investments in
the accompanying balance sheet:
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
Cash |
$ | 8,231,945 | $ | 12,282,389 | ||||
Cash equivalents |
19,487,460 | 30,401,852 | ||||||
Total cash and cash equivalents |
27,719,405 | 42,684,241 | ||||||
Short term investments |
10,775,112 | | ||||||
Long term investments |
| | ||||||
$ | 38,494,517 | $ | 42,684,241 | |||||
The commercial paper investments, identified above as short-term investments at June 30,
2011, have contractual maturities of less than one year. At June 30, 2011, held-to-maturity
short-term investments have gross unrealized losses of $15,570, which have been in a continuous
unrealized loss position for less than 12 months. The unrealized losses on the Companys
investments in commercial paper are due to interest rate fluctuations. As these investments were
originally purchased at a premium, are short-term in nature, are expected to be redeemed at par
value and because the Company has the ability and intent to hold these investments to maturity, the
Company does not consider these investments to be other than temporarily impaired at June 30, 2011.
3. Inventory
Inventories are stated at the lower of cost or market. Cost is determined using the weighted
average cost of raw materials, which approximates the first-in, first-out (FIFO) method, and
includes allocations of manufacturing labor and overhead. Provisions are made to reduce potentially
excess, obsolete or slow-moving inventories to their net realizable value. Inventories as of June
30, 2011 and December 31, 2010 consisted of the following:
June 30, 2011 | December 31, 2010 | |||||||
Raw materials and work-in-process |
$ | 12,430,725 | $ | 11,817,579 | ||||
Finished goods |
4,158,460 | 6,348,490 | ||||||
Reserve for excess and obsolete inventory |
(539,976 | ) | (350,664 | ) | ||||
$ | 16,049,209 | $ | 17,815,405 | |||||
10
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
4. Intangible assets
Intangible assets consisted of the following at June 30, 2011 and December 31, 2010:
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||||
Useful Life | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
Amortized intangible assets: |
||||||||||||||||||||||||||
Domain names |
5 Years | $ | 168,428 | $ | 88,894 | $ | 79,534 | $ | 237,911 | $ | 66,006 | $ | 171,905 | |||||||||||||
Issued patents |
4 to 15 Years | 1,370,969 | 299,476 | 1,071,493 | 1,040,148 | 264,716 | 775,432 | |||||||||||||||||||
Issued trademarks |
9 to 11 Years | 235,600 | 50,056 | 185,544 | 207,721 | 37,659 | 170,062 | |||||||||||||||||||
Non compete agreements |
5 to 7 Years | 150,000 | 140,000 | 10,000 | 150,000 | 130,000 | 20,000 | |||||||||||||||||||
1,924,997 | 578,426 | 1,346,571 | 1,635,780 | 498,381 | 1,137,399 | |||||||||||||||||||||
Unamortized intangible assets: |
||||||||||||||||||||||||||
TASER Trademark |
900,000 | 900,000 | 900,000 | 900,000 | ||||||||||||||||||||||
Patents and trademarks pending |
899,340 | 899,340 | 1,053,477 | 1,053,477 | ||||||||||||||||||||||
1,799,340 | 1,799,340 | 1,953,477 | 1,953,477 | |||||||||||||||||||||||
$ | 3,724,337 | $ | 578,426 | $ | 3,145,911 | $ | 3,589,257 | $ | 498,381 | $ | 3,090,876 | |||||||||||||||
Amortization expense for the three and six months ended June 30, 2011, was approximately
$41,000 and $80,000, respectively. Amortization expense for the three and six months ended June
30, 2010, was approximately $24,000 and $48,000, respectively. Estimated amortization expense of
intangible assets for the remaining six months of 2011, the next five years ended December 31, and
thereafter is as follows:
2011 (remainder of year) |
$ | 74,546 | ||
2012 |
129,093 | |||
2013 |
129,096 | |||
2014 |
128,179 | |||
2015 |
119,427 | |||
2016 |
106,556 | |||
Thereafter |
659,674 | |||
$ | 1,346,571 | |||
5. Accrued liabilities
Accrued liabilities consisted of the following at June 30, 2011 and December 31, 2010:
June 30, 2011 | December 31, 2010 | |||||||
Accrued salaries and benefits |
$ | 1,620,218 | $ | 1,411,716 | ||||
Accrued litigation judgment expense |
3,300,000 | | ||||||
Accrued expenses |
1,352,998 | 1,668,477 | ||||||
Accrued warranty expense |
330,088 | 646,113 | ||||||
Accrued income tax |
| 33,494 | ||||||
$ | 6,603,304 | $ | 3,759,800 | |||||
11
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
6. Income taxes
Deferred Tax Assets
The net deferred income tax assets at June 30, 2011, include net operating loss and
alternative minimum tax carryforwards, capitalized research and development costs, research and
development tax credits, non-qualified stock-based compensation expense, deferred warranty revenue,
warranty and inventory reserves and accrued vacation, partially offset by accelerated depreciation
expense. The Companys total current and long term deferred tax assets balance at June 30, 2011, is
$21.9 million.
In preparing the Companys consolidated financial statements, management assesses the
likelihood that its deferred tax assets will be realized from future taxable income. In evaluating
the Companys ability to recover its deferred income tax assets, management considers all available
positive and negative evidence, including its operating results, ongoing tax planning and forecasts
of future taxable income on a jurisdiction by jurisdiction basis. A valuation allowance is
established if it is determined that it is more likely than not that some portion or all of the net
deferred tax assets will not be realized. Management exercises significant judgment in determining
its provisions for income taxes, its deferred tax assets and liabilities, and its future taxable
income for purposes of assessing its ability to utilize any future tax benefit from its deferred
tax assets. Although management believes that its tax estimates are reasonable, the ultimate tax
determination involves significant judgment that could become subject to audit by tax authorities
in the ordinary course of business, as well as the generation of sufficient future taxable income.
Management believes that, as of June 30, 2011, based on an evaluation and projections of future
sales and profitability for fiscal 2011, no valuation allowance is necessary. However, such
deferred tax assets could be reduced in the future if projections of future taxable income during
the carryforward period are reduced.
The Company has completed research and development tax credit studies which identified
approximately $5.9 million in tax credits for Federal, Arizona and California income tax purposes
related to the 2003 through 2010 tax years, net of the federal benefit on the Arizona and
California research and development tax credits. Management has made the determination that it is
more likely than not that the full benefit of the research and development tax credit will not be
sustained on examination and accordingly has established a cumulative liability for unrecognized
tax benefits of $2.2 million as of June 30, 2011. In addition, management accrued approximately
$106,000 for estimated uncertain tax positions related to certain state income tax liabilities. As
of June 30, 2011, management does not expect the amount of the unrecognized tax benefit liability
to increase or decrease significantly within the next 12 months. Should the unrecognized tax
benefits of $2.3 million be recognized, the Companys effective tax rate would be favorably
impacted.
The following presents a rollforward of our liability for unrecognized tax benefits as of June
30, 2011:
Unrecognized | ||||
Tax Benefits | ||||
Balance at January 1, 2011 |
$ | 2,281,840 | ||
Decrease in prior year tax positions |
| |||
Increase in current year tax positions |
(1,989 | ) | ||
Decrease related to adjustment of previous estimates of activity |
| |||
Decrease related to settlements with taxing authorities |
| |||
Decrease related to lapse in statute of limitations |
| |||
Balance at June 30, 2011 |
$ | 2,279,851 | ||
Effective Tax Rate
Our estimated full year effective tax rate, before discrete period adjustments, is
approximately 48%, which is above the statutory rate due to the impact of non-deductible expenses
for items such as Incentive Stock Option (ISO) expense, meals and entertainment and lobbying
fees, which make our projected annual net income for tax purposes significantly higher than our
book pre-tax income. The overall effective tax rate of 38.9% and 37.1% for the three and six months
ended June 30, 2011, was below our estimated annual effective tax rate due to treating the
litigation judgment expense, asset impairment expense and the lawsuit settlement proceeds as
discrete items due to their significant and unusual nature and therefore taxeffecting them at the
statutory rate.
12
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
7. Stockholders equity
Stock Repurchase
In March 2011, 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. Through June 30, 2011, the Company repurchased approximately 2.9 million
shares at a weighted average cost, including commissions, of $4.28 per share and a total cost of
$12.5 million. During July 2011, TASERs Board of Directors authorized an additional repurchase
program to acquire up to $20 million of the Companys outstanding common stock, subject to stock
market conditions and corporate considerations. Through August 4, 2011, the Company has repurchased a total of approximately 207,000 shares
at an average cost of $4.22 per share and a total cost of $0.9 million.
Stock Option Activity
At June 30, 2011, the Company had four stock-based compensation plans, three of which are
described more fully in Note 10 to the consolidated financial statements included in the Companys
Annual Report on Form 10-K.
The following table summarizes the stock options available and outstanding as of June 30,
2011, as well as activity during the six months then ended:
Outstanding Options | ||||||||||||
Options Available | Weighted Average | |||||||||||
for Grant | Number of options | Exercise Price | ||||||||||
Balance at December 31, 2010 |
2,478,768 | 7,507,286 | $ | 5.71 | ||||||||
Granted |
(933,728 | ) | 933,728 | $ | 4.65 | |||||||
Exercised |
| (4,668 | ) | $ | 0.84 | |||||||
Expired/terminated |
46,354 | (46,354 | ) | $ | 5.46 | |||||||
Balance at June 30, 2011 |
1,591,394 | 8,389,992 | $ | 5.59 | ||||||||
The options outstanding as of June 30, 2011, have been segregated into five ranges for
additional disclosure as follows:
Options Outstanding | Options Exercisable | |||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||
Average | Weighted Average | Average | ||||||||||||||||||
Exercise | Remaining | Number | Exercise | |||||||||||||||||
Range of Exercise Price | Number Outstanding | Price | Contractual Life | Exercisable | Price | |||||||||||||||
$0.28 - $0.99 |
473,168 | $ | 0.37 | 1.7 | 473,168 | $ | 0.37 | |||||||||||||
$1.03 - $2.41 |
650,379 | $ | 1.62 | 1.3 | 650,379 | $ | 1.62 | |||||||||||||
$3.53 - $9.93 |
6,708,332 | $ | 5.78 | 6.8 | 5,099,926 | $ | 6.28 | |||||||||||||
$10.07 - $19.76 |
533,413 | $ | 11.94 | 4.4 | 533,413 | $ | 11.94 | |||||||||||||
$20.12 - $29.98 |
24,700 | $ | 22.91 | 2.9 | 24,700 | $ | 22.91 | |||||||||||||
8,389,992 | $ | 5.59 | 6.0 | 6,781,586 | $ | 5.87 | ||||||||||||||
The total fair value of options exercisable at June 30, 2011 and 2010 was $20.9 million
and $19.7 million, respectively. The aggregate intrinsic value of options outstanding and options
exercisable at June 30, 2011, was $4.2 million and $4.1 million, respectively. Aggregate intrinsic
value represents the difference between the Companys closing stock price on the last trading day
of the fiscal period, which was $4.55 per share, and the exercise price multiplied by the number of
options outstanding. Total intrinsic value of options exercised for the three and six month periods
ended June 30, 2011, was $0 and approximately $13,000, respectively. Total intrinsic value of
options exercised for the three and six month periods ended June 30, 2010 was approximately $39,000
and $2,128,000, respectively.
At June 30, 2011, the Company had approximately 1.6 million unvested options outstanding with
a weighted average exercise price of $4.76 per share, weighted average grant date fair value of
$2.19 per share and a weighted average remaining contractual life of 8.7 years. Of these unvested
options outstanding, management estimates that approximately 1.5 million options will ultimately
vest based on its historical experience.
13
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
As of June 30, 2011, total unrecognized stock-based compensation expense related to unvested
stock options was approximately $4.2 million, which is expected to be recognized over a remaining
weighted average period of approximately 15 months.
Stock-Based Compensation Expense
The Company calculates the fair value of stock-based awards using the Black-Scholes-Merton
option valuation model, which incorporates various assumptions including volatility, expected life,
and interest rates. The assumptions used for the three and six month periods ended June 30, 2011
and 2010, and the resulting estimates of weighted-average fair value per share of options granted
during those periods, are as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Expected life of options |
4.5 years | 4.5 years | 4.5 years | 4.5 years | ||||||||||||
Weighted average volatility |
52.8 | % | 62.2 | % | 55.7 | % | 61.5 | % | ||||||||
Weighted average risk-free interest rate |
1.5 | % | 2.0 | % | 1.7 | % | 2.1 | % | ||||||||
Dividend rate |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
Weighted average fair value of options granted |
$ | 2.01 | $ | 2.25 | $ | 2.17 | $ | 2.71 |
The expected life of options represents the estimated period of time until exercise and
is based on the Companys historical experience of similar awards, giving consideration to the
contractual terms, vesting schedules and expectations of employee 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 is recognized on awards ultimately expected to vest, it
is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised,
if necessary, in subsequent periods if actual forfeitures differ from those estimates. The
Companys forfeiture rate was calculated based on its historical experience of awards which
ultimately vested.
Reported share-based compensation was classified as follows for the three and six months ended
June 30, 2011 and 2010:
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Cost of Products Sold |
$ | 51,976 | $ | 80,476 | $ | 104,980 | $ | 151,985 | ||||||||
Sales, general and administrative expenses |
649,566 | 724,464 | 1,372,745 | 1,522,591 | ||||||||||||
Research and development expenses |
175,465 | 111,686 | 362,199 | 251,644 | ||||||||||||
$ | 877,007 | $ | 916,626 | $ | 1,839,924 | $ | 1,926,220 | |||||||||
Total share-based compensation expense recognized in the income statement for the three
and six months ended June 30, 2011, includes approximately $430,000 and $1.4 million, respectively,
related to Incentive Stock Options (ISOs) for which no tax benefit is recognized. Total
share-based compensation expense recognized in the income statement for the three and six months
ended June 30, 2010, includes approximately $503,000 and $1.3 million, respectively, related to
ISOs for which no tax benefit is recognized. The Company did not tax effect the share-based
compensation expense for tax purposes related to the non-qualified disposition of ISOs exercised
and sold as the benefit will be recorded when the Company is in a position to realize the benefit
with an offset to taxes payable in future periods. The total unrecognized tax benefit related to
the non-qualified disposition of stock options in the three and six months ended June 30, 2011, was
approximately $430,000 and $1.4 million, respectively. The total unrecognized tax benefit related
to the non-qualified disposition of stock options in the three and six months ended June 30, 2010,
was approximately $39,000 and $2.1 million, respectively.
The Company has granted a cumulative total of 950,800 performance-based stock options from
2008 through June 30, 2011, the vesting of which is contingent upon the achievement of certain
performance criteria related to the successful and timely development and market acceptance of
future product introductions, as well as the future sales and operating performance of the Company.
Compensation expense is recognized over the implicit service period (the date the performance
condition is expected to be achieved) based on managements estimate of the probability of the
performance criteria being satisfied, adjusted at each balance sheet date. At June 30, 2011,
259,452 unvested performance options with a fair value of approximately $603,000 remain
outstanding. No options were forfeited during the three or six months ended June 30, 2011. During
the three and six months ended June 30, 2010, 25,000 and 225,000 of these options, respectively,
were forfeited, resulting in the reversal of approximately $52,000 and $346,000, respectively, of
previously recognized compensation expense.
14
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
8. Line of credit
The Company has a line of credit agreement with a total availability of $10.0 million. The
line is secured by the Companys accounts receivable and inventory and bears interest at varying
rates of interest, currently LIBOR plus 1.25%. The line of credit which was amended and renewed in
June 2011, primarily to remove the borrowing base restriction, matures on June 30, 2013 and
requires monthly payments of interest only. At June 30, 2011, there was no amount outstanding under
the line of credit. There have been no borrowings under the line of credit to date. The Companys
agreement with the bank requires compliance with certain financial and other covenants including
maintenance of minimum tangible net worth and a fixed charge coverage ratio. The ratio of total
liabilities to tangible net worth can be no greater than 1:1, and the fixed coverage charge ratio
can be no less than 1.25:1, based upon a trailing twelve-month period. At June 30, 2011, the
Companys tangible net worth ratio
was 0.21:1 and its fixed charge coverage ratio was 2.65:1. Accordingly, the Company was in
compliance with those covenants.
9. Commitments and Contingencies
Product Litigation
The Company is currently named as a defendant in 52 lawsuits in which the plaintiffs allege
either wrongful death or personal injury in situations in which the TASER device was used (or
present) by law enforcement officers in connection with arrests or during training exercises.
Companion cases arising from the same incident have been combined into one for reporting purposes.
In addition, 132 other lawsuits have been dismissed or judgment entered in favor of the
Company which are not included in this number. An appeal was filed by the plaintiff in the Lee
(TN), Thompson (MI), Marquez (AZ), Oliver (FL) and Rosa (CA) cases where judgment was entered in
favor of the Company. In July 2011, the Court of Appeals affirmed the judgment in favor of the
Company in the Lee (TN) appeal and in August denied the plaintiffs request for a rehearing. These cases are not included in this number or in the table below.
Also not included in the number of pending lawsuits or in the table below is the Heston
lawsuit in which a jury verdict was entered against the Company on June 6, 2008, and judgment was
entered against the Company on January 30, 2009 in the amount of $153,150 as compensatory damages,
$1,423,127 as attorney fees, and $182,000 as costs. These damages, fees and costs are covered by
the Companys insurance policies. The jury found that Mr. Hestons own actions were 85% responsible
for his death. The jury assigned 15% of the responsibility to TASER for a negligent failure to
warn that extended or multiple TASER ECD applications could cause muscle contractions that could
potentially contribute to acidosis to a degree that could cause cardiac arrest. The jury
inappropriately awarded $5,200,000 in punitive damages against TASER, which were subsequently
disallowed by the Court on October 24, 2008. The Court denied the balance of the Companys motion
for judgment as a matter of law on all other grounds. The Company has filed a notice of appeal with
respect to the judgment and plaintiffs have filed a notice of cross appeal.
The Turner (NC) lawsuit was tried in July 2011 and resulted in a jury verdict of $10 million
against the Company. The Company has filed post trial motions seeking judgment as a matter of law
notwithstanding the verdict and in the alternative a new trial or alternatively a remittitur of
the jury award. The court has not yet entered judgment. The Company has recorded a litigation
judgment expense of $3.3 million in the second quarter of 2011, which represents managements best
estimate of the Companys uninsured portion of the judgment after consideration of available
insurance coverage.
With respect to each of the pending 52 lawsuits, the following table lists the name of
plaintiff, the date the Company was served with process, the jurisdiction in which the case is
pending, the type of claim and the status of the matter. While the facts vary from case to case,
the product liability claims are typically based on an alleged product defect resulting in injury
or death, usually involving a failure to warn, and the plaintiffs are seeking monetary damages.
This table also lists those cases that were dismissed or judgment entered during the most recent
fiscal quarter. Cases that were dismissed or judgment entered in prior fiscal quarters are not
included in this table. The claims and in some instances, the defense of each of these lawsuits has
been submitted to our insurance carriers that maintained insurance coverage during these applicable
periods and we continue to maintain product liability insurance coverage with varying limits and
deductibles. Our product liability insurance coverage during these periods ranged from $5,000,000
to $10,000,000 in coverage limits and from $10,000 to $1,000,000 in per incident deductibles. For the 2010 insurance policy year, our product
liability insurance coverage was $10 million and, as noted above, in the Turner (NC) case the Company received an adverse $10 million jury verdict.
After consideration of remaining available insurance coverage, the Company's uninsured exposure related to this case is approximately $3.3 million.
While the Company will explore every possible legal channel to have this verdict overturned, in the event the verdict stands, the Company's insurance
coverage for the 2010 policy year will be exhausted and, for any other claims relating to the 2010 policy year, the Company will not have insurance coverage
for defense costs or any other adverse judgments, should they arise. We
are defending each of these lawsuits vigorously and do not expect these lawsuits to individually
and in the aggregate, materially affect our business, results of operations or financial condition.
15
Table of Contents
TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Plaintiff | Served | Jurisdiction | Claim Type | Status | ||||
Glowczenski
|
Oct-04 | US District Court, ED NY | Wrongful Death | Trial rescheduled, date to be determined | ||||
Washington
|
May-05 | US District Court, ED CA | Wrongful Death | Discovery Phase | ||||
Bagnell
|
Jul-06 | Supreme Court for British Columbia, Canada | Wrongful Death | Dismissed | ||||
Hollman
|
Aug-06 | US District Court, ED NY | Wrongful Death | Discovery Phase | ||||
Oliver
|
Sep-06 | US District Court, MD FL, Orlando Division | Wrongful Death | Dismissed | ||||
Augustine
|
Jan-07 | 11th Judicial Circuit Court, Miami-Dade, FL | Wrongful Death | Dismissed | ||||
Wendy Wilson, Estate of Ryan Wilson
|
Aug-07 | District Court Boulder County, CO | Wrongful Death | Dismissal Pending | ||||
Jack Wilson, Estate of Ryan Wilson (Companion to Wendy Wilson)
|
Nov-07 | District Court Boulder County, CO | Wrongful Death | Dismissal Pending | ||||
Salinas
|
Aug-08 | US District Court, ND CA | Wrongful Death | Motion Phase,off trial calendar | ||||
Thomas (Pike)
|
Oct-08 | US District Court, WD Louisiana, Alexandria | Wrongful Death | Discovery Phase | ||||
Carroll
|
Mar-09 | US District Court, SD TX | Wrongful Death | Dismissed | ||||
Shrum
|
May-09 | Allen County District Court, Iola, KS | Wrongful Death | Trial Scheduled February 2012 | ||||
Athetis
|
May-09 | US District Court, AZ | Wrongful Death | Discovery Phase | ||||
Abrahams
|
Jul-09 | CA Superior Court, Yolo County | Wrongful Death | Discovery Phase-trial scheduled September 2012 | ||||
Humphreys
|
Oct-09 | CA Superior Court, San Joaquin County | Wrongful Death | Discovery Phase | ||||
Terriquez
|
Feb-10 | Superior Court of CA, Orange County | Wrongful Death | Discovery Phase, trial scheuduled January 2012 | ||||
Rich
|
Feb-10 | US District Court, NV | Wrongful Death | Discovery Phase | ||||
McKenzie
|
Feb-10 | US Disctrict Court, ED CA | Wrongful Death | Dismissed | ||||
Turner
|
Feb-10 | General Court of Justice, Superior Court Div, Mecklenburg County, NC | Wrongful Death | Jury award for $10 million. Post trial motions filed, judgment not filed. | ||||
Doan
|
Apr-10 | Queens Bench Alberta, Red Deer Judicial Dist. | Wrongful Death | Pleading Phase | ||||
Piskkura
|
May-10 | US District Court, OH | Wrongful Death | Discovery Phase, trial scheuduled March 2012 | ||||
Corbin
|
Jun-10 | Houston County Court, MD AL | Wrongful Death | Discovery Phase, trial scheuduled October 2011 | ||||
Swayzer
|
Jun-10 | US District Court, ND CA | Wrongful Death | Dismissed | ||||
DuBoise
|
Aug-10 | US District Court, ED MO | Wrongful Death | Discovery Phase, trial scheduled October 2011 | ||||
Vaugn
|
Sep-10 | US District Court, ND CA | Wrongful Death | Dismissed | ||||
Kelly
|
Oct-10 | District Court for Harris County, TX | Wrongful Death | Discovery Phase, trial scheduled October 2011 | ||||
Jacobs
|
Oct-10 | District Court for Travis County, TX | Wrongful Death | Discovery Phase, trial scheduled October 2012 | ||||
Woodward
|
Nov-10 | Sumner County TN Court, 18th Judicial District | Wrongful Death | Dismissed | ||||
Juran
|
Dec-10 | Hennepin County District Court, 4th Judicial District | Wrongful Death | Discovery Phase | ||||
Shymko
|
Dec-10 | The Queens Bench, Winnipeg Centre, Manitoba | Wrongful Death | Pleading Phase | ||||
Williams
|
Dec-10 | US District Court, MS | Wrongful Death | Discovery Phase, trial scheduled April 2012 | ||||
English
|
May-11 | US District Court, WD, VA | Wrongful Death | Discovery Phase, trial scheduled April 2012 | ||||
Wilson (MO)
|
May-11 | US District Court, ED, MO | Wrongful Death | Pleading Phase | ||||
Terrell (TX)
|
Jun-11 | US District Court, SD, TX | Wrongful Death | Pleading Phase | ||||
Sylvester (CA)
|
Jun-11 | US District Court, ND, CA | Wrongful Death | Pleading Phase | ||||
La Day (TX)
|
Jun-11 | US District Court, ED TX | Wrongful Death | Pleading Phase | ||||
Stewart
|
Oct-05 | Circuit Court for Broward County, FL | Training Injury | Discovery Phase | ||||
Husband
|
Mar-06 | British Columbia Supreme Court, Canada | Training Injury | Discovery Phase, trial scheduled March 2012 | ||||
Grable
|
Aug-08 | FL 6th Judicial Circuit Court, Pinellas County | Training Injury | Discovery Phase | ||||
Koon
|
Dec-08 | 17th Judicial Circuit Court, Broward County, FL | Training Injury | Discovery Phase | ||||
Bickle
|
Mar-09 | 18th Judicial District Court, Gallatin County, MT | Training Injury | Discovery Phase, trial scheduled December 2011 | ||||
Foley
|
Mar-09 | US District Court, MA | Training Injury | Dismissed | ||||
Peppler
|
Apr-09 | Circuit Court 5th Judicial Dist., Sumter City, FL | Training Injury | Discovery Phase | ||||
Kandt
|
Jun-09 | US District Court, ND NY | Training Injury | Discovery Phase | ||||
Ginger
|
Apr-10 | Iowa District Court, Marion County | Training Injury | Dismissed | ||||
Maynard
|
Apr-10 | Superior Court, Hartford Judicial District, CT | Training Injury | Discovery Phase | ||||
Butler
|
Jan-11 | US District Court, ND TX | Training Injury | Discovery Phase, trial scheduled April 2012 | ||||
Derbyshire
|
Nov-09 | Ontario Superior Court of Justice | Officer Injury | Discovery Phase | ||||
Hollenback
|
Dec-10 | St. Louis County Circuit Court MO | Officer Injury | Discovery Phase, trial scheduled January 2012 | ||||
Strough
|
Feb-11 | US District Court, ED MO | Officer Injury | Discovery Phase, trial scheduled December 2012 | ||||
Lucas
|
Jun-09 | US District Court, ED CA | Suspect Injury During Arrest | Dismissed | ||||
Wheat
|
Jul-09 | CA Superior Court, Los Angeles County | Suspect Injury During Arrest | Discovery Phase, trial scheduled September 2011 | ||||
Fahy
|
Dec-09 | Circuit Court of City of St. Louis | Suspect Injury During Arrest | Discovery Phase, trial scheduled August 2012 | ||||
Tylecki
|
Jan-10 | US District Court, DE | Suspect Injury During Arrest | Dismissed | ||||
Thompson
|
Mar-10 | 11th Judicial Circuit Court Miami-Dade County, FL | Suspect Injury During Arrest | Discovery Phase | ||||
Wilson
|
Apr-10 | US District Court, ND IL, ED | Suspect Injury During Arrest | Discovery Phase | ||||
Patterson
|
Jun-10 | Circuit Court Pontotoc County, MS | Suspect Injury During Arrest | Discovery Phase, trial scheduled April 2012 | ||||
Hadnot
|
Sep-10 | US District Court, ED TX | Suspect Injury During Arrest | Dismissed | ||||
Streeter
|
Dec-10 | US District Court, OR | Suspect Injury During Arrest | Discovery Phase, trial scheduled April 2012 | ||||
Valkanet
|
Mar-11 | US District Court, ND IL | Suspect Injury During Arrest | Discovery Phase | ||||
Sanders
|
Mar-11 | US District Court, ND IL | Suspect Injury During Arrest | Discovery Phase | ||||
Payne
|
Mar-11 | Blount County Circuit Court, TN | Suspect Injury During Arrest | Discovery Phase | ||||
Jefferson
|
Apr-11 | US District Court, ED TX | Injury During Incarceration | Discovery Phase | ||||
Fountain
|
May-11 | US District Court, MD FL | Suspect Injury During Arrest | Discovery Phase, trial scheduled April 2013 | ||||
Alusa (UT)
|
May-11 | US District Court, CD UT | Suspect Injury During Arrest | Pleading Phase | ||||
Diehl (PA)
|
Jun-11 | Court of Common Pleas, Blair County, PA | Unknown | Pleading Phase |
16
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Other Litigation
In October 2007, we filed a lawsuit in Arizona Superior Court for Maricopa County against
Steve Ward and Mark Johnson, both former TASER employees and VIEVU LLC, et. al. for breach of duty
of loyalty, breach of contract, breach of fiduciary duty, and conversion. This lawsuit does not
involve our ECD business and we do not expect this litigation to have a material impact on our
financial results. Defendants Ward and VIEVU LLC filed an answer and counterclaim for declaration
of non-infringement, tortious interference with contractual relations, tortious interference with
business expectancy, and abuse of process. The lawsuit seeks compensatory damages, constructive
trust, exemplary damages, injunctive relief attorneys fees, costs and disbursements. Cross motions
for summary judgment were filed and on March 4, 2009, the Court denied Defendants motion for
summary judgment on the trade secret claim and on April 9, 2009, the Court granted TASERs motion
for summary judgment against Ward on the breach of fiduciary duty and the breach of duty of loyalty
claims. We filed a Motion to Extend Discovery Period by and to reconvene the Deposition of Steve
Ward, and Defendants have filed Defendants Response in Opposition to this motion. In addition,
Defendants Steve Ward and VIEVU LLC have filed a Motion for Reconsideration or in the alternative
to make the Courts Ruling a Final Judgment and Stay Proceeding Pending Outcome of Appeal. The
Court denied the Motion for Reconsideration, but granted the motion to make the Courts Ruling a
Final Judgment and Stayed the Proceeding Pending Outcome of Appeal. An appeal has been filed by
Defendants Ward and VIEVU LLC to the Arizona State Court of Appeals. The appellate court reversed
the Superior Court and remanded the case back to Superior Court for trial. On June 14, 2010 TASER
filed a petition for review with the Arizona Supreme Court and Ward filed a cross petition for
review on June 29, 2010. The Arizona Supreme Court declined review of either petition and a trial
date has been set for August 2011.
In June 2008, we filed an amended complaint in the State Court of Fulton County, Georgia,
joining as a plaintiff in an existing lawsuit previously filed by certain current and former
stockholders of the Company against Morgan Stanley & Co., Inc., and ten other brokerage firms
alleging a conspiracy to unlawfully, deceptively, and fraudulently manipulate the price of the
Companys common stock in the context of illegal naked shorting. Specifically, the amended
complaint alleges that the defendants committed conspiracy and endeavored to violate the Georgia
Racketeer Influenced and Corrupt Organization Act; Securities Fraud; Theft By Taking; Theft By
Deception; Violation of The Georgia Computer Systems Protection Act; Violation of the Georgia
Securities Act; Violation of the Georgia Computer Systems Protection Act; and Conversion. The
lawsuit seeks compensatory and punitive damages as well as expenses of litigation including
attorneys fees and costs. Defendants have filed motions to dismiss or alternatively a motion for a
more definite statement, and on July 29, 2009, the Court entered an order denying Defendants
motion to dismiss and alternatively a motion for a more definite statement. Discovery has begun in
this litigation and no trial date has been set. Defendants removed the case to United States
District Court for the District of Georgia and Plaintiffs have filed a motion to remand the case
back to state court. The court has not yet ruled on this motion to remand. However, we have reached a
settlement with all of the Defendants and this litigation has been dismissed as of June 30, 2011. Settlement proceeds of approximately $1.3 million are recorded as other income
on the statement of operations for the three and six months ended June 30, 2011.
In February 2009, we filed a complaint in the United States District Court for the District of
Nevada against James F. McNulty, Jr., Robert Gruder, and Stinger Systems, Inc. alleging securities
fraud under 15 U.S.C. § 78j, trade libel, unfair competition under the Lanham Act, 15 U.S.C. §
1125, abuse of process, and deceptive trade practices. Our complaint seeks compensatory damages,
punitive damages, injunctive relief, attorneys fees and costs. Defendants filed motions to
dismiss and on March 25, 2010 the Court denied Defendants motion on all claims except the
securities fraud claim. Defendant McNulty filed a counterclaim on August 2, 2010 alleging that
TASERs XREP product infringes U.S. Patents 5,831,199 and 6,877,434. The counterclaim seeks
declaratory and injunctive relief, compensatory, treble and punitive damages, and attorneys fees.
The court issued a ruling in July 2011 dismissing TASERs claims for civil conspiracy and abuse of
process and affirming the magistrates order requiring defendants to disclose tax and stock
information to TASER and ruling that TASERs counterclaim for declaratory judgment with respect to
the patent claims should not be dismissed. No trial date has been set.
In January 2011 we were served with a complaint in the matter of GEOTAG, Inc. v. TASER
International, et. al. that was filed in the United States District Court for the Eastern District
of Texas, Marshall Division which alleges that a dealer geographical locator feature on TASERs
website infringes upon plaintiffs US Patent No. 5,930,474. The complaint seeks a judgment of
infringement, a permanent injunction against infringement, an award for damages, costs, expenses
and prejudgment and post-judgment interest, and an award for enhanced damages and attorneys fees.
TASER has licensed this locator feature from a third party and has denied liability for
infringement. This lawsuit is at the pleading phase and no trial date has been set.
In July 2011 we were served with a complaint in the matter of Integrity Staffing Professionals
v. TASER International, Inc., et.al. that was filed in the Superior Court for the County of
Ventura, California which alleges that the Company owes Integrity Staffing Professionals a fee for
hiring 2 consultants. The complaint alleges breach of contract, breach of implied covenants,
intentional and negligent interference with contractual relationships, civil conspiracy and unfair
business practices. The complaint seeks compensatory, general, punitive damages, interest,
attorneys fees and costs. This lawsuit is at the
pleading phase and no trial date has been set.
17
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
General
From time to time, the Company is notified that it may be a party to a lawsuit or that a claim
is being made against it. It is the Companys policy to not disclose the specifics of any claim or
threatened lawsuit until the summons and complaint are actually served on the Company. After
carefully assessing the claim, and assuming we determine that we are not at fault, we vigorously
defend and pursue any lawsuit filed against or by the Company. Although we do not expect the
outcome in any pending individual case to be material, the outcome of any litigation is inherently
uncertain and there can be no assurance that any expense, liability or damages that may ultimately
result from the resolution of these matters will be covered by our insurance or will not be in
excess of amounts provided by insurance coverage and will not have a material adverse effect on our
business, operating results or financial condition. In addition, the Company has one lawsuit where
the costs of legal defense incurred are in excess of its liability insurance deductibles. As of
June 30, 2011, the Company has been fully reimbursed by its insurance company for these legal
costs. The Company may settle a lawsuit in situations where a settlement can be obtained for
nuisance value and for an amount that is expected to be less than the cost of defending a lawsuit.
The number of product liability lawsuits dismissed includes a small number of police officer
training injury lawsuits that were settled by the Company and dismissed in cases where the
settlement economics to the Company were significantly less than the cost of litigation. In
addition, it is the Companys policy to not settle suspect injury or death cases, although the
Companys insurance company may settle such lawsuits over the Companys objection where the case is
over the Companys liability insurance deductibles. Due to the confidentiality of our litigation
strategy and the confidentiality agreements that are executed in the event of a settlement, the
Company does not identify or comment on which specific lawsuits have been settled or the amount of
any settlement.
10. Related Party Transactions
Aircraft charter
The Company reimburses Thomas P. Smith, Chairman of the Companys Board of Directors for
business use of his personal aircraft. For the three and six months ended June 30, 2011, the
Company incurred expenses of approximately $24,000 and $78,000, respectively, to Thomas P. Smith.
For the three and six months ended June 30, 2010, the Company incurred expenses of approximately
$67,000 and $146,000, respectively, to Thomas P. Smith. At June 30, 2011, there was approximately
$18,000 of outstanding payables due to Thomas P. Smith. At December 31, 2010, the Company had no
outstanding payables due to Thomas P. Smith. Management believes that the rates charged by Thomas
P. Smith are equal to or below commercial rates the Company would pay to charter similar aircraft
from independent charter companies.
TASER Foundation
In November 2004, the Company established the TASER Foundation. The TASER Foundation is a
501(c)(3) non-profit corporation and has been granted tax exempt status by the Internal Revenue
Service. The TASER Foundations mission is to honor the service and sacrifice of local and federal
law enforcement officers in the United States and Canada lost in the line of duty by providing
financial support to their families. Over half of the initial $1 million endowment was contributed
directly by TASER International, Inc. employees. The Company bears all administrative costs of the
TASER Foundation in order to ensure 100% of all donations are distributed to the families of fallen
officers. For the three and six months ended June 30, 2011, the Company incurred approximately
$2,300 and $3,900, respectively, in such administrative costs. For the three and six months ended
June 30, 2010, the Company incurred approximately $30,000 and $76,000, respectively, in such
administrative costs. The Company is authorized by its Board of Directors to make a discretionary
contribution up to a maximum of $200,000 per quarter. For the three and six months ended June 30,
2011 and 2010, the Company did not make a discretionary contribution to the TASER Foundation.
Consulting services
The Company engages Mark Kroll, a member of the Board of Directors, to provide consulting
services. The expenses relating to these services for the three and six months ended June 30, 2011,
were approximately $63,000 and $116,000, respectively. The expenses relating to these services for
the three and six months ended June 30, 2010, were approximately $26,000 and $56,000, respectively.
At June 30, 2011 and December 31, 2010, the Company had accrued liabilities of approximately $9,000
and $20,000, respectively, for these services.
18
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TASER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
11. Employee Benefit Plan
The Company has a defined contribution profit sharing 401(k) plan (the Plan) for eligible
employees, which is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended. Employees are entitled to make tax-deferred contributions of up to the maximum
allowed by law of their eligible compensation, but not exceeding $16,500. The Company currently
matches 100% of the first 3% of eligible compensation contributed to the Plan by each participant
and 50% of the next 2% of eligible compensation contributed to the plan by each participant.
Beginning January 1, 2008, the Companys matching contributions are immediately vested. The
Companys matching contributions to the Plan for the three and six months ended June 30, 2011, were
approximately $130,000 and $255,000, respectively. The Companys matching contributions to the Plan
for the three and six months ended June 30, 2010, were approximately $129,000 and $266,000,
respectively. Future matching or profit sharing contributions to the Plan are at the Companys
sole discretion.
19
Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following is a discussion of the Companys financial condition as of June 30, 2011, and
results of operations for the three and six months ended June 30, 2011 and 2010. The following
discussion may be understood more fully by reference to the consolidated financial statements,
notes to the consolidated financial statements, and Managements Discussion and Analysis of
Financial Condition and Results of Operations section contained in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010.
Certain statements contained in this report may be deemed to be forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995, and the Company intends that such
forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking
statements may relate to, among other things: the impact of recently adopted accounting standards
and guidance; estimated amortization charges in future years and our projected tax rate for 2011;
our expectations about unrecognized tax benefits and deferred income taxes; assumptions about the
future vesting of outstanding stock options and the amortization of costs relating thereto; our
litigation strategy; our intentions to hold our investment securities to maturity and expectations
relating to the redemption prices of these securities; our intentions concerning our stock
repurchase program in 2011; the outcome of pending litigation against us; our intentions to
evaluate our internal reporting structure and operating segments; the sufficiency of our valuation
reserves, including warranty, accounts receivable and inventory reserves; the sufficiency of our
capital resources and the availability of financing to the Company and our strategy with respect to
hedging activities. We caution that these statements are qualified by important factors that could
cause actual results to differ materially from those reflected by the forward-looking statements
herein. Such factors include, but are not limited to: market acceptance of our products; budgetary
and political constraints of prospects and customers; litigation risks resulting from alleged
product-related injuries and media publicity concerning allegations of deaths occurring after use
of the TASER device and the negative impact this publicity could have on sales; our dependence on
sales of our TASER X26 ECDs; our ability to manage our growth; our ability to ramp manufacturing
production to meet demand; the outcome of pending litigation; establishment and expansion of our
direct and indirect distribution channels; the acceptance of our EVIDENCE.com software model; our
ability to design, introduce and sell new products; delays in development schedules; risks relating
to acquisitions and joint ventures; the length of our sales cycle and our ability to realize
benefits from our marketing and selling efforts; risks of governmental regulations, including
regulations of our products by the U.S. Consumer Product Safety Commission, regulation of our
products as a crime control product by the Federal government, state and local government
regulation and foreign regulation, our compliance with regulations governing the environment,
including but not limited to, regulations within the European Union; our ability to protect our
intellectual property; intellectual property infringement claims and relating litigation costs;
competition in foreign countries relating to foreign patents; our successful identification of
existing intellectual property rights that might infringe on our developments; the adverse effects
that could result from our products being classified as firearms by the United States Bureau of
Alcohol and Firearms; product defects; rapid technological change; our dependence on third party
suppliers for key components of our products; component shortages; our dependence on foreign
suppliers for key components; rising costs of raw materials and transportation relating to
petroleum prices; catastrophic events; security vulnerabilities and service outages and disruptions
relating to our EVIDENCE.com service; fluctuations in quarterly operating results; foreign currency
fluctuations; counterparty risks relating to cash balances held in excess of FDIC insurance limits;
employee retention risks and other factors identified in documents filed by us with the Securities
and Exchange Commission, including those set forth in our Form 10-K for the year ended December 31,
2010, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, under the caption
Risk Factors.
Overview
Our core mission is to protect life, prevent conflict and resolve disputes through
technologies that make communities safer. We are a market leader in the development and manufacture
of advanced electronic control devices (ECDs) designed for use in law enforcement, military,
corrections, private security and personal defense.
Our mission to protect life has also been extended to prevent conflict and resolve disputes.
We have learned that bringing a subject into custody is not the end of the challenge for law
enforcement. In fact, it is typically just the beginning since a significant number of incidents
that start as a physical conflict transition into a legal conflict. Whether its prosecuting and
convicting the individual arrested, or responding to excessive use of force allegations, the
post-incident legal process is a considerable part of the challenge that law enforcement faces on a
continual basis and can often take years and millions of litigation dollars to resolve in the
courtroom. To help law enforcement address this challenge, we have developed a fully integrated
hardware and software solution that will provide our law enforcement customers the capabilities to
capture, store, manage, share and analyze video and other digital evidence. Finally, the optimum
situation is to have prevented the conflict from ever escalating. TASER ECDs and AXON on-officer
video have a measured and positive effect on better suspect and officer behavior, as well as
achieving compliance without escalation of force.
20
Table of Contents
TASER solutions deliver significant results to our customers and to communities in which they
are deployed. With over 275 independent studies confirming the safety of TASER ECDs relative to
other force options, TASER ECDs have proven to be
a safer alternative to other uses of force in situations of conflict. Further, most reporting
agencies demonstrate overall decreases in use of force, and decreases in suspect and officer
injuries resulting from conflict. Reducing uses of force and gaining compliance by use of a TASER
ECD has provided significant reductions in workers compensation expenses and claims for excessive
use of force for agencies, cities and taxpayers.
Technological innovation is the foundation for our long-term growth and we intend to maintain
our commitment to the research and 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 legal and policy issues, medical information and
risk mitigation relating to our ECDs and the use of force. 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 16,000 law enforcement agencies in over 40
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.
Results of Operations
Three Months Ended June 30, 2011 Compared to the Three Months Ended June 30, 2010
The following table sets forth, for the periods indicated, our consolidated statements of
operations as well as the percentage relationship to total net sales of items included in our
consolidated statements of operations (dollars in thousands):
Three Months Ended June 30, | Increase / (Decrease) | |||||||||||||||||||||||
2011 | 2010 | $ | % | |||||||||||||||||||||
Net sales |
$ | 21,198 | 100.0 | % | $ | 19,121 | 100.0 | % | $ | 2,077 | 10.9 | % | ||||||||||||
Cost of products sold |
8,956 | 42.3 | % | 9,490 | 49.6 | % | (534 | ) | -5.6 | % | ||||||||||||||
Gross margin |
12,242 | 57.7 | % | 9,631 | 50.4 | % | 2,611 | 27.1 | % | |||||||||||||||
Sales, general and administrative expenses |
9,066 | 42.8 | % | 9,988 | 52.2 | % | (923 | ) | -9.2 | % | ||||||||||||||
Research and development expenses |
2,793 | 13.2 | % | 3,055 | 16.0 | % | (262 | ) | -8.6 | % | ||||||||||||||
Litigation judgment expense |
3,301 | 15.6 | % | | | 3,301 | 100.0 | % | ||||||||||||||||
Asset impairment |
1,351 | 6.4 | % | | | 1,351 | 100.0 | % | ||||||||||||||||
Loss on write down / disposal of fixed assets |
747 | 3.5 | % | 23 | 0.1 | % | 724 | * | ||||||||||||||||
Loss from operations |
(5,017 | ) | -23.7 | % | (3,435 | ) | -18.0 | % | (1,582 | ) | 46.0 | % | ||||||||||||
Interest and other income, net |
1,262 | 6.0 | % | 6 | 0.0 | % | 1,256 | * | ||||||||||||||||
Loss before benefit for income taxes |
(3,755 | ) | -17.7 | % | (3,429 | ) | -17.9 | % | (326 | ) | 9.5 | % | ||||||||||||
Benefit for income taxes |
(1,460 | ) | -6.9 | % | (2,070 | ) | -10.8 | % | 610 | -29.5 | % | |||||||||||||
Net Income/(Loss) |
$ | (2,295 | ) | -10.8 | % | $ | (1,359 | ) | -7.1 | % | $ | (936 | ) | 68.9 | % | |||||||||
Note: Table may not foot due to rounding differences |
||
* | Not Meaningful |
Net Sales
For the three months ended June 30, 2011 and 2010, sales by product line and by geography were
as follows (dollars in thousands):
Three Months Ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Sales by Product Line |
||||||||||||||||
TASER X26 |
$ | 10,053 | 47.4 | % | $ | 10,008 | 52.3 | % | ||||||||
Single Cartridges |
5,473 | 25.8 | % | 4,877 | 25.5 | % | ||||||||||
TASER X2 |
1,414 | 6.7 | % | | | |||||||||||
TASER Cam |
507 | 2.4 | % | 552 | 2.9 | % | ||||||||||
TASER C2 |
506 | 2.4 | % | 855 | 4.5 | % | ||||||||||
ADVANCED TASER |
244 | 1.2 | % | 286 | 1.5 | % | ||||||||||
AXON/EVIDENCE.com |
140 | * | 45 | * | ||||||||||||
TASER X3 |
77 | * | 87 | * | ||||||||||||
XREP |
68 | * | 150 | * | ||||||||||||
Other |
2,716 | 12.8 | % | 2,261 | 11.8 | % | ||||||||||
Total |
$ | 21,198 | 100.0 | % | $ | 19,121 | 100.0 | % | ||||||||
* | Less than 1% |
21
Table of Contents
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
United States |
77 | % | 84 | % | ||||
Other Countries |
23 | % | 16 | % | ||||
Total |
100 | % | 100 | % | ||||
Net sales increased $2.1 million, or 11%, to $21.2 million for the second quarter of 2011
compared to $19.1 million for the second quarter of 2010. The increase in sales versus the prior
year quarter was primarily driven by an increase in individually significant orders to
international customers, while domestic sales strengthened on the back of launching the TASER X2
during the quarter which contributed 7% to total net sales. Sales of our X26 ECDs remained flat,
while cartridge sales increased $0.6 million or 12%. Sales of other ECD products and accessories
including TASER Cam, TASER C2, ADVANCED TASER, TASER X3 and XREP declined by $0.5 million and on a
combined basis represented 7% of total net sales vs. 10% in the prior year. Other sales, which
include extended warranty revenue, out of warranty repairs, government research grants, training
and shipping revenues, increased $0.5 million driven by an increase in out of warranty repairs and
training revenue from our annual TASER Master Instructor Conference.
International sales for the second quarter of 2011 and 2010 represented approximately $4.8
million, or 23%, and $3.1 million, or 16%, of total net sales, respectively.
Cost of Products Sold
Cost of products sold decreased by $0.5 million, or 6%, to $9.0 million for the second quarter
of 2011 compared to $9.5 million for the second quarter of 2010. As a percentage of net sales, cost
of products sold decreased to 42.2% in the second quarter of 2011 compared to 49.6% in the second
quarter of 2010. The net decrease in costs as a percent of sales is driven by a combination of
offsetting factors. Manufacturing costs decreased 12.3% as a percentage of sales, attributable to a
more favorable product and market segment sales mix with a larger contribution to net sales from
higher margin products, including the newly launched X2, and higher margin international sales;
production efficiency was improved with reductions in temporary labor and overtime as well as a
reduction in rework effort; leverage on indirect manufacturing costs was improved following an
11% increase in sales, while indirect salary costs have been reduced following headcount
reductions and severance charges in the prior year and obsolete inventory charges have also been
reduced as have warranty provision charges resulting from reduced product returns. Offsetting the
reduction in manufacturing costs as a percentage of net sales, approximately $1.3 million, of EVIDENCE.com datacenter
operating and software maintenance costs are included in costs of products sold in the second
quarter of 2011 compared to only $0.2 million in the prior year following the commercial
availability of the service, representing a 4.9% increase in costs as a percentage of sales. A significant portion of these costs were included as part of research
and development in the prior year.
Gross Margin
Gross margin increased $2.6 million, or 27%, to $12.2 million for the second quarter of 2011
compared to $9.6 million for the second quarter of 2010. As a percentage of net sales, gross margin
increased to 57.8% for the second quarter of 2011 compared to 50.4% for the second quarter of 2010,
a result of the factors discussed above under cost of products sold.
22
Table of Contents
Sales, General and Administrative Expenses
For the three months ended June 30, 2011 and 2010, sales, general and administrative (SG&A)
expenses were comprised of the following (dollars in thousands):
Three Months Ended June 30, | ||||||||||||||||
$ | % | |||||||||||||||
2011 | 2010 | Change | Change | |||||||||||||
Salaries, benefits and bonus |
$ | 2,410 | $ | 2,866 | $ | (456 | ) | -15.9 | % | |||||||
Legal, professional and accounting fees |
1,197 | 1,141 | 56 | 4.9 | % | |||||||||||
Travel and meals |
699 | 763 | (64 | ) | -8.4 | % | ||||||||||
Stock-based compensation |
650 | 724 | (74 | ) | -10.2 | % | ||||||||||
Consulting and lobbying |
720 | 666 | 54 | 8.1 | % | |||||||||||
Depreciation and amortization |
412 | 504 | (92 | ) | -18.2 | % | ||||||||||
Sales and Marketing |
1,062 | 491 | 571 | 116.3 | % | |||||||||||
D&O and liability insurance |
460 | 416 | 44 | 10.6 | % | |||||||||||
Other |
1,456 | 2,418 | (962 | ) | -39.8 | % | ||||||||||
Total |
$ | 9,066 | $ | 9,989 | $ | (928 | ) | -9.3 | % | |||||||
Sales, general and administrative as % of net sales |
42.8 | % | 52.2 | % |
Sales, general and administrative expenses were $9.1 million and $10.0 million in the second
quarter of 2011 and 2010, respectively, a decrease of $0.9 million, or 9%. As a percentage of total
net sales, SG&A expenses decreased to 42.7% for the second quarter of 2011 compared to 52.2% for
the second quarter of 2010. The dollar decrease for the second quarter of 2011 compared to the same
period in 2010 is attributable to a $0.5 million reduction in salaries, benefits, bonus and
stock-based compensation primarily driven by measures taken to reduce our salaried headcount and
fixed cost infrastructure in 2010 including some one time severance charges. This was partially
offset by a $0.6 million increase in sales and marketing related costs including advertising,
tradeshows and outside commissions, primarily driven by product launch costs for the TASER X2 and
timing of the annual TASER Master Instructor conference, which took place in the second quarter of
2011, but in the third quarter of 2010. In addition, $0.8 million relating to a litigation
settlement for an officer injury during arrest claim was included in other expense in the prior
year.
Research and Development Expenses
Research and development expenses were $2.8 million and $3.1 million for the second quarter of
2011 and 2010, respectively, a decrease of $0.3 million, or 9%, compared to the prior period. The
reduction is partially attributable to costs in the prior year for the AXON product as well as the
impact of cost-reduction measures including headcount reductions and associated severance expense
incurred in the prior year. Additionally, the launch of EVIDENCE.com resulted in the Company
including $1.3 million of expenses in cost of products sold for ongoing delivery and maintenance of
the product, some of which were previously included in R&D in the second quarter of 2010, prior to
the service launch in the second quarter of 2010.
Litigation Judgment Expense
Litigation judgment expense represents a $3.3 million charge in the second quarter of 2011 for
an adverse jury verdict received in the case of Turner v. TASER International, Inc., et al. This
represents managements best estimate of the Companys uninsured portion of the judgment after
consideration of available insurance coverage. The court has not yet entered an order of judgment
and based on the court excluding and failing to instruct the jury to consider significant evidence
that the Company believes demonstrates contributory negligence on the part of the plaintiff, the
Company has moved for judgment in its favor notwithstanding the verdict and will pursue all
appropriate legal channels including filing an appeal in this matter at the appropriate time should
an adverse judgment be subsequently entered.
Loss on Impairment
A $1.4 million asset impairment charge was recorded in the second quarter of 2011 following
our determination to abandon operations of our Protector product line.
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Loss on Write Down / Disposal of Property and Equipment, Net
A loss of $0.7 million from the write down / disposal of property and equipment was incurred
following our decision to dispose of surplus equipment for EVIDENCE.com operations.
Interest and Other Income, Net
Interest and other income of $1.3 million in the second quarter includes proceeds from a settlement
agreement reached in a lawsuit against various brokerage firms involving the naked shorting of the
Companys stock.
Benefit for Income Taxes
The benefit for income taxes decreased by $0.6 million to $1.5 million for the second quarter
of 2011 compared to $2.1 million for the second quarter of 2010. Our estimated full year effective
tax rate for 2011, before discrete period adjustments, is approximately 48%, which is above the
statutory rate due to the impact of non-deductible expenses for items such as ISO stock option
expense, meals and entertainment and lobbying fees, which make our projected annual net income for
tax purposes significantly higher than our book pre-tax income. The overall effective tax rate of
38.9% for the three months ended June 30, 2011, was below our estimated annual effective tax rate
due to treating the litigation judgment expense, asset impairment expense and the lawsuit
settlement proceeds as discrete items due to their significant and unusual. The 60.4% effective tax
rate
for the three months ended June 30, 2010, is due to the higher impact that non-deductible
expenses were expected to have on 2010s projected annual pre-tax income.
Net Loss
Our net loss increased to $2.3 million, or $(0.04) per basic and diluted share, for the second
quarter of 2011 compared to a net loss of $1.4 million, or $(0.02) per basic and diluted share, for
the second quarter of 2010.
Six Months Ended June 30, 2011 Compared to the Six Months Ended June 30, 2010
The following table sets forth, for the periods indicated, our statements of operations as
well as the percentage relationship to total net revenues of items included in our statements of
operations (dollars in thousands):
Six Months Ended June 30, | Increase / (Decrease) | |||||||||||||||||||||||
2011 | 2010 | $ | % | |||||||||||||||||||||
Net sales |
$ | 44,315 | 100.0 | % | $ | 42,964 | 100.0 | % | $ | 1,351 | 3.1 | % | ||||||||||||
Cost of products sold |
19,866 | 44.8 | % | 19,843 | 46.2 | % | 23 | 0.1 | % | |||||||||||||||
Gross margin |
24,449 | 55.2 | % | 23,121 | 53.8 | % | 1,328 | 5.7 | % | |||||||||||||||
Sales, general and administrative expenses |
18,401 | 41.5 | % | 20,276 | 47.2 | % | (1,875 | ) | -9.2 | % | ||||||||||||||
Research and development expenses |
5,546 | 12.5 | % | 7,195 | 16.7 | % | (1,649 | ) | -22.9 | % | ||||||||||||||
Litigation judgment expense |
3,301 | 7.4 | % | | | 3,301 | 100.0 | % | ||||||||||||||||
Asset impairment |
1,351 | 3.0 | % | | | 1,351 | 100.0 | % | ||||||||||||||||
Loss on write down / disposal of fixed assets |
757 | 1.7 | % | 34 | 0.2 | % | 723 | * | ||||||||||||||||
Loss from operations |
(4,906 | ) | -11.1 | % | (4,384 | ) | -10.2 | % | (522 | ) | 11.9 | % | ||||||||||||
Interest and other income, net |
1,288 | 2.9 | % | 14 | 0.0 | % | 1,274 | * | ||||||||||||||||
Loss before benefit for income taxes |
(3,618 | ) | -8.2 | % | (4,370 | ) | -10.2 | % | 752 | -17.2 | % | |||||||||||||
Benefit for income taxes |
(1,343 | ) | -3.0 | % | (2,518 | ) | -5.9 | % | 1,175 | -46.7 | % | |||||||||||||
Net loss |
$ | (2,275 | ) | -5.1 | % | $ | (1,852 | ) | -4.3 | % | $ | (423 | ) | 22.8 | % | |||||||||
Note: | Table may not foot due to rounding differences |
|
* | Not Meaninful |
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Net Sales
For the six months ended June 30, 2011 and 2010, sales by product line and by geography were
as follows (dollars in thousands):
Six Months Ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Sales by Product Line |
||||||||||||||||
TASER X26 |
$ | 20,334 | 45.9 | % | $ | 20,679 | 48.1 | % | ||||||||
Single Cartridges |
12,147 | 27.4 | % | 10,495 | 24.4 | % | ||||||||||
TASER X2 |
1,414 | 3.2 | % | | | |||||||||||
TASER Cam |
1,147 | 2.6 | % | 2,815 | 6.6 | % | ||||||||||
TASER C2 |
1,781 | 4.0 | % | 2,081 | 4.8 | % | ||||||||||
ADVANCED TASER |
2,009 | 4.5 | % | 545 | 1.3 | % | ||||||||||
AXON/EVIDENCE.com |
327 | * | 45 | * | ||||||||||||
TASER X3 |
304 | * | 537 | 1.2 | % | |||||||||||
XREP |
163 | * | 962 | 2.2 | % | |||||||||||
Other |
4,689 | 10.6 | % | 4,805 | 11.2 | % | ||||||||||
Total |
$ | 44,315 | 100.0 | % | $ | 42,964 | 100.0 | % | ||||||||
* | Less than 1% |
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
United States |
77 | % | 84 | % | ||||
Other Countries |
23 | % | 16 | % | ||||
Total |
100 | % | 100 | % | ||||
Net sales increased $1.4 million, or 3%, to $44.3 million for the first six months of 2011
compared to $43.0 million for the first six months of 2010. The increase in sales versus the prior
year is driven by some larger individually significant orders in both the international and Federal
markets; while domestically, the launch of the TASER X2 helped offset weaker demand for other
products. The net result compared to the prior year, is that sales of single cartridges increased
$1.7 million, or 16%, and ADVANCED TASER sales increased $1.5 million, or 269%, while X2 sales
contributed $1.4 million to total sales. TASER Cam sales declined $1.7 million, or 59%, following a
large international order in 2010, while sales of our X26, X3, XREP and C2 ECD products declined by
a combined $1.7 million, or 7%.
International sales for the first six months of 2011 and 2010 represented approximately $10.2
million, or 23%, and $9.0 million or 21% of total net sales, respectively.
Cost of Products Sold
Cost of products sold remained flat at $19.9 million for the first six months of 2011 compared
to $19.8 million for the first six months of 2010. As a percentage of net sales, cost of products
sold decreased to 44.8% in the first half of 2011 compared to 46.2% in the first half of 2010. The
net decrease in costs as a percent of sales is driven by a combination of offsetting factors.
Manufacturing costs decreased 6.6% as a percentage of sales, attributable to a more favorable
market segment mix with higher margin international sales; a more favorable product sales mix with
a larger contribution to net sales from higher margin products, including the newly launched X2,
replacing products such as X3 and XREP, which had lower margins and initial yields; production
efficiency was improved with reductions in temporary labor and overtime as well as a reduction in
rework effort; leverage on indirect manufacturing costs was improved following the 3% increase in
sales, while indirect salary costs have been reduced following headcount reductions and severance
charges in the prior year; and obsolete inventory and scrap charges have also been reduced as have
warranty provision charges resulting from increased focus on quality initiatives, which reduced
product returns. Offsetting the reduction in manufacturing costs as a percentage of net sales is
approximately $2.5 million of EVIDENCE.com datacenter operating and software maintenance costs in costs of products sold in the first half of 2011 compared to only $0.2 million in the
prior year following the commercial availability of the service, representing a 5.2% increase in
costs as a percentage of sales. A significant portion of these costs were included as part of
research and development in the prior year.
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Gross Margin
Gross margin increased $1.3 million, or 6%, to $24.4 million for the first half of 2011
compared to $23.1 million for the first half of 2010. As a percentage of net sales, gross margin
increased to 55.2% for the first six months of 2011 compared to 53.8% for the first six months of
2010. The improvement in gross margin as a percentage of net sales for the first half of 2011
reflects improved leverage on higher sales levels as well as the factors noted above under the
discussion of cost of products sold.
Sales, General and Administrative Expenses
For the six months ended June 30, 2011 and 2010, sales, general and administrative expenses
were comprised as follows (dollars in thousands):
Six Months Ended June 30, | ||||||||||||||||
$ | % | |||||||||||||||
2011 | 2010 | Change | Change | |||||||||||||
Salaries, benefits and bonus |
$ | 5,098 | $ | 5,791 | $ | (693 | ) | -12.0 | % | |||||||
Legal, professional and accounting fees |
2,727 | 2,517 | 210 | 8.3 | % | |||||||||||
Sales and Marketing |
1,818 | 2,091 | (273 | ) | -13.1 | % | ||||||||||
Travel and meals |
1,497 | 1,534 | (37 | ) | -2.4 | % | ||||||||||
Stock-based compensation |
1,373 | 1,523 | (150 | ) | -9.8 | % | ||||||||||
Consulting and lobbying services |
1,438 | 1,264 | 174 | 13.8 | % | |||||||||||
Depreciation and amortization |
946 | 981 | (35 | ) | -3.6 | % | ||||||||||
D&O and liability insurance |
918 | 835 | 83 | 9.9 | % | |||||||||||
Other |
2,586 | 3,740 | (1,154 | ) | -30.9 | % | ||||||||||
Total |
$ | 18,401 | $ | 20,276 | $ | (1,875 | ) | -9.2 | % | |||||||
Sales, general and administrative as % of net sales |
41.5 | % | 47.2 | % |
Sales, general and administrative expenses were $18.4 million and $20.3 million in the first
six months of 2011 and 2010, respectively, a decrease of $1.9 million, or 9%. As a percentage of
total net sales, sales, general and administrative expenses decreased to 41.5% for the first half
of 2011 compared to 47.2% for the first half of 2010. The dollar decrease for the first half of
2011 compared to the same period in 2010 is attributable to a $0.8 million reduction in salaries,
benefits, bonus and stock-based compensation primarily driven by measures taken to reduce our
salaried headcount and fixed cost infrastructure in 2010, including some one-time severance
charges. Sales and marketing and travel-related costs including advertising, tradeshows and outside
commissions have been reduced overall by $0.3 million as we continue to focus on reducing
discretionary spending, despite having X2 product launch costs and the annual TASER conference in
the second quarter of 2011 versus the third quarter of 2010. In addition, $0.8 million relating to
a litigation settlement for an officer injury during arrest claim was included in other expense in
the prior year which is driving the decrease in other expenses. Offsetting these reductions, legal,
professional and accounting fees increased driven by the timing and volume of pending litigation
while consulting and lobbying have increased due to some sales and legal related activity.
Research and Development Expenses
Research and development expenses decreased $1.6 million, or 23%, to $5.5 million for the
first six months of 2011 compared to $7.2 million for the first six months of 2010. The reduction
is driven by the impact of cost-reduction measures including headcount reductions and associated
severance expenses incurred in the prior year. Additionally, the launch of
EVIDENCE.com resulted in the Company including $2.4 million of expenses in cost of products
sold for ongoing delivery and maintenance of the product, some of which were previously included in
R&D in the second quarter of 2010, prior to the service launch in the second quarter of 2010.
Litigation Judgment Expense
Litigation judgment expense represents a $3.3 million charge in the second quarter of 2011 for
an adverse jury verdict received in the case of Turner v. TASER International, Inc., et al. This
represents managements best estimate of the Companys uninsured portion of the judgment after
consideration of available insurance coverage. The court has not yet entered an order of judgment
and, based on the court excluding and failing to instruct the jury to consider significant evidence
that the Company believes demonstrates contributory negligence on the part of the plaintiff, the
Company has moved for judgment in its favor notwithstanding the verdict and will pursue all
appropriate legal channels including filing an appeal in this matter at the appropriate time should
an adverse judgment be subsequently entered.
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Loss on Impairment
A $1.4 million asset impairment charge was recorded in the second quarter of 2011 following
our determination to abandon our Protector product line.
Interest and Other Income, Net
Interest and other income of $1.3 million in the six months ended June 30, 2011
includes proceeds from a settlement agreement reached in a lawsuit against various brokerage firms involving the naked shorting of the Company's stock.
Loss on Write Down / Disposal of Property and Equipment, Net
A loss of $0.8 million from the write down / disposal of Property and Equipment was incurred
following the decision to dispose of surplus equipment for EVIDENCE.com operations.
Benefit for Income Taxes
The benefit for income taxes decreased by $1.2 million to $1.3 million for the first half of
2011 compared to $2.5 million for the first half of 2010. Our estimated full year effective tax
rate for 2011, before discrete period adjustments, is approximately 48%, which is above the
statutory rate due to the impact of non-deductible expenses for items such as ISO stock option
expense, meals and entertainment and lobbying fees, which make our net income for tax purposes
significantly higher than our book pre-tax income. The effective tax rate of 37.1% for the six
months ended June 30, 2011, was below our estimated annual effective tax rate due to treating the
litigation judgment expense, asset impairment expense and the lawsuit settlement proceeds as
discrete items due to their significant and unusual nature and tax affecting them at the statutory
rate. The 57.6% effective tax rate for the six months ended June 30, 2010 is due to the higher
impact of non-deductible expenses were expected to have on 2010s projected annual pre-tax income.
Net Loss
Our net loss increased by $0.4 million to $2.3 million for the first half of 2011 compared to
$1.9 million for the first half of 2010. Net loss per basic and diluted share was $(0.04) for the
first six months of 2011 compared to $(0.03) for the first six months of 2010.
Liquidity and Capital Resources
Summary
As of June 30, 2011, we had $38.5 million in cash, cash equivalents and investments, a
decrease of $4.2 million from the end of 2010, which is a function of $9.2 million of cash provided
by operations, partially offset by investments in property and equipment, and $12.5 million used
for the buyback of Company common stock.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing
activities for the six months ended June 30, 2011 and 2010 (dollars in thousands):
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Net cash provided (used) by operating activities |
$ | 9,155 | $ | (2,390 | ) | |||
Net cash used by investing activities |
(11,648 | ) | (3,374 | ) | ||||
Net cash (used) provided by financing activities |
$ | (12,496 | ) | $ | 961 |
Operating activities
Net cash provided by operating activities in the first half of 2011 of $9.2 million was
primarily driven by pre-tax loss for the period adjusted for the add-back of non-cash expenses
including stock-based compensation expense of $1.8 million, depreciation and amortization expense
of $4.1 million, asset impairment charges of $1.4 million, and loss on write down / disposal of
fixed assets of $0.8 million. Additionally, changes in working capital included a $3.6 million
reduction in accounts receivable due to timing of collections and a decrease in sales for the month
of June 2011 compared to December 2010, a $3.3 million litigation judgment accrual and a $1.0
million reduction in inventory as we have actively worked to reduce the levels of raw material and
finished goods on hand. These changes were partially offset by an increase in prepaid assets driven
by payment of our annual liability insurance premium, while accounts payable and accrued
liabilities decreased $0.6 million due to reduced activity and timing of payments to vendors and
deferred revenue decreased by $0.9 million as the rate of extended warranty purchases has
decreased.
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Net cash used by operating activities in the first six months of 2010 of $2.4 million was
primarily driven by changes in working capital including a $2.2 million reduction in accounts
payable and accrued liabilities due to timing of period-end check runs and a vendor payment of $1.0
million for the final installment on the cartridge automation equipment, a $4.8 million increase in
inventory attributable to build of ECD finished goods for future orders as well as raw materials
acquired for production of new and legacy products, and a $2.7 million increase in prepaid and
other assets from the funding of our annual liability insurance premiums and an increase in our
income taxes receivable position at June 30, 2010. These net uses of cash were partially offset by
a $4.4 million reduction in accounts receivable due to timing of collections and lower sales levels
as well the net loss for the period adjusted for the add-back of non-cash expenses including
stock-based compensation expense of $1.9 million and depreciation and amortization expense of $3.1
million.
Investing activities
We used $11.6 million for investing activities in the first six months of 2011, comprised
principally of $10.8 million for the purchase of short-term investments and $0.9 million for the
acquisition of various production and computer equipment and intangible assets.
We used $3.4 million for investing activities in the first six months of 2010, comprised
principally of $2.0 million for capitalized software development costs related to EVIDENCE.com and
our Protector technology platform and $1.2 million for the acquisition of various production and
computer equipment.
Financing activities
During the first six months of 2011, net cash used by financing activities was $12.5 million
attributable to the repurchase of Company common stock during the quarter.
During the first six months of 2010, net cash provided by financing activities was $1.0
million attributable to proceeds from stock options exercised during the period.
Liquidity
Our most significant sources of liquidity continue to be funds generated by operating
activities and available cash and cash equivalents. We believe funds generated from our expected
results of operations, as well as available cash and cash equivalents, will be sufficient to
finance our operations and strategic initiatives for 2011. This includes another $20.0 million
stock repurchase program announced in July 2011, in addition to the $12.5 million buy-back that was
completed in the first half of 2011. In addition, our newly renegotiated $10.0 million revolving
credit facility is available for additional working capital needs or investment opportunities. The
facility matures on June 30, 2013. There can be no assurance, however, that we will continue to
generate cash flows at or above current levels or that we will be able to maintain our ability to
borrow under our revolving credit facility.
Capital Resources
We have a revolving line of credit with a domestic bank with a total availability of $10.0
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 line of credit matures on June 30, 2013, and requires monthly payments of
interest only. At June 30, 2011, there were no borrowings under the line. Our agreement with the
bank requires us to comply with certain financial and other covenants including maintenance of
minimum tangible net worth and a fixed charge coverage ratio. The ratio of total liabilities to
tangible net worth can be no greater than 1:1, and the fixed coverage charge ratio can be no less
than 1.25:1, based upon a trailing twelve month period. At June 30, 2011, the Companys tangible
net worth ratio was 0.21:1 and its fixed charge coverage ratio was 2.65:1. Accordingly, the Company
was in compliance with those covenants.
Based on our strong balance sheet and the fact that we had no outstanding debt at June 30,
2011, we believe financing will be available, both through our existing credit line and possible
additional financing. However, there is no assurance that such funding will be available on terms
acceptable to us, or at all.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements as of June 30, 2011.
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Critical Accounting Estimates
We have identified the following accounting estimates as critical to our business operations
and the understanding of our results of operations. The preparation of this Quarterly Report on
Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets
and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated
financial statements, and the reported amounts of revenue and expenses during the reporting period.
While we dont believe that a change in these estimates is reasonably likely, there can be no
assurance that our actual results will not differ from these estimates. The effect of these
policies on our business operations is discussed below.
Standard Product Warranty Reserves
We warrant our law enforcement ECDs from manufacturing defects on a limited basis for a period
of one year after purchase and thereafter will replace any defective TASER unit for a fee. The AXON
Tactical Computer, the Com Hub user interface, Synapse Evidence Transfer Manager (ETM), and HeadCam
are warranted for one year and TASER C2 is warranted for a period of 90 days after purchase. We
track historical data related to returns and warranty costs on a quarterly basis and estimate
future warranty claims based upon our historical experience. We have also historically increased
our reserve amount if we become aware of a component failure that could result in larger than
anticipated returns from our customers. As of June 30, 2011, our reserve for warranty returns was
$330,000 compared to a $646,000 reserve at December 31, 2010. The reduction is substantially driven
by a reduction in product returns which we believe reflects various quality initiatives implemented
in our manufacturing process as well as the utilization of specifically identified reserves during
the first half of 2011. In the event that actual warranty returns differ from these 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 managements judgments of what constitutes normal capacity of our
production facilities, and a determination of what costs are considered to be abnormal fixed
production costs which are expensed as current period charges. Provisions are made to reduce
potentially excess, obsolete or slow-moving inventories to their net realizable value. These
provisions are based on our best estimates after considering historical demand, projected future
demand, inventory purchase commitments, industry and market trends and conditions and other
factors. Our reserve for excess and obsolete inventory increased to $540,000 at June 30, 2011,
compared to $351,000 at December 31, 2010. 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 June 30, 2011 and December 31, 2010. In the event that actual
uncollectible amounts differ from these estimates, changes in allowances for doubtful accounts
might become necessary.
Valuation of Long-lived Assets
We review long-lived assets, such as property and equipment and intangible assets subject to
and not 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. During the second quarter of 2011, we recognized
a $1.35 million loss on impairment of our Protector product line following a decision to abandon ongoing operations. Management
believes that, other than as previously noted, no such impairments have occurred. However, future events or circumstances
may result in a charge to earnings if we determine that the carrying value of a long-lived asset is
not recoverable.
Income Taxes
We recognize federal, state and foreign current tax liabilities or assets based on our
estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We also
recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our
estimate of future tax effects attributable to temporary differences and carryforwards.
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We recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the consolidated financial
statements from such positions are measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate resolution. Management must also assess
whether uncertain tax positions as filed could result in the recognition of a liability for
possible interest and penalties if any. We have completed research and development tax credit
studies which identified approximately $5.9 million in tax credits for Federal, Arizona and
California income tax purposes related to the 2003 through 2010 tax years, net of the federal
benefit on the Arizona and California research and development tax credits. 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 accordingly, has established a
cumulative liability for unrecognized tax benefits of $2.2 million as of June 30, 2011. Also
included as part of the $2.3 million liability for unrecognized tax benefits is a management
estimate of $106,000 related to uncertain tax positions for certain state income tax liabilities.
As of June 30, 2011, management does not expect the amount of the unrecognized tax benefit
liability to increase or decrease significantly within the next 12 months. Should the unrecognized
tax benefit of $2.3 million be recognized, the Companys effective tax rate would be favorably
impacted. Our estimates are based on the information available to us at the time we prepare the
income tax provisions. Our income tax returns are subject to audit by federal, state, local
and foreign 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 and overseas; or changes in other facts or circumstances. In addition, we recognize liabilities
for potential United States tax contingencies based on our estimate of whether, and the extent to
which, additional taxes may be due. If we determine that payment of these amounts is unnecessary,
or if the recorded tax liability is less than our current assessment, we may be required to
recognize an income tax benefit, or additional income tax expense, respectively, in our
consolidated financial statements.
In preparing the Companys consolidated financial statements, management assesses the
likelihood that its deferred tax assets will be realized from future taxable income. In evaluating
the Companys ability to recover its deferred income tax assets, management considers all available
positive and negative evidence, including its operating results, ongoing tax planning and forecasts
of future taxable income on a jurisdiction by jurisdiction basis. A valuation allowance is
established if it is determined that it is more likely than not that some portion or all of the net
deferred tax assets will not be realized. Management exercises significant judgment in determining
its provisions for income taxes, its deferred tax assets and liabilities and its future taxable
income for purposes of assessing its ability to utilize any future tax benefit from its deferred
tax assets. Management believes that as of June 30, 2011, based on an evaluation and projections of
future sales and profitability, no valuation allowance was deemed necessary. However, such deferred
tax assets could be reduced in the future if projections of future taxable income during the
carryforward period are reduced.
Stock Based Compensation
We estimate the fair value of our stock-based compensation by using the Black-Scholes-Merton
option pricing model which requires the input of highly subjective assumptions. These assumptions
include estimating the length of time employees will retain their stock options before exercising
them (expected term), the estimated volatility of our common stock price over the expected term
and the number of options that will ultimately not vest (forfeitures). We have granted a combined
total of 950,800 performance-based stock options, the vesting of which is contingent upon the
achievement of certain performance criteria including the successful development and market
acceptance of future product introductions as well as our future sales
targets and operating performance. These options will vest and compensation expense will be
recognized based on managements best estimate of the probability of the performance criteria being
satisfied using the most currently available projections of future product adoption and operating
performance, adjusted at each balance sheet date. Changes in the subjective and probability-based
assumptions can materially affect the estimate of fair value of stock-based compensation and
consequently, the related amount recognized on our statements of operations. Refer to Note 7 to our
consolidated financial statements for further discussion of how we determined our valuation
assumptions.
Contingencies
We are subject to the possibility of various loss contingencies including product-related
litigation, arising in the ordinary course of business. We consider the likelihood of loss or
impairment of an asset or the incurrence of a liability, as well as our ability to reasonably
estimate the amount of loss in determining loss contingencies. An estimated loss contingency is
accrued when it is probable that an asset has been impaired or a liability has been incurred and
the amount of loss can be reasonably estimated. We regularly evaluate current information available
to us to determine whether such accruals should be adjusted and whether new accruals are required.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We invest in a limited number of financial instruments, which at June 30, 2011, consisted of
investments in money market accounts and commercial paper, denominated in United States dollars.
All of our cash equivalents and marketable securities are treated as held-to-maturity.
Investments in fixed rate interest earning instruments carry a degree of interest rate risk as
their market value may be adversely impacted due to a rise in interest rates. As a result, we may
suffer losses in principal if forced to sell securities that decline in market value due to changes
in interest rates. However, because we classify our debt securities as held-to-maturity, no gains
or losses are recognized due to changes in interest rates and as such, a 10% change in interest
rates would not have a material adverse affect on our results of operations. These securities are
reported at amortized cost, which approximates fair value.
Additionally, we have access to a $10.0 million line of credit borrowing facility which bears
interest at varying rates, ranging from LIBOR plus 1.5% to prime. At June 30, 2011, there was no
amount outstanding under the line of credit. We have not borrowed any funds under the line of
credit since its inception; however, should we need to do so in the future, such borrowings could
be subject to adverse or favorable changes in the underlying interest rate.
Exchange Rate Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign
currency exchange rates, particularly changes in the Euro related to transactions performed by
TASER Europe. To date, we have not engaged in any currency hedging activities although we may do so
in the future. Fluctuations in currency exchange rates could harm our business in the future.
The majority of our sales to our international customers are transacted in United States
dollars and therefore, are not subject to exchange rate fluctuations. However, the cost to our
customers increases when the U.S. dollar strengthens against their local currency. In this
difficult economy, this risk of loss becomes a potential credit-risk for non-payment.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as of June 30, 2011,
to ensure that information we are required to disclose in reports that we file or submit under the
Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms and (ii) accumulated and communicated
to our management, including our Chief Executive Officer and our Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and
procedures are designed to provide reasonable assurance that such information is accumulated and
communicated to our management.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting during the fiscal quarter
ended June 30, 2011, that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
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PART IIOTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal proceedings in Note 9 to the consolidated financial statements included in
PART I, ITEM 1 of this Form 10-Q.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the
factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2010, and our
Form 10-Q for the quarter ended March 31, 2011 under the heading Risk Factors, which could
materially affect our business, financial condition or future results. The risks described in our
Annual Report on Form 10-K and Form 10-Q are not the only risks facing our Company. Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also
may materially, adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On March 3, 2011, the Company announced that its board of directors had authorized a stock
repurchase program pursuant to which the Company may repurchase up to $12.5 million of the
Companys common stock subject to stock market conditions and corporate considerations. This
repurchase program was completed in the second quarter of 2011. The table below sets forth
information regarding repurchases of our common stock by us during the three months ended June 30,
2011.
Maximum Number (or | ||||||||||||||||
Total Number of | Approximate Dollar | |||||||||||||||
Shares Purchased as | Value) of Shares that | |||||||||||||||
Part of Publicly | May Yet be | |||||||||||||||
Total Number of | Average Price Paid | Announced Plans or | Purchased Under the | |||||||||||||
Period | Shares Purchased | per Share | Programs | Plans or Programs | ||||||||||||
April |
208,419 | $ | 4.45 | 208,419 | $ | 6,511,819 | ||||||||||
May |
1,162,811 | $ | 4.45 | 1,162,811 | $ | 1,337,331 | ||||||||||
June |
300,720 | $ | 4.45 | 300,720 | $ | 0 | ||||||||||
Total |
1,671,950 | $ | 4.45 | 1,671,950 | $ | 0 |
In July 2011, TASERs Board of Directors authorized an additional repurchase program to acquire to
$20 million of the Companys outstanding common stock. There is no expiration date for this
program.
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ITEM 6. EXHIBITS
10.1 | Amendment to Credit Agreement dated as of June 23, 2011 between the Company and JP Morgan Chase Bank, N.A. |
|||
31.1 | Principal Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
31.2 | Principal Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
*32 | Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
|||
**101 | XBRL Instance Document |
|||
**101 | XBRL Taxonomy Extension Schema Document |
|||
**101 | XBRL Taxonomy Calculation Linkbase Document |
|||
**101 | XBRL Taxonomy Label Linkbase Document |
|||
**101 | XBRL Taxonomy Presentation Linkbase Document |
* | Furnished |
|
** | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the
reporting obligation relating to the submission of interactive data files in such exhibits and are
not subject to liability under any anti-fraud provisions of the federal securities laws as long as
we have made a good faith attempt to comply with the submission requirements and promptly amend the
interactive data files after becoming aware that the interactive data files fail to comply with the
submission requirements. Users of this data are advised that, pursuant to Rule 406T, these
interactive data files are deemed not filed and otherwise are not subject to liability. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TASER INTERNATIONAL, INC. |
||||
Date: August 8, 2011 | /s/ Patrick W. Smith | |||
Patrick W. Smith | ||||
Chief Executive Officer (Principal Executive Officer) | ||||
Date: August 8, 2011 | /s/ Daniel M. Behrendt | |||
Daniel M. Behrendt | ||||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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Table of Contents
Index to Exhibits
Exhibits:
10.1 | Amendment to Credit Agreement dated as of June 23, 2011 between the Company and JP Morgan Chase Bank, N.A. |
|||
31.1 | Principal Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
31.2 | Principal Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|||
*32 | Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
|||
**101 | XBRL Instance Document |
|||
**101 | XBRL Taxonomy Extension Schema Document |
|||
**101 | XBRL Taxonomy Calculation Linkbase Document |
|||
**101 | XBRL Taxonomy Label Linkbase Document |
|||
**101 | XBRL Taxonomy Presentation Linkbase Document |
* | Furnished |
|
** | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the
reporting obligation relating to the submission of interactive data files in such exhibits and are
not subject to liability under any anti-fraud provisions of the federal securities laws as long as
we have made a good faith attempt to comply with the submission requirements and promptly amend the
interactive data files after becoming aware that the interactive data files fail to comply with the
submission requirements. Users of this data are advised that, pursuant to Rule 406T, these
interactive data files are deemed not filed and otherwise are not subject to liability. |
34