UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
For the transition period from to
Commission File Number: 001-16391
Axon Enterprise, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 86-0741227 |
(State or other jurisdiction of | (I.R.S. Employer |
17800 North 85th Street | |
Scottsdale, Arizona | 85255 |
(Address of principal executive offices) | (Zip Code) |
(480) 991-0797
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.00001 Par Value | AXON | The Nasdaq Global Select Market |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated Filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding as of November 4, 2022 was 71,165,354.
AXON ENTERPRISE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022
Special Note Regarding Forward-Looking Statements
This Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations, beliefs, intentions and strategies regarding the future. We intend that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. These forward-looking statements include, without limitation, statements regarding: proposed products and services and related development efforts and activities; expectations about the market for our current and future products and services; the impact of pending litigation; strategies and trends relating to subscription plan programs and revenues; our anticipation that contracts with governmental customers will be fulfilled; strategies and trends, including the amounts and benefits of, research and development investments; the sufficiency of our liquidity and financial resources; expectations about customer behavior; the impact on our investment portfolio of changes in interest rates; our potential use of foreign currency forward and option contracts; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; statements of management’s strategies, goals and objectives and other similar expressions; as well as the ultimate resolution of financial statement items requiring critical accounting estimates, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these identifying words.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: the potential global impacts of the COVID-19 pandemic; our exposure to cancellations of government contracts due to appropriation clauses, exercise of a cancellation clause, or non-exercise of contractually optional periods; our ability to design, introduce and sell new products or features; our ability to defend against litigation and protect our intellectual property, and the resulting costs of this activity; our ability to manage our supply chain and avoid production delays, shortages, and impacts to expected gross margins; the impact of stock compensation expense, impairment expense, and income tax expense on our financial results; customer purchase behavior, including adoption of our software as a service delivery model; negative media publicity regarding our products; the impact of product mix on projected gross margins; defects in our products; changes in the costs of product components and labor; loss of customer data, a breach of security, or an extended outage, including by our third party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to our subscription model; changes in government regulations in the U.S. and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; our ability to integrate acquired businesses; our ability to attract and retain key personnel; and counter-party risks relating to cash balances held in excess of FDIC insurance limits. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Annual Report on Form 10-K for the year ended December 31, 2021 that we filed with the Securities and Exchange Commission ("SEC") on February 25, 2022 lists various important factors that could cause actual results to differ materially from expected and historical results. These factors are intended as cautionary statements for investors within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Readers can find them under the heading “Risk Factors” in the Report on Form 10-K, and investors should refer to them. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports to the SEC. Our filings with the SEC may be accessed at the SEC’s web site at www.sec.gov.
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| September 30, | December 31, | ||||
2022 | 2021 | |||||
(Unaudited) | ||||||
ASSETS |
|
|
|
| ||
Current assets: |
|
|
|
| ||
Cash and cash equivalents | $ | 147,711 | $ | 356,332 | ||
Marketable securities | 35,280 | 72,180 | ||||
Short-term investments |
| 194,627 |
| 14,510 | ||
Accounts and notes receivable, net of allowance of $2,273 and $2,203 as of September 30, 2022 and December 31, 2021, respectively |
| 418,308 |
| 320,819 | ||
Contract assets, net |
| 168,673 |
| 180,421 | ||
Inventory |
| 173,046 |
| 108,688 | ||
Prepaid expenses and other current assets |
| 68,054 |
| 56,540 | ||
Total current assets |
| 1,205,699 |
| 1,109,490 | ||
Property and equipment, net |
| 164,160 |
| 138,457 | ||
Deferred tax assets, net |
| 96,355 |
| 127,193 | ||
Intangible assets, net |
| 13,039 |
| 15,470 | ||
Goodwill |
| 44,819 |
| 43,592 | ||
Long-term investments |
| 28,536 |
| 31,232 | ||
Long-term notes receivable, net |
| 8,462 |
| 11,256 | ||
Long-term contract assets, net | 48,388 | 29,753 | ||||
Strategic investments | 290,329 | 83,520 | ||||
Other long-term assets |
| 110,643 |
| 98,247 | ||
Total assets | $ | 2,010,430 | $ | 1,688,210 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Accounts payable | $ | 50,193 | $ | 32,220 | ||
Accrued liabilities |
| 112,766 |
| 103,707 | ||
Current portion of deferred revenue |
| 246,446 |
| 265,591 | ||
Customer deposits |
| 15,317 |
| 10,463 | ||
Other current liabilities |
| 6,801 |
| 6,540 | ||
Total current liabilities |
| 431,523 |
| 418,521 | ||
Deferred revenue, net of current portion |
| 313,823 |
| 185,721 | ||
Liability for unrecognized tax benefits |
| 7,317 |
| 3,797 | ||
Long-term deferred compensation |
| 5,369 |
| 5,679 | ||
Deferred tax liability, net | 1 | 811 | ||||
Long-term lease liabilities |
| 16,311 |
| 20,440 | ||
Other long-term liabilities |
| 4,773 |
| 5,392 | ||
Total liabilities |
| 779,117 |
| 640,361 | ||
Commitments and contingencies (Note 13) |
|
|
|
| ||
Stockholders’ equity: |
|
|
|
| ||
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively |
|
| ||||
Common stock, $0.00001 par value; 200,000,000 shares authorized; 71,151,670 and 70,896,856 shares and as of September 30, 2022 and December 31, 2021, respectively |
| 1 |
| 1 | ||
Additional paid-in capital |
| 1,167,218 |
| 1,095,229 | ||
Treasury stock at cost, 20,220,227 shares as of September 30, 2022 and December 31, 2021 |
| (155,947) |
| (155,947) | ||
Retained earnings |
| 227,847 |
| 109,883 | ||
Accumulated other comprehensive loss |
| (7,806) |
| (1,317) | ||
Total stockholders’ equity |
| 1,231,313 |
| 1,047,849 | ||
Total liabilities and stockholders’ equity | $ | 2,010,430 | $ | 1,688,210 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Net sales from products | $ | 210,398 | $ | 165,803 | $ | 586,653 | $ | 463,116 | ||||
Net sales from services |
| 101,356 |
| 66,186 |
| 267,140 |
| 182,687 | ||||
Net sales |
| 311,754 |
| 231,989 |
| 853,793 |
| 645,803 | ||||
Cost of product sales |
| 93,724 |
| 71,336 |
| 260,578 |
| 195,253 | ||||
Cost of service sales |
| 24,773 |
| 16,086 |
| 70,256 |
| 44,701 | ||||
Cost of sales |
| 118,497 |
| 87,422 |
| 330,834 |
| 239,954 | ||||
Gross margin |
| 193,257 |
| 144,567 |
| 522,959 |
| 405,849 | ||||
Operating expenses: |
|
|
|
|
|
|
|
| ||||
Sales, general and administrative |
| 102,023 |
| 99,295 |
| 287,157 |
| 403,554 | ||||
Research and development |
| 59,127 |
| 42,382 |
| 165,090 |
| 143,352 | ||||
Total operating expenses |
| 161,150 |
| 141,677 |
| 452,247 |
| 546,906 | ||||
Income (loss) from operations |
| 32,107 |
| 2,890 |
| 70,712 |
| (141,057) | ||||
Interest and other income (expense), net |
| (11,249) |
| (5,530) |
| 91,076 |
| 36,896 | ||||
Income (loss) before provision for income taxes |
| 20,858 |
| (2,640) |
| 161,788 |
| (104,161) | ||||
Provision for (benefit from) income taxes |
| 8,727 |
| (51,164) |
| 43,824 |
| (57,651) | ||||
Net income (loss) | $ | 12,131 | $ | 48,524 | $ | 117,964 | $ | (46,510) | ||||
Net income (loss) per common and common equivalent shares: |
|
|
|
|
|
|
|
| ||||
Basic | $ | 0.17 | $ | 0.73 | $ | 1.66 | $ | (0.71) | ||||
Diluted | $ | 0.17 | $ | 0.67 | $ | 1.63 | $ | (0.71) | ||||
Weighted average number of common and common equivalent shares outstanding: |
|
|
|
|
|
|
|
| ||||
Basic |
| 71,107 |
| 66,192 |
| 71,033 |
| 65,139 | ||||
Diluted |
| 72,525 |
| 72,441 |
| 72,386 |
| 65,139 | ||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||
Net income (loss) | $ | 12,131 | $ | 48,524 | $ | 117,964 | $ | (46,510) | ||||
Foreign currency translation adjustments |
| (2,275) |
| (793) |
| (5,513) |
| (1,161) | ||||
Unrealized losses on available-for-sale investments | (326) | — | (976) | — | ||||||||
Comprehensive income (loss) | $ | 9,530 | $ | 47,731 | $ | 111,475 | $ | (47,671) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
|
|
|
|
|
|
| Accumulated |
| ||||||||||||||
Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Retained | Comprehensive | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Earnings | Loss | Equity | |||||||||||||||
Balance, December 31, 2021 |
| 70,896,856 | $ | 1 | $ | 1,095,229 |
| 20,220,227 | $ | (155,947) | $ | 109,883 | $ | (1,317) | $ | 1,047,849 | ||||||
Issuance of common stock | — | — | (70) | — | — | — | — | (70) | ||||||||||||||
Issuance of common stock under employee plans, net |
| 99,802 | — | (1,388) | — | — | — | — | (1,388) | |||||||||||||
Stock-based compensation |
| — | — | 25,088 | — | — | — | — | 25,088 | |||||||||||||
Net income |
| — | — | — | — | — | 54,871 | — | 54,871 | |||||||||||||
Other comprehensive loss, net |
| — | — | — | — | — | — | (1,561) | (1,561) | |||||||||||||
Balance, March 31, 2022 |
| 70,996,658 | $ | 1 | $ | 1,118,859 |
| 20,220,227 | $ | (155,947) | $ | 164,754 | $ | (2,878) | $ | 1,124,789 | ||||||
Issuance of common stock | — | (4) | — | — | — | — | (4) | |||||||||||||||
Issuance of common stock under employee plans, net |
| 81,041 | — | (931) |
| — | — | — | — | (931) | ||||||||||||
Stock-based compensation |
| — | — | 21,162 |
| — | — | — | — | 21,162 | ||||||||||||
Net income |
| — | — | — |
| — | — | 50,962 | — | 50,962 | ||||||||||||
Other comprehensive loss, net |
| — | — | — |
| — | — | — | (2,327) | (2,327) | ||||||||||||
Balance, June 30, 2022 |
| 71,077,699 | $ | 1 | $ | 1,139,086 |
| 20,220,227 | $ | (155,947) | $ | 215,716 | $ | (5,205) | $ | 1,193,651 | ||||||
Issuance of common stock under employee plans, net |
| 73,971 | — |
| (72) |
| — |
| — |
| — |
| — |
| (72) | |||||||
Stock-based compensation |
| — |
| — |
| 28,204 |
| — |
| — |
| — |
| — |
| 28,204 | ||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| 12,131 |
| — |
| 12,131 | ||||||
Other comprehensive loss, net |
| — |
| — |
| — |
| — |
| — |
| — |
| (2,601) |
| (2,601) | ||||||
Balance, September 30, 2022 |
| 71,151,670 | $ | 1 | $ | 1,167,218 |
| 20,220,227 | $ | (155,947) | $ | 227,847 | $ | (7,806) | $ | 1,231,313 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
| |||||||
Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Retained | Comprehensive | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Earnings | Income (Loss) | Equity | |||||||||||||||
Balance, December 31, 2020 |
| 63,766,555 | $ | 1 | $ | 962,159 |
| 20,220,227 | $ | (155,947) | $ | 169,901 | $ | 141 | $ | 976,255 | ||||||
Issuance of common stock under employee plans, net |
| 906,536 | — | (7,045) | — | — | — | — |
| (7,045) | ||||||||||||
Stock-based compensation |
| — | — | 89,610 | — | — | — | — |
| 89,610 | ||||||||||||
Net loss | — | — | — | — | — | (47,917) | — |
| (47,917) | |||||||||||||
Other comprehensive income, net |
| — | — | — | — | — | — | 1 | 1 | |||||||||||||
Balance, March 31, 2021 |
| 64,673,091 | $ | 1 | $ | 1,044,724 |
| 20,220,227 | $ | (155,947) | $ | 121,984 | $ | 142 | $ | 1,010,904 | ||||||
Issuance of common stock under employee plans, net |
| 1,001,255 |
| — |
| (3,268) |
| — |
| — |
| — |
| — |
| (3,268) | ||||||
Stock-based compensation |
| — |
| — |
| 137,549 |
| — |
| — |
| — |
| — |
| 137,549 | ||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| (47,117) |
| — |
| (47,117) | ||||||
Other comprehensive loss, net |
| — |
| — |
| — |
| — |
| — |
| — |
| (369) |
| (369) | ||||||
Balance, June 30, 2021 |
| 65,674,346 | 1 | 1,179,005 |
| 20,220,227 | (155,947) | 74,867 | (227) | 1,097,699 | ||||||||||||
Issuance of common stock |
| 577,956 |
| — |
| 105,615 |
| — |
| — |
| — |
| — |
| 105,615 | ||||||
Issuance of common stock under employee plans, net | 1,325,566 | — | (172,204) | — | — | — | — | (172,204) | ||||||||||||||
Stock-based compensation |
| — |
| — |
| 35,062 |
| — |
| — |
| — |
| — |
| 35,062 | ||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| 48,524 |
| — |
| 48,524 | ||||||
Other comprehensive loss, net |
| — |
| — |
| — |
| — |
| — |
| — |
| (793) |
| (793) | ||||||
Balance, September 30, 2021 |
| 67,577,868 | $ | 1 | $ | 1,147,478 |
| 20,220,227 | $ | (155,947) | $ | 123,391 | $ | (1,020) | $ | 1,113,903 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended September 30, | ||||||
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income (loss) | $ | 117,964 | $ | (46,510) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
| ||
Depreciation and amortization |
| 18,171 |
| 13,420 | ||
Purchase accounting adjustments to goodwill | 58 | — | ||||
Loss on disposal and abandonment of intangible assets |
| 68 |
| 130 | ||
Loss on disposal and impairment of property, equipment, and other assets, net |
| 1,964 |
| 74 | ||
Realized and unrealized gains on strategic investments and marketable securities, net | (92,498) | (34,195) | ||||
Stock-based compensation |
| 74,454 |
| 262,221 | ||
Deferred income taxes |
| 30,349 |
| (58,893) | ||
Unrecognized tax benefits |
| 3,519 |
| 77 | ||
Bond amortization | (61) |
| 4,606 | |||
Noncash lease expense |
| 4,997 |
| 4,087 | ||
Provision for expected credit losses | 569 | 615 | ||||
Change in assets and liabilities: |
|
| ||||
Accounts and notes receivable and contract assets |
| (115,046) |
| (118,094) | ||
Inventory |
| (66,267) |
| (3,154) | ||
Prepaid expenses and other assets |
| (17,871) |
| (28,906) | ||
Accounts payable, accrued and other liabilities |
| 28,684 |
| 28,528 | ||
Deferred revenue |
| 115,187 |
| 87,558 | ||
Net cash provided by operating activities |
| 104,241 |
| 111,564 | ||
Cash flows from investing activities: |
|
|
|
| ||
Purchases of investments |
| (194,142) |
| (362,479) | ||
Proceeds from call / maturity of investments |
| 15,485 |
| 499,172 | ||
Exercise of warrants of strategic investments | (6,555) | — | ||||
Proceeds from sale of strategic investments | — | 14,546 | ||||
Purchases of property and equipment |
| (44,218) |
| (36,501) | ||
Proceeds from disposal of property and equipment | 226 | 31 | ||||
Purchases of intangible assets |
| (193) |
| (157) | ||
Strategic investments |
| (70,500) |
| (20,500) | ||
Business acquisition, net of cash acquired | (2,104) | (700) | ||||
Net cash provided by (used in) investing activities |
| (302,001) |
| 93,412 | ||
Cash flows from financing activities: |
|
|
|
| ||
Net proceeds from equity offering | (74) |
| 105,615 | |||
Income and payroll tax payments for net-settled stock awards |
| (2,391) |
| (182,517) | ||
Net cash used in financing activities |
| (2,465) |
| (76,902) | ||
Effect of exchange rate changes on cash and cash equivalents |
| (6,783) |
| (1,827) | ||
Net increase (decrease) in cash and cash equivalents |
| (207,008) |
| 126,247 | ||
Cash and cash equivalents and restricted cash, beginning of period |
| 356,438 |
| 155,551 | ||
Cash and cash equivalents and restricted cash, end of period | $ | 149,430 | $ | 281,798 | ||
Supplemental disclosures: |
|
|
|
| ||
Cash and cash equivalents | $ | 147,711 | $ | 281,691 | ||
Restricted cash (Note 1) |
| 1,719 |
| 107 | ||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | 149,430 | $ | 281,798 | ||
Cash paid for income taxes, net of refunds | $ | 7,503 | $ | 5,016 | ||
Non-cash transactions |
|
|
|
| ||
Property and equipment purchases in accounts payable and accrued liabilities | $ | 1,244 | $ | 1,211 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Note 1 - Organization and Summary of Significant Accounting Policies
Axon Enterprise, Inc. (“Axon,” the “Company,” "we," or "us") is a market-leading provider of law enforcement technology solutions. Our core mission is to protect life. We fulfill that mission through developing hardware and software products that advance the long term objectives of a) obsoleting the bullet, b) reducing social conflict, and c) enabling a fair and effective justice system.
Our headquarters in Scottsdale, Arizona houses our executive management, sales, marketing, certain engineering, manufacturing, finance and other administrative support functions. Our global software hub is located in Seattle, Washington, and we also have subsidiaries and / or offices located in Australia, Canada, Finland, France, Germany, Hong Kong, India, Italy, the Netherlands, Spain, the United Kingdom, and Vietnam.
The accompanying unaudited condensed consolidated financial statements include the accounts of Axon Enterprise, Inc. and our subsidiaries. All material intercompany accounts, transactions, and profits have been eliminated.
Basis of Presentation and Use of Estimates
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in our annual consolidated financial statements for the year ended December 31, 2021, as filed on Form 10-K, with the exception of our adoption of certain accounting pronouncements which we describe below. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with our Form 10-K for the year ended December 31, 2021. The results of operations for the three months and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year (or any other period). Significant estimates and assumptions in these unaudited condensed consolidated financial statements include:
| ● | product warranty reserves, |
| ● | inventory valuation, |
| ● | revenue recognition, |
| ● | reserve for expected credit loss, |
| ● | valuation of goodwill, intangible and long-lived assets, |
| ● | valuation of strategic investments, |
| ● | recognition, measurement and valuation of current and deferred income taxes, |
| ● | stock-based compensation, and |
| ● | recognition and measurement of contingencies and accrued litigation expense. |
Actual results could differ materially from those estimates.
Segment Information
Our operations are comprised of two reportable segments: the manufacture and sale of conducted electrical devices ("CEDs"), batteries, accessories, extended warranties and other products and services (collectively, the “TASER” segment); and the development, manufacture, and sale of software and sensors, which includes the sale of devices, wearables, applications, cloud and mobile products, and services (collectively, the “Software and Sensors” segment). In both segments, we report sales of products and services. Service revenue in both segments includes sales related to Axon
6
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Evidence. In the Software and Sensors segment, service revenue also includes other recurring cloud-hosted software revenue and related professional services. Collectively, this revenue is sometimes referred to as "Axon Cloud revenue."
Reportable segments are determined based on discrete financial information reviewed by our Chief Executive Officer who is our chief operating decision maker ("CODM"). We organize and review operations based on products and services, and currently there are no operating segments that are aggregated. We perform an analysis of our reportable segments at least annually. Additional information related to our business segments is summarized in Note 16.
Geographic Information and Major Customers / Suppliers
For the three and nine months ended September 30, 2022, no individual country outside the U.S. represented more than 10% of total net sales. Individual sales transactions in the international market are generally larger and occur more intermittently than in the domestic market due to the profile of our customers. For the three and nine months ended September 30, 2022, no customer represented more than 10% of total net sales. At September 30, 2022 and December 31, 2021, no customer represented more than 10% of the aggregate balance of accounts and notes receivable and contract assets.
We currently purchase both off the shelf and custom components, including, but not limited to, finished circuit boards, injection-molded plastic components, small machined parts, custom cartridge components, electronic components, and off the shelf sub-assemblies from suppliers located in the U.S., Canada, China, Republic of Korea, Malaysia, Mexico, Taiwan, and Vietnam. We may source from other countries as well. Although we currently obtain many of these components from single source suppliers, we own the injection molded component tooling, most of the designs, and the test fixtures used in their production for all custom components. As a result, we believe we could obtain alternative suppliers in most cases. Although we have experienced supply chain disruptions relating to materials and port constraints, we have remained focused on closely managing our supply chain. We continue to bolster our strategic relationships in our supply chain, identifying secondary/alternate sourcing, adjusting build plans accordingly, and building in logistic modes in support of our increasing demand while working to minimize disruption to customers. We acquire most of our components on a purchase order basis and do not currently have significant long-term purchase contracts with most component suppliers.
Income per Common Share
Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share reflects the potential dilution from outstanding stock options and unvested restricted stock units. The calculation of the weighted average number of shares outstanding and earnings per share are as follows (in thousands except per share data):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Numerator for basic and diluted earnings per share: |
|
|
|
|
|
|
|
| ||||
Net income (loss) | $ | 12,131 | $ | 48,524 | $ | 117,964 | $ | (46,510) | ||||
Denominator: |
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding |
| 71,107 |
| 66,192 |
| 71,033 |
| 65,139 | ||||
Dilutive effect of stock-based awards |
| 1,418 |
| 6,249 |
| 1,353 |
| — | ||||
Diluted weighted average shares outstanding |
| 72,525 |
| 72,441 |
| 72,386 |
| 65,139 | ||||
Anti-dilutive stock-based awards excluded |
| 2,977 |
| 3,481 |
| 2,952 |
| 8,920 | ||||
Net income (loss) per common share: |
|
|
|
|
|
| ||||||
Basic | $ | 0.17 | $ | 0.73 | $ | 1.66 | $ | (0.71) | ||||
Diluted | $ | 0.17 | $ | 0.67 | $ | 1.63 | $ | (0.71) | ||||
7
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Standard Warranties
We warranty our CEDs, Axon cameras and certain related accessories from manufacturing defects on a limited basis for a period of one year after purchase and, thereafter, will repair or replace any defective unit for a fee. Estimated costs for the standard warranty are charged to cost of products sold when revenue is recorded for the related product. Future warranty costs are estimated based on historical data related to warranty claims and this rate is applied to current product sales. Historically, reserve amounts have been increased if management becomes aware of a component failure or other issue that could result in larger than anticipated warranty claims from customers. The warranty reserve is reviewed quarterly to verify that it sufficiently reflects the remaining warranty obligations based on the anticipated expenditures over the balance of the warranty obligation period, and adjustments are made when actual warranty claim experience differs from estimates. The warranty reserve is included in accrued liabilities on the accompanying condensed consolidated balance sheets.
Changes in our estimated product warranty liabilities were as follows (in thousands):
Nine Months Ended September 30, | ||||||
| 2022 | 2021 | ||||
Balance, beginning of period | $ | 2,822 | $ | 769 | ||
Utilization of reserve |
| (1,988) |
| (582) | ||
Warranty expense |
| 161 |
| 1,176 | ||
Balance, end of period | $ | 995 | $ | 1,363 | ||
Fair Value Measurements and Financial Instruments
We use the fair value framework that prioritizes the inputs to valuation techniques for measuring financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are re-measured. Fair value is considered to be the exchange price in an orderly transaction between market participants, to sell an asset or transfer a liability at the measurement date. 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. We categorize each of our 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 inputs that market participants would use in pricing an asset or liability. |
We have cash equivalents and investments, which at September 30, 2022 were comprised of money market funds, commercial paper, corporate bonds, municipal bonds, U.S. Government agency bonds, and U.S. Treasury bills. Cash equivalents and investments at December 31, 2021 were comprised of money market funds, corporate bonds, municipal bonds, and U.S. Government agency bonds. See additional disclosure regarding the fair value of our cash equivalents and investments in Note 3. Included in the balance of other long-term assets as of September 30, 2022 and December 31, 2021
8
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
was $4.0 million and $5.3 million, respectively, related to corporate-owned life insurance policies which are used to fund our deferred compensation plan. We determine the fair value of insurance contracts by obtaining the cash surrender value of the contracts from the issuer, a Level 2 valuation technique.
We have an investment in marketable securities, for which changes in fair value are recorded in the condensed consolidated statement of operations as unrealized gain or (loss) on marketable securities, which is included in interest and other income (expense), net.
We have strategic investments in eight unconsolidated affiliates as of September 30, 2022. The estimated fair value of the investments was determined based on Level 3 inputs. In determining the estimated fair value of our strategic investments in privately held companies, we utilize observable data available to us as discussed further in Note 7.
Our financial instruments also include accounts and notes receivable, accounts payable and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the condensed consolidated balance sheet.
Restricted Cash
Restricted cash balances as of September 30, 2022 were $1.7 million primarily related to funds held in an international bank account securing a guarantee and funds held in an international bank account for a country in which we are required to maintain a minimum balance to operate. Approximately $1.6 million was included in prepaid expenses and other assets on our condensed consolidated balance sheet, with the in other long-term assets. Restricted cash balances as of December 31, 2021 included $0.1 million primarily related to funds held in an international bank account for a country in which we are required to maintain a minimum balance to operate. Approximately half of the balance was included in prepaid expenses and other current assets on our condensed consolidated balance sheet, with the remainder included in other long-term assets.
Valuation of Goodwill, Intangibles and Long-lived Assets
We evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets, excluding goodwill and intangible assets with indefinite useful lives, may warrant revision or that the remaining balance of these assets may not be recoverable. Such circumstances could include, but are not limited to, a change in the product mix, a change in the way products are created, produced or delivered, or a significant change in the way products are branded and marketed. In performing the review for recoverability, we estimate the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. The amount of the impairment loss, if impairment exists, is calculated based on the excess of the carrying amounts of the assets over their estimated fair value computed using discounted cash flows.
We do not amortize goodwill and intangible assets with indefinite useful lives; rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. We perform our annual goodwill and intangible asset impairment tests in the fourth quarter of each year.
Recently Issued Accounting Guidance
Recently Adopted Accounting Pronouncements
In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832). The guidance improves the transparency of government assistance accounting as it requires business entities to disclose transactions that involve government assistance received if the transactions were accounted for by applying a grant or contribution accounting model by analogy. The ASU is effective for annual periods beginning after December 15, 2021. We adopted ASU 2021-10 on January 1, 2022 and will
9
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
apply the disclosure requirement prospectively to all transactions within the scope of the amendments that are reflected in the financial statements at the date of the initial application along with new transactions that are entered into after the date of initial application. Adoption of this ASU did not have a material impact on our consolidated financial statements.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications are not material and had no effect on the reported results of operations.
Note 2 - Revenues
Nature of Products and Services
The following tables present our revenues by primary product and service offering (in thousands):
Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||||||||||||
|
| Software and |
|
|
| Software and |
| |||||||||||
TASER | Sensors | Total | TASER | Sensors | Total | |||||||||||||
TASER 7 | $ | 65,951 | $ | — | $ | 65,951 | $ | 50,641 | — | $ | 50,641 | |||||||
TASER X26P |
| 5,897 |
| — |
| 5,897 |
| 9,086 | — |
| 9,086 | |||||||
TASER X2 |
| 8,298 |
| — |
| 8,298 |
| 10,078 | — |
| 10,078 | |||||||
TASER Consumer devices |
| 1,702 |
| — |
| 1,702 |
| 967 | — |
| 967 | |||||||
Cartridges |
| 46,475 |
| — |
| 46,475 |
| 39,313 | — |
| 39,313 | |||||||
Axon Body |
| — |
| 35,427 |
| 35,427 |
| — | 20,862 |
| 20,862 | |||||||
Axon Flex |
| — |
| 687 |
| 687 |
| — | 1,488 |
| 1,488 | |||||||
Axon Fleet |
| — |
| 10,139 |
| 10,139 |
| — | 6,063 |
| 6,063 | |||||||
Axon Dock |
| — |
| 4,830 |
| 4,830 |
| — | 6,460 |
| 6,460 | |||||||
Axon Evidence and cloud services |
| 5,125 |
| 96,814 |
| 101,939 |
| 2,711 | 63,272 |
| 65,983 | |||||||
Extended warranties |
| 7,290 |
| 14,511 |
| 21,801 |
| 6,099 | 8,983 |
| 15,082 | |||||||
Other |
| 4,145 |
| 4,463 |
| 8,608 |
| 2,596 | 3,370 |
| 5,966 | |||||||
Total | $ | 144,883 | $ | 166,871 | $ | 311,754 | $ | 121,491 | $ | 110,498 | $ | 231,989 | ||||||
Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 | |||||||||||||||||
|
| Software and |
|
|
| Software and |
| |||||||||||
TASER | Sensors | Total | TASER | Sensors | Total | |||||||||||||
TASER 7 | $ | 169,457 | $ | — | $ | 169,457 | $ | 112,760 | — | $ | 112,760 | |||||||
TASER X26P |
| 27,715 |
| — |
| 27,715 |
| 28,618 | — |
| 28,618 | |||||||
TASER X2 |
| 16,451 |
| — |
| 16,451 |
| 39,001 | — |
| 39,001 | |||||||
TASER Consumer devices |
| 5,085 |
| — |
| 5,085 |
| 4,873 | — |
| 4,873 | |||||||
Cartridges |
| 134,145 |
| — |
| 134,145 |
| 116,409 | — |
| 116,409 | |||||||
Axon Body |
| — |
| 92,603 |
| 92,603 |
| — | 60,545 |
| 60,545 | |||||||
Axon Flex |
| — |
| 2,637 |
| 2,637 |
| — | 3,481 |
| 3,481 | |||||||
Axon Fleet |
| — |
| 39,840 |
| 39,840 |
| — | 15,073 |
| 15,073 | |||||||
Axon Dock |
| — |
| 18,159 |
| 18,159 |
| — | 18,889 |
| 18,889 | |||||||
Axon Evidence and cloud services |
| 11,862 |
| 258,664 |
| 270,526 |
| 5,809 | 175,933 |
| 181,742 | |||||||
Extended warranties |
| 21,428 |
| 36,070 |
| 57,498 |
| 17,602 | 24,632 |
| 42,234 | |||||||
Other |
| 8,686 |
| 10,991 |
| 19,677 |
| 7,946 | 14,232 |
| 22,178 | |||||||
Total | $ | 394,829 | $ | 458,964 | $ | 853,793 | $ | 333,018 | $ | 312,785 | $ | 645,803 | ||||||
10
The following table presents our revenues disaggregated by geography (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, |
| |||||||||||||||||||||
2022 | 2021 | 2022 | 2021 |
| |||||||||||||||||||
United States |
| $ | 264,644 |
| 85 | % | $ | 192,756 |
| 83 | % | $ | 707,304 |
| 83 | % | $ | 518,050 |
| 80 | % | ||
Other countries |
| 47,110 |
| 15 |
| 39,233 |
| 17 |
| 146,489 |
| 17 |
| 127,753 |
| 20 | |||||||
Total | $ | 311,754 |
| 100 | % | $ | 231,989 |
| 100 | % | $ | 853,793 |
| 100 | % | $ | 645,803 |
| 100 | % | |||
Contract Balances
The following table presents our contract assets, contract liabilities and certain information related to these balances as of and for the nine months ended September 30, 2022 (in thousands):
| September 30, 2022 | ||
Contract assets, net | $ | 217,061 | |
Contract liabilities (deferred revenue) |
| 560,269 | |
Revenue recognized in the period from: |
|
| |
Amounts included in contract liabilities at the beginning of the period |
| 228,278 | |
Contract liabilities (deferred revenue) consisted of the following (in thousands):
September 30, 2022 | December 31, 2021 | |||||||||||||||||
| Current |
| Long-Term |
| Total |
| Current |
| Long-Term |
| Total | |||||||
Warranty: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
TASER | $ | 15,031 | $ | 19,349 | $ | 34,380 | $ | 21,257 | $ | 4,766 | $ | 26,023 | ||||||
Software and Sensors |
| 22,357 |
| 17,825 |
| 40,182 |
| 23,175 |
| 18,137 |
| 41,312 | ||||||
| 37,388 |
| 37,174 |
| 74,562 |
| 44,432 |
| 22,903 |
| 67,335 | |||||||
Hardware: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
TASER |
| 21,263 |
| 38,948 |
| 60,211 |
| 12,944 |
| 28,727 |
| 41,671 | ||||||
Software and Sensors |
| 37,972 |
| 109,947 |
| 147,919 |
| 34,862 |
| 81,223 |
| 116,085 | ||||||
| 59,235 |
| 148,895 |
| 208,130 |
| 47,806 |
| 109,950 |
| 157,756 | |||||||
Services: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
TASER |
| 4,648 |
| 9,655 |
| 14,303 |
| 2,701 |
| 3,482 |
| 6,183 | ||||||
Software and Sensors |
| 145,175 |
| 118,099 |
| 263,274 |
| 170,652 |
| 49,386 |
| 220,038 | ||||||
149,823 | 127,754 | 277,577 | 173,353 | 52,868 | 226,221 | |||||||||||||
Total | $ | 246,446 | $ | 313,823 | $ | 560,269 | $ | 265,591 | $ | 185,721 | $ | 451,312 | ||||||
September 30, 2022 | December 31, 2021 | |||||||||||||||||
| Current |
| Long-Term |
| Total |
| Current |
| Long-Term |
| Total | |||||||
TASER | $ | 40,942 | $ | 67,952 | $ | 108,894 | $ | 36,902 | $ | 36,975 | $ | 73,877 | ||||||
Software and Sensors |
| 205,504 |
| 245,871 |
| 451,375 |
| 228,689 |
| 148,746 |
| 377,435 | ||||||
Total | $ | 246,446 | $ | 313,823 | $ | 560,269 | $ | 265,591 | $ | 185,721 | $ | 451,312 | ||||||
Remaining Performance Obligations
As of September 30, 2022, we had approximately $3.73 billion of remaining performance obligations, which included both recognized contract liabilities as well as amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, as of September 30, 2022. We expect to recognize between 15% - 20% of this balance over the next twelve months, and generally expect the
11
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
remainder to be recognized over the following ten years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.
Note 3 - Cash, Cash Equivalents and Investments
The following tables summarize our cash, cash equivalents, marketable securities, and available-for-sale investments at September 30, 2022 and December 31, 2021 (in thousands):
As of September 30, 2022 | |||||||||||||||||||||||||
|
| Gross |
| Gross |
|
|
| Cash and |
|
|
| ||||||||||||||
Amortized | Unrealized | Unrealized |
| Cash | Marketable | Short-Term | Long-Term | ||||||||||||||||||
Cost | Gains | Losses | Fair Value |
| Equivalents | Securities | Investments | Investments | |||||||||||||||||
Cash | $ | 94,638 | $ | — | $ | — | $ | 94,638 | $ | 94,638 | $ | — | $ | — | $ | — | |||||||||
Level 1: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Money market funds |
| 6,982 | — |
| — |
| 6,982 |
| 6,982 |
| — |
| — | — | |||||||||||
Agency bonds |
| 68,072 | 6 |
| (69) |
| 68,009 |
| 28,000 |
| — |
| 35,763 | 4,246 | |||||||||||
Treasury bills | 55,520 | 2 | (162) | 55,360 | 14,999 | — | 40,361 | — | |||||||||||||||||
Marketable securities | 90,000 | — | (54,720) | 35,280 |
| — |
| 35,280 |
| — | — | ||||||||||||||
Subtotal |
| 220,574 | 8 |
| (54,951) |
| 165,631 | 49,981 | 35,280 | 76,124 | 4,246 | ||||||||||||||
Level 2: | |||||||||||||||||||||||||
State and municipal obligations | 6,935 | — | (54) | 6,881 | — | — | 6,881 | — | |||||||||||||||||
Corporate bonds | 75,412 | 6 | (1,233) | 74,185 | 2,096 | — | 47,799 | 24,290 | |||||||||||||||||
Commercial paper | 64,819 | — | — | 64,819 | 996 | — | 63,823 | — | |||||||||||||||||
Subtotal | 147,166 | 6 | (1,287) | 145,885 | 3,092 | — | 118,503 | 24,290 | |||||||||||||||||
Total | $ | 462,378 | $ | 14 | $ | (56,238) | $ | 406,154 | $ | 147,711 | $ | 35,280 | $ | 194,627 | $ | 28,536 | |||||||||
As of September 30, 2022, we had $136.3 million of available-for-sale investments with unrealized losses.
During the year ended December 31, 2021, we acquired 9,000,000 shares of common stock of Cellebrite DI Ltd (“CLBT”) with a fair value of $90.0 million. The CLBT common stock is recorded as marketable securities in the accompanying condensed consolidated balance sheets and its fair value is adjusted every reporting period. Changes in fair value are recorded in the condensed consolidated statement of operations as unrealized gain or (loss) on marketable securities, which is included in interest and other income (expense), net. During the three and nine months ended September 30, 2022, we recorded an unrealized loss on marketable securities of $10.6 million and $36.9 million, respectively, relating to CLBT.
12
As of December 31, 2021 | |||||||||||||||||||||||||
|
| Gross |
| Gross |
|
|
| Cash and |
|
|
| ||||||||||||||
Amortized | Unrealized | Unrealized |
| Cash | Marketable | Short-Term | Long-Term | ||||||||||||||||||
Cost | Gains | Losses | Fair Value |
| Equivalents | Securities | Investments | Investments | |||||||||||||||||
Cash | $ | 353,488 | $ | — | $ | — | $ | 353,488 | $ | 353,488 | $ | — | $ | — | $ | — | |||||||||
Level 1: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Money market funds |
| 2,844 | — |
| — |
| 2,844 |
| 2,844 |
| — |
| — | — | |||||||||||
Agency bonds |
| 10,700 | 4 |
| — |
| 10,704 |
| — |
| — |
| 10,704 | — | |||||||||||
Marketable securities | 90,000 | — | (17,820) | 72,180 |
| — |
| 72,180 |
| — | — | ||||||||||||||
Subtotal |
| 103,544 | 4 |
| (17,820) |
| 85,728 | 2,844 | 72,180 | 10,704 | — | ||||||||||||||
Level 2: | |||||||||||||||||||||||||
State and municipal obligations | 2,570 | — | (5) | 2,565 | — | — | 1,400 | 1,165 | |||||||||||||||||
Corporate bonds | 32,748 | 1 | (276) | 32,473 | — | — | 2,406 | 30,067 | |||||||||||||||||
Subtotal | 35,318 | 1 | (281) | 35,038 | — | — | 3,806 | 31,232 | |||||||||||||||||
Total | $ | 492,350 | $ | 5 | $ | (18,101) | $ | 474,254 | $ | 356,332 | $ | 72,180 | $ | 14,510 | $ | 31,232 | |||||||||
Note 4 - Expected Credit Losses
We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable, notes receivable, and contract assets is developed using historical collection experience, published or estimated credit default rates for entities that represent our customer base, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.
We review receivables for U.S. and international customers separately to better reflect different published credit default rates and economic and market conditions.
The following table provides a roll-forward of the allowance for expected credit losses that is deducted from the amortized cost basis of accounts receivable, notes receivable, and contract assets to present the net amount expected to be collected (in thousands):
13
As of September 30, 2022 and December 31, 2021, the allowance for expected credit losses for each type of customer receivable was as follows (in thousands):
September 30, | December 31, | |||||
| 2022 | 2021 | ||||
Accounts receivable and notes receivable, current | $ | 2,273 | $ | 2,203 | ||
Contract assets, net |
| 1,120 |
| 1,010 | ||
Long-term notes receivable, net of current portion |
| 140 |
| 136 | ||
Total allowance for expected credit losses on customer receivables | $ | 3,533 | $ | 3,349 | ||
Note 5 - Inventory
Inventories are stated at the lower of cost, determined on the first-in, first-out (“FIFO”) basis, or net realizable value, net of an inventory valuation allowance. We use a standard cost methodology to determine the cost basis for its inventories. Costs include allocations for materials, labor, and overhead. All variances between actual costs and standard costs are apportioned to inventory and cost of goods sold based upon inventory turnover. We evaluate inventory on a quarterly basis for obsolete or slow-moving items to ascertain if the recorded allowance is reasonable and adequate. Additional provisions are made to reduce excess, obsolete or slow-moving inventories to their net realizable value.
Inventory consisted of the following at September 30, 2022 and December 31, 2021 (in thousands):
| September 30, 2022 |
| December 31, 2021 | |||
Raw materials | $ | 61,921 | $ | 38,267 | ||
Finished goods |
| 111,125 |
| 70,421 | ||
Total inventory | $ | 173,046 | $ | 108,688 | ||
Note 6 – Property and Equipment
Property and equipment consisted of the following (in thousands):
Estimated | ||||||||
| Useful Life |
| September 30, 2022 |
| December 31, 2021 | |||
Land | N/A | $ | 51,612 | $ | 54,868 | |||
Building and leasehold improvements | 3-39 years | 26,860 | 25,712 | |||||
Production equipment | 3-5 years |
| 56,237 |
| 54,090 | |||
Computers, equipment and software | 3-5 years |
| 23,478 |
| 15,343 | |||
Furniture and office equipment | 3-5 years |
| 7,511 |
| 6,838 | |||
Vehicles | 5 years |
| 3,746 |
| 2,932 | |||
Capitalized internal software development costs | 3-5 years |
| 14,198 |
| 12,200 | |||
Construction-in-process | N/A |
| 53,262 |
| 25,258 | |||
Total cost |
| 236,904 |
| 197,241 | ||||
Less: Accumulated depreciation |
| (72,744) |
| (58,784) | ||||
Property and equipment, net |
| $ | 164,160 | $ | 138,457 | |||
Construction-in-process includes $25.6 million and $12.4 million related to the development of our new campus at September 30, 2022 and December 31, 2021, respectively.
14
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 7 - Strategic Investments
Strategic investments include investments in a number of non-public technology-driven companies. We account for strategic investments under the ASC 321 measurement alternative for equity securities without readily determinable fair values, as there are no quoted market prices for the investments. The investments are measured at cost less impairment, adjusted for observable price changes and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
In conjunction with certain of our strategic investments, we have the ability to commit additional capital over time through warrants and call options; for some investments, the exercisability and exercise prices are conditional on the achievement of certain performance metrics.
The following tables provide a roll-forward of the balance of strategic investments (in thousands):
Inception to date | ||||||||||||
| Strategic investments |
| Warrants |
| Call options |
| Total | |||||
Investments | $ | 105,732 | $ | 3,047 | $ | 17,233 | $ | 126,012 | ||||
Observable price changes (1) | 83,537 | 28,696 | — | 112,233 | ||||||||
Exercises | 96,719 | (30,089) | — | 66,630 | ||||||||
Sales | (14,546) | — | — | (14,546) | ||||||||
Balance, end of period | $ | 271,442 | $ | 1,654 | $ | 17,233 | $ | 290,329 | ||||
| (1) | Includes a realized gain of $12.3 million for the nine months ended September 30, 2021. |
During the three months ended September 30, 2022, we made minority, non-controlling investments totaling $8.8 million in a drone company and a biometrics sensor company. Both investments included multiple financial instruments.
During the nine months ended September 30, 2022, certain of our strategic investees issued new equity to us and/or other investors. These events represented observable price changes for our existing investments and related warrants, resulting in unrealized gains of $70.4 million and unrealized losses of $1.1 million. Additionally, we exercised warrants in one of our strategic investees for a total exercise price of $6.6 million, resulting in an unrealized gain of $60.1 million that was recognized in earnings for the nine months ended September 30, 2022. The estimated fair value of the investments were calculated using valuation techniques that included both observable and unobservable inputs. This estimated fair value reflects a value that was lower than the issue per share of the new equity issued by the strategic investees because of different characteristics of the newly issued equity instruments compared to our existing investments. The valuation techniques included both Level 2 and Level 3 inputs as defined by ASC Topic 820.
15
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 8 - Variable Interest Entities
We evaluate our investments and other significant relationships to determine whether any investee is a variable interest entity (“VIE”). If we conclude that an investee is a VIE, we evaluate our power to direct the activities of the investee, our obligation to absorb the expected losses of the investee and our right to receive the expected residual returns of the investee to determine whether we are the primary beneficiary of the investee. If we are the primary beneficiary of a VIE, we consolidate such entity and reflects the non-controlling interest of other beneficiaries of that entity.
We determine whether we are the primary beneficiary of a VIE by performing an analysis that principally considers:
| ● | The VIE’s purpose, design, and risks the VIE was designed to create and pass through to its variable interest holders; |
| ● | The VIE’s capital structure; |
| ● | The terms between the VIE and its variable interest holders and other parties involved with the VIE; and |
| ● | Related-party affiliations. |
The table below presents a summary of the nonconsolidated VIEs in which we hold variable interests:
(1) The maximum exposure to loss is limited to the carrying value of the interest.
In the table above:
| ● | The nature of our variable interest is described in the row under maximum exposure to loss. |
| ● | Our exposure to the obligations of the VIE is limited to our interest in the entity. |
The primary purpose of our U.S-based, nonconsolidated VIE investments is to create strategic partnerships within market-leading providers of law enforcement technology solutions. We present all variable interests in unconsolidated VIEs as strategic investments within the long-term assets section of the condensed consolidated balance sheet.
We have provided financial support to the nonconsolidated VIEs in exchange for preferred equity as well as warrants and call options that give us the ability to commit additional capital overtime. Financial support provided to the nonconsolidated VIEs is used to continue to finance their operations. We have no explicit or implicit arrangements to provide additional financial support to the VIEs and we have no liabilities to the VIEs as of September 30, 2022 and December 31, 2021.
16
Note 9 - Accrued Liabilities
Accrued liabilities consisted of the following at September 30, 2022 and December 31, 2021 (in thousands):
| September 30, 2022 |
| December 31, 2021 | |||
Accrued salaries, benefits and bonus | $ | 69,058 | $ | 62,425 | ||
Accrued professional, consulting and lobbying fees |
| 3,918 |
| 7,152 | ||
Accrued warranty expense |
| 995 |
| 2,822 | ||
Accrued income and other taxes |
| 3,871 |
| 3,736 | ||
Accrued inventory in transit | 11,081 | 9,945 | ||||
Other accrued expenses |
| 23,843 |
| 17,627 | ||
Accrued liabilities | $ | 112,766 | $ | 103,707 | ||
Note 10 - Income Taxes
We file income tax returns for federal purposes and in many states, as well as in multiple foreign jurisdictions. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time, generally three to four years, but can be up to ten years in some jurisdictions following the tax year to which these filings relate. We have been previously notified that an income tax audit may commence for Axon Public Safety Southeast Asia LLC, our entity in Vietnam; however, there has been no audit activity to date.
Deferred Tax Assets
Net deferred income tax assets at September 30, 2022, primarily include R&D tax credits, stock-based compensation expense, deferred revenue, accruals and reserves, R&D capitalization, net of amortization and net operating losses, partially offset by accelerated depreciation expense, unrealized investment gains, and valuation allowance reserve. Our total net deferred tax assets at September 30, 2022 were $96.4 million.
In preparing our condensed consolidated financial statements, management assesses the likelihood that its deferred tax assets will be realized from future taxable income. In evaluating our ability to recover our deferred income tax assets, management considers all available positive and negative evidence, including our 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 our provision for income taxes, our deferred tax assets and liabilities, and our future taxable income for purposes of assessing our ability to utilize any future tax benefit from our deferred tax assets.
As of September 30, 2022, management continues to believe the positive evidence from projected future earnings outweighs the negative evidence and a valuation allowance is not needed beyond the following items further described. We have concluded that a valuation allowance is necessary against unrealized investment losses and related costs incurred in connection with certain investments. Additionally, we do have Arizona R&D tax credits expiring unutilized each year; therefore, management has concluded that it is more likely than not that our Arizona R&D deferred tax asset will not be realized, and a valuation allowance has been recorded against this net asset.
In Australia, we have determined that sufficient deferred tax liabilities will reverse in order to realize all assets except one long-lived intangible where there is not an expectation that the asset may be realized. Therefore, we continue to recognize a partial valuation allowance for Australia.
We complete R&D tax credit studies for each year that an R&D tax credit is claimed for federal and state income tax purposes. Management has made the determination that it is more likely than not that the full benefit of the R&D tax credit will not be sustained on examination and recorded a liability for unrecognized tax benefits of $20.3 million as of
17
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
September 30, 2022. Should the unrecognized benefit of $20.3 million be recognized, our effective tax rate would be favorably impacted. Approximately $12.0 million of the unrecognized tax benefit associated with R&D credits has been netted against the R&D deferred tax asset.
Effective Tax Rate
Our overall effective tax rate for the nine months ended September 30, 2022, after discrete period adjustments, was 27.1%. Before discrete adjustments, the tax rate was 28.0%, which differs from the federal statutory rate, primarily due to the impact of R&D tax credits offset by the executive compensation limitation under Internal Revenue Code ("IRC") Section 162(m) and an increase in valuation allowance and unrecognized tax benefits, on projected pre-tax income for the year. The effective tax rate was favorably impacted by a $1.4 million discrete tax benefit primarily associated with net windfalls related to stock-based compensation for restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested during the nine months ended September 30, 2022.
Note 11 - Stockholders’ Equity
Performance-based stock awards
We have issued performance-based stock options and performance-based RSUs, the vesting of which is generally contingent upon the achievement of certain performance criteria related to our operating performance, as well as successful and timely development and market acceptance of future product introductions. In addition, certain of the performance RSUs have additional service requirements subsequent to the achievement of the performance criteria. Compensation expense is recognized over the requisite service period, which is defined as the longest explicit, implicit or derived service period based on management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. For both service-based and performance-based RSUs, we account for forfeitures as they occur as a reduction to stock-based compensation expense and additional paid-in-capital.
For performance-based options with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense is recognized for each pair of performance and market conditions over the longer of the expected achievement period of the performance and market conditions, beginning at the point in time that the relevant performance condition is considered probable of achievement. The fair value of such awards is estimated on the grant date using Monte Carlo simulations.
CEO Performance Award
On May 24, 2018, our stockholders approved the Board of Directors’ grant of 6,365,856 stock option awards to Patrick W. Smith, our CEO (the “CEO Performance Award”). The CEO Performance Award consists of 12 vesting tranches with a vesting schedule based entirely on the attainment of both operational goals (performance conditions) and market capitalization goals (market conditions), assuming continued employment either as the CEO or as both Executive Chairman and Chief Product Officer and service through each attainment date. Each of the 12 vesting tranches of the CEO Performance Award have a 10-year contractual term and will vest upon certification by the Compensation Committee of the Board of Directors that both (i) the market capitalization goal for such tranche, which begins at $2.5 billion for the first tranche and increases by increments of $1.0 billion thereafter, and (ii) any one of the following eight operational goals focused on revenue or eight operational goals focused on Adjusted EBITDA have been met for the previous four consecutive fiscal quarters. Adjusted EBITDA for purposes of the CEO Performance Award ("Adjusted EBITDA (CEO Performance Award)") is defined as net income (loss) attributable to common stockholders before interest expense, interest
18
and other income (such as dividends) earned on investments in marketable securities, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense.
Revenue Goal (1) | Achievement Status | Adjusted EBITDA | Achievement Status | |||
Goal #1, $710,058 | Achieved | Goal #1, $125,000 | Achieved | |||
Goal #2, $860,058 | Achieved | Goal #2, $155,000 | Achieved | |||
Goal #3, $1,010,058 | Achieved | Goal #3, $175,000 | Achieved | |||
Goal #4, $1,210,058 | Probable | Goal #4, $190,000 | Achieved | |||
Goal #5, $1,410,058 | Not Applicable | Goal #5, $200,000 | Achieved | |||
Goal #6, $1,610,058 | Not Applicable | Goal #6, $210,000 | Achieved | |||
Goal #7, $1,810,058 | Not Applicable | Goal #7, $220,000 | Achieved | |||
Goal #8, $2,010,058 | Not Applicable | Goal #8, $230,000 | Achieved |
| (1) | In connection with the business acquisition that was completed during the three months ended September 30, 2018, the revenue goals were adjusted for the acquiree’s Target Revenue, as defined in the CEO Performance Award agreement. |
Stock-based compensation expense associated with the CEO Performance Award is recognized over the longer of the expected achievement period for each pair of market capitalization and operational goals, beginning at the point in time when the relevant operational goal is considered probable of being met. The probability of meeting an operational goal and the expected achievement point in time for meeting a probable operational goal are based on a subjective assessment of our forward-looking financial projections, taking into consideration statistical analysis. Even though no tranches of the CEO Performance Award vest unless a market capitalization and a matching operational goal are both achieved, stock-based compensation expense is recognized when an operational goal is considered probable of achievement regardless of whether a market capitalization goal is actually achieved. Stock-based compensation represents a non-cash expense and is recorded in sales, general, and administrative operating expense on our consolidated statements of operations and comprehensive income.
The first ten market capitalization goals have been achieved as of September 30, 2022. As of September 30, 2022, 5.3 million stock options have been certified by the Compensation Committee and vested. The eleventh market capitalization goal has not yet been attained, though the related operational goal was achieved as of September 30, 2022. As twelve operational goals have been achieved or are considered probable of achievement, we recorded stock-based compensation expense of $240.0 million related to the CEO Performance Award from the grant date through September 30, 2022. The number of stock options that would vest related to the remaining unvested tranches is approximately 1.1 million shares. As of September 30, 2022, we had $6.0 million of total unrecognized stock-based compensation expense for the performance goals that were considered probable of achievement, which will be recognized over a weighted-average period of 0.4 years.
eXponential Stock Performance Plan
On February 12, 2019, our shareholders approved the 2019 Stock Incentive Plan (the “2019 Plan”), which was adopted by the Board of Directors to reserve a sufficient number of shares to facilitate our eXponential Stock Performance Plan (“XSPP”) and grants of eXponential Stock Units (“XSUs”) under the plan. Initial awards under the plan were granted in January 2019, with additional employee awards granted since that date.
The XSUs are grants of Restricted Stock Units (“RSUs”), each with a term of approximately nine years, that vest in 12 equal tranches. Each of the 12 tranches will vest upon certification by the Compensation Committee of the Board of Directors that both (i) the market capitalization goal for such tranche, which begins at $2.5 billion for the first tranche and increases by increments of $1.0 billion thereafter, and (ii) any one of eight operational goals focused on revenue or eight operational goals focused on Adjusted EBITDA (CEO Performance Award) have been met for the previous four
19
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
consecutive fiscal quarters. Beginning with the quarter ended June 30, 2021, new XSU grants are divided into a reduced number of tranches depending on employee eligibility and current market capitalization attainment.
The XSPP contains an anti-dilution provision incorporated into the plan based on shareholder feedback, which affects the calculation of the market capitalization goals in the plan. The plan defines a maximum number of shares outstanding that may be used in the calculation of the market capitalization goals (the “XSU Maximum”). If the actual number of shares outstanding exceeds the XSU Maximum guardrail, then the lower pre-defined number of shares in the XSU Maximum, rather than the higher actual number of shares outstanding, is used to calculate market capitalization for the determination of the market capitalization goals in the XSPP, which, together with the operational goals, determines whether XSUs vest for participating employees.
The XSU Maximum is defined as the actual number of shares outstanding on the original XSU grant date of January 2, 2019, increased by a 3% annual rate over the term of the XSPP and by shares issued upon the exercise of CEO Performance Award options. The XSU Maximum is also adjusted for acquisitions, spin-offs or other changes in the number of outstanding shares of common stock, if such changes have a corresponding adjustment on the market capitalization goals.
New shares issued for any other reasons, including shares issued upon vesting of XSUs, RSUs, and Performance Stock Units (“PSUs”) as well as shares issued to raise capital through equity issuances or in other transactions, do not increase the XSU Maximum.
The market capitalization and operational goals are identical to the CEO Performance Award, but a different number of shares is used to calculate the market capitalization goals if shares outstanding exceed the XSU Maximum. Additionally, because the grant date is different than that of the CEO Performance Award, the measurement period for market capitalization is not identical. As of September 30, 2022, actual shares outstanding exceeded the XSU Maximum. Accordingly, market capitalization as calculated for the purposes of achieving additional goals uses the lower XSU Maximum share amount rather than actual shares outstanding.
The first nine market capitalization goals have been achieved as of September 30, 2022. The tenth and eleventh market capitalization goals have not yet been attained, though the related operational goals were achieved as of September 30, 2021 and September 30, 2022, respectively. As all twelve operational goals have been achieved or are considered probable of achievement, we recorded stock-based compensation expense of $183.2 million related to the XSU awards from their respective grant dates through September 30, 2022. The number of XSU awards that would vest related to the remaining three tranches is approximately 1.2 million shares. As of September 30, 2022, we had $15.5 million of total unrecognized stock-based compensation expense, which will be recognized over a weighted-average period of 1.4 years.
Restricted Stock Units
The following table summarizes RSU activity for the nine months ended September 30, 2022 (number of units and aggregate intrinsic value in thousands):
| Number of |
| Weighted Average |
| Aggregate | |||
Units | Grant-Date Fair Value | Intrinsic Value | ||||||
Units outstanding, beginning of year |
| 1,115 | $ | 133.40 |
|
| ||
Granted |
| 625 |
| 113.42 |
|
| ||
Released |
| (240) |
| 93.14 |
|
| ||
Forfeited |
| (128) |
| 136.22 |
|
| ||
Units outstanding, end of period |
| 1,372 |
| 131.08 | $ | 158,838 | ||
20
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $115.75 multiplied by the number of RSUs outstanding. As of September 30, 2022, there was $126.9 million in unrecognized compensation costs related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the RSUs over a weighted average period of 2.1 years. RSUs are released when vesting requirements are met.
Certain RSUs that vested in the nine months ended September 30, 2022 were net-share settled such that we withheld shares to cover the employees’ tax obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total shares withheld related to RSUs were approximately seven thousand and had a value of $0.9 million on their respective vesting dates as determined by the closing stock price on such dates. Payments for the employees’ tax obligations are reflected as a financing activity within the condensed consolidated statements of cash flows. We record a liability for the tax withholding to be paid by us as a reduction to additional paid-in capital.
Performance Stock Units
The following table summarizes PSU activity, inclusive of XSUs, for the nine months ended September 30, 2022 (number of units and aggregate intrinsic value in thousands):
| Number of |
| Weighted Average |
| Aggregate | |||
Units | Grant-Date Fair Value | Intrinsic Value | ||||||
Units outstanding, beginning of year |
| 1,499 | $ | 39.86 |
|
| ||
Granted |
| 142 |
| 102.60 |
|
| ||
Released |
| (36) |
| 122.83 |
|
| ||
Forfeited |
| (180) |
| 34.15 |
|
| ||
Units outstanding, end of period |
| 1,425 |
| 44.72 | $ | 164,980 | ||
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $115.75 per share, multiplied by the number of PSUs outstanding. As of September 30, 2022, there was $22.4 million in unrecognized compensation costs related to PSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the PSUs over a weighted average period of 1.4 years. PSUs are released when vesting requirements are met.
As of September 30, 2022, the performance criteria had been met for approximately forty-two thousand of the 1.4 million PSUs outstanding.
Certain PSUs that vested in the nine months ended September 30, 2022 were net-share settled such that we withheld shares to cover the employees’ tax obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total shares withheld related to PSUs were approximately twelve thousand and had a value of $1.5 million on their respective vesting dates as determined by the closing stock price on such dates. Payments for the employees’ tax obligations are reflected as a financing activity within the condensed consolidated statements of cash flows. We record a liability for the tax withholding to be paid by us as a reduction to additional paid-in capital.
21
Stock Option Activity
The following table summarizes stock option activity for the nine months ended September 30, 2022 (number of units and aggregate intrinsic value in thousands):
|
|
| Weighted |
| ||||||
Weighted | Average | |||||||||
Number | Average | Remaining | ||||||||
of | Exercise | Contractual | Aggregate | |||||||
Options | Price | Life (years) | Intrinsic Value | |||||||
Options outstanding, beginning of year |
| 2,438 | $ | 28.58 |
|
|
|
| ||
Granted |
| — |
| — |
|
|
|
| ||
Exercised |
| — |
| — |
|
|
|
| ||
Expired / terminated |
| — |
| — |
|
|
| |||
Options outstanding, end of period |
| 2,438 |
| 28.58 |
| 5.41 | $ | 212,517 | ||
Options exercisable, end of period |
| 1,377 |
| 28.58 |
| 5.41 |
| 120,031 | ||
Aggregate intrinsic value represents the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock of $115.75 on September 30, 2022. There were no options exercised for the nine months ended September 30, 2022. As of September 30, 2022, total options outstanding included 1.1 million unvested performance-based stock options, which relate to the CEO Performance Award and are probable of achievement.
Stock-based Compensation Expense
The following table summarizes the composition of stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Cost of product sales and service sales | $ | 1,157 | $ | 1,112 | $ | 3,331 | $ | 4,439 | ||||
Sales, general and administrative expenses |
| 14,268 |
| 25,969 |
| 35,860 |
| 211,073 | ||||
Research and development expenses |
| 12,779 |
| 7,981 |
| 35,263 |
| 46,709 | ||||
Total stock-based compensation expense | $ | 28,204 | $ | 35,062 | $ | 74,454 | $ | 262,221 | ||||
Stock Incentive Plan
In May 2022, our shareholders approved the Axon Enterprise, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) authorizing an additional 2.5 million shares, plus remaining available shares under prior plans, for issuance under the new plan. Combined with the 2019 Plan and other legacy stock incentive plans, there are 3.2 million shares available for grant as of September 30, 2022.
Stock Inducement Plan
In September 2022, our Board of Directors adopted the Axon Enterprise, Inc. 2022 Stock Inducement Plan (the “2022 Inducement Plan”) pursuant to which we reserved 250,000 shares of common stock for issuance under the Inducement Plan. In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employed by us (or following such individuals’ bona fide periods of non-employment by us), as an inducement material to the individuals’ entry into employment with us. The terms and conditions of the 2022 Inducement Plan are substantially similar to our 2019 Stock Inducement Plan. There are approximately 0.1 million shares available for grant as of September 30, 2022.
22
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. During the three and nine months ended September 30, 2022 and 2021, no common shares were purchased under the program. As of September 30, 2022, $16.3 million remains available under the plan for future purchases. Any future purchases will be discretionary.
At-the-Market equity offering
During the year ended December 31, 2021, we sold 577,956 shares of our common stock under our "at-the-market" equity offering program (the “ATM”). We generated approximately $107.6 million in aggregate gross proceeds from sales under the ATM. Aggregate net proceeds from the ATM were $105.4 million after deducting related expenses, including commissions to the sales agent of $1.6 million and issuance costs of $0.5 million. No shares were sold during the nine months ended September 30, 2022.
We may sell up to a total of 3.0 million shares of our common stock under the ATM. The ATM expires on April 20, 2024. We intend to use the net proceeds from this offering for general corporate purposes, which may include, among other things, providing capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our executive officers and other employees under our stock incentive plans, to support our growth, and to acquire or invest in product lines, products, services, technologies or facilities.
Note 12 - Line of Credit
We have a $50.0 million unsecured revolving line of credit with a domestic bank, of which $20.0 million is available for letters of credit. The credit agreement matures on December 31, 2023 and has an accordion feature which allows for an increase in the total line of credit up to $100.0 million, subject to certain conditions, including the availability of additional bank commitments.
At September 30, 2022 and December 31, 2021, there were no borrowings under the line. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit. As of September 30, 2022, we had letters of credit outstanding of approximately $6.5 million under the facility and available borrowing of $43.5 million, excluding amounts available under the accordion feature. Advances under the line of credit bear interest at Term SOFR plus 1.0 to 1.5% per year determined in accordance with a pricing grid based on our funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio. “SOFR” is defined as a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“NYFRB”) or a successor administrator of the secured overnight financing rate.
We are required to comply with a maximum funded debt to EBITDA ratio of no greater than 2.50 to 1.00 based upon a trailing four fiscal quarter period. At September 30, 2022, our funded debt to EBITDA ratio was 0.00 to 1.00.
Note 13 - Commitments and Contingencies
Data Storage Renewal Commitment
In June 2022, we entered into a purchase agreement for cloud hosting with a six year term beginning July 1, 2022. The purchase agreement includes a total commitment of $425.0 million. Storage fees under this agreement were $11.2 million for the three months ended September 30, 2022. The remaining purchase commitment at September 30, 2022 was $413.8 million.
23
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Product Litigation
As a manufacturer of weapons and other law enforcement tools used in high-risk field environments, we are often the subject of products liability litigation concerning the use of our products. We are currently named as a defendant in two lawsuits in which the plaintiffs allege either wrongful death or personal injury in situations in which a TASER CED was used by law enforcement officers in connection with arrests or training. While the facts vary from case to case, these product liability claims typically allege defective product design, manufacturing, and/or failure to warn. They seek compensatory and sometimes punitive damages, often in unspecified amounts.
We continue to aggressively defend all product litigation. As a general rule, it is our policy not to settle suspect injury or death cases. Exceptions are sometimes made where the settlement is strategically beneficial to us. Due to the confidential nature of our litigation strategy and the confidentiality agreements that are executed in the event of a settlement, we do not identify or comment on specific settlements by case or amount. Based on current information, we do not believe that the outcome of any such legal proceeding will have a material effect on our financial position, results of operations, or cash flows. We are self-insured for the first $5.0 million of any product claim made after 2014. No judgment or settlement has ever exceeded this amount in any products case. We continue to maintain product liability insurance coverage, including an insurance policy fronting arrangement, above our self-insured retention with various limits depending on the policy period.
The litigation information in this note is current through the date of these financial statements.
U.S. Federal Trade Commission Litigation
The U.S. Federal Trade Commission (“FTC”) filed an administrative enforcement action in January 2020 regarding our May 2018 acquisition of an insolvent body worn camera competitor, Vievu LLC. The FTC alleges the merger was anticompetitive and adversely affected the body worn camera and digital evidence management market for “large metropolitan police departments,” which we deny. The administrative hearing remains stayed pending our federal court constitutional challenges to the FTC’s structure and administrative processes. Even if we ultimately are required to divest Vievu and other assets, any such result will not interfere with our ability to meet contractual obligations or implement our solutions.
Prior to the FTC’s enforcement action, we sued the FTC in federal court in the District of Arizona for declaratory and injunctive relief alleging the FTC’s structure and administrative processes violate Article II of the U.S. Constitution and our Fifth Amendment rights to due process and equal protection. The district court dismissed the action, without prejudice, for lack of jurisdiction. The Ninth Circuit affirmed in a split decision but granted our motion to stay the appellate mandate pending the filing of our petition for certiorari with the U.S. Supreme Court. On January 24, 2022, the Supreme Court granted our petition. Oral argument was held November 7, 2022. The FTC’s administrative case will remain stayed pending resolution of the Supreme Court proceedings.
In parallel to these matters, we are evaluating strategic alternatives to litigation, which we might pursue if determined to be in the best interests of shareholders and customers. This could include a divestiture of the Vievu entity and/or related assets and the licensure of certain intellectual and other intangible property. While we continue to believe the acquisition of Vievu was lawful and a benefit to Vievu’s customers, the cost, risk and distraction of protracted litigation merit consideration of settlement if achievable on terms agreeable to the FTC and Axon.
General
From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are
24
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time.
Based on our assessment of outstanding litigation and claims as of September 30, 2022, we have determined that it is not reasonably possible that these lawsuits will individually, or in the aggregate, materially affect our results of operations, financial condition or cash flows. However, 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 recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows.
Off-Balance Sheet Arrangements
Under certain circumstances, we use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection with the installation and integration of Axon cameras and related technologies. Certain of our letters of credit and surety bonds have stated expiration dates with others being released as the contractual performance terms are completed. At September 30, 2022, we had outstanding letters of credit issued under our credit facility of $6.5 million that are expected to expire throughout 2023. We also had outstanding letters of credit of $0.4 million that do not draw against our credit facility. The outstanding letters of credit that do not draw against our credit facility are expected to expire in May 2023. Additionally, we had $21.1 million of outstanding surety bonds at September 30, 2022, with $3.1 million expiring in 2022, $7.5 million expiring in 2023 and the remaining $10.5 million expiring in 2024.
Note 14 – Accumulated Other Comprehensive Income (loss)
The following tables reflect the changes in accumulated other comprehensive income (loss), net of tax (in thousands):
Unrealized Gains (Losses) | |||||||||
on Available-for-Sale | Foreign Currency | ||||||||
Investments | Translation | Total | |||||||
Balance, December 31, 2021 | $ | (207) | $ | (1,110) | $ | (1,317) | |||
Other comprehensive loss | (489) | (1,072) | (1,561) | ||||||
Balance, March 31, 2022 | $ | (696) | $ | (2,182) | $ | (2,878) | |||
Other comprehensive loss | (161) | (2,166) | (2,327) | ||||||
Balance, June 30, 2022 | $ | (857) | $ | (4,348) | $ | (5,205) | |||
Other comprehensive loss | (326) | (2,275) | (2,601) | ||||||
Balance, September 30, 2022 | $ | (1,183) | $ | (6,623) | $ | (7,806) | |||
25
Unrealized Gains (Losses) | |||||||||
on Available-for-Sale | Foreign Currency | ||||||||
Investments | Translation | Total | |||||||
Balance, December 31, 2020 | $ | — | $ | 141 | $ | 141 | |||
Other comprehensive income | — | 1 | 1 | ||||||
Balance, March 31, 2021 | $ | — | $ | 142 | $ | 142 | |||
Other comprehensive loss | — | (369) | (369) | ||||||
Balance, June 30, 2021 | $ | — | $ | (227) | $ | (227) | |||
Other comprehensive loss | — | (793) | (793) | ||||||
Balance, September 30, 2021 | $ | — | $ | (1,020) | $ | (1,020) | |||
Note 15 - Employee Benefit Plans
We have a defined contribution 401(k) 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 amount allowed by law of their eligible compensation. Contributions to the plan are made by both the employee and us. Our contributions to the 401(k) plan are based on the level of employee contributions and are immediately vested. Future matching contributions to the plans are at our sole discretion.
We also sponsor defined contribution plans in Australia, Canada, Finland, and the United Kingdom.
Our matching contributions for all defined contribution plans were $2.6 million and $1.7 million for the three months ended September 30, 2022 and 2021, respectively, and $8.0 million and $5.6 million for the nine months ended September 30, 2022 and 2021, respectively.
Note 16 - Segment Data
Our operations are comprised of two reportable segments: the TASER segment and the Software and Sensors segment.
Information relative to our reportable segments was as follows (in thousands):
Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||||||||||||
Software and | Software and | |||||||||||||||||
| TASER |
| Sensors |
| Total |
| TASER |
| Sensors |
| Total | |||||||
Net sales from products | $ | 139,267 | $ | 71,131 | $ | 210,398 | $ | 118,569 | $ | 47,234 | $ | 165,803 | ||||||
Net sales from services |
| 5,616 |
| 95,740 |
| 101,356 |
| 2,922 |
| 63,264 |
| 66,186 | ||||||
Net sales |
| 144,883 |
| 166,871 |
| 311,754 |
| 121,491 |
| 110,498 |
| 231,989 | ||||||
Cost of product sales |
| 53,422 |
| 40,302 |
| 93,724 |
| 41,554 |
| 29,782 |
| 71,336 | ||||||
Cost of service sales |
| — |
| 24,773 |
| 24,773 |
| — |
| 16,086 |
| 16,086 | ||||||
Cost of sales |
| 53,422 |
| 65,075 |
| 118,497 |
| 41,554 |
| 45,868 |
| 87,422 | ||||||
Gross margin | $ | 91,461 | $ | 101,796 | $ | 193,257 | $ | 79,937 | $ | 64,630 | $ | 144,567 | ||||||
Research and development | $ | 13,864 | $ | 45,263 | $ | 59,127 | $ | 10,476 | $ | 31,906 | $ | 42,382 | ||||||
26
Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 | |||||||||||||||||
Software and | Software and | |||||||||||||||||
| TASER |
| Sensors |
| Total |
| TASER |
| Sensors |
| Total | |||||||
Net sales from products | $ | 382,142 | $ | 204,511 | $ | 586,653 | $ | 326,508 | 136,608 | $ | 463,116 | |||||||
Net sales from services |
| 12,687 |
| 254,453 |
| 267,140 |
| 6,510 |
| 176,177 |
| 182,687 | ||||||
Net sales |
| 394,829 |
| 458,964 |
| 853,793 |
| 333,018 |
| 312,785 |
| 645,803 | ||||||
Cost of product sales |
| 142,510 |
| 118,068 |
| 260,578 |
| 112,200 |
| 83,053 |
| 195,253 | ||||||
Cost of service sales |
| — |
| 70,256 |
| 70,256 |
| 145 |
| 44,556 |
| 44,701 | ||||||
Cost of sales |
| 142,510 |
| 188,324 |
| 330,834 |
| 112,345 |
| 127,609 |
| 239,954 | ||||||
Gross margin | $ | 252,319 | $ | 270,640 | $ | 522,959 | $ | 220,673 | $ | 185,176 | $ | 405,849 | ||||||
Research and development | $ | 37,076 | $ | 128,014 | $ | 165,090 | $ | 32,032 | $ | 111,320 | $ | 143,352 | ||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition as of September 30, 2022, and results of operations for the three and nine months ended September 30, 2022 and 2021, should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes in our 2021 Annual Report on Form 10-K filed with the SEC on February 25, 2022. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to those described under “Risk Factors” in our 2021 Annual Report on Form 10-K. See also "Special Note Regarding Forward-Looking Statements" on page ii of this Quarterly Report on Form 10-Q.
Overview
Axon is a technology leader in global public safety. Our moonshot goal is to cut gun-related deaths between police and the public by 50% before 2033. Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that lead modern policing. Axon’s suite includes TASER energy devices, body-worn cameras, in-car cameras, cloud-hosted digital evidence management solutions, productivity software and real-time operations capabilities. Axon’s growing global customer base includes first responders across international, federal, state, and local law enforcement, fire, corrections, and emergency medical services, as well as the justice sector, commercial enterprises, and consumers.
Our revenues for the three months ended September 30, 2022 were $311.8 million, an increase of $79.8 million, or 34.4%, from the comparable period in the prior year. We had income from operations of $32.1 million compared to $2.9 million for the same period in the prior year. Gross margin dollars increased $48.7 million but decreased slightly as a percentage of revenue compared to the three months ended September 30, 2021, reflecting higher labor and freight costs. Operating expenses increased $19.5 million, reflecting an increase in salaries, benefits, and bonus expense and increases in sales, marketing, and commissions expense, partially offset by a decrease of $6.9 million in stock-based compensation expense primarily related to the CEO Performance Award and XSPP. Net income of $12.1 million included unrealized losses of $11.3 million related to observable price changes for our existing strategic investments and marketable securities related to our investment in CLBT, compared to net income of $48.5 million for the comparable period in the prior year.
Our revenues for the nine months ended September 30, 2022 were $853.8 million, an increase of $208.0 million, or 32.2%, from the comparable period in the prior year. We had income from operations of $70.7 million compared to a loss from operations of $141.1 million for the same period in the prior year. Gross margin dollars increased $117.1 million but decreased as a percentage of revenue compared to the nine months ended September 30, 2021, primarily reflecting higher labor and freight costs. Operating expenses decreased $94.7 million, reflecting a decrease of $186.7 million in stock-based compensation expense primarily related to the CEO Performance Award and XSPP, partially offset by an increase in salaries and bonus expense, and increases in travel and commissions expense. For the nine months ended September 30, 2022, we recorded net income of $118.0 million, which reflected net unrealized gains of $129.4 million related to observable price changes for our existing investments and related warrants and an unrealized loss of $36.9 million on marketable securities related to our investment in CLBT, compared to net loss of $46.5 million for the comparable period in the prior year.
28
Results of Operations
Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021
The following table presents data from our condensed consolidated statements of operations as well as the percentage relationship to total net sales of items included in our statements of operations (dollars in thousands):
Three Months Ended September 30, |
| |||||||||||
| 2022 |
| 2021 |
| ||||||||
Net sales from products | $ | 210,398 | 67.5 | % | $ | 165,803 | 71.5 | % | ||||
Net sales from services |
| 101,356 |
| 32.5 |
| 66,186 |
| 28.5 | ||||
Net sales |
| 311,754 |
| 100.0 |
| 231,989 |
| 100.0 | ||||
Cost of product sales |
| 93,724 |
| 30.1 |
| 71,336 |
| 30.7 | ||||
Cost of service sales |
| 24,773 |
| 7.9 |
| 16,086 |
| 6.9 | ||||
Cost of sales |
| 118,497 |
| 38.0 |
| 87,422 |
| 37.6 | ||||
Gross margin |
| 193,257 |
| 62.0 |
| 144,567 |
| 62.4 | ||||
Operating expenses: |
|
|
|
|
|
|
| |||||
Sales, general and administrative |
| 102,023 |
| 32.7 |
| 99,295 |
| 42.8 | ||||
Research and development |
| 59,127 |
| 19.0 |
| 42,382 |
| 18.3 | ||||
Total operating expenses |
| 161,150 |
| 51.7 |
| 141,677 |
| 61.1 | ||||
Income (loss) from operations |
| 32,107 |
| 10.3 |
| 2,890 |
| 1.3 | ||||
Interest and other income (expense), net |
| (11,249) |
| (3.6) |
| (5,530) |
| (2.4) | ||||
Income (loss) before provision for income taxes |
| 20,858 |
| 6.7 |
| (2,640) |
| (1.1) | ||||
Provision for (benefit from) income taxes |
| 8,727 |
| 2.8 |
| (51,164) |
| (22.0) | ||||
Net income | $ | 12,131 |
| 3.9 | % | $ | 48,524 |
| 20.9 | % | ||
The following table presents our revenues disaggregated by geography (in thousands):
Three Months Ended September 30, | ||||||||||||
| 2022 |
| 2021 | |||||||||
United States | $ | 264,644 | 85 | % | $ | 192,756 | 83 | % | ||||
Other countries |
| 47,110 |
| 15 |
| 39,233 |
| 17 | ||||
Total | $ | 311,754 |
| 100 | % | $ | 231,989 |
| 100 | % | ||
International revenue increased compared to the prior year comparable period, but decreased as a percentage of total revenue. The increase in domestic revenue was driven by demand for the premium versions of our products and bundles, as well as increases in our federal business.
29
Net Sales
Net sales by product line were as follows (dollars in thousands):
Three Months Ended September 30, | Dollar | Percent | ||||||||||||||
| 2022 |
| 2021 |
| Change |
| Change | |||||||||
TASER segment: | ||||||||||||||||
TASER 7 | $ | 65,951 |
| 21.2 | % | $ | 50,641 |
| 21.8 | % | $ | 15,310 |
| 30.2 | % | |
TASER X26P |
| 5,897 |
| 1.9 |
| 9,086 |
| 3.9 |
| (3,189) |
| (35.1) | ||||
TASER X2 |
| 8,298 |
| 2.7 |
| 10,078 |
| 4.3 |
| (1,780) |
| (17.7) | ||||
TASER Consumer devices |
| 1,702 |
| 0.6 |
| 967 |
| 0.4 |
| 735 |
| 76.0 | ||||
Cartridges |
| 46,475 |
| 14.9 |
| 39,313 |
| 16.9 |
| 7,162 |
| 18.2 | ||||
Axon Evidence and cloud services |
| 5,125 |
| 1.6 |
| 2,711 |
| 1.2 |
| 2,414 |
| 89.0 | ||||
Extended warranties |
| 7,290 |
| 2.3 |
| 6,099 |
| 2.6 |
| 1,191 |
| 19.5 | ||||
Other |
| 4,145 |
| 1.3 |
| 2,596 |
| 1.3 |
| 1,549 |
| 59.7 | ||||
Total TASER segment |
| 144,883 |
| 46.5 |
| 121,491 |
| 52.4 |
| 23,392 |
| 19.3 | ||||
Software and Sensors segment: |
|
|
|
|
|
|
|
|
|
|
| |||||
Axon Body |
| 35,427 |
| 11.4 |
| 20,862 |
| 9.0 |
| 14,565 |
| 69.8 | ||||
Axon Flex |
| 687 |
| 0.2 |
| 1,488 |
| 0.6 |
| (801) |
| (53.8) | ||||
Axon Fleet |
| 10,139 |
| 3.3 |
| 6,063 |
| 2.6 |
| 4,076 |
| 67.2 | ||||
Axon Dock |
| 4,830 |
| 1.5 |
| 6,460 |
| 2.8 |
| (1,630) |
| (25.2) | ||||
Axon Evidence and cloud services |
| 96,814 |
| 31.1 |
| 63,272 |
| 27.3 |
| 33,542 |
| 53.0 | ||||
Extended warranties |
| 14,511 |
| 4.6 |
| 8,983 |
| 3.9 |
| 5,528 |
| 61.5 | ||||
Other |
| 4,463 |
| 1.4 |
| 3,370 |
| 1.4 |
| 1,093 |
| 32.4 | ||||
Total Software and Sensors segment |
| 166,871 |
| 53.5 |
| 110,498 |
| 47.6 |
| 56,373 |
| 51.0 | ||||
Total net sales | $ | 311,754 |
| 100.0 | % | $ | 231,989 |
| 100.0 | % | $ | 79,765 |
| 34.4 | % | |
Net unit sales for TASER segment products and Software and Sensors segment products were as follows:
Net sales for the TASER segment increased 19.3% primarily due to an increase of $15.3 million in TASER 7 devices that was partially offset by a decrease of sales in our legacy devices of $5.0 million. We continue to see a shift to purchases of our latest generation device, TASER 7, from legacy devices. TASER 7 revenue was favorably impacted by higher average selling prices and an increase in unit sales. The increase in revenue from Axon Evidence and cloud services was driven by an increase in the number of TASER 7 devices in the field and VR training. Cartridge revenue was impacted by an increase in unit sales, in particular for TASER 7 cartridges, and by higher average selling prices.
Net sales for the Software and Sensors segment increased 51.0% for the three months ended September 30, 2022 as compared to the prior year quarter as we continued to add users and associated devices to our network. The increase in the aggregate number of users drove the majority of the increase in Axon Evidence revenue of $33.5 million. The $14.6 million increase in Axon Body revenue was primarily driven by higher unit sales and higher average selling prices. An increase in cameras and docks in the field drove the $5.5 million increase in extended warranties, as most of those devices
30
are sold with extended warranties. Higher average selling prices drove the $4.1 million increase in Axon Fleet revenue, partially offset by decreased unit sales.
We consider total company future contracted revenues a forward-looking performance indicator. As of September 30, 2022, we had approximately $3.73 billion of total company future contracted revenue, which included both recognized contract liabilities as well as amounts that will be invoiced and recognized in future periods. We expect to recognize between 15% - 20% of this balance over the next twelve months, and expect the remainder to be recognized over the following ten years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.
Cost of Product and Service Sales
Within the TASER segment, cost of product and service sales increased to $53.4 million for the three months ended September 30, 2022 from $41.6 million for the same period in 2021, primarily related to higher unit sales and increased cost of raw materials. Cost as a percentage of sales increased to 36.9% from 34.2%. The increase was primarily attributable to higher labor and freight costs as well as increased manufacturing overhead costs due to expanding our manufacturing capabilities. While we continue to adjust strategic inventory levels based on areas of risk to mitigate potential supply disruptions, global supply conditions could further impact our margins.
Within the Software and Sensors segment, cost of product and service sales increased to $65.1 million for the three months ended September 30, 2022 from $45.9 million for the same period in 2021. Cost as a percentage of sales decreased to 39.0% from 41.5%. The decrease in cost of product and service sales as a percentage of sales was primarily driven by higher average selling prices and savings on cloud hosting costs as a percent of revenue, partially offset by increased indirect manufacturing costs and supplies.
Gross Margin
As a percentage of net sales, gross margin for the TASER segment decreased to 63.1% from 65.8% for the three months ended September 30, 2022 and 2021, respectively. The decrease was a result of higher labor costs and increased freight.
As a percentage of net sales, gross margin for the Software and Sensors segment increased to 61.0% from 58.5% for the three months ended September 30, 2022 and 2021, respectively. Within the Software and Sensors segment, hardware gross margin increased to 43.3% for the three months ended September 30, 2022 compared to 36.9% for the same period in 2021 due to increased unit sales and higher average selling prices of Axon Body 3 and Axon Fleet, and savings on cloud hosting costs. Service margins decreased slightly to 74.1% for the three months ended September 30, 2022 from 74.6% for the same period in 2021 due to the mix of services provided.
Sales, General and Administrative Expenses
Sales, general and administrative ("SG&A") expenses were comprised as follows (dollars in thousands):
| Three Months Ended September 30, |
| Dollar |
| Percent | ||||||
2022 | 2021 |
| Change |
| Change | ||||||
Total sales, general and administrative expenses | $ | 102,023 | $ | 99,295 | $ | 2,728 |
| 2.7 | |||
Sales, general, and administrative as a percentage of net sales |
| 32.7 | % |
| 42.8 | % |
|
|
|
| |
Stock-based compensation expense decreased $11.7 million in comparison to the prior year comparable period, which was primarily attributable to a decrease of $11.3 million in expense related to the CEO Performance Award and a $5.3 million decrease related to the XSPP. The decreases were attributable to the vesting of ten tranches of the CEO Performance Award and nine tranches of the XSPP in 2021, which have no remaining unrecognized expense for the vested tranches. Partially offsetting the decreases was an increase in stock-based compensation expense for time-based awards due to higher headcount.
31
Net salaries, benefits, and bonus expense increased $4.3 million. An increase of $10.2 million in salaries, benefits, and bonus expense was attributable due to an increase in headcount and higher anticipated attainment on bonuses expected to be paid to employees at the senior director level and below. Offsetting the increase was a decrease of $5.9 million in payroll taxes related to the vesting of five tranches of our XSPP in September 2021; as no tranches of the XSPP have vested in 2022, we have not recognized payroll tax expense related to the program this year.
Sales and marketing and travel expenses increased $5.9 million. The increase was partially attributable to a $4.4 million increase related to employee commissions driven by higher revenue. The increase also reflects a $1.5 million increase in travel expenses, reflecting a return to normalized levels and an increase of in-person customer meetings. Also impacting higher travel expense was increased travel costs per trip.
Impairment expenses increased $1.4 million, primarily as a result of the decision to slow pacing on construction of our new Scottsdale, Arizona campus.
Research and Development Expenses
Research and development ("R&D") expenses were comprised as follows (dollars in thousands):
| Three Months Ended September 30, |
| Dollar |
| Percent | ||||||
2022 | 2021 |
| Change |
| Change | ||||||
Total research and development expenses | $ | 59,127 | $ | 42,382 | $ | 16,745 |
| 39.5 | |||
Research and development as a percentage of net sales |
| 19.0 | % |
| 18.3 | % |
|
|
|
| |
Within the TASER segment, R&D expense increased $3.4 million. An increase of $2.1 million in salaries, benefits and bonus expense reflected higher headcount. Additionally, indirect manufacturing costs and supplies increased $1.2 million related to the development of next generation products.
R&D expense for the Software and Sensors segment increased $13.4 million, reflecting an increase of $8.9 million in salaries, benefits, and bonus expense due to higher headcount and higher anticipated attainment on bonuses expected to be paid to employees at the senior director level and below. Additionally, there was a $4.3 million increase related to stock-based compensation expense, primarily related to increased headcount.
We expect R&D expense to continue to increase in absolute dollars as we focus on growing the Software and Sensors segment as we add headcount and additional resources to develop new products and services to further advance our scalable cloud-connected device platform. We are investing in technologies that include our CEDs, body cameras, in-car cameras and other sensors, artificial intelligence, digital evidence management, productivity software, communications software, and technologies that enable real-time situational awareness for public safety.
Interest and Other Income (Expense), Net
Interest and other income (expense), net was an expense of $11.2 million for the three months ended September 30, 2022, compared to expense of $5.5 million for the same period in 2021. During the third quarter of 2022, we recorded a $10.6 million unrealized loss on marketable securities related to our investment in CLBT and a $0.7 million loss related to observable price changes on our existing strategic investments.
Provision for Income Taxes
The provision for income taxes was an expense of $8.7 million for the three months ended September 30, 2022, which was an effective tax rate of 41.8%. Our estimated full year effective income tax rate for 2022, before discrete period adjustments, is 28.0%, which differs from the federal statutory rate primarily due to the impact of R&D tax credits offset by the executive compensation limitation under Internal Revenue Code ("IRC") Section 162(m) and an increase in valuation allowance and unrecognized tax benefits, on projected pre-tax income for the year. The effective tax rate was unfavorably impacted by a $0.2 million discrete tax expense associated with shortfalls related to stock-based compensation for RSUs and PSUs that vested during the three months ended September 30, 2022.
32
Net Income
We recorded net income of $12.1 million for the three months ended September 30, 2022 compared to net income of $48.5 million for the same period in 2021. Net income per basic share was $0.17 for the three months ended September 30, 2022 compared to $0.73 net income per basic share for the same period in 2021. Net income per diluted share was $0.17 for the three months ended September 30, 2022 compared to $0.67 net income per diluted share for the same period in 2021.
Three Months Ended September 30, 2022 Compared to the Three Months Ended June 30, 2022
Net Sales
Net sales by product line were as follows (dollars in thousands):
| Three Months Ended |
| Three Months Ended |
| Dollar |
| Percent | |||||||||
September 30, 2022 | June 30, 2022 | Change | Change | |||||||||||||
TASER segment: | ||||||||||||||||
TASER 7 | $ | 65,951 |
| 21.2 | % | $ | 53,440 |
| 18.7 | % | $ | 12,511 |
| 23.4 | % | |
TASER X26P |
| 5,897 |
| 1.9 |
| 12,339 |
| 4.3 |
| (6,442) |
| (52.2) | ||||
TASER X2 |
| 8,298 |
| 2.7 |
| 4,534 |
| 1.6 |
| 3,764 |
| 83.0 | ||||
TASER Consumer devices |
| 1,702 |
| 0.6 |
| 1,687 |
| 0.6 |
| 15 |
| 0.9 | ||||
Cartridges | 46,475 | 14.9 | 49,845 | 17.5 | (3,370) | (6.8) | ||||||||||
Axon Evidence and cloud services |
| 5,125 |
| 1.6 |
| 3,720 |
| 1.3 |
| 1,405 |
| 37.8 | ||||
Extended warranties |
| 7,290 |
| 2.3 |
| 7,459 |
| 2.6 |
| (169) |
| (2.3) | ||||
Other |
| 4,145 |
| 1.3 |
| 2,562 |
| 0.9 |
| 1,583 |
| 61.8 | ||||
TASER segment |
| 144,883 |
| 46.5 |
| 135,586 |
| 47.5 |
| 9,297 |
| 6.9 | ||||
Software and Sensors segment: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Axon Body |
| 35,427 |
| 11.4 |
| 27,468 |
| 9.6 |
| 7,959 |
| 29.0 | ||||
Axon Flex |
| 687 |
| 0.2 |
| 621 |
| 0.2 |
| 66 |
| 10.6 | ||||
Axon Fleet |
| 10,139 |
| 3.3 |
| 15,881 |
| 5.6 |
| (5,742) |
| (36.2) | ||||
Axon Dock |
| 4,830 |
| 1.5 |
| 5,849 |
| 2.0 |
| (1,019) |
| (17.4) | ||||
Axon Evidence and cloud services |
| 96,814 |
| 31.1 |
| 81,911 |
| 28.7 |
| 14,903 |
| 18.2 | ||||
Extended warranties |
| 14,511 |
| 4.6 |
| 12,498 |
| 4.4 |
| 2,013 |
| 16.1 | ||||
Other |
| 4,463 |
| 1.4 |
| 5,799 |
| 2.0 |
| (1,336) |
| (23.0) | ||||
Software and Sensors segment |
| 166,871 |
| 53.5 |
| 150,027 |
| 52.5 |
| 16,844 |
| 11.2 | ||||
Total net sales | $ | 311,754 |
| 100.0 | % | $ | 285,613 |
| 100.0 | % | $ | 26,141 |
| 9.2 | % | |
Net unit sales for TASER segment products and Software and Sensors segment products were as follows:
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Net sales within the TASER segment increased by approximately $9.3 million or 6.9% as compared to the prior quarter, primarily due to an increase of $12.5 million in TASER 7 revenue due to increased units sold. Cartridge revenue decreased $3.4 million due to a small decrease in the overall average selling prices and a decrease in legacy cartridge units. An overall decrease in sales for our TASER legacy devices was driven by lower unit sales for TASER X26P devices, partially offset by higher average selling prices and an increase in sales of our TASER X2 devices.
Within the Software and Sensors segment, net sales increased $16.8 million or 11.2% during the three months ended September 30, 2022 compared to the prior quarter. Net sales of Axon Body drove increases in the aggregate number of users, which resulted in increased Axon Evidence revenue of $14.9 million. Axon Body revenue increased $8.0 million due to increased unit sales and higher average selling prices. Partially offsetting the increases in segment revenue, Axon Fleet revenue decreased $5.7 million as a result of decreased units sold, partially offset by higher average selling prices.
Nine months ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021
The following table presents data from our condensed consolidated statements of operations as well as the percentage relationship to total net sales of items included in our statements of operations (dollars in thousands):
The following table presents our revenues disaggregated by geography (in thousands):
Nine Months Ended September 30, |
| |||||||||||
2022 | 2021 |
| ||||||||||
United States |
| $ | 707,304 |
| 83 | % | $ | 518,050 |
| 80 | % | |
Other Countries |
| 146,489 |
| 17 |
| 127,753 |
| 20 | ||||
Total | $ | 853,793 |
| 100 | % | $ | 645,803 |
| 100 | % | ||
International revenue increased compared to the prior year comparable period, driven primarily by increased sales in our Asia-Pacific (“APAC”) region.
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Net Sales
Net sales by product line were as follows (dollars in thousands):
Nine Months Ended September 30, |
| Dollar |
| Percent |
| |||||||||||
2022 | 2021 | Change | Change |
| ||||||||||||
TASER segment: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
TASER 7 | $ | 169,457 |
| 19.8 | % | $ | 112,760 |
| 17.5 | % | $ | 56,697 |
| 50.3 | % | |
TASER X26P |
| 27,715 |
| 3.2 |
| 28,618 |
| 4.4 |
| (903) |
| (3.2) | ||||
TASER X2 |
| 16,451 |
| 1.9 |
| 39,001 |
| 6.0 |
| (22,550) |
| (57.8) | ||||
TASER Consumer devices |
| 5,085 |
| 0.6 |
| 4,873 |
| 0.8 |
| 212 |
| 4.4 | ||||
Cartridges |
| 134,145 |
| 15.7 |
| 116,409 |
| 18.0 |
| 17,736 |
| 15.2 | ||||
Axon Evidence and cloud services |
| 11,862 |
| 1.4 |
| 5,809 |
| 0.9 |
| 6,053 |
| 104.2 | ||||
Extended warranties |
| 21,428 |
| 2.5 |
| 17,602 |
| 2.7 |
| 3,826 |
| 21.7 | ||||
Other |
| 8,686 |
| 1.1 |
| 7,946 |
| 1.3 |
| 740 |
| 9.3 | ||||
TASER segment |
| 394,829 |
| 46.2 |
| 333,018 |
| 51.6 |
| 61,811 |
| 18.6 | ||||
Software and Sensors segment: |
|
|
|
|
|
|
|
| ||||||||
Axon Body |
| 92,603 |
| 10.9 |
| 60,545 |
| 9.4 |
| 32,058 |
| 52.9 | ||||
Axon Flex |
| 2,637 |
| 0.3 |
| 3,481 |
| 0.5 |
| (844) |
| (24.2) | ||||
Axon Fleet |
| 39,840 |
| 4.7 |
| 15,073 |
| 2.3 |
| 24,767 |
| 164.3 | ||||
Axon Dock |
| 18,159 |
| 2.1 |
| 18,889 |
| 2.9 |
| (730) |
| (3.9) | ||||
Axon Evidence and cloud services |
| 258,664 |
| 30.3 |
| 175,933 |
| 27.2 |
| 82,731 |
| 47.0 | ||||
Extended warranties |
| 36,070 |
| 4.2 |
| 24,632 |
| 3.8 |
| 11,438 |
| 46.4 | ||||
Other |
| 10,991 |
| 1.3 |
| 14,232 |
| 2.3 |
| (3,241) |
| (22.8) | ||||
Software and Sensors segment |
| 458,964 |
| 53.8 |
| 312,785 |
| 48.4 |
| 146,179 |
| 46.7 | ||||
Total net sales | $ | 853,793 |
| 100.0 | % | $ | 645,803 |
| 100.0 | % | $ | 207,990 |
| 32.2 | % | |
Net unit sales for TASER segment products and Software and Sensors segment products were as follows:
Net sales for the TASER segment increased 18.6% primarily due to an increase of $56.7 million in TASER 7 devices and $17.7 million in cartridge revenue. We continue to see a shift to purchases of our latest generation device, TASER 7, from legacy devices. TASER 7 revenue was impacted by higher average selling prices and an increase in unit sales. The increase in cartridge revenue was impacted by an increase in unit sales and by higher average selling prices, driven by the increase in TASER 7 cartridge units. The increase in revenue from Axon Evidence and cloud services was driven by revenue from our VR training offering and an increase in the number of TASER 7 devices in the field. Offsetting the increases were decreased unit sales for our legacy TASER devices. During the nine months ended September 30, 2022, we recognized $33.3 million in TASER 7 revenue for orders that were scheduled to ship prior to December 31, 2021, but could not be fulfilled due to the delayed receipt of a manufacturing component for our TASER 7 devices.
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Net sales for the Software and Sensors segment increased 46.7%, or $146.2 million during the nine months ended September 30, 2022 as we continued to add users and associated devices to our network. The increase in the aggregate number of users drove the majority of the increase in Axon Evidence revenue of $82.7 million. Increased unit sales of our Axon Body 3 camera drove the $32.1 million increase in Axon Body. The $24.8 million increase in Axon Fleet revenue was primarily driven by higher unit sales and higher average selling prices. Our newest Fleet product, Axon Fleet 3, which includes automated license plate reader technology, began shipping on June 30, 2021. An increase in cameras and docks in the field drove the $11.4 million increase in extended warranties, as most of those devices are sold with extended warranties. Partially offsetting the overall increase in the Software and Sensors segment revenue was a $3.2 million decrease of Other revenue, driven primarily by $2.8 million of contra-revenue during the period related to a free trial program of third party products. During the nine months ended September 30, 2022, we recognized $14.7 million for orders that were scheduled to ship prior to December 31, 2021, but could not be fulfilled due to supply chain constraints for our Axon Body 3 devices.
We consider total company future contracted revenues a forward-looking performance indicator. As of September 30, 2022, we had approximately $3.73 billion of total company future contracted revenue, which included both recognized contract liabilities as well as amounts that will be invoiced and recognized in future periods. We expect to recognize between 15% - 20% of this balance over the next twelve months, and expect the remainder to be recognized over the following ten years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.
Cost of Product and Service Sales
Within the TASER segment, cost of product and service sales increased to $142.5 million for the nine months ended September 30, 2022 from $112.4 million for the same period in 2021, primarily related to higher unit sales and increased cost on raw materials. Cost as a percentage of sales increased to 36.1% from 33.7%. The increase was primarily attributable to higher labor and freight costs as well as increased manufacturing overhead costs due to expanding our manufacturing capabilities. While we continue to adjust strategic inventory levels based on areas of risk to mitigate potential supply disruption, global supply conditions could further impact our margins.
Within the Software and Sensors segment, cost of product and service sales increased to $188.3 million for the nine months ended September 30, 2022 from $127.6 million for the same period in 2021. Cost as a percentage of sales increased slightly to 41.0% from 40.8%. The increase was primarily driven by product mix and an increase in low-to-no margin professional services that support new installations for software customers.
Gross Margin
As a percentage of net sales, gross margin for the TASER segment decreased to 63.9% from 66.3% for the nine months ended September 30, 2022 and 2021, respectively. The decrease was a result of higher labor costs and increases on freight and raw materials.
As a percentage of net sales, gross margin for the Software and Sensors segment decreased slightly to 59.0% from 59.2% for the nine months ended September 30, 2022 and 2021, respectively. Within the Software and Sensors segment, hardware gross margin was 42.3% for the nine months ended September 30, 2022 compared to 39.2% for the same period in 2021, while the service margins were 72.4% and 74.7% during those same periods, respectively.
Sales, General and Administrative Expenses
Sales, general and administrative ("SG&A") expenses were comprised as follows (dollars in thousands):
Nine Months Ended September 30, | Dollar | Percent | ||||||||||
| 2022 |
| 2021 |
| Change |
| Change | |||||
Total sales, general and administrative expenses | $ | 287,157 | $ | 403,554 | $ | (116,397) |
| (28.8) | % | |||
SG&A expenses as a percentage of net sales | 33.6 | % | 62.5 | % | ||||||||
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Stock-based compensation expense decreased $175.2 million in comparison to the prior year comparable period, which was primarily attributable to a decrease of $116.0 million in expense related to the CEO Performance Award and a decrease of $74.3 million related to our XSPP. The decrease related to the vesting of ten tranches of the CEO Performance Award and nine tranches of the XSPP in 2021, which have no remaining unrecognized expense for the vested tranches. The decrease was partially offset by increased stock-based compensation expense for time-based awards due to higher headcount.
Salaries, benefits, and bonus expense increased $17.9 million. Of the total increase, $21.0 million is attributable to an increase in salaries and related primarily to increased headcount. An increase in bonus expense of $6.1 million reflected higher anticipated attainment on bonuses expected to be paid to employees at the senior director level and below, as well as on our annual bonus. Partially offsetting the increase was a decrease of $9.2 million in payroll taxes related to the vesting of nine tranches of the XSPP in the nine months ending September 30, 2021; as no tranches have vested in 2022, we have not recognized payroll tax expense related to the program this year.
Sales and marketing and travel expenses increased $21.5 million. The increase was primarily driven by a $9.2 million increase in commissions expense tied to higher revenue. Also impacting the change in expense was an increase in travel expenses of $8.6 million reflecting increased in-person customer and vendor meetings. Increased travel costs per trip also impacted higher travel expenses. An increase of $4.3 million related to trade shows and seminars, as we hosted in-person events including our annual user conference, Axon Accelerate, in 2022.
Professional and consulting expenses increased $7.4 million in comparison to the prior year comparable period, driven primarily by increased legal and consulting expense.
Research and Development Expenses
Research and development ("R&D") expenses were comprised as follows (dollars in thousands):
Nine Months Ended September 30, | Dollar | Percent | ||||||||||
| 2022 |
| 2021 |
| Change |
| Change | |||||
Total research and development expenses | $ | 165,090 | $ | 143,352 | $ | 21,738 |
| 15.2 | % | |||
R&D expenses as a percentage of net sales | 19.4 | % | 22.2 | % | ||||||||
Within the TASER segment, R&D expense increased $5.0 million. An increase of $6.1million in salaries, benefits and bonus expense reflected higher headcount. Additionally, indirect manufacturing costs and supplies increased $2.5 million related to the development of next generation products. Fully offsetting these increases was a decrease in stock-based compensation expense of $5.6 million, due to the vesting of nine XSPP tranches during 2021, for which there is no remaining unamortized expense.
R&D expense for the Software and Sensors segment increased $16.7 million, reflecting an increase of $21.5 million in salaries, benefits, and bonus expense due to higher headcount, higher attainment on bonuses expected to be paid to employees at the senior director level and below and on our annual bonus. Partially offsetting the increase was a decrease in stock-based compensation expense of $5.8 million, due to the vesting of nine XSPP tranches during 2021, for which there is no remaining unamortized expense for the vested tranches.
We expect R&D expense to continue to increase in absolute dollars as we focus on growing the Software and Sensors segment as we add headcount and additional resources to develop new products and services to further advance our scalable cloud-connected device platform. We are investing in technologies that include our CEDs, body cameras, in-car cameras and other sensors, artificial intelligence, digital evidence management, productivity software, communications software, and technologies that enable real-time situational awareness for public safety.
Interest and Other Income, Net
Interest and other income, net was $91.1 million for the nine months ended September 30, 2022, compared to income of $36.9 million for the same period in 2021. During the nine months ended September 30, 2022, we recorded a
37
net unrealized gain of $129.4 million related to observable price changes for our existing investments and related warrants and the exercise of warrants in one of our strategic investees, which was partially offset in part by a $36.9 million unrealized loss on marketable securities related to our investment in CLBT. For the nine months ended September 30, 2021, we recorded a gain of $40.9 million related to observable price changes for our investments in certain unconsolidated affiliates and related warrants; $12.3 million of this gain was realized during the period on the sale of a portion of our existing investment.
Provision for Income Taxes
The provision for income taxes was an expense of $43.8 million for the nine months ended September 30, 2022, which was an effective tax rate of 27.1%. Our estimated full year effective income tax rate for 2022, before discrete period adjustments, is 28.0%, which differs from the federal statutory rate primarily due to the impact of R&D tax credits offset by the executive compensation limitation under IRC Section 162(m) and an increase in valuation allowance and unrecognized tax benefits, on projected pre-tax income for the year. The effective tax rate was favorably impacted by a $1.4 million discrete tax benefit primarily associated with net windfalls related to stock-based compensation for RSUs and PSUs that vested during the nine months ended September 30, 2022.
Net Income
We recorded net income of $118.0 million for the nine months ended September 30, 2022 compared to net loss of $46.5 million for the same period in 2021. Net income per basic share was $1.66 for the nine months ended September 30, 2022 compared to $0.71 net loss per basic share for the same period in 2021. Net income per diluted share was $1.63 for the nine months ended September 30, 2022 compared to $0.71 net loss per diluted share for the same period in 2021.
Non-GAAP Measures
To supplement our financial results presented in accordance with GAAP, we present the non-GAAP financial measures of EBITDA and Adjusted EBITDA (CEO Performance Award). Our management uses these non-GAAP financial measures in evaluating our performance in comparison to prior periods. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance, and when planning and forecasting our future periods. A reconciliation of GAAP to the non-GAAP financial measures is presented below.
| ● | EBITDA (Most comparable GAAP Measure: Net income) - Earnings before interest expense, investment interest income, taxes, depreciation and amortization. |
| ● | Adjusted EBITDA (CEO Performance Award) (Most comparable GAAP Measure: Net income) - Earnings before interest expense, investment interest income, taxes, depreciation, amortization and non-cash stock-based compensation expense. |
Although these non-GAAP financial measures are not consistent with GAAP, management believes investors will benefit by referring to these non-GAAP financial measures when assessing our operating results, as well as when forecasting and analyzing future periods. However, management recognizes that:
| ● | these non-GAAP financial measures are limited in their usefulness and should be considered only as a supplement to our GAAP financial measures; |
| ● | these non-GAAP financial measures should not be considered in isolation from, or as a substitute for, our GAAP financial measures; |
| ● | these non-GAAP financial measures should not be considered to be superior to our GAAP financial measures; and |
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| ● | these non-GAAP financial measures were not prepared in accordance with GAAP and investors should not assume that the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q were prepared under a comprehensive set of rules or principles. |
EBITDA and Adjusted EBITDA (CEO Performance Award) reconciles to net income (loss) as follows (in thousands):
Liquidity and Capital Resources
Summary
As of September 30, 2022, we had $147.7 million of cash and cash equivalents, a decrease of $208.6 million as compared to December 31, 2021. Cash and cash equivalents and investments totaled $370.9 million, representing a decrease of $31.2 million from December 31, 2021.
Our ongoing sources of cash include cash on hand, investments, and cash flows from operations. Restricted cash balance of $1.7 million primarily related to funds held in an international bank account securing a guarantee and funds held in an international bank account for a country in which we are required to maintain a minimum balance to operate. This balance is included in prepaid expenses and other current assets, as well as other long-term assets on our condensed consolidated balance sheet. In addition, our $50.0 million revolving credit facility is available for additional working capital needs or investment opportunities. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit. Advances under the line of credit bear interest at Term SOFR plus 1.0 to 1.5% per year determined in accordance with a pricing grid based on our funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio.
As of September 30, 2022, we had letters of credit outstanding of $6.5 million, leaving the net amount available for borrowing of $43.5 million. The facility matures on December 31, 2023, and has an accordion feature which allows for an increase in the total line of credit up to $100.0 million, subject to certain conditions, including the availability of additional bank commitments. There can be no assurance 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. At September 30, 2022 and December 31, 2021, there were no borrowings under the line other than the outstanding letters of credit.
Based on our strong balance sheet and the fact that we do not have long-term debt at September 30, 2022, we believe financing will be available, both through our existing revolving credit facility and possible additional financing. However, there is no assurance that such funding will be available on terms acceptable to us, or at all. We believe that our sources of funding will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, potential acquisitions or investments, income and payroll tax payments for net-settled stock awards, and other liquidity requirements through at least the next 12 months. We and our Board of Directors may consider repurchases of our common stock from time to time pursuant to our stock repurchase plan. Further repurchases of our
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common stock would take place on the open market, would be financed with available cash and are subject to market and business conditions.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities (in thousands):
Nine Months Ended September 30, | ||||||
| 2022 |
| 2021 | |||
Operating activities | $ | 104,241 | $ | 111,564 | ||
Investing activities | (302,001) | 93,412 | ||||
Financing activities | (2,465) | (76,902) | ||||
Effect of exchange rate changes on cash and cash equivalents |
| (6,783) |
| (1,827) | ||
Net increase (decrease) in cash and cash equivalents and restricted cash | $ | (207,008) | $ | 126,247 | ||
Operating activities
Net cash provided by operating activities in the first nine months of 2022 of $104.2 million reflects net income of $118.0 million, non-cash income statement items totaling $41.6 million, and a decrease of $55.3 million for the net change in operating assets and liabilities. Included in the non-cash items were $74.5 million in stock-based compensation expense, a decrease of $30.3 million in deferred income taxes, net, $18.2 million in depreciation and amortization expense, and a $92.5 million gain on the change in fair value of strategic investments and marketable securities, net. Cash provided by operations was favorably impacted by increased deferred revenue of $115.2 million, which was primarily attributable to increased sales where payment is received from the customer before performance occurs. Additionally, accounts payable, accrued and other liabilities increased $28.7 million due to an increase in accounts payable due to the timing of invoice payments and to increased accrued commissions on higher revenue. Offsetting this activity was an increase of accounts and notes receivables and contract assets of $115.0 million, an increase of $66.3 million in inventory, and an increase in prepaid expenses and other assets of $17.9 million. The increase in accounts and notes receivable and contract assets is due to increased sales and timing of satisfied performance obligations compared to customer payments of accounts receivable. Inventory increases were a result of advance purchases to support future sales. The increase in prepaid expenses and other assets was driven by an increase of deferred commissions related to increased bookings.
Net cash provided by operating activities in the first nine months of 2021 of $111.6 million reflects a net loss of $46.5 million, non-cash income statement items totaling $192.1 million, and a use of cash of $34.1 million for the net change in operating assets and liabilities. Included in the non-cash items were $13.4 million in depreciation and amortization expense, $262.2 million in stock-based compensation expense and a $40.9 million gain on the change in fair value of strategic investments, offset by an unrealized loss of $6.7 million on marketable securities. Cash provided by operations was impacted by increased deferred revenue of $87.6 million, which was primarily attributable to increased sales. This increase was offset by increased accounts and notes receivable and contract assets of $118.1 million and increased prepaid expenses and other assets of $28.9 million. The increase in accounts and notes receivable and contract assets was primarily driven by increased sales. The increase in prepaid expenses and other assets was driven by increases in deferred commissions for bookings not yet recognized as revenue, an increase in prepaid licenses, an increase in right-of-use lease assets, and an increase in income tax receivable as compared to the prior year end.
Investing activities
We used $302.0 million of cash for investing activities during the first nine months of 2022. Cash outflows from investing activities included $70.5 million for new strategic minority investments, $6.6 million for the exercise price of warrants related to our strategic investments, and $2.1 million for a business acquisition. The outflows also included $178.7 million for the purchase of available-for-sale investments, net of proceeds from calls and maturities. Property and equipment purchases totaled $44.0 million, net of proceeds on disposals.
Net cash provided by investing activities was $93.4 million during the first nine months of 2021. Cash inflows from investing activities included proceeds, net of purchases, from held-to-maturity investments and marketable securities
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of $136.7 million, and $14.5 million of proceeds from the sale of a portion of one of our existing strategic investments. The inflows were partially offset by outflows of $20.5 million for new or incremental strategic minority investments and $36.7 million for the purchase of property and equipment and intangible assets.
Financing activities
Net cash used in financing activities was $2.5 million during the first nine months of 2022 and was primarily attributable to the payment of income and payroll taxes on behalf of employees who net-settled stock awards during the period.
Net cash used in financing activities was $76.9 million during the first nine months of 2021 and was attributable to the payment of income and payroll taxes on behalf of employees who net-settled stock awards during the period, net of proceeds received from our ATM offering. Net-settled stock awards included five tranches of our XSPP which vested during the three months ended September 30, 2021.
Off-Balance Sheet Arrangements
The discussion under the heading off-balance sheet arrangements in Note 13 of the notes to our condensed consolidated financial statements within this Quarterly Report on Form 10-Q is incorporated by reference herein.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operation is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, and we evaluate our estimates and assumptions on an ongoing basis. While we do not 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.
Our significant accounting policies are discussed in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There have been no significant changes to these policies for the nine months ended September 30, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We typically invest in a limited number of financial instruments, consisting principally of investments in money market accounts, certificates of deposit, corporate and municipal bonds with a typical long-term debt rating of “A” or better by any nationally recognized statistical rating organization, denominated in U.S. dollars. All of our cash equivalents and investments are treated as “available-for-sale”. We report available-for-sale investments at fair value as of each balance sheet date and record any unrealized gains or losses within accumulated other comprehensive income (loss) as a component of stockholders’ equity. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in interest and other income (expense), net within the condensed consolidated statements of operations. When the fair value is below the amortized cost of a marketable security, an estimate of expected credit losses is made. The credit-related impairment amount is recognized in the consolidated statements of operations. Credit losses are recognized through the use of an allowance for credit losses account in the condensed consolidated balance sheet and subsequent improvements in expected credit losses are recognized as a reversal of an amount in the allowance account. If we have the intent to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, then the allowance for the credit loss is written-off and the excess of the amortized cost basis of the asset over its fair value is recorded in the condensed consolidated statements of operations. Based on investment positions as of September 30, 2022, a hypothetical 100 basis point increase in interest rates across all maturities
41
would result in a $4.8 million decline in the fair market value of the portfolio. Such losses would only be realized if we sold the investments prior to maturity.
Additionally, we have access to a $50.0 million line of credit borrowing facility which bears interest at Term SOFR plus 1.0 to 1.5% per year determined in accordance with a pricing grid based on our funded debt to EBITDA ratio. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit, which totaled $6.5 million at September 30, 2022. At September 30, 2022, there was no amount outstanding under the line of credit and the available borrowing under the line of credit was $43.5 million. We have not borrowed any funds under the line of credit since its inception; however; should we need to do so in the future, such borrowings could be subject to adverse or favorable changes in the underlying interest rate.
Exchange Rate Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, in each case compared to the U.S. dollar, related to transactions by our foreign subsidiaries. The majority of our sales to international customers are transacted in foreign currencies and therefore are subject to exchange rate fluctuations on these transactions. The cost of our products to our customers increases when the U.S. dollar strengthens against their local currency, and we may have more sales and expenses denominated in foreign currencies in future years which could increase our foreign exchange rate risk. Additionally, intercompany sales to our non-U.S. dollar functional currency international subsidiaries are transacted in U.S. dollars which could increase our foreign exchange rate risk caused by foreign currency transaction gains and losses.
To date, we have not engaged in any currency hedging activities. However, we may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to the prohibitive economic cost of hedging particular exposures. As such, fluctuations in currency exchange rates could harm our business in the future.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer are responsible for the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed 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 SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2022.
There was no change in our internal control over financial reporting during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The discussion under the headings Product Litigation and U.S. Federal Trade Commission Litigation in Note 13 of the notes to our condensed consolidated financial statements included within this Quarterly Report on Form 10-Q is incorporated by reference herein.
42
Item 1A. Risk Factors
There are no material changes from the risk factors previously disclosed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
43
Item 6. Exhibits
+Management contract or compensatory plan or arrangement
* Filed herewith
** Furnished herewith
44
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.
AXON ENTERPRISE, INC. | |||
Date: | November 9, 2022 | ||
By: | /s/ PATRICK W. SMITH | ||
Chief Executive Officer | |||
(Principal Executive Officer) | |||
Date: | November 9, 2022 | By: | /s/ BRITTANY BAGLEY |
Chief Financial Officer and Chief Business Officer | |||
(Principal Financial and | |||
Accounting Officer) | |||
45
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of September 26, 2022 (“Effective Date”) and entered into as of the date of last signature below (“Execution Date”) by and between AXON ENTERPRISE, INC., a Delaware corporation, (“Company”) and BRITTANY BAGLEY, an individual (“Executive”), also referred to herein each individually as “Party” or collectively as “Parties.”
RECITAL
WHEREAS, Company wishes to employ Executive as its Chief Financial Officer and Chief Business Officer on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, Company and Executive each intend to be legally bound, covenant, and agree as follows:
AGREEMENT
Executive acknowledges that Executive’s continued employment with Company and the payments specified in this Agreement are sufficient consideration for this covenant not to compete. Executive further acknowledges that Company is engaged in marketing and selling its products throughout the world and that this Covenant Not to Compete is necessary and reasonable to protect Company and that Company will suffer irreparable harm and other damages in the event of a breach of this provision. Executive acknowledges that Executive’s training and experience have prepared him/her for employment or other business opportunities to sell product and perform services for businesses other than those in the Company Business. Accordingly, Executive acknowledges that the restrictions contained in this covenant not to compete will not unduly prevent him from obtaining employment or business opportunities other than in the Company Business. Executive also
acknowledges that the time, scope and the geographic area of this Covenant Not to Compete are reasonable and necessary to protect the interests of Company and the Company Business.
The covenants contained in subsections (a) through (e) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in which Company sold products or services. In the event that the provisions of subsections (a) through (e) above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. In the event that the court does not exercise the power granted to it in the prior sentence, Executive and Company agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.
| (i) | In the case of Company shall be: |
Axon Enterprise, Inc.
17800 North 85th Street
Scottsdale, Arizona 85255
| (ii) | In the case of Executive shall be: |
Executive’s current address or email address on file with Company
Either party may, by notice hereunder, designate a change of address. Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the fifth business day thereafter, or when it is actually received, whichever is sooner.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Execution Date.
AXON | EXECUTIVE: | |
AXON ENTERPRISE, INC., a corporation organized under the laws of the State of Delaware, U.S.A. | BRITTANY BAGLEY, an individual | |
By: | By: | |
Name: Joshua Isner | Date: | |
Title: Chief Operating Officer | ||
Date: | ||
Exhibit A
Form of Release Agreement
This Confidential Severance Agreement and General Release (“Release”) is made and entered into by and between Brittany Bagley (“Employee”) and Axon Enterprise, Inc., a Delaware corporation (“Axon” or the “Company”) (Employee and Axon are collectively referred to as the “Parties” and separately as a “Party”). This Release is intended to settle and dispose of all liability, rights, claims, demands, actions or causes of action that Employee may have against Axon and/or its current or former shareholders, principals, parent companies, subsidiaries, affiliated companies, divisions, directors, officers, employees, staff, agents, contractors, assigns, affiliates, attorneys, predecessors, successors, indemnitors, insurers, and all those for whom the above referenced parties may have legal responsibility (collectively referred to as the “Released Parties”).
RECITALS
A.Employee and Axon mutually agree that Employee’s employment with Company will terminate effective __________________.
B.In consideration for the severance benefits described in Executive Employment Agreement entered into by and between Axon and Employee dated _______________ (the “Employment Agreement”), Employee agrees as follows:
COVENANTS
NOW, THEREFORE, IN CONSIDERATION of the covenants, agreements, recitals and promises provided and identified herein, the sufficiency of which is expressly acknowledged, the Parties agree as follows:
1.Severance. Provided that Employee signs and complies with this Release and has not exercised Executive’s right of revocation pursuant to section 2(b)(ii), Axon agrees to pay to Employee the severance and benefits described in the Employment Agreement (the “Severance Benefits”), at the times, and subject to the terms and conditions set forth in the Employment Agreement. Employee acknowledges and agrees that Executive would not otherwise have been entitled to the Severance Benefits had Executive not elected to sign this Release. Employee acknowledges that Executive has been paid all of Executive’s salary, wages, bonuses, accrued vacation and paid time off (if applicable), commissions, referral fees, penalties, benefits, or any other monies owed to Employee by or from any of the Released Parties, Executive is owed (and shall be owed in the future) nothing further from any of the Released Parties.
| (a) | Full Release and Waiver. Employee, on behalf of himself/herself, Executive’s marital community, if any, and Executive’s heirs and assigns, irrevocably, unconditionally, and expressly releases, waives, acquits, and forever discharges the Released Parties from any and all claims, complaints, causes of action, liabilities, obligations, agreements, controversies, damages, suits, rights, costs, losses, debts, expenses, and demands of any kind (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected which Employee has, ever has had, or may have and which are based on acts or omissions which Employee knew or should have known about at the time of the signing of this Release. This FULL RELEASE AND WAIVER includes, without limitation and to the fullest extent permitted by law, all rights |
| and claims arising under the following laws, as amended: Title VII of the Civil Rights Act; Civil Rights Act of 1866 (Section 1981); Lilly Ledbetter Fair Pay Act; Fair Credit Reporting Act; Labor Management Relations Act; Equal Pay Act; Americans with Disabilities Act; Age Discrimination in Employment Act; Fair Labor Standards Act; Older Workers Benefits Protection Act; Family Medical Leave Act; Rehabilitation Act; Occupational Safety and Health Act and its state equivalent; Genetic Information Nondiscrimination Act; Pregnancy Discrimination Act; False Claims Act; Sarbanes-Oxley Act; Employment Retirement Income Security Act; National Labor Relations Act; Health Insurance Portability and Accountability Act; Arizona Civil Rights Act; Arizona Drug Testing of Employees Act; Arizona Medical Marijuana Act; the anti-retaliation provisions of Arizona workers’ compensation; Arizona Employment Protection Act; Arizona state wage payment laws including the Arizona Wage Act, Arizona Minimum Wage Act, and Arizona Equal Pay Act; wage claims of all types, including, but not limited to, those for non-payment, late payment, overtime, rest periods, meal periods, bonuses, deductions, wage statements, and/or penalties; wrongful termination in violation of public policy; unfair business practices; any other local, state, or federal statute, regulation, or ordinance; any contract, express or implied; any covenant of good faith and fair dealing, express or implied; any state or federal whistleblower statute or regulation; any tort; any legal restriction on Axon’s right to terminate Employee; and/or other common law or statutory causes of action Employee may now have, has had, or could have been alleged as of the Effective Date. Employee understands that Employee is not releasing or giving up any claims for any events or actions that happen after Executive signs this Release. |
| (i) | Employee promises and covenants not to file, commence, or initiate any suits, grievances, demands, or causes of action against the Released Parties on the basis of any claim released herein. |
| (ii) | This Release includes any claims that Employee’s spouse, agents, heirs, or assigns, if any, may have against the Released Parties, including those arising from or in any way related to Employee’s work and/or employment with Axon and/or the Released Parties. |
| (iii) | It is understood and agreed that this is a full, complete and final general release of any and all claims, as described herein, and that Employee and Axon agree that it shall apply to all unknown, unanticipated, unsuspected and undisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. |
| (iv) | This Release does not apply to any claim Employee may have under the workers’ compensation or unemployment compensation statutes or any other claim, which, as a matter of law, cannot be released by private agreement. |
| (1) | This Release does not limit Employee’s ability to communicate with any applicable government agencies or otherwise participate in any manner in any investigation or proceeding that may be conducted by any government agency. This Release is not intended to affect the rights and responsibilities of government agencies to enforce the laws within their jurisdiction, including but not limited to the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Arizona Division of Occupational Safety and Health |
| (“ADOSH”), the Securities and Exchange Commission (“SEC”), the Civil Rights Division of the Arizona Attorney General Office (“ACRD”), or any other applicable local, state, or federal agency. This means that by signing this Release, Employee may still exercise Executive’s protected right to file an administrative charge with, or participate in an investigation or proceeding conducted by, a local, state, or federal government agency. However, if a government agency commences an investigation or other legal action against the Released Parties on Employee’s behalf, Employee specifically waives and releases Executive’s right to recover monetary damages or other benefits or remedies of any sort whatsoever arising from the governmental action (including any legal action, agency charge, lawsuit, claim, proceeding, or investigation against the Released Parties). The aforementioned waiver of monetary damages and other benefits or remedies does not apply to the Securities Exchange Act of 1934 or the Dodd-Frank Wall Street Reform and Consumer Protection Act, if applicable. Employee acknowledges that this Release may be used by the Released Parties as a defense to any actions taken by Employee that may be in violation of this Release. |
| (v) | Employee represents that Executive has not filed any charge or complaint with, or participated in, an investigation or proceeding conducted by the EEOC, NLRB, OSHA/ADOSH, SEC, ACRD or any other local, state, or federal government entity or agency. Employee specifically acknowledges and represents that Executive has already disclosed to Company any and all information, if any, regarding any action or inaction that Executive reasonably believes, or believed to be, taken by the Released Parties and in violation of law. To the extent Employee has not made such disclosures to date, Employee represents such information, if any, does not or did not exist to disclose now or in the future. |
| (b) | Waiver of Age Discrimination in Employment Claims. As noted above, this Release is intended to release and discharge all claims Employee may have under the Age Discrimination in Employment Act (“ADEA”). To satisfy the requirements of the Older Workers’ Benefits Protection Act (“OWBPA”), Employee acknowledges the following: |
| (i) | Employee has read and understands the terms of this Release. Employee acknowledges that Executive has 21 calendar days from receipt of this Release to consider whether to sign this Release and that Employee may sign the Release any time within this time period. If Employee signs before the 21-day period expires, Employee does so to expedite the Release and waives the right to take the remaining days to consider the Release. Employee understands and agrees that the Release will be automatically revoked and withdrawn if not accepted and delivered to Human Resources at Company’s address with a copy to Legal@Company.com within 21 calendar days after receipt. |
| (ii) | Employee can revoke Employee’s signature any time within seven (7) calendar days after signing it. To revoke Employee’s signature pursuant to the OWBPA, Employee must do so in writing, sent to Human Resources at Company’s address with a copy to Legal@Company.com before the expiration of the seven-day period. If Employee’s signature is not revoked at the expiration of the seven days, this Release will be enforceable and irrevocable. |
| (iii) | Employee agrees that this Release is not effective and no money will be paid or owed towards the Severance Benefits until all of the following have occurred: (1) Employee signs the Severance Release in the time period identified in this section above; and (2) the 7-day revocation period contained in this section has passed; and (3) Employee has not revoked Employee’s signature during this time period (hereinafter the “Effective Date”). If Employee does not timely sign and/or revokes this Release, then this Release shall be null and void, and no payments shall be made and/or due under this Release. |
| (iv) | Employee understands that this waiver and release does not apply to any rights or claims that may arise after execution date of this Release. Employee has been advised hereby that Employee has the right to consult with an attorney, if desired, prior to executing this Release and acknowledges that Executive has received all advice Employee deems necessary concerning this Release. |
9. No Reapply. Employee acknowledges that the relationship with Company has been severed and, therefore, agrees not to apply for, seek employment, seek work, nor accept employment with, Company or any of its affiliated companies. Employee further acknowledges Executive will not seek work as a consultant, independent contractor, or temporary worker with Company.
10.Assignment. The rights and obligations of the Released Parties and/or Axon shall inure to the benefit of their successors and assigns. Employee’s rights and obligations under this Release may not be assigned by Employee without prior written consent by the CEO of Axon. Employee affirms Executive has not assigned any of Executive’s rights or obligations under this Release as of the Effective Date.
11.Governing Law and Jurisdiction. The rights, obligations, and remedies, as specified under this Release, shall be interpreted and governed in all respects by the laws of the State of Arizona. The Parties agree that any action or proceeding initiated to enforce this Release shall be brought solely in the state or federal district court within Maricopa County in the State of Arizona, and the Parties hereby irrevocably submit to the exclusive jurisdiction of these courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS RELEASE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS RELEASE.
12.Attorneys’ Fees and Costs. Both Parties will bear their own costs, attorneys’ fees and other expenses incurred in connection with the preparation and/or review of this Release. Should Employee or the Released Parties (which specifically includes Axon) employ an attorney to enforce any of the provisions of this Release, or to recover damages for the breach of any terms of this Release, the prevailing party shall be entitled to recover all reasonable costs, damages and expenses, including attorneys’ fees incurred or expended in connection therewith. The phrase “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, judgment, or otherwise.
13.No Admission of Liability. This Release is not to be construed as an admission of liability by the Released Parties. Employee agrees, admits, and acknowledges that no representation of fact or opinion has been made by any Released Party or such representative, either jointly, individually, or collectively, to induce this Release. Employee agrees that the Released Parties have not admitted liability or wrongdoing of any sort, and that the Released Parties have not made any representation as to liability or wrongdoing of any sort.
14.Severability. If any provision of this Release is held illegal, invalid, or unenforceable, such holding shall not affect any other provisions hereof. In the event that any provision is held illegal, invalid, or
unenforceable, such provision shall be limited, deleted, or severed so as to affect the intent of the Parties to the fullest extent permitted by applicable law and the validity and enforceability of the remaining provisions shall not be affected.
15.Cooperation. The Parties agree to cooperate fully, execute any supplementary documents, and take all additional actions that might be necessary or appropriate to give full force and effect to the basic terms and intent of this Release.
16.Counterparts. This Release may be executed in counterparts, one or more of which may be facsimiles or PDFs, but all of which shall constitute one and the same Release.
EMPLOYEE HAS CAREFULLY READ THE FOREGOING RELEASE, HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY, KNOWS AND UNDERSTANDS THE CONTENTS OF THIS RELEASE, AND SIGNS THIS RELEASE VOLUNTARILY AND AGREES TO ABIDE BY ITS TERMS.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have hereby approved and executed this Release as of _____________________, ______.
AXON ENTERPRISE, INC.
______________________________________
[________________]
Its: [________________]
EXECUTIVE
_______________________________________
Brittany Bagley
CERTIFICATION PURSUANT TO
RULE 13a-14(a) or RULE 15d-14(a)
SECURITIES EXCHANGE ACT OF 1934
I, Patrick W. Smith, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Axon Enterprise, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
CERTIFICATION PURSUANT TO
RULE 13a-14(a) or RULE 15d-14(a)
SECURITIES EXCHANGE ACT OF 1934
I, Brittany Bagley, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Axon Enterprise, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Axon Enterprise, Inc. (the “Company”) for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick W. Smith, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
In connection with the Quarterly Report on Form 10-Q of Axon Enterprise, Inc. (the “Company”) for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brittany Bagley, Chief Financial Officer and Chief Business Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |