UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~September 30, 2021~~March 31, 2022 or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16391

Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)


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

17800 North 85th Street
Scottsdale, Arizona	85255
(Address of principal executive offices)	(Zip Code)

(480) 991-0797

(Registrant’s telephone number, including area code)

Not Applicable

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

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 10, 2021~~May 6, 2022 was ~~68,467,571.~~71,011,451.

Table of Contents

AXON ENTERPRISE, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

			Page
Special Note Regarding Forward-Looking Statements			ii

PART I - FINANCIAL INFORMATION			1
	Item 1. Financial Statements		1
		Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	1
		Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and ~~Nine Months Ended September 30,~~ 2021 ~~and 2020~~	2
		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and ~~Nine Months Ended September 30,~~ 2021 ~~and 2020~~	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022 and 20201	54
		Notes to Unaudited Condensed Consolidated Financial Statements	65
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2925
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		4635
	Item 4. Controls and Procedures		4736
PART II - OTHER INFORMATION			4736
	Item 1. Legal Proceedings		4736
	Item 1A. Risk Factors		4736
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4836
	Item 3. Defaults Upon Senior Securities		4836
	Item 4. Mine Safety Disclosures		4836
	Item 5. Other Information		4836
	Item 6. Exhibits		4939
	SIGNATURES		5040

Table of Contents

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; our projected revenue and capital expenditures for the full year ~~2021;~~2022; 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 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 Form 10-K for the year ended December 31, ~~2020.~~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 that we filed with the Securities and Exchange Commission ("SEC") on February ~~26, 2021~~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.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AXON ENTERPRISE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	281,691	$	155,440	$	386,367	$	356,332
Marketable securities		83,340		—		57,600		72,180
Short-term investments		216,557		406,525		20,024		14,510
Accounts and notes receivable, net of allowance of $2,425 and $2,105 as of September 30, 2021 and December 31, 2020, respectively		265,267		229,201
Accounts and notes receivable, net of allowance of $2,424 and $2,203 as of March 31, 2022 and December 31, 2021, respectively						344,907		320,819
Contract assets, net		130,976		63,945		147,861		180,421
Inventory		93,279		89,958		122,150		108,688
Prepaid expenses and other current assets		52,710		36,883		67,208		56,540
Total current assets		1,123,820		981,952		1,146,117		1,109,490
Property and equipment, net		128,808		105,494		149,505		138,457
Deferred tax assets, net		104,169		45,770		108,840		127,193
Intangible assets, net		7,426		9,448		14,399		15,470
Goodwill		25,571		25,205		43,607		43,592
Long-term investments		49,431		90,681		17,731		31,232
Long-term notes receivable, net of current portion		12,621		22,457
Long-term notes receivable, net						10,184		11,256
Long-term contract assets, net		43,394		20,099		29,616		29,753
Strategic investments		58,520		11,711		154,452		83,520
Other assets		91,627		68,206
Other long-term assets						98,003		98,247
Total assets	$	1,645,387	$	1,381,023	$	1,772,454	$	1,688,210
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	27,418	$	24,142	$	49,348	$	32,220
Accrued liabilities		88,894		59,843		69,435		103,707
Current portion of deferred revenue		250,651		163,959		326,627		265,591
Customer deposits		6,118		2,956		18,411		10,463
Other current liabilities		6,809		5,431		6,858		6,540
Total current liabilities		379,890		256,331		470,679		418,521
Deferred revenue, net of current portion		111,892		111,222		140,938		185,721
Liability for unrecognized tax benefits		4,580		4,503		5,162		3,797
Long-term deferred compensation		5,125		4,732		5,833		5,679
Deferred tax liability, net		155		649		348		811
Long-term lease liabilities						20,112		20,440
Other long-term liabilities		29,842		27,331		4,593		5,392
Total liabilities		531,484		404,768		647,665		640,361
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		—		—
Common stock, $0.00001 par value; 200,000,000 shares authorized; 67,577,868 and 63,766,555 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		1		1
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						—		—
Common stock, $0.00001 par value; 200,000,000 shares authorized; 70,996,658 and 70,896,856 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						1		1
Additional paid-in capital		1,147,478		962,159		1,118,859		1,095,229
Treasury stock at cost, 20,220,227 shares as of September 30, 2021 and December 31, 2020		(155,947)		(155,947)
Treasury stock at cost, 20,220,227 shares as of March 31, 2022 and December 31, 2021						(155,947)		(155,947)
Retained earnings		123,391		169,901		164,754		109,883
Accumulated other comprehensive income (loss)		(1,020)		141		(2,878)		(1,317)
Total stockholders’ equity		1,113,903		976,255		1,124,789		1,047,849
Total liabilities and stockholders’ equity	$	1,645,387	$	1,381,023	$	1,772,454	$	1,688,210

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

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,				Three Months Ended March 31,
	2021		2020		2021		2020		2022		2021
Net sales from products	$	165,803	$	120,091	$	463,116	$	326,134	$	176,204	$	140,886
Net sales from services		66,186		46,351		182,687		128,729		80,222		54,133
Net sales		231,989		166,442		645,803		454,863		256,426		195,019
Cost of product sales		71,336		57,798		195,253		150,507		79,352		58,616
Cost of service sales		16,086		10,404		44,701		29,331		21,335		13,050
Cost of sales		87,422		68,202		239,954		179,838		100,687		71,666
Gross margin		144,567		98,240		405,849		275,025		155,739		123,353
Operating expenses:
Sales, general and administrative		99,295		74,443		403,554		209,763		90,129		126,597
Research and development		42,382		29,246		143,352		85,187		48,416		47,018
Total operating expenses		141,677		103,689		546,906		294,950		138,545		173,615
Income (loss) from operations		2,890		(5,449)		(141,057)		(19,925)		17,194		(50,262)
Interest and other income (expense), net		(5,530)		2,040		36,896		4,594
Loss before provision for income taxes		(2,640)		(3,409)		(104,161)		(15,331)
Interest and other income, net										55,299		585
Income (loss) before provision for income taxes										72,493		(49,677)
Provision for (benefit from) income taxes		(51,164)		(2,536)		(57,651)		12,227		17,622		(1,760)
Net income (loss)	$	48,524	$	(873)	$	(46,510)	$	(27,558)	$	54,871	$	(47,917)
Net income (loss) per common and common equivalent shares:
Basic	$	0.73	$	(0.01)	$	(0.71)	$	(0.45)	$	0.77	$	(0.75)
Diluted	$	0.67	$	(0.01)	$	(0.71)	$	(0.45)	$	0.76	$	(0.75)
Weighted average number of common and common equivalent shares outstanding:
Basic		66,192		63,496		65,139		61,159		70,950		64,036
Diluted		72,441		63,496		65,139		61,159		72,349		64,036
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$	48,524	$	(873)	$	(46,510)	$	(27,558)	$	54,871	$	(47,917)
Foreign currency translation adjustments		(793)		1,238		(1,161)		(456)		(1,072)		1
Unrealized gains (losses) on available-for-sale investments										(489)		—
Comprehensive income (loss)	$	47,731	$	365	$	(47,671)	$	(28,014)	$	53,310	$	(47,916)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

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

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)
Foreign currency translation adjustments

—

—

—

—

—

—

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)
Foreign currency translation adjustments

—

—

—

—

—

—

(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
Foreign currency translation adjustments

—

—

—

—

—

—

(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

~~Table of Contents~~


											Accumulated														Accumulated
				Additional							Other		Total					Additional							Other		Total
	Common Stock			Paid-in		Treasury Stock			Retained		Comprehensive		Stockholders’		Common Stock			Paid-in		Treasury Stock			Retained		Comprehensive		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Earnings		Loss		Equity		Shares	Amount		Capital		Shares	Amount		Earnings		Income		Equity
Balance, December 31, 2019	59,497,759	$	1	$	528,272	20,220,227	$	(155,947)	$	172,265	$	(1,096)	$	543,495
Cumulative effect of applying a change in accounting principle, net of tax	—		—		—	—		—		(640)		—		(640)
Issuance of common stock under employee plans, net	315,404		—		(5,162)	—		—		—		—		(5,162)
Stock-based compensation	—		—		20,195	—		—		—		—		20,195
Net income	—		—		—	—		—		4,074		—		4,074
Foreign currency translation adjustments	—		—		—	—		—		—		(2,372)		(2,372)
Balance, March 31, 2020	59,813,163	$	1	$	543,305	20,220,227	$	(155,947)	$	175,699	$	(3,468)	$	559,590
Issuance of common stock	3,450,000		—		306,779	—		—		—		—		306,779
Issuance of common stock under employee plans, net	134,571		—		(310)	—		—		—		—		(310)
Stock-based compensation	—		—		33,835	—		—		—		—		33,835
Issuance of common stock for business combination contingent consideration	70,613		—		—	—		—		—		—		—
Net loss	—		—		—	—		—		(30,759)		—		(30,759)
Foreign currency translation adjustments	—		—		—	—		—		—		678		678
Balance, June 30, 2020	63,468,347	$	1	$	883,609	20,220,227	$	(155,947)	$	144,940	$	(2,790)	$	869,813
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	79,734		—		(1,119)	—		—		—		—		(1,119)	906,536		—		(7,045)	—		—		—		—		(7,045)
Stock-based compensation	—		—		26,094	—		—		—		—		26,094	—		—		89,610	—		—		—		—		89,610
Net loss	—		—		—	—		—		(873)		—		(873)	—		—		—	—		—		(47,917)		—		(47,917)
Foreign currency translation adjustments	—		—		—	—		—		—		1,238		1,238
Balance, September 30, 2020	63,548,081	$	1	$	908,584	20,220,227	$	(155,947)	$	144,067	$	(1,552)	$	895,153
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

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AXON ENTERPRISE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended September 30,				Three Months Ended March 31,
	2021		2020		2022		2021
Cash flows from operating activities:
Net loss	$	(46,510)	$	(27,558)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)					$	54,871	$	(47,917)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		13,420		8,944		5,755		4,291
Loss on disposal and abandonment of intangible assets		130		252		40		11
Loss on disposal and impairment of property and equipment, net		74		1,429		106		45
Net gain on strategic investments and marketable securities		(34,195)		—
Net unrealized gain on strategic investments and marketable securities						(55,851)		—
Stock-based compensation		262,221		80,124		25,088		89,610
Deferred income taxes		(58,893)		(11,670)		18,029		(598)
Unrecognized tax benefits		77		573		1,365		194
Bond premium amortization		4,606		1,830
Bond amortization						159		1,504
Noncash lease expense		4,087		2,743		1,556		1,111
Provision for expected credit losses		615		776		228		(335)
Change in assets and liabilities:
Accounts and notes receivable and contract assets		(118,094)		(48,551)		7,495		31,298
Inventory		(3,154)		(59,371)		(14,260)		520
Prepaid expenses and other assets		(28,906)		(4,822)		(7,074)		(6,952)
Accounts payable, accrued and other liabilities		28,528		25,365		(9,580)		(18,062)
Deferred revenue		87,558		34,099		16,037		6,219
Net cash provided by operating activities		111,564		4,163		43,964		60,939
Cash flows from investing activities:
Purchases of investments		(362,479)		(516,687)		—		(155,825)
Proceeds from call / maturity of investments		499,172		287,199		7,200		132,254
Proceeds from sale of strategic investments		14,546		—
Purchases of property and equipment		(36,501)		(66,023)		(17,098)		(10,521)
Proceeds from disposal of property and equipment		31		94		87		10
Purchases of intangible assets		(157)		(177)		(37)		(41)
Strategic investments		(20,500)		(4,700)		(500)		(20,000)
Business acquisition, net of cash acquired		(700)		—
Net cash provided by (used in) investing activities		93,412		(300,294)
Net cash used in investing activities						(10,348)		(54,123)
Cash flows from financing activities:
Net proceeds from equity offering		105,615		306,779		(71)		—
Proceeds from options exercised		0		295
Income and payroll tax payments for net-settled stock awards		(182,517)		(6,886)		(1,388)		(7,045)
Net cash provided by (used in) financing activities		(76,902)		300,188
Net cash used in financing activities						(1,459)		(7,045)
Effect of exchange rate changes on cash and cash equivalents		(1,827)		(303)		(157)		(392)
Net increase in cash and cash equivalents		126,247		3,754
Net increase (decrease) in cash and cash equivalents						32,000		(621)
Cash and cash equivalents and restricted cash, beginning of period		155,551		172,355		356,438		155,551
Cash and cash equivalents and restricted cash, end of period	$	281,798	$	176,109	$	388,438	$	154,930

Supplemental disclosures:
Cash and cash equivalents	$	281,691	$	176,000	$	386,367	$	154,822
Restricted cash (Note 1)		107		109		2,071		108
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	281,798	$	176,109	$	388,438	$	154,930

Cash paid for income taxes, net of refunds	$	5,016	$	7,678	$	334	$	4,152

Non-cash transactions
Property and equipment purchases in accounts payable and accrued liabilities	$	1,211	$	1,734	$	888	$	517

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, the United Kingdom, and Vietnam.

The accompanying unaudited condensed consolidated financial statements include the accounts of Axon Enterprise, Inc. and our ~~wholly owned~~ 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, ~~2020,~~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, ~~2020.~~2021. The results of operations for the three months ~~and nine months~~ ended ~~September 30, 2021~~March 31, 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 2 reportable segments: the manufacture and sale of conducted electrical devices ("CEDs"), batteries, accessories, extended warranties and other products and services (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

Table of Contents

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 ~~15.~~16.

Geographic Information and Major Customers / Suppliers

For the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, 0 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, 2021,~~March 31, 2022, 0 customer represented more than 10% of total net sales. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 0 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, ~~Israel,~~ Republic of Korea, Malaysia, Mexico, ~~Sri Lanka,~~Taiwan, and ~~Taiwan.~~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 without incurring significant production delays.~~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 ~~any~~ 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,				Three Months Ended March 31,
	2021		2020		2021		2020		2022		2021
Numerator for basic and diluted earnings per share:
Net income (loss)	$	48,524	$	(873)	$	(46,510)	$	(27,558)	$	54,871	$	(47,917)
Denominator:
Weighted average shares outstanding		66,192		63,496		65,139		61,159		70,950		64,036
Dilutive effect of stock-based awards		6,249		—		—		—		1,399		—
Diluted weighted average shares outstanding		72,441		63,496		65,139		61,159		72,349		64,036
Anti-dilutive stock-based awards excluded		3,481		12,793		8,920		12,904		2,942		12,234
Net loss per common share:
Net income (loss) per common share:
Basic	$	0.73	$	(0.01)	$	(0.71)	$	(0.45)	$	0.77	$	(0.75)
Diluted	$	0.67	$	(0.01)	$	(0.71)	$	(0.45)	$	0.76	$	(0.75)

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~In October and November 2021, approximately 0.9 million options were exercised under the CEO Performance Award. Refer to Note 11 for further discussion of this award.~~

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,				Three Months Ended March 31,
	2021		2020		2022		2021
Balance, beginning of period	$	769	$	1,476	$	2,822	$	769
Utilization of reserve		(582)		(539)		(1,434)		(231)
Warranty expense (benefit)		1,176		(192)
Warranty expense						116		406
Balance, end of period	$	1,363	$	745	$	1,504	$	944

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, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were comprised of money market funds, ~~certificates of deposit, commercial paper,~~ corporate bonds, municipal bonds, and U.S. Government agency bonds. ~~Also included in cash equivalents and investments at December 31, 2020 were U.S. Treasury bills, U.S.~~

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~Treasury repurchase agreements and U.S. Treasury inflation-protected securities.~~ See additional disclosure regarding the fair value of our cash equivalents and investments in Note 3. Included in the balance of other assets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$5.0~~$4.9 million and ~~$4.7~~$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.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 34 unconsolidated ~~affiliates.~~affiliates as of March 31, 2022. The estimated fair value of the investments was determined based on Level 3 inputs. As of ~~September 30, 2021,~~March 31, 2022, management estimated that the fair value of the investments equaled the carrying value.

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, 2021~~March 31, 2022 were $2.1 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 $2.0 million was included in prepaid expenses and other current assets on our condensed consolidated balance sheet, with the remainder included in other assets. Restricted cash balances as of December 31, ~~2020~~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 ~~sheets,~~sheet, with the remainder included in other 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 ~~December 2019,~~November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2019-12, Simplifying~~No. 2021-10, Government Assistance (Topic 832). The guidance improves the ~~Accounting~~transparency of government assistance accounting as it requires business entities to disclose transactions that involve government assistance received if the transactions were accounted for ~~Income Taxes.~~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 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 ~~on January 1, 2021~~ did not have a material impact on our consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 (a Consensus of the Emerging Issues Task Force). The guidance clarifies the interaction between ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

of Financial Assets and Financial Liabilities and the ASU on equity method investments. ASU 2016-01 provides companies with an alternative to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any, unless an observable transaction for an identical or similar security occurs. ASU 2020-01 clarifies that for purposes of applying the Topic 321 measurement alternative, an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting under Topic 323, immediately before applying or upon discontinuing the equity method. In addition, this new ASU provides direction that a company should not consider whether the underlying securities would be accounted for under the equity method or the fair value option when it is determining the accounting for certain forward contracts and purchased options, upon either settlement or exercise. Adoption of this ASU on January 1, 2021 did not have a material impact on our consolidated financial statements.

~~Effective the First Quarter of 2023:~~

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Adoption of this ASU is not expected to 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, 2021						Three Months Ended September 30, 2020						Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
			Software and						Software and						Software and						Software and
	TASER		Sensors		Total		TASER		Sensors		Total		TASER		Sensors		Total		TASER		Sensors		Total
TASER 7	$	50,641		—	$	50,641	$	21,702	$	0	$	21,702	$	50,066	$	—	$	50,066	$	33,991	$	—	$	33,991
TASER X26P		9,086		—		9,086		9,766		0		9,766		9,479		—		9,479		9,963		—		9,963
TASER X2		10,078		—		10,078		14,494		0		14,494		3,619		—		3,619		12,778		—		12,778
TASER Pulse		967		—		967		2,981		0		2,981
TASER Consumer devices														1,696		—		1,696		2,205		—		2,205
Cartridges		39,313		—		39,313		26,335		0		26,335		37,825		—		37,825		30,418		—		30,418
Axon Body		—		20,862		20,862		0		15,978		15,978		—		29,708		29,708		—		19,756		19,756
Axon Flex		—		1,488		1,488		0		1,589		1,589		—		1,329		1,329		—		905		905
Axon Fleet		—		6,063		6,063		0		4,215		4,215		—		13,820		13,820		—		3,763		3,763
Axon Dock		—		6,460		6,460		0		5,708		5,708		—		7,480		7,480		—		6,920		6,920
Axon Evidence and cloud services		2,711		63,272		65,983		692		45,450		46,142		3,017		79,939		82,956		1,396		52,294		53,690
Extended warranties		6,099		8,983		15,082		5,265		6,514		11,779		6,679		9,061		15,740		5,646		7,500		13,146
Other		2,596		3,370		5,966		3,171		2,582		5,753		1,979		729		2,708		2,602		4,882		7,484
Total	$	121,491	$	110,498	$	231,989	$	84,406	$	82,036	$	166,442	$	114,360	$	142,066	$	256,426	$	98,999	$	96,020	$	195,019

The following table presents our revenues disaggregated by geography (in thousands):


	Three Months Ended March 31,
	2022				2021
United States	$	214,214	84	%	$	160,386	82	%
Other countries		42,212	16			34,633	18
Total	$	256,426	100	%	$	195,019	100	%

Contract Balances

The following table presents our contract assets, contract liabilities and certain information related to these balances as of and for the three months ended March 31, 2022 (in thousands):


	March 31, 2022
Contract assets, net	$	177,477
Contract liabilities (deferred revenue)		467,565
Revenue recognized in the period from:
Amounts included in contract liabilities at the beginning of the period		104,043

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Contract liabilities (deferred revenue) consisted of the following (in thousands):


	March 31, 2022						December 31, 2021
	Current		Long-Term		Total		Current		Long-Term		Total
Warranty:
TASER	$	27,476	$	1,401	$	28,877	$	21,257	$	4,766	$	26,023
Software and Sensors		21,736		15,621		37,357		23,175		18,137		41,312
		49,212		17,022		66,234		44,432		22,903		67,335
Hardware:			��
TASER		38,828		3,618		42,446		12,944		28,727		41,671
Software and Sensors		50,151		71,408		121,559		34,862		81,223		116,085
		88,979		75,026		164,005		47,806		109,950		157,756
Services:
TASER		4,309		2,066		6,375		2,701		3,482		6,183
Software and Sensors		184,127		46,824		230,951		170,652		49,386		220,038
		188,436		48,890		237,326		173,353		52,868		226,221
Total	$	326,627	$	140,938	$	467,565	$	265,591	$	185,721	$	451,312


	March 31, 2022						December 31, 2021
	Current		Long-Term		Total		Current		Long-Term		Total
TASER	$	70,613	$	7,085	$	77,698	$	36,902	$	36,975	$	73,877
Software and Sensors		256,014		133,853		389,867		228,689		148,746		377,435
Total	$	326,627	$	140,938	$	467,565	$	265,591	$	185,721	$	451,312

Remaining Performance Obligations

As of March 31, 2022, we had approximately $2.97 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 Topic 606 as of March 31, 2022. We expect to recognize between 15% - 20% of this balance over the next twelve months, and generally expect the remainder to be recognized over the following five to seven years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Nine Months Ended September 30, 2021

Nine Months Ended September 30, 2020




Software and





Software and


TASER

Sensors

Total

TASER

Sensors

Total
TASER 7

$
112,760

—

$
112,760

$
48,616

$
—

$
48,616
TASER X26P

28,618

—

28,618

30,338

—

30,338
TASER X2

39,001

—

39,001

45,401

—

45,401
TASER Pulse

4,873

—

4,873

6,374

—

6,374
Cartridges

116,409

—

116,409

76,732

—

76,732
Axon Body

—

60,545

60,545

—

40,645

40,645
Axon Flex

—

3,481

3,481

—

3,452

3,452
Axon Fleet

—

15,073

15,073

—

13,088

13,088
Axon Dock

—

18,889

18,889

—

14,714

14,714
Axon Evidence and cloud services

5,809

175,933

181,742

1,776

126,495

128,271
Extended warranties

17,602

24,632

42,234

15,340

17,707

33,047
Other

7,946

14,232

22,178

6,214

7,971

14,185
Total

$
333,018

$
312,785

$
645,803

$
230,791

$
224,072

$
454,863

~~The following table presents our revenues disaggregated by geography (in thousands):~~

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

United States

$
192,756

83
%

$
143,380

86
%

$
518,050

80
%
$
368,390

81
%
Other countries

39,233

17

23,062

14

127,753

20

86,473

19

Total

$
231,989

100
%

$
166,442

100
%

$
645,803

100
%
$
454,863

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, 2021 (in thousands):~~

September 30, 2021
Contract assets, net

$
174,370
Contract liabilities (deferred revenue)

362,543
Revenue recognized in the period from:

Amounts included in contract liabilities at the beginning of the period

145,012

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~Contract liabilities (deferred revenue) consisted of the following (in thousands):~~

September 30, 2021

December 31, 2020


Current

Long-Term

Total

Current

Long-Term

Total
Warranty:












TASER

$
14,332

$
10,763

$
25,095

$
11,635

$
16,953

$
28,588
Software and Sensors

19,436

18,850

38,286

13,926

5,025

18,951

33,768

29,613

63,381

25,561

21,978

47,539
Hardware:












TASER

24,775

9,252

34,027

16,314

14,304

30,618
Software and Sensors

37,398

42,981

80,379

25,181

50,981

76,162

62,173

52,233

114,406

41,495

65,285

106,780
Services:












TASER

1,993

2,308

4,301

996

1,554

2,550
Software and Sensors

152,717

27,738

180,455

95,907

22,405

118,312

154,710

30,046

184,756

96,903

23,959

120,862
Total

$
250,651

$
111,892

$
362,543

$
163,959

$
111,222

$
275,181

September 30, 2021

December 31, 2020


Current

Long-Term

Total

Current

Long-Term

Total
TASER

$
41,100

$
22,323

$
63,423

$
28,945

$
32,811

$
61,756
Software and Sensors

209,551

89,569

299,120

135,014

78,411

213,425
Total

$
250,651

$
111,892

$
362,543

$
163,959

$
111,222

$
275,181

~~Remaining Performance Obligations~~

As of September 30, 2021, we had approximately $2.39 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 Topic 606 as of September 30, 2021. We expect to recognize between 15% - 20% of this balance over the next twelve months, and generally expect the remainder to be recognized over the following ~~five~~ ~~to seven years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.~~

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Note 3 - Cash, Cash Equivalents and Investments

The following tables summarize our cash, cash equivalents, marketable securities, and ~~held-to-maturity~~available-for-sale investments at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):

As of September 30, 2021




Gross

Gross




Cash and





Amortized

Unrealized

Unrealized

Cash

Marketable

Short-Term

Long-Term

Cost

Gains

Losses

Fair Value

Equivalents

Securities

Investments

Investments
Cash

$
162,478

$
—

$
—

$
162,478

$
162,478

$
—

$
—

$
—

Level 1:














Money market funds

119,225

—

—

119,225

119,225

—

—

—
Agency bonds

48,000

49

—

48,049

—

40,000

8,000
Marketable securities

90,000

(6,660)

83,340

83,340

—

—
Subtotal

257,225

49

(6,660)

250,614

119,225

83,340

40,000

8,000

Level 2:

��

State and municipal obligations

77,764

4

(22)

77,746

72,383

5,381
Certificates of deposit

500

—

—

500

—

—

500

—
Corporate bonds

119,817

76

(95)

119,798

—

—

83,751

36,066
Commercial paper

19,994

—

—

19,994

—

—

19,994

—
Subtotal

218,075

80

(117)

218,038

—

176,628

41,447
Total

$
637,778

$
129

$
(6,777)

$
631,130

281,703

83,340

216,628

49,447
Expected credit loss reserve

(12)

—

(71)

(16)
Total, net of reserve for expected credit losses

$
281,691

$
83,340

$
216,557

$
49,431


	As of March 31, 2022
			Gross		Gross				Cash and
	Amortized		Unrealized		Unrealized				Cash		Marketable		Short-Term		Long-Term
	Cost		Gains		Losses		Fair Value		Equivalents		Securities		Investments		Investments
Cash	$	376,031	$	—	$	—	$	376,031	$	376,031	$	—	$	—	$	—

Level 1:
Money market funds		10,336		—		—		10,336		10,336		—		—		—
Agency bonds		4,700		1		—		4,701		—		—		4,701		—
Marketable securities		90,000		—		(32,400)		57,600		—		57,600		—		—
Subtotal		105,036		1		(32,400)		72,637		10,336		57,600		4,701		—
Level 2:
State and municipal obligations		2,550		—		(30)		2,520		—		—		1,759		761
Corporate bonds		31,409		—		(875)		30,534		—		—		13,564		16,970
Subtotal		33,959		—		(905)		33,054		—		—		15,323		17,731
Total	$	515,026	$	1	$	(33,305)	$	481,722	$	386,367	$	57,600	$	20,024	$	17,731

During the ~~quarter~~year ended ~~September 30,~~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, 2021,~~March 31, 2022, we recorded a ~~$6.7~~$14.6 million unrealized loss on marketable securities relating to CLBT.


	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

~~Because we do not have any history of losses for our held-to-maturity investments, o~~ur expected credit loss allowance methodology for held-to-maturity investments is developed using published or estimated credit default rates for similar investments and current and future economic and market conditions. At September 30, 2021 and December 31, 2020, our credit loss reserve for held-to-maturity investments was approximately $0.1 million and $0.2 million, respectively.

1311

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, 2020




Gross

Gross




Cash and





Amortized

Unrealized

Unrealized

Cash

Short-Term

Long-Term

Cost

Gains

Losses

Fair Value

Equivalents

Investments

Investments
Cash

$
116,107

$
—

$
—

$
116,107

$
116,107

$
—

$
—

Level 1:














Money market funds

23,611

—

—

23,611

23,611

—

—
Agency bonds

63,794

122

—

63,916

—

23,794

40,000
Treasury Bills

96,384

6

—

96,390

96,384

Subtotal

183,789

128

—

183,917

23,611

120,178

40,000

Level 2:

State and municipal obligations

77,130

25

(28)

77,127

—

66,519

10,611
Certificates of deposit

500

—

—

500

—

500

—
Corporate bonds

212,825

232

(100)

212,957

2,525

170,205

40,095
U.S. Treasury repurchase agreements

13,200

—

—

13,200

13,200

—

—
Treasury inflation-protected securities

3,291

16

—

3,307

—

3,291

Commercial paper

45,974

—

—

45,974

45,974

—
Subtotal

352,920

273

(128)

353,065

15,725

286,489

50,706
Total

$
652,816

$
401

$
(128)

$
653,089

155,443

406,667

90,706
Expected credit loss reserve

(3)

(142)

(25)
Total, net of reserve for expected credit losses

$
155,440

$
406,525

$
90,681

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 considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and recorded an additional reserve for credit loss of approximately $1.2 million as of September 30, 2021.

We review receivables for U.S. and international customers separately to better reflect different published credit default rates and economic and market conditions.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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):


	Nine Months Ended September 30, 2021						Three Months Ended March 31, 2022
		United States		Other countries		Total		United States		Other countries		Total
Balance, beginning of period	$	2,902	$	474	$	3,376	$	3,171	$	178	$	3,349
Provision for expected credit losses		687		11		698		57		171		228
Amounts written off charged against the allowance		(54)		-		(54)		(137)		-		(137)
Other, including dispositions and foreign currency translation		78		(5)		73
Other, including foreign currency translation								-		(2)		(2)
Balance, end of period	$	3,613	$	480	$	4,093	$	3,091	$	347	$	3,438

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the allowance for expected credit losses for each type of customer receivable was as follows (in thousands):


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Accounts receivable and notes receivable, current	$	2,425	$	2,105	$	2,424	$	2,203
Contract assets, net		1,409		794		891		1,010
Long-term notes receivable, net of current portion		259		477		123		136
Total allowance for expected credit losses on customer receivables	$	4,093	$	3,376	$	3,438	$	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, 2021 and December 31, 2020 (in thousands):~~

September 30, 2021

December 31, 2020
Raw materials

$
33,951

$
39,194
Finished goods

59,328

50,764
Total inventory

$
93,279

$
89,958

1512

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Inventory consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	42,452	$	38,267
Finished goods		79,698		70,421
Total inventory	$	122,150	$	108,688

Note 6 – Property and Equipment

Property and equipment consisted of the following (in thousands):


	Estimated					Estimated
	Useful Life	September 30, 2021		December 31, 2020		Useful Life	March 31, 2022		December 31, 2021
Land	N/A	$	54,868	$	57,052	N/A	$	54,868	$	54,868
Building and leasehold improvements	3-39 years		25,025		20,912	3-39 years		26,456		25,712
Production equipment	3-7 years		44,072		37,539	3-5 years		54,416		54,090
Computers, equipment and software	3-5 years		13,998		10,889	3-5 years		17,400		15,343
Furniture and office equipment	5-7 years		6,570		6,954	3-5 years		6,842		6,838
Vehicles	5 years		2,968		1,980	5 years		3,123		2,932
Website development costs	3 years		204		204	3 years		204		204
Capitalized internal-use software development costs	3-5 years		11,876		3,670	3-5 years		11,996		11,996
Construction-in-process	N/A		24,037		13,479	N/A		37,667		25,258
Total cost			183,618		152,679			212,972		197,241
Less: Accumulated depreciation			(54,810)		(47,185)			(63,467)		(58,784)
Property and equipment, net		$	128,808	$	105,494		$	149,505	$	138,457

~~During~~Construction-in-process includes $17.6 million and $12.4 million related to the ~~three months ended September 30,~~development of the new Company’s campus at March 31, 2022 and December 31, 2021, we completed an implementation of several phases of our Enterprise Resource Planning (“ERP”) system. Following the implementation, we placed $6.6 million of related software development cost assets into service.respectively.

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~~Accounting Standards Codification (“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 ~~one~~certain of our strategic investments, we have the ability to commit additional capital over time through warrants where the exercisability and exercise prices are conditional on the achievement of certain partnership performance metrics. During the three months ended March 31, 2022, we attained the performance metric for the first tranche of performance stock warrants for one of our strategic investees. The amount recorded on our condensed consolidated balance sheets represents the fair value of the preferred stock warrants as of ~~September 30, 2021.~~March 31, 2022.

1613

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables provide a roll-forward of the balance of strategic investments (in thousands):


	Nine Months Ended September 30, 2021						Three Months Ended March 31, 2022
	Strategic investments		Warrants for strategic investment		Total		Strategic investments		Warrants for strategic investment		Total
Balance, beginning of period	$	9,500	$	2,211	$	11,711	$	80,775	$	2,745	$	83,520
Investments		20,500		-		20,500		500		—		500
Observable price changes		40,321		534		40,855		41,893		28,539		70,432
Sales		(14,546)		-		(14,546)
Balance, end of period	$	55,775	$	2,745	$	58,520	$	123,168	$	31,284	$	154,452


	Inception to date
	Strategic investments		Warrants for strategic investment		Total
Investments	$	27,568	$	2,588	$	30,156
Observable price changes		42,753		157		42,910
Sales		(14,546)		-		(14,546)
Balance, end of period	$	55,775	$	2,745	$	58,520


	Inception to date
	Strategic investments		Warrants for strategic investment		Total
Investments	$	53,068	$	2,588	$	55,656
Observable price changes		84,646		28,696		113,342
Sales		(14,546)		—		(14,546)
Balance, end of period	$	123,168	$	31,284	$	154,452

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 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. Of the total observable price changes, we realized a~~warrants, resulting in an aggregate unrealized gain of ~~approximately $12.3 million on the sale of a portion of one of our existing investments.~~$70.4 million. The estimated fair value of the ~~retained~~ existing investments was calculated using valuation techniques that included both observable and unobservable inputs, and was lower than the issue per share of the new equity issued by the strategic ~~investee~~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.

Subsequent Events

On April 5, 2022, we exercised warrants in one of our strategic investees for a total exercise price of $6.6 million. We are still finalizing the accounting impact of the transaction, but preliminarily expect to recognize an increase of approximately $60.0 million to the carrying value of our strategic investments, which we would recognize in earnings during the quarter ending June 30, 2022.

On April 29, 2022, we made a $21.0 million non-controlling minority investment in preferred stock of Fusus, Inc. We were also issued a warrant that gives us the ability to purchase additional preferred stock and a call option to acquire the remaining outstanding equity at specified enterprise values.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note 8 - Other Long-Term Assets

Other long-term assets consisted of the following at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Cash surrender value of corporate-owned life insurance policies	$	4,996	$	4,654	$	4,912	$	5,276
Deferred commissions ⁽¹⁾		45,663		32,455		55,114		54,028
Restricted cash		58		62		56		57
Operating lease assets		24,732		22,308		23,242		23,270
Deferred implementation costs ⁽²⁾		4,132		—		3,697		3,915
Prepaid expenses, deposits and other ⁽³⁾		12,046		8,727		10,982		11,701
Total other long-term assets	$	91,627	$	68,206		98,003	$	98,247

(1)

Represents the incremental costs of obtaining contracts with customers, which consist primarily of sales commissions. These costs are ascribed to or allocated to the underlying performance obligations in the contracts and amortized consistent with the recognition timing of the revenue for the underlying performance obligations.

(2)

During the ~~three months~~year ended ~~September 30,~~December 31, 2021, we completed an implementation of several software-as-a-service applications supporting our internal operations. Following the implementation, we placed $4.3 million of deferred implementation costs assets related to these applications into service.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(3)~~

During the three months ended September 30, 2021, we recorded a government grant receivable totaling $0.9 million in connection with the Arizona Qualified Facility Tax Credit (“QFTC”). Of that amount, $0.1 million was deferred to the three months ending December 31, 2021. Because U.S. GAAP does not contain authoritative accounting standards on this topic, we determined it most appropriate to account for the QFTC by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the grant is initially recorded as other assets on the balance sheet and other income is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when we determine that grant assets are no longer contingent. As of September 30, 2021, approximately $0.5 million was recorded in other assets with the remainder recorded in prepaid expenses and other current assets on our condensed consolidated balance sheets.

Note 9 - Accrued Liabilities

Accrued liabilities consisted of the following at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Accrued salaries, benefits and bonus	$	59,559	$	36,892	$	33,242	$	62,425
Accrued professional, consulting and lobbying fees		5,282		3,055		6,982		7,152
Accrued warranty expense		1,363		769		1,504		2,822
Accrued income and other taxes		4,459		3,848		3,615		3,736
Accrued inventory in transit		6,316		4,597		8,910		9,945
Other accrued expenses		11,915		10,682		15,182		17,627
Accrued liabilities	$	88,894	$	59,843	$	69,435	$	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. ~~During the second quarter of 2021, an audit with the State of Illinois for our fiscal year 2018 state return commenced. Additionally, we~~We have been previously notified that an income tax audit may commence for Axon Public Safety Southeast Asia LLC, our entity in ~~Vietnam. The tax period~~Vietnam; however, there has ~~not yet~~ been ~~defined.~~

~~On March 11, 2021, the U.S. federal government enacted the American Rescue Plan Act. This act is an emergency economic stimulus package in response~~no movement to the COVID-19 pandemic, which, among other things, contains numerous income tax provisions. We are continuing to evaluate the implications of the American Rescue Plan Act, but its impact on the financial statements and related disclosures is not expected to be material.date.

Deferred Tax Assets

Net deferred income tax assets at ~~September 30, 2021,~~March 31, 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, 2021~~March 31, 2022 were ~~$104.0~~$108.5 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

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

As of ~~September 30, 2021, we have a three-year cumulative pre-tax loss in the U.S. for federal and state tax jurisdictions. Although this fact provides some negative evidence,~~March 31, 2022, management continues to believe the positive evidence from projected future earnings outweighs the negative evidence and a valuation allowance is not needed. ~~However,~~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 ~~Arizona,~~ and ~~California~~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 ~~$11.4~~$18.9 million as of ~~September 30, 2021.~~March 31, 2022. Should the unrecognized benefit of ~~$11.4~~$18.9 million be recognized, our effective tax rate would be favorably impacted. Approximately ~~$7.1~~$12.8 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~~three months ended ~~September 30, 2021,~~March 31, 2022, after discrete period adjustments, was ~~55.3%~~24.3%. Before discrete adjustments, the tax rate was ~~(11.8%)~~25.7%, 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)~~, partially offset by R&D~~ and an increase in valuation allowance and unrecognized tax ~~credits, on a projected pre-tax loss for the year.~~benefits. The effective tax rate was favorably impacted by a ~~$70.0~~$1.1 million discrete tax benefit primarily associated with windfalls related to stock-based compensation for restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Note 11 - Stockholders’ Equity

~~At-the-Market equity offering~~

During the three months ended September 30, 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 $105.6 million after deducting related expenses, including commissions to the sales agent of $1.6 million and issuance costs of $0.3 million.

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.

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

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 8 operational goals focused on revenue or 8 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 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.


	~~Eight Separate Adjusted EBITDA (CEO~~
~~Eight Separate~~ Revenue ~~Goals~~ Goal⁽¹⁾	~~Performance Award) Goals~~
(in thousands)	Achievement Status	Adjusted EBITDA (in thousands)	Achievement Status
Goal #1, $710,058	Achieved	Goal ~~#9,~~#1, $125,000	Achieved
Goal #2, $860,058	Achieved	Goal ~~#10,~~#2, $155,000	Achieved
Goal #3, $1,010,058	Probable	Goal ~~#11,~~#3, $175,000	Achieved
Goal #4, $1,210,058	Probable	Goal ~~#12,~~#4, $190,000	Achieved
Goal #5, $1,410,058	Not Applicable	Goal ~~#13,~~#5, $200,000	Achieved
Goal #6, $1,610,058	Not Applicable	Goal ~~#14,~~#6, $210,000	Achieved
Goal #7, $1,810,058	Not Applicable	Goal ~~#15,~~#7, $220,000	Achieved
Goal #8, $2,010,058	Not Applicable	Goal ~~#16,~~#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.

~~As of September 30, 2021, the following operational goals were achieved, with vesting of the related tranches pending certification by the Compensation Committee:~~

●

~~Adjusted EBITDA (CEO Performance Award) of $230 million; and~~

●

~~Total revenue of $860.1 million~~

~~As of September 30, 2021, the following operational goals were considered probable of achievement:~~

●

~~Total revenue of $1,010.1 million and $1,210.1 million~~

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~As of September 30, 2021, the following operational goals were previously achieved and the related tranches vested:~~

●

~~Adjusted EBITDA (CEO Performance Award) of $125.0 million, $155.0 million, $175 million, $190 million, $200 million, $210 million, and $220 million.~~

●

~~Total revenue of $710.1 million~~

Stock-based compensation expense associated with the CEO Performance Award is recognized over the ~~requisite service period, which is defined as the longest explicit, implicit or derived service period, based on management’s estimate~~longer of the ~~probability~~expected achievement period for each pair of market capitalization and ~~timing of the performance criteria being satisfied, adjusted at each balance sheet date. Expense recognition begins~~operational goals, beginning at the point in time when the relevant operational goal is considered probable of being met. The probability of ~~attaining~~meeting an operational goal and the expected ~~attainment date~~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~~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 ~~appropriate. The statistical model~~probable of achievement regardless of whether a market capitalization goal is actually achieved. Stock-based compensation represents a non-cash expense and ~~the assessment that determine the estimated attainment dates are subject to a number~~is recorded in sales, general, and administrative operating expense on our consolidated statements of ~~estimated inputs, including expected volatility rates, management’s forward-looking financial projections, in particular for operational goals that are anticipated to be attained in the near future,~~operations and ~~adjustment of other estimates based on the passage of time.~~comprehensive income.

The first ~~nine~~ten market capitalization goals have been achieved as of ~~September 30, 2021.~~March 31, 2022. As of ~~September 30, 2021, 4.2~~March 31, 2022, 5.3 million stock options have been certified by the Compensation Committee and vested. As twelve operational goals have been achieved or are considered probable of achievement, we recorded stock-based compensation expense of ~~$219.5~~$233.1 million related to the CEO Performance Award from the grant date through ~~September 30, 2021.~~March 31, 2022. The number of stock options that would vest related to the remaining unvested tranches is approximately ~~1.6~~1.1 million shares. As of ~~September 30, 2021,~~March 31,

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2022, we had ~~$26.5~~$12.8 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 ~~1.53 years.~~1.3 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. ~~During the three and nine months ended September 30, 2021 we granted an additional 8 thousand and 40 thousand XSUs, respectively.~~

The XSUs are grants of ~~RSUs,~~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 8 operational goals focused on revenue or 8 operational goals focused on Adjusted EBITDA (CEO Performance Award) have been met for the previous four 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.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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, 2021,~~March 31, 2022, actual shares outstanding exceeded the XSU ~~Maximum as a result of the common stock offering completed in June 2020.~~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 ~~eight~~nine market capitalization goals ~~had~~have been achieved as of ~~September 30, 2021, and the ninth~~March 31, 2022. The tenth market capitalization goal has not yet been attained, though the related operational goal was achieved ~~in October 2021. The first XSU tranche vested in March 2021, the second and third tranches vested in May 2021, and five tranches vested in~~as of September 30, 2021. As all twelve operational goals have been achieved or are considered probable of achievement, we recorded stock-based compensation expense of ~~$161.4~~$180.4 million related to the XSU awards from their respective grant dates through ~~September 30, 2021.~~March 31, 2022. The number of XSU awards that would vest related to the remaining ~~four~~three tranches is approximately ~~1.8~~1.3 million shares. As of ~~September 30, 2021,~~March 31, 2022, we had ~~$34.6~~$18.4 million of total unrecognized stock-based compensation expense, which will be recognized over a weighted-average period of ~~2.12~~1.8 years.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Restricted Stock Units

The following table summarizes RSU activity for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (number of units and aggregate intrinsic value in thousands):


	Number of	Weighted Average		Aggregate		Number of	Weighted Average		Aggregate
	Units	Grant-Date Fair Value		Intrinsic Value		Units	Grant-Date Fair Value		Intrinsic Value
Units outstanding, beginning of year	1,107	$	76.10			1,115	$	133.40
Granted	205		166.29			149		137.89
Released	(348)		55.16			(93)		76.70
Forfeited	(108)		96.25			(25)		136.92
Units outstanding, end of period	856		103.70	$	149,875	1,146		138.48	$	157,892

Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was ~~$175.02~~$137.73 per share, multiplied by the number of RSUs outstanding. As of ~~September 30, 2021,~~March 31, 2022, there was ~~$63.7~~$126.6 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 ~~2.14~~2.2 years. RSUs are released when vesting requirements are met.

Certain RSUs that vested in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 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 ~~fifty one~~4 thousand and had a value of ~~$8.5~~$0.5 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.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Performance Stock Units

The following table summarizes PSU activity, inclusive of XSUs, for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (number of units and aggregate intrinsic value in thousands):


	Number of	Weighted Average		Aggregate		Number of	Weighted Average		Aggregate
	Units	Grant-Date Fair Value		Intrinsic Value		Units	Grant-Date Fair Value		Intrinsic Value
Units outstanding, beginning of year	5,618	$	35.71			1,499	$	39.86
Granted	236		54.16			46		130.33
Released	(3,896)		36.50			(18)		128.52
Forfeited	(77)		38.46			(10)		53.93
Units outstanding, end of period	1,881		36.29	$	329,211	1,517		41.48	$	208,987

Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was ~~$175.02~~$137.73 per share, multiplied by the number of PSUs outstanding. As of ~~September 30, 2021,~~March 31, 2022, there was ~~$38.3~~$27.2 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 ~~2.10~~1.8 years. PSUs are released when vesting requirements are met.

As of ~~September 30, 2021,~~March 31, 2022, the performance criteria had been met for approximately ~~four~~17 thousand of the ~~1.9~~1.5 million PSUs outstanding.

On March 8, May 17, and September 9, 2021, the Compensation Committee of our Board of Directors approved waivers of the holding period requirements for each XSPP participant who is an Arizona resident and elected to receive XSUs in lieu of On-Target Earnings. This waiver releases the holding period requirements to allow participants the ability to choose to sell a portion of their vested shares to satisfy new income tax obligations pursuant to Arizona Proposition 208, which was passed in the November 2020 state-wide election. This waiver applied to approximately 4% of the XSUs for the impacted participants which vested on March 8, May 17 and September 9, 2021, amounting to approximately 99 thousand shares. The remainder of the shares not sold to satisfy tax obligations are subject to a 2.5 year minimum holding period. We accounted for this change as a Type I modification under ASC 718 since there was no impact on attainment of the operational or market capitalization goals. We recognized additional stock-based compensation expense of $1.9 million and $2.8 million for the three months and nine months ended September 30, 2021, respectively, because of this modification.

Certain PSUs that vested in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 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 ~~1.0 million~~6 thousand and had a value of $174.0 million on their respective vesting dates as determined by the closing stock price on such dates. Of this amount, approximately 0.9 million related to the release of tranches four through eight of the XSPP. 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.

2319

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

value of $0.8 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.

Stock Option Activity

The following table summarizes stock option activity for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 (number of units and aggregate intrinsic value in thousands):


				Weighted						Weighted
		Weighted		Average				Weighted		Average
	Number	Average		Remaining			Number	Average		Remaining
	of	Exercise		Contractual	Aggregate		of	Exercise		Contractual	Aggregate
	Options	Price		Life (years)	Intrinsic Value		Options	Price		Life (years)	Intrinsic Value
Options outstanding, beginning of year	6,366	$	28.58				2,438	$	28.58
Granted	—		—				—		—
Exercised	—		—				—		—
Expired / terminated	—		—				—		—
Options outstanding, end of period	6,366		28.58	6.41	$	932,216	2,438		28.58	5.91	$	266,103
Options exercisable, end of period	4,774		28.58	6.41		699,162	1,377		28.58	5.91		150,297

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 ~~$175.02~~$137.73 on ~~September 30, 2021.~~March 31, 2022. There were 0 options exercised for the ~~nine~~three months ended ~~September 30, 2021. The intrinsic value of options exercised for the nine months ended September 30, 2020 was $5.1 million.~~March 31, 2022. As of ~~September 30, 2021,~~March 31, 2022, total options outstanding included ~~1.6~~1.1 million unvested performance-based stock options, which relate to the CEO Performance Award and are probable of achievement. ~~In October and November 2021, approximately 0.9 million options were exercised under the CEO Performance Award.~~

Stock-based Compensation Expense

The following table summarizes the composition of stock-based compensation expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2021		2020		2021		2020			2022		2021
Cost of products sold and services delivered	$	1,112	$	744	$	4,439	$	2,170		$	1,108	$	1,489
Sales, general and administrative expenses		25,969		19,117		211,073		60,853	��		10,998		71,015
Research and development expenses		7,981		6,233		46,709		17,101			12,982		17,106
Total stock-based compensation expense	$	35,062	$	26,094	$	262,221	$	80,124		$	25,088	$	89,610

Stock Incentive Plan

In February 2019, our shareholders approved the 2019 Plan authorizing an additional 6.0 million shares, plus remaining available shares under prior plans, for issuance under the new plan. Combined with the legacy stock incentive plans, there are ~~1.6~~0.9 million shares available for grant as of March 31, 2022.

Stock Inducement Plan

In September ~~30, 2021.~~2019, our Board of Directors adopted the Axon Enterprise, Inc. 2019 Stock Inducement Plan (the “2019 Inducement Plan”) pursuant to which we reserved 500,000 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 2019 Inducement Plan are substantially similar to our stockholder-approved 2019 Plan. As of March 31, 2022, there were 29,600 shares available for grant under the 2019 Inducement Plan. On April 6, 2022, we

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

granted 29,507 shares from the 2019 Inducement Plan to new employees who joined the Company as a result of an acquisition.

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 ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 0 common shares were purchased under the program. As of ~~September 30, 2021,~~March 31, 2022, $16.3 million remains available under the plan for future purchases. Any future purchases will be discretionary.

24At-the-Market equity offering

~~Table~~During the year ended December 31, 2021, we sold 577,956 shares of ~~Contents~~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.

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 0 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, 2021,~~March 31, 2022, we had letters of credit outstanding of approximately ~~$6.1~~$6.3 million under the facility and available borrowing of ~~$43.9~~$43.7 million, excluding amounts available under the accordion feature. Advances under the line of credit bear interest at LIBOR 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.

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, 2021,~~March 31, 2022, our funded debt to EBITDA ratio was 0.00 to 1.00.

Note 13 - Commitments and Contingencies

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 23 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.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 enforcement action on January 3, 2020 regarding Axon’s May 2018 acquisition of Vievu LLC from Safariland LLC. The FTC alleges the merger was anticompetitive and adversely affected the body worn camera (“BWC”) and digital evidence management systems (“DEMS”) market for “large metropolitan police departments.” The administrative hearing is presently stayed pending Axon’s Supreme Court challenge (see below). If ultimately successful, the FTC may require Axon to divest Vievu and other assets or take other remedial measures, any of which could be material to Axon. We are vigorously defending the matter. At this time, we cannot predict the eventual scope, duration, or outcome of the proceeding and accordingly we have not recorded any liability in the accompanying consolidated financial statements.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Prior to the FTC’s enforcement action, Axon 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 Axon’s motion to stay the appellate mandate pending the filing of its petition for certiorari with the U.S. Supreme Court. ~~That petition was filed July 20, 2021 and is now fully briefed.~~On January 24, 2022, the Supreme Court granted Axon’s petition. Merits briefing will occur over the next several months with oral argument likely in October 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 the company.

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 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 theamount 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.

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Based on our assessment of outstanding litigation and claims as of ~~September 30, 2021,~~March 31, 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, 2021,~~March 31, 2022, we had outstanding letters of credit of ~~$6.1~~$6.3 million that are expected to expire in February and June ~~2022.~~of 2023. We also had outstanding letters of credit ~~and bank guarantees~~ of ~~$1.5~~$0.5 million that do not draw against our credit facility. The outstanding letters of credit are expected to expire in ~~March 2022 and~~ May ~~2022.~~2023. Additionally, we had $21.5 million of outstanding surety bonds at ~~September 30, 2021,~~March 31, 2022, with $3.5 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)


		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

Note 1415 - 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.

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

We also have a non-qualified deferred compensation plan for certain executives, employees and non-employee directors through which participants may elect to postpone the receipt and taxation of a portion of their compensation, including stock-based compensation, received from us. The non-qualified deferred compensation plan allows eligible participants to defer up to 80% of their base salary and up to 100% of other types of compensation. The plan also allows for matching and discretionary employer contributions. Employee deferrals are deemed 100% vested upon contribution. Distributions from the plan are made upon retirement, death, separation of service, specified date or upon the occurrence

Table of Contents

AXON ENTERPRISE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

of an unforeseeable emergency. Distributions can be paid in a variety of forms from lump sum to installments over a period of years. Participants in the plan are entitled to select from a wide variety of investments available under the plan and are allocated gains or losses based upon the performance of the investments selected by the participant. All gains or losses are allocated fully to plan participants and we do not guarantee a rate of return on deferred balances. Assets related to this plan consist of corporate-owned life insurance contracts and are included in other assets in the condensed consolidated balance sheets; see Note 8 for balances. Participants have no rights or claims with respect to any plan assets and any such assets are subject to the claims of our general creditors.

Contributions to the plans 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.~~Finland.

Our matching contributions for all defined contribution plans were ~~$1.7~~$3.1 million and ~~$1.3~~$2.1 million for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $5.6 million and $4.1 million for the nine months ended September 30, 2021 and 2020,~~ respectively.

Note 1516 - Segment Data

Our operations are comprised of 2 reportable segments: the ~~manufacture~~TASER segment and sale of CEDs, batteries, accessories, extended warranties and other products and services (the “TASER” segment); and the software and sensors business, 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 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." Our Chief Executive Officer, who is the CODM, is not provided asset information or sales, general, and administrative expense by segment.

Information relative to our reportable segments was as follows (in thousands):


	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020						Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
			Software and						Software and						Software and						Software and
	TASER		Sensors		Total		TASER		Sensors		Total		TASER		Sensors		Total		TASER		Sensors		Total
Net sales from products	$	118,569	$	47,234	$	165,803	$	83,517	$	36,574	$	120,091	$	111,154	$	65,050	$	176,204	$	97,302	$	43,584	$	140,886
Net sales from services		2,922		63,264		66,186		889		45,462		46,351		3,206		77,016		80,222		1,697		52,436		54,133
Net sales		121,491		110,498		231,989		84,406		82,036		166,442		114,360		142,066		256,426		98,999		96,020		195,019
Cost of product sales		41,554		29,782		71,336		31,297		26,501		57,798		40,625		38,727		79,352		32,945		25,671		58,616
Cost of service sales		0		16,086		16,086		0		10,404		10,404		0		21,335		21,335		0		13,050		13,050
Cost of sales		41,554		45,868		87,422		31,297		36,905		68,202		40,625		60,062		100,687		32,945		38,721		71,666
Gross margin	$	79,937	$	64,630	$	144,567	$	53,109	$	45,131	$	98,240	$	73,735	$	82,004	$	155,739	$	66,054	$	57,299	$	123,353

Research and development	$	10,476	$	31,906	$	42,382	$	3,355	$	25,891	$	29,246	$	9,896	$	38,520	$	48,416	$	9,243	$	37,775	$	47,018

~~Table of Contents~~

~~AXON ENTERPRISE, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Nine Months Ended September 30, 2021

Nine Months Ended September 30, 2020

Software and

Software and


TASER

Sensors

Total

TASER

Sensors

Total
Net sales from products

$
326,508

136,608

$
463,116

$
228,569

97,565

$
326,134
Net sales from services

6,510

176,177

182,687

2,222

126,507

128,729
Net sales

333,018

312,785

645,803

230,791

224,072

454,863
Cost of product sales

112,200

83,053

195,253

88,787

61,720

150,507
Cost of service sales

145

44,556

44,701

0

29,331

29,331
Cost of sales

112,345

127,609

239,954

88,787

91,051

179,838
Gross margin

$
220,673

$
185,176

$
405,849

$
142,004

$
133,021

$
275,025

Research and development

$
32,032

$
111,320

$
143,352

$
10,149

$
75,038

$
85,187

2824

Table of Contents

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, 2021,~~March 31, 2022, and results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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 ~~2020~~2021 Annual Report on Form 10-K filed with the SEC on February ~~26, 2021.~~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 ~~2020~~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 global network of devices, apps and people that helps public safety personnel become smarter and safer. With a mission of protecting life, our technologies give law enforcement the confidence, focus and time they need to protect their communities. Our products impact every aspect of a public safety officer’s day-to-day experience with the goal of helping everyone get home safe.

Our revenues for the three months ended ~~September 30, 2021~~March 31, 2022 were ~~$232.0~~$256.4 million, an increase of ~~$65.5~~$61.4 million, or ~~39.4%~~31.5%, from the comparable period in the prior year. We had income from operations of ~~$2.9~~$17.2 million compared to a loss of ~~$5.4~~$50.3 million for the same period in the prior year. Gross margin ~~improved~~dollars increased $32.4 million but decreased as a percentage of revenue compared to the three months ended ~~September 30, 2020,~~March 31, 2021, reflecting ~~strong demand for our premium TASER offerings~~higher freight and ~~manufacturing cost improvement.~~labor costs. Operating expenses ~~increased $38.0~~decreased $35.1 million, reflecting ~~an increase~~a decrease of ~~$8.0~~$64.1 million in stock-based compensation expense related to the CEO Performance Award and XSPP, ~~and~~ an increase of ~~$20.9~~$12.1 million in salaries, benefits and bonus expense, and increases in marketing, commissions, and travel expense. N~~For the three months ended September 30, 2021, we recorded net~~et income of ~~$48.5~~$54.9 million ~~which reflected an income tax benefit~~includes unrealized gains of ~~$51.2~~$70.4 million related to observable price changes for our existing investments and related warrants and an unrealized loss of ~~$6.7~~$14.6 million on marketable securities related to our investment in CLBT, compared to net loss of ~~$0.9~~$47.9 million for the comparable period in the prior year.

Our revenues for the nine months ended September 30, 2021 were $645.8 million, an increase of $190.9 million, or 42.0%, from the comparable period in the prior year. We had a loss from operations of $141.1 million compared to $19.9 million for the same period in the prior year. Gross margin improved compared to the nine months ended September 30, 2020 as a result of product mix, ~~reflecting strong demand for our premium TASER offerings and manufacturing cost improvement. Operating expenses increased $252.0 million, reflecting~~ ~~an increase of $170.1 million in stock-based compensation expense related to the CEO Performance Award and XSPP and an increase of $53.2 million in salaries, benefits, and bonus expense.~~ For the nine months ended September 30, 2021, we recorded a net loss of $46.5 million, which reflected an income tax benefit of $57.7 million and a gain of $40.9 million related to observable price changes for our investments in certain unconsolidated affiliates and related warrants, partially offset by an unrealized loss of $6.7 million on ~~marketable securities related to our investment in CLBT, compared to net loss of $27.6 million for the comparable period in the prior year.~~

Outlook

For the year ending December 31, ~~2021,~~2022, we expect revenue ~~in the range~~ of ~~$840 million~~approximately $1.05 billion to $850 million. This guidance reflects our expectation that approximately $30 million in TASER segment revenue previously expected to be recorded in the three months ending December 31, 2021 will shift into the first half of 2022 due to the delayed receipt of a manufacturing component for our TASER 7 devices.$1.1 billion. Our ~~expectation for~~anticipated capital expenditures of approximately ~~$65~~$135 million to ~~$70~~$160 million in ~~2021 remains unchanged.~~

~~Total Addressable Market~~

~~Axon has raised~~2022 remain consistent with our total addressable market (TAM) projections from $27.0 billion to $51.6 billion, reflecting a 91.1% increase. This update is largely based on introducing new products, selling into new customer segmentsprior expectations, and ~~adding sales channels to new geographic regions. Specifically, our two newest drivers of TAM growth are justice software and consumer safety.~~

~~Table of Contents~~

~~Justice:~~ ~~Axon’s expansion into justice software is a natural evolution~~include approximately $85 million for development of our ~~market-leading cloud-hosted digital evidence management software category. Specifically, we are developing software~~manufacturing facility and campus in Scottsdale, Arizona, approximately $40 million to ~~help prosecutors~~support capacity expansion and ~~defense attorneys streamline~~automation of TASER devices, and the ~~discovery process. Not only is~~remainder on additional investments to support our ~~goal to save attorneys time, but also to shorten the time people are jailed awaiting trial. We expect to share more in the coming months around product launch and customer announcements.~~

~~Consumer:~~ We see opportunity to create more effective and reliable personal protection for private individuals, and, thus, our consumer business is a growing area of investment. Our current market penetration in consumer is virtually nil. Historically, our law enforcement and consumer devices have relied upon separate platforms. To drive greater efficiency and reliability, our next generation consumer and law enforcement devices will leverage much of the same core technology. We also plan to offer personal safety solutions, including a consumer-focused smartphone app, and expect to share more details over the coming quarters.

~~COVID-19~~

continued growth.

The COVID-19 pandemic has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. As an essential provider of products and services for law enforcement and other first responders, we remain focused on protecting the health and wellbeing of our employees while assuring the continuity of our business operations.

We have taken a number of actions in response to the pandemic, as described in our Annual Report on Form 10-K. In April and May 2021, we hosted several onsite vaccination clinics for our employees and their family members. In September 2021, the U.S. federal government issued guidance on previously announced COVID-19 vaccination requirements for large U.S. employers. Consistent with this guidance, we announced in October 2021 that the federal vaccine mandate would require all of our U.S.-based employees and contractors to be vaccinated, without the provision of a regular testing alternative. Employees may request a reasonable accommodation for medical or religious reasons.

We elected to participate in the social security deferral program offered under the Coronavirus Aid, Relief, and Economic Security Act, whereby we deferred payment of the employer portion of all social security taxes that would otherwise have been payable from March 27, 2020 through December 31, 2020. Payment of the deferred amount is due 50% on December 31, 2021 and 50% on December 31, 2022.

3025

Table of Contents

Results of Operations

Three Months Ended ~~September 30, 2021~~March 31, 2022 Compared to the Three Months Ended ~~September 30, 2020~~March 31, 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,								Three Months Ended March 31,
	2021				2020				2022				2021
Net sales from products	$	165,803	71.5	%	$	120,091	72.2	%	$	176,204	68.7	%	$	140,886	72.2	%
Net sales from services		66,186	28.5			46,351	27.8			80,222	31.3			54,133	27.8
Net sales		231,989	100.0			166,442	100.0			256,426	100.0			195,019	100.0
Cost of product sales		71,336	30.7			57,798	34.7			79,352	31.0			58,616	30.1
Cost of service sales		16,086	6.9			10,404	6.3			21,335	8.3			13,050	6.7
Cost of sales		87,422	37.6			68,202	41.0			100,687	39.3			71,666	36.8
Gross margin		144,567	62.4			98,240	59.0			155,739	60.7			123,353	63.2
Operating expenses:
Sales, general and administrative		99,295	42.8			74,443	44.7			90,129	35.1			126,597	64.9
Research and development		42,382	18.3			29,246	17.6			48,416	18.9			47,018	24.1
Total operating expenses		141,677	61.1			103,689	62.3			138,545	54.0			173,615	89.0
Income (loss) from operations		2,890	1.3			(5,449)	(3.3)			17,194	6.7			(50,262)	(25.8)
Interest and other income (expense), net		(5,530)	(2.4)			2,040	1.3
Loss before provision for income taxes		(2,640)	(1.1)			(3,409)	(2.0)
Interest and other income, net										55,299	21.6			585	0.3
Income (loss) before provision for income taxes										72,493	28.3			(49,677)	(25.5)
Provision for (benefit from) income taxes		(51,164)	(22.0)			(2,536)	(1.5)			17,622	6.9			(1,760)	(0.9)
Net income (loss)	$	48,524	20.9	%	$	(873)	(0.5)	%	$	54,871	21.4	%	$	(47,917)	(24.6)	%

The following table presents our revenues disaggregated by geography (in thousands):


	Three Months Ended September 30,								Three Months Ended March 31,
	2021				2020				2022				2021
United States	$	192,756	83	%	$	143,380	86	%	$	214,214	84	%	$	160,386	82	%
Other countries		39,233	17			23,062	14			42,212	16			34,633	18
Total	$	231,989	100	%	$	166,442	100	%	$	256,426	100	%	$	195,019	100	%

International revenue increased compared to the prior year comparable period, driven primarily by increased sales in ~~the Americas and~~our Europe, ~~the~~ Middle East, and Africa (“EMEA”) ~~regions.~~region.

3126

Table of Contents

Net Sales

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


	Three Months Ended September 30,								Dollar		Percent		Three Months Ended March 31,								Dollar		Percent
	2021				2020				Change		Change		2022				2021				Change		Change
TASER segment:
TASER 7	$	50,641	21.8	%	$	21,702	13.0	%	$	28,939	133.3	%	$	50,066	19.5	%	$	33,991	17.5	%	$	16,075	47.3	%
TASER X26P		9,086	3.9			9,766	5.9			(680)	(7.0)			9,479	3.7			9,963	5.1			(484)	(4.9)
TASER X2		10,078	4.3			14,494	8.7			(4,416)	(30.5)			3,619	1.4			12,778	6.6			(9,159)	(71.7)
TASER Pulse		967	0.4			2,981	1.8			(2,014)	(67.6)
TASER Consumer devices														1,696	0.7			2,205	1.1			(509)	(23.1)
Cartridges		39,313	16.9			26,335	15.8			12,978	49.3			37,825	14.7			30,418	15.6			7,407	24.4
Axon Evidence and cloud services		2,711	1.2			692	0.4			2,019	291.8			3,017	1.2			1,396	0.7			1,621	116.1
Extended warranties		6,099	2.6			5,265	3.2			834	15.8			6,679	2.6			5,646	2.9			1,033	18.3
Other		2,596	1.3			3,171	1.9			(575)	(18.1)			1,979	0.8			2,602	1.3			(623)	(23.9)
Total TASER segment		121,491	52.4			84,406	50.7			37,085	43.9			114,360	44.6			98,999	50.8			15,361	15.5
Software and Sensors segment:
Axon Body		20,862	9.0			15,978	9.6			4,884	30.6			29,708	11.6			19,756	10.1			9,952	50.4
Axon Flex		1,488	0.6			1,589	1.0			(101)	(6.4)			1,329	0.5			905	0.5			424	46.9
Axon Fleet		6,063	2.6			4,215	2.5			1,848	43.8			13,820	5.4			3,763	1.9			10,057	267.3
Axon Dock		6,460	2.8			5,708	3.4			752	13.2			7,480	2.9			6,920	3.5			560	8.1
Axon Evidence and cloud services		63,272	27.3			45,450	27.3			17,822	39.2			79,939	31.2			52,294	26.9			27,645	52.9
Extended warranties		8,983	3.9			6,514	3.9			2,469	37.9			9,061	3.5			7,500	3.8			1,561	20.8
Other		3,370	1.4			2,582	1.6			788	30.5			729	0.3			4,882	2.5			(4,153)	(85.1)
Total Software and Sensors segment		110,498	47.6			82,036	49.3			28,462	34.7			142,066	55.4			96,020	49.2			46,046	48.0
Total net sales	$	231,989	100.0	%	$	166,442	100.0	%	$	65,547	39.4	%	$	256,426	100.0	%	$	195,019	100.0	%	$	61,407	31.5	%

Net unit sales for TASER segment products and Software and Sensors segment products were as follows:



	Three Months Ended September 30,		Unit	Percent	Three Months Ended March 31,		Unit	Percent
	2021	2020	Change	Change	2022	2021	Change	Change
TASER 7	36,350	15,908	20,442	128.5	31,395	23,360	8,035	34.4
TASER X26P	6,596	8,119	(1,523)	(18.8)	6,338	8,229	(1,891)	(23.0)
TASER X2	5,562	10,078	(4,516)	(44.8)	2,006	8,838	(6,832)	(77.3)
TASER Pulse	3,232	12,811	(9,579)	(74.8)
TASER Consumer devices					6,201	8,686	(2,485)	(28.6)
Cartridges	1,327,971	852,980	474,991	55.7	1,089,939	1,009,760	80,179	7.9
Axon Body	58,248	62,873	(4,625)	(7.4)	62,562	46,094	16,468	35.7
Axon Flex	3,390	3,175	215	6.8	3,127	1,565	1,562	99.8
Axon Fleet	2,753	2,396	357	14.9	5,747	1,440	4,307	299.1
Axon Dock	8,556	9,165	(609)	(6.6)	8,064	6,786	1,278	18.8

Net sales for the TASER segment increased ~~43.9%~~15.5% primarily due to an increase of ~~$28.9~~$16.1 million in TASER 7 devices and ~~$13.0~~$7.4 million in cartridge revenue. We continue to see a shift to purchases of our latest generation device, TASER 7, from legacy devices. ~~The increases in~~ TASER 7 revenue ~~and cartridge revenue were due to increased unit sales. Revenue~~ was ~~also~~ impacted by higher average selling prices ~~for TASER devices other than~~and an increase in unit sales. Sales of our TASER 7 ~~for which~~device also drove the increase in revenue from Axon Evidence and cloud services. Cartridge revenue was impacted by an increase in unit sales and by higher average selling ~~price remained stable.~~prices. Offsetting the increases were decreased unit sales for our legacy TASER devices and our consumer devices. ~~In May,~~During the three months ended March 31, 2022, we ~~began taking~~recognized $33.1 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 ~~new wireless~~ ~~Virtual Reality (VR) Simulator Training. While revenues for this product were less than $0.2 million during the period, future contracted revenues for VR products grew to over $20.0 million.~~TASER 7 devices.

Net sales for the Software and Sensors segment increased ~~34.7%~~48.0% during the three months ended ~~September 30, 2021~~March 31, 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 ~~$17.8~~$27.6 million. ~~Increases~~The $10.1 million increase in ~~the average selling price~~ ~~of our~~Axon Fleet revenue

3227

Table of Contents

Axon Body 3 camera drove the $5.6 million increase in Axon Body and Axon Dock revenue and were partially offset by a decrease in total Axon Body units. The increase in the aggregate number of users and devices also resulted in increased extended warranty revenues of $2.5 million. ~~The $1.8 million increase in Axon Fleet revenue~~ was primarily driven by higher unit sales, ~~as well as an increase in~~partially offset by lower average selling ~~price.~~prices. Our newest Fleet product, Axon Fleet 3, which includes automated license plate reader technology, began shipping on June 30, 2021. Increased unit sales of our Axon Body 3 camera drove the $10.5 million increase in Axon Body and Axon Dock revenue and were partially offset by a decrease in Axon Dock average selling prices. Other revenue in the Software and Sensors segment decreased $4.2 million, driven primarily by $2.9 million of contra-revenue during the current quarter related to a free trial program of third party products. During the three months ended March 31, 2022, we recognized $13.0 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, 2021,~~March 31, 2022, we had approximately ~~$2.39~~$2.97 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 five to seven 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 ~~$41.6~~$40.6 million for the three months ended ~~September 30, 2021~~March 31, 2022 from ~~$31.3~~$32.9 million for the same period in ~~2020,~~2021, primarily related to higher unit sales. Cost as a percentage of sales ~~decreased~~increased to ~~34.2%~~35.5% from ~~37.1%~~33.3%. The ~~improvement~~increase was ~~mainly~~primarily attributable to ~~a combination of~~higher freight and labor costs as well as increased manufacturing cost improvement and strong demand for our premium TASER offerings. We are building manufacturing capacity to support our TASER device and cartridge manufacturing lines in response to growing international and federal demand and an increased install base.

Investments in manufacturing capacity so far in 2021 have resulted in an approximately 40% capacity increase in TASER 7 propulsion module and cartridge line production capacity, combined with greater per-person efficiency that will generate over $1.0 million in gross cost annual run rate savings on the TASER 7. Across all products, manufacturing improvements have contributed over $4.0 million in gross cost savings in 2021. Segment gross margins mayoverhead costs. While we continue to ~~fluctuate~~adjust strategic inventory levels based on ~~customer~~areas of risk to mitigate potential supply disruptions, global supply conditions and ~~product mix. Additionally, we expect lower output during the three months ending December 31, 2021 due~~local closures related to the ~~TASER 7 component supply chain constraints discussed above.~~ COVID-19 pandemic could further impact our margins.

Within the Software and Sensors segment, cost of product and service sales increased to ~~$45.9~~$60.1 million for the three months ended ~~September 30, 2021~~March 31, 2022 from ~~$36.9~~$38.7 million for the same period in ~~2020.~~2021. Cost as a percentage of sales ~~decreased~~increased slightly to ~~41.5%~~42.3% from ~~45.0%~~40.3%. The increase was primarily driven by ~~the fulfillment of several large shipments of lower-margin body camera hardware to our largest customers during the prior year comparable period.~~

Although we have experienced supply chain disruptions relating to port constraints along with some increases in raw materials costs, we have remained focused on closely managing our supply chain to keep our gross margins predictable and our inventory levels steady while managing some short term raw materials impacts. We have also worked to mitigate some raw materials costs increases through supplier alignment, alternate sources, and product design changes. 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 disruptions to our customers. Supply remains dynamic and our supply chain is focused on mitigating risk and managing constraints within our control.mix.

Gross Margin

As a percentage of net sales, gross margin for the TASER segment ~~increased~~decreased to ~~65.8%~~64.5% from ~~62.9%~~66.7% for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The ~~increase~~decrease was a result of higher manufacturing ~~cost improvement~~ and ~~product mix, as discussed above.~~freight costs.

As a percentage of net sales, gross margin for the Software and Sensors segment ~~increased~~decreased to ~~58.5%~~57.7% from ~~55.0%~~59.7% for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Within the Software and Sensors segment, hardware gross margin was ~~36.9%~~40.5% for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~27.5%~~41.1% for the same period in ~~2020,~~2021, while the service margins were ~~74.6%~~72.3% and ~~77.1%~~75.1% during those same periods, respectively.

~~Table of Contents~~

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	Three Months Ended March 31,						Dollar		Percent
	2021			2020			Change		Change	2022			2021			Change		Change
Total sales, general and administrative expenses	$	99,295		$	74,443		$	24,852	33.4	$	90,129		$	126,597		$	(36,468)	(28.8)
Sales, general, and administrative as a percentage of net sales		42.8	%		44.7	%					35.1	%		64.9	%

Stock-based compensation expense ~~increased $6.9~~decreased $58.0 million in comparison to the prior year comparable period, which was attributable to ~~an increase~~a decrease of ~~$6.2~~$35.7 million in expense related to the CEO Performance Award and ~~an increase~~a decrease of ~~$1.2~~$25.3 million related to our XSPP. ~~Acceleration~~The decrease was attributable to the vesting of ten tranches of the CEO Performance Award and nine tranches of the XSPP in ~~the anticipated timing of attainment for the unvested probable tranches resulted in a $14.9 million increase to stock-based compensation~~2021, which have no remaining unrecognized expense. The ~~increase~~decrease was partially offset by ~~a decrease~~increased stock-based compensation expense due to increased headcount.

Table of ~~$4.2 million, for tranches that have vested and have no remaining unrecognized expense, primarily related to the CEO Performance Award.~~Contents

Salaries, benefits and bonus expense increased ~~$14.7~~$6.1 million primarily due to an increase in headcount and an increase in payroll taxes on a higher base of salaries and bonus expense. ~~Included in this~~Partially offsetting the increase was ~~$5.9~~a decrease of $1.4 million in ~~employer~~ payroll taxes related to the vesting of the ~~fourth through eighth tranches~~first tranche of our XSPP in ~~September 2021.~~March 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 ~~$4.9 million,~~$8.0 million. The increase was primarily driven by a ~~$2.3~~$3.6 million increase in commissions expense tied to higher revenues, $3.4 million increase in travel expenses, reflected a return to pre-pandemic spending levels as travel restrictions have eased and ~~by higher spending on content development, promotional videos, spending for new product launches,~~in-person meetings have resumed, and ~~advertising. Included in this~~an increase ~~was $1.2~~of $1.1 million related to trade shows, seminars, and ~~seminars, reflecting~~strategic meetings. Also impacting higher travel expense was increased ~~spending related to our VR roadshow, which began in June 2021, and other events which took place during the quarter.~~

~~Travel expenses increased $2.4 million, reflecting a return to pre-pandemic~~ travel ~~levels for certain of our employees.~~costs per trip.

Professional and consulting expenses ~~decreased $6.6~~increased $3.0 million in comparison to the prior year comparable ~~period. This included a decrease of $8.3 million in~~period, driven primarily by increased legal ~~expenses relating to the FTC litigation; a~~s discussed in Note 13 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q, we sued the FTC in the District of Arizona, and the FTC filed an enforcement action regarding our May 2018 acquisition of Vievu LLC. Offsetting the decrease in legal expenses was an increase in other professional and consulting ~~expenses of $1.1 million, including professional and consulting costs related to the implementation of several phases of our~~ expense. ~~enterprise resource planning and related systems.~~

Research and Development Expenses

Research and development ("R&D") expenses were comprised as follows (dollars in thousands):



	Three Months Ended September 30,						Dollar		Percent	Three Months Ended March 31,						Dollar		Percent
	2021			2020			Change		Change	2022			2021			Change		Change
Total research and development expenses	$	42,382		$	29,246		$	13,136	44.9	$	48,416		$	47,018		$	1,398	3.0
Research and development as a percentage of net sales		18.3	%		17.6	%					18.9	%		24.1	%

Within the TASER segment, R&D expense increased ~~$7.1~~$0.7 million ~~reflecting increased stock-based compensation expense, professional and consulting expenses and salaries, benefits and bonus expense~~ ~~in the current period.~~. An increase of ~~$2.4~~$1.4 million in salaries, benefits and bonus expense ~~reflects~~reflected higher headcount. ~~Professional~~Additionally, indirect manufacturing costs and ~~consulting expenses~~supplies increased ~~$1.8~~$0.9 million related to the development of next generation products. ~~Stock-based~~Fully offsetting these increases was a decrease in stock-based compensation expense ~~increased $1.3~~of $2.7 million, due ~~partially~~ to ~~updated attainment estimates~~the vesting of XSPP tranches during 2021, for ~~the unvested probable tranches.~~which there is no remaining unamortized expense.

R&D expense for the Software and Sensors segment increased ~~$6.0~~$0.7 million, reflecting an increase of ~~$3.9~~$4.6 million in salaries, benefits and bonus expense due to higher headcount. Partially offsetting the increase was a decrease in stock-based compensation expense of $3.4 million, due to the vesting of nine XSPP tranches during 2021, for which there is no remaining unamortized expense for the vested tranches. Professional and consulting expenses ~~increased $1.0~~

~~Table of Contents~~

also decreased $1.1 million, reflecting higher spending during the prior year comparable period related to the development of next generation products. ~~Stock-based compensation expense increased $0.5 million,~~ ~~due partially to~~ ~~updated attainment estimates~~ ~~for the unvested probable 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, ~~(Expense),~~ Net

Interest and other income, ~~(expense),~~ net was ~~an expense of $5.5~~$55.3 million for the three months ended ~~September 30, 2021~~March 31, 2022, compared to income of ~~$2.0~~$0.6 million for the same period in ~~2020.~~2021. During the ~~third~~first quarter of ~~2021, w~~e2022, we recorded an unrealized gain of $70.4 million related to observable price changes for our existing investments and related warrants, and a ~~$6.7~~$14.6 million unrealized loss on marketable securities related to our investment in CLBT. ~~The unrealized loss was partially offset by income of $0.8 million from a government grant~~.

Provision for Income Taxes

The provision for income taxes was ~~a benefit~~an expense of ~~$51.2~~$17.6 million for the three months ended ~~September 30, 2021,~~March 31, 2022, which was an effective tax rate of ~~1,938.4%~~24.3%. Our estimated full year effective income tax rate for ~~2021,~~2022, before discrete period adjustments, is ~~(11.8%)~~25.7%, 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)~~, partially offset by R&D~~ and an increase in

Table of Contents

valuation allowance and unrecognized tax ~~credits, on a projected pre-tax loss for the year.~~benefits. The effective tax rate was favorably impacted by a ~~$44.3~~$1.1 million discrete tax benefit primarily associated with windfalls related to stock-based compensation for RSUs and PSUs that vested during the three months ended ~~September 30, 2021.~~March 31, 2022.

Net Income

We recorded net income of ~~$48.5~~$54.9 million for the three months ended ~~September 30, 2021~~March 31, 2022 compared to net loss of ~~$0.9~~$47.9 million for the same period in ~~2020.~~ 2021. Net income per basic share was ~~$0.73 per basic share and $0.67 per diluted share~~$0.77 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$0.01~~$0.75 net loss per basic ~~and~~share for the same period in 2021. Net income per diluted share was $0.76 for the three months ended March 31, 2022 compared to $0.75 net loss per diluted share for the same period in ~~2020.~~2021.

~~Table of Contents~~

Three Months Ended ~~September 30, 2021~~March 31, 2022 Compared to the Three Months Ended ~~June 30,~~December 31, 2021

Net Sales

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


	Three Months Ended				Three Months Ended				Dollar		Percent		Three Months Ended				Three Months Ended				Dollar		Percent
	September 30, 2021				June 30, 2021				Change		Change		March 31, 2022				December 31, 2021				Change		Change
TASER segment:
TASER 7	$	50,641	21.8	%	$	28,128	12.9	%	$	22,513	80.0	%	$	50,066	19.5	%	$	23,146	10.6	%	$	26,920	116.3	%
TASER X26P		9,086	3.9			9,569	4.4			(483)	(5.0)			9,479	3.7			12,011	5.5			(2,532)	(21.1)
TASER X2		10,078	4.3			16,145	7.4			(6,067)	(37.6)			3,619	1.4			19,080	8.8			(15,461)	(81.0)
TASER Pulse		967	0.4			1,701	0.8			(734)	(43.2)
TASER Consumer devices														1,696	0.7			2,259	1.0			(563)	(24.9)
Cartridges		39,313	16.9			46,678	21.3			(7,365)	(15.8)			37,825	14.7			36,433	16.7			1,392	3.8
Axon Evidence and cloud services		2,711	1.2			1,702	0.8			1,009	59.3			3,017	1.2			3,350	1.5			(333)	(9.9)
Extended warranties		6,099	2.6			5,857	2.7			242	4.1			6,679	2.6			6,523	3.0			156	2.4
Other		2,596	1.1			2,748	1.2			(152)	(5.5)			1,979	0.8			1,107	0.7			872	78.8
TASER segment		121,491	52.2			112,528	51.5			8,963	8.0			114,360	44.6			103,909	47.8			10,451	10.1
Software and Sensors segment:
Axon Body		20,862	9.0			19,927	9.1			935	4.7			29,708	11.6			14,939	6.9			14,769	98.9
Axon Flex		1,488	0.6			1,088	0.5			400	36.8			1,329	0.5			674	0.3			655	97.2
Axon Fleet		6,063	2.6			5,247	2.4			816	15.6			13,820	5.4			9,246	4.2			4,574	49.5
Axon Dock		6,460	2.8			5,509	2.5			951	17.3			7,480	2.9			5,552	2.5			1,928	34.7
Axon Evidence and cloud services		63,272	27.3			60,367	27.6			2,905	4.8			79,939	31.2			70,072	32.2			9,867	14.1
Extended warranties		8,983	3.9			8,149	3.7			834	10.2			9,061	3.5			9,054	4.2			7	0.1
Other		3,370	1.6			5,980	2.7			(2,610)	(43.6)			729	0.3			4,132	1.9			(3,403)	(82.4)
Software and Sensors segment		110,498	47.8			106,267	48.5			4,231	4.0			142,066	55.4			113,669	52.2			28,397	25.0
Total net sales	$	231,989	100.0	%	$	218,795	100.0	%	$	13,194	6.0	%	$	256,426	100.0	%	$	217,578	100.0	%	$	38,848	17.9	%

Table of Contents

Net unit sales for TASER segment products and Software and Sensors segment products were as follows:


	Three Months Ended					Three Months Ended
			Unit	Percent				Unit	Percent
	September 30, 2021	June 30, 2021	Change	Change		March 31, 2022	December 31, 2021	Change	Change
TASER 7	36,350	17,711	18,639	105.2	%	31,395	12,927	18,468	142.9	%
TASER X26P	6,596	7,012	(416)	(5.9)	%	6,338	8,246	(1,908)	(23.1)	%
TASER X2	5,562	9,788	(4,226)	(43.2)	%	2,006	14,432	(12,426)	(86.1)	%
TASER Pulse	3,232	6,307	(3,075)	(48.8)	%
TASER Consumer devices						6,201	8,733	(2,532)	(29.0)	%
Cartridges	1,327,971	1,413,329	(85,358)	(6.0)	%	1,089,939	1,194,867	(104,928)	(8.8)	%
Axon Body	58,248	45,572	12,676	27.8	%	62,562	31,749	30,813	97.1	%
Axon Flex	3,390	1,846	1,544	83.6	%	3,127	1,027	2,100	204.5	%
Axon Fleet	2,753	2,462	291	11.8	%	5,747	4,609	1,138	24.7	%
Axon Dock	8,556	5,283	3,273	62.0	%	8,064	4,959	3,105	62.6	%

Net sales within the TASER segment increased by approximately ~~$9.0~~$10.5 million or ~~8.0%~~10.1% as compared to the prior quarter, primarily due to an increase of ~~$22.5~~$26.9 million in TASER 7 revenue ~~and~~as a result of higher unit sales, partially offset by lower average selling prices. The increase in TASER segment revenue was partially offset by a net decrease in revenue from other TASER devices of ~~$7.3~~$18.6 million as a result of ~~lower~~fewer units sold. Cartridge revenue ~~also decreased on both lower units sold and lower~~increased by $1.4 million due to higher average selling prices, partially offset by decreased units sold. During the three months ended March 31, 2022, we recognized $33.0 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 ~~mix~~delayed receipt of ~~cartridge types sold during the period. The increase in~~a manufacturing component for our TASER 7 ~~units was partially offset by lower average selling prices.~~devices.

Within the Software and Sensors segment, net sales increased ~~$4.2~~$28.4 million or ~~4.0%~~25.0% during the three months ended ~~September 30, 2021~~March 31, 2022 compared to the prior ~~quarter.~~quarter, primarily due to an increase of $14.8 million in Axon Body revenue as a result of higher average selling price offset by fewer units sold. The increase in the aggregate number of users resulted in increased Axon Evidence revenue of ~~$2.9~~$9.9 million. Axon Fleet revenue increased $4.6 million due to higher average selling prices and increased units sold. Axon Dock revenue increased ~~$1.0~~$1.9 million ~~while Axon Fleet revenue increased $0.8 million, both primarily~~ driven by an increase in the number of units ~~sold.~~sold, offset by lower average selling prices. Partially offsetting the increases was a

~~Table of Contents~~

decrease of ~~$2.7~~$3.4 million in other revenues ~~attributable to decreased sales of TASER Cam, Interview Room, and Signal Sidearm.~~

~~Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020~~

Nine Months Ended September 30,

2021


2020

Net sales from products

$
463,116

71.7
%

$
326,134

71.7
%
Net sales from services

182,687

28.3

128,729

28.3

Net sales

645,803

100.0

454,863

100.0

Cost of product sales

195,253

30.2

150,507

33.1

Cost of service sales

44,701

6.9

29,331

6.4

Cost of sales

239,954

37.1

179,838

39.5

Gross margin

405,849

62.9

275,025

60.5

Operating expenses:



Sales, general and administrative

403,554

62.5

209,763

46.1

Research and development

143,352

22.2

85,187

18.7

Total operating expenses

546,906

84.7

294,950

64.8

Loss from operations

(141,057)

(21.8)

(19,925)

(4.3)

Interest and other income, net

36,896

5.7

4,594

1.0

Loss before provision for income taxes

(104,161)

(16.1)

(15,331)

(3.4)

Provision for (benefit from) income taxes

(57,651)

(8.9)

12,227

2.7

Net loss

$
(46,510)

(7.2)
%

$
(27,558)

(6.1)
%

~~The following table presents our revenues disaggregated by geography (in thousands):~~

Nine Months Ended September 30,

2021

2020

United States

$
518,050

80
%

$
368,390

81
%
Other Countries

127,753

20

86,473

19

Total

$
645,803

100
%

$
454,863

100
%

~~International revenue increased compared to the prior year comparable period, driven primarily by increased sales in the Americas and EMEA regions.~~

~~Table of Contents~~

~~Net Sales~~

~~Net sales by~~across multiple smaller product ~~line were as follows (dollars in thousands):~~

Nine Months Ended September 30,

Dollar

Percent

2021

2020

Change

Change

TASER segment:
















TASER 7

$
112,760

17.5
%
$
48,616

10.7
%
$
64,144

131.9
%
TASER X26P

28,618

4.4

30,338

6.7

(1,720)

(5.7)

TASER X2

39,001

6.0

45,401

10.0

(6,400)

(14.1)

TASER Pulse

4,873

0.8

6,374

1.4

(1,501)

(23.5)

Cartridges

116,409

18.0

76,732

16.8

39,677

51.7

Axon Evidence and cloud services

5,809

0.9

1,776

0.4

4,033

227.1

Extended warranties

17,602

2.7

15,340

3.4

2,262

14.7

Other

7,946

1.3

6,214

1.3

1,732

27.9

TASER segment

333,018

51.6

230,791

50.7

102,227

44.3

Software and Sensors segment:





Axon Body

60,545

9.4

40,645

8.9

19,900

49.0

Axon Flex

3,481

0.5

3,452

0.8

29

0.8

Axon Fleet

15,073

2.3

13,088

2.9

1,985

15.2

Axon Dock

18,889

2.9

14,714

3.2

4,175

28.4

Axon Evidence and cloud services

175,933

27.2

126,495

27.8

49,438

39.1

Extended warranties

24,632

3.8

17,707

3.9

6,925

39.1

Other

14,232

2.3

7,971

1.8

6,261

78.5

Software and Sensors segment

312,785

48.4

224,072

49.3

88,713

39.6

Total net sales

$
645,803

100.0
%
$
454,863

100.0
%
$
190,940

42.0
%

~~Net unit sales for TASER segment products and Software and Sensors segment products were as follows:~~

Nine Months Ended September 30,

Unit

Percent


2021

2020

Change

Change
TASER 7

77,421

36,352

41,069

113.0
%
TASER X26P

21,837

26,780

(4,943)

(18.5)
%
TASER X2

24,188

33,656

(9,468)

(28.1)
%
TASER Pulse

18,225

21,501

(3,276)

(15.2)
%
Cartridges

3,751,060

2,441,612

1,309,448

53.6
%
Axon Body

149,914

137,803

12,111

8.8
%
Axon Flex

6,801

8,213

(1,412)

(17.2)
%
Axon Fleet

6,655

7,399

(744)

(10.1)
%
Axon Dock

20,625

19,096

1,529

8.0
%

Net sales for the TASER segment increased $102.3 million, or 44.3%, primarily due to a net increase of $54.5 million in TASER device sales and an increase of $39.7 million in cartridge revenue. We continue to see a shift to purchases of our latest generation device, TASER 7, from legacy devices. Revenue was also impacted by higher average selling prices for TASER devices other than TASER Pulse. The increase in cartridge revenue was primarily due to increased unit sales. The increase in Axon Evidence revenue of $4.0 million was primarily attributable to an increase in the aggregate number of TASER 7 users.

~~Net sales for~~offerings within the Software and Sensors ~~segment increased $88.7 million, or 39.6%, during~~segment. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we recognized $13.0 million for orders that were scheduled to ship prior to December 31, 2021, ~~as we continued~~but could not be fulfilled due to ~~add users and associated devices to our network. The increase in the aggregate~~

~~Table of Contents~~

~~number of users resulted in increased Axon Evidence revenue of $49.4 million.~~ ~~Sales of~~supply chain constraints for our Axon Body 3 camera drove most of the $19.9 million increase in Axon Body revenue and the $4.2 million increase in Axon Dock revenue. The increase in the aggregate number of users and devices also resulted in increased extended warranty revenues of $6.9 million.devices. ~~The increase of $6.2 million in other revenue was primarily driven by higher sales of Signal Sidearm, TASER Cam, and Interview Room.~~

~~Cost of Product and Service Sales~~

Within the TASER segment, cost of product sales increased to $112.3 million for the nine months ended September 30, 2021 from $88.8 million for the same period in 2020. Cost as a percentage of sales decreased to 33.7% from 38.5%. The improvement was primarily attributable to a combination of manufacturing cost improvement and strong demand for our premium TASER offerings, which resulted in a favorable product mix. We are building manufacturing capacity to support our TASER device and cartridge manufacturing lines in response to growing international and federal demand and an increased install base.

Within the Software and Sensors segment, cost of product and service sales increased to $127.6 million for the nine months ended September 30, 2021 from $91.1 million for the same period in 2020. Cost as a percentage of sales increased to 40.8% from 40.6%. Cost of product sales increased $21.3 million, however decreased as a percentage of sales primarily as a result of product mix. Cost of service sales increased $15.2 million, and increased as a percentage of sales. We are investing in scaling our cloud business, which includes standing up new cloud environments, cloud applications, and Long-Term Evolution (“LTE”) costs, which can result in some margin compression in advance of anticipated revenue, as well as 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 increased to 66.3% from 61.5% for the nine months ended September 30, 2021 and 2020, respectively. The increase was a result of manufacturing cost improvement and product mix, as discussed above.

As a percentage of net sales, gross margin for the Software and Sensors segment decreased slightly to 59.2% from 59.4% for the nine months ended September 30, 2021 and 2020, respectively. Within the Software and Sensors segment, hardware gross margin was 39.2% for the nine months ended September 30, 2021 compared to 36.7% for the same period in 2020, while the service margins were 74.7% and 76.8% 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


2021

2020

Change

Change
Total sales, general and administrative expenses

$
403,554

$
209,763

$
193,791

92.4
%
SG&A expenses as a percentage of net sales

62.5
%

46.1
%

Stock-based compensation expense increased $150.2 million in comparison to the prior year comparable period, which was attributable to an increase of $93.5 million in expense related to the CEO Performance Award and an increase of $59.5 million related to our XSPP, which were primarily attributable to a~~cceleration in the anticipated timing of attainment for the remaining probable tranches.~~ ~~Stock-based compensation expense also increased over the prior year comparable period due to an increase in headcount.~~

Salaries, benefits and bonus expense increased $36.2 million primarily due to an increase in headcount. Included in this increase was $9.2 million in employer payroll taxes related to the vesting of eight tranches of our XSPP in March, May, and September 2021.

~~Table of Contents~~

Sales and marketing expenses increased $14.3 million, driven by a $8.7 million increase in commissions expense tied to higher revenues and by higher spending on content development, promotional videos, new product launches, and advertising.

~~Professional, consulting and lobbying expenses decreased $13.6 million, driven by a $17.9 million decrease in expenses relating to the FTC litigation.~~ ~~Offsetting the decrease in legal expenses was an increase in other professional and consulting expenses for costs related to the implementation of several phases of our~~ ~~enterprise resource planning and related systems.~~

~~Research and Development Expenses~~

~~Research and development ("R&D") expenses were comprised as follows (dollars in thousands):~~

Nine Months Ended September 30,

Dollar

Percent


2021

2020

Change

Change
Total research and development expenses

$
143,352

$
85,187

$
58,165

68.3
%
R&D expenses as a percentage of net sales

22.2
%

18.7
%

~~Within the TASER segment, R&D expense increased $21.9 million,~~ ~~reflecting increased stock-based compensation expense, salaries, benefits and bonus expense, and~~ professional and consulting expenses in the current period. The increase of $9.6 million in stock-based compensation expense related primarily to acceleration in the anticipated timing of attainment for the remaining probable tranches of our XSPP and to attainment of other PSU awards. Salaries, benefits and bonus expense increased $5.0 million on higher headcount, and professional and consulting expenses increased $5.2 million related to the development of next generation products.

R&D expense for the Software and Sensors segment increased $36.3 million, reflecting an increase of $20.0 million in stock-based compensation expense, an increase of $12.0 million in salaries, benefits and bonus expense, and an increase of $2.5 million in professional and consulting expenses. The majority of the increase in stock-based compensation expense was attributable to our XSPP and was due to a~~cceleration in the anticipated timing of attainment for the remaining probable tranches.~~ ~~Stock-based compensation expense also increased over the prior year comparable period due to an increase in headcount.~~ The increase in salaries, benefits and bonus was primarily a result of increased headcount. The increase in professional and consulting expenses was attributable to development of next generation products.

~~Interest and Other Income (Expense), Net~~

Interest and other income, net was $36.9 million for the nine months ended September 30, 2021 compared to $4.6 million for the same period in 2020. 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. The increase in other income was partially offset by a decrease in interest income attributable to decreased interest rates on investments during the current period.

~~We recorded a~~ ~~$6.7 million unrealized loss on marketable securities related to our investment in CLBT. The unrealized loss was partially offset by income of $0.8 million from a government grant.~~

~~Provision for Income Taxes~~

The provision for income taxes was a benefit of $57.7 million for the nine months ended September 30, 2021, which was an effective tax rate of 55.3%. Our estimated full year effective income tax rate for 2021, before discrete period

~~Table of Contents~~

adjustments, is (11.8%), which differs from the federal statutory rate primarily due to the impact of the executive compensation limitation under IRC Section 162(m), partially offset by R&D tax credits, on a projected pre-tax loss for the year. The effective tax rate was favorably impacted by a $70.0 million discrete tax benefit primarily associated with windfalls related to stock-based compensation for RSUs and PSUs that vested during the nine months ended September 30, 2021.

~~Net Income~~

Our net income decreased by $19.0 million to a net loss of $46.5 million for the nine months ended September 30, 2021 compared to net loss of $27.6 million for the same period in 2020. Net loss per basic and diluted share was $0.71 for the nine months ended September 30, 2021 compared to $0.45 net loss per basic and diluted share for the same period in 2020.

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.

Table of Contents

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

●

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.

~~Table of Contents~~

EBITDA and Adjusted EBITDA (CEO Performance Award) reconciles to net income (loss) as follows (in thousands):


	Three Months Ended						Nine Months Ended				Three Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,		March 31,		December 31,		March 31,
	2021		2021		2020		2021		2020		2022		2021		2021
Net income (loss)	$	48,524	$	(47,117)	$	(873)	$	(46,510)	$	(27,558)	$	54,871	$	(13,508)	$	(47,917)
Depreciation and amortization		4,838		4,291		3,133		13,420		8,944		5,755		5,274		4,291
Interest expense		5		17		32		27		44		8		1		5
Investment interest income		(123)		(502)		(965)		(1,158)		(3,157)
Investment interest (income) loss												346		(353)		(533)
Provision for (benefit from) income taxes		(51,164)		(4,727)		(2,536)		(57,651)		12,227		17,622		(23,706)		(1,760)
EBITDA	$	2,080	$	(48,038)	$	(1,209)	$	(91,872)	$	(9,500)	$	78,602	$	(32,292)	$	(45,914)

Adjustments:
Stock-based compensation expense		35,062		137,549		26,094		262,221		80,124		25,088		41,110		89,610
Adjusted EBITDA (CEO Performance Award)	$	37,142	$	89,511	$	24,885	$	170,349	$	70,624	$	103,690	$	8,818	$	43,696

Liquidity and Capital Resources

Summary

As of ~~September 30, 2021,~~March 31, 2022, we had ~~$281.7~~$386.4 million of cash and cash equivalents, an increase of ~~$126.3~~$30.0 million as compared to December 31, ~~2020.~~2021. Cash and cash equivalents and investments totaled ~~$631.0~~$424.1 million, representing ~~a decrease~~an increase of ~~$21.6~~$22.0 million from December 31, ~~2020.~~2021.

Our ongoing sources of cash include cash on hand, investments, and cash flows from operations. Restricted cash balance of ~~$0.1~~$2.1 million primarily ~~consists of~~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 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 LIBOR 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, 2021,~~March 31, 2022, we had letters of credit outstanding of ~~$6.1~~$6.3 million, leaving the net amount available for borrowing of ~~$43.9~~$43.7 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

Table of Contents

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, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were no borrowings under the line other than the outstanding letters of credit.

Our agreement with the bank requires us to comply with a maximum funded debt to EBITDA ratio, as defined, of no greater than 2.50 to 1.00 based upon a trailing four fiscal quarter period. At ~~September 30, 2021,~~March 31, 2022, our funded debt to EBITDA ratio was 0.00 to 1.00.

TASER subscription and installment purchase arrangements typically involve amounts invoiced in five equal installments at the beginning of each year of the five-year term. This is in contrast to a traditional CED sale in which the entire amount being charged for the hardware is invoiced upon shipment. This impacts liquidity in a commensurate fashion, with the cash for the subscription or installment purchase received in five annual installments rather than up front. It is our strategic intent to shift an increasing amount of our business to a subscription model, to better match the municipal budgeting process of our customers as well as to allow for multiple product offerings to be bundled into existing subscriptions. We carefully considered the cash flow impacts of this strategic shift and regularly revisit our cash flow forecast with the goal of maintaining a comfortable level of liquidity as we introduce commercial offerings in which we incur upfront cash costs to produce and fulfill hardware sales ahead of the cash inflows from our customers.

~~Table of Contents~~

Based on our strong balance sheet and the fact that we do not have long-term debt at ~~September 30, 2021,~~March 31, 2022, we believe financing will be available, both through our existing credit line and possible additional financing. However, there is no assurance that such funding will be available on terms acceptable to us, or at all. 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 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,				Three Months Ended March 31,
	2021		2020		2022		2021
Operating activities	$	111,564	$	4,163	$	43,964	$	60,939
Investing activities		93,412		(300,294)		(10,348)		(54,123)
Financing activities		(76,902)		300,188		(1,459)		(7,045)
Effect of exchange rate changes on cash and cash equivalents		(1,827)		(303)		(157)		(392)
Net increase in cash and cash equivalents and restricted cash	$	126,247	$	3,754
Net increase (decrease) in cash and cash equivalents and restricted cash					$	32,000	$	(621)

Operating activities

Net cash provided by operating activities in the first ~~nine~~three months of ~~2021~~2022 of ~~$111.6~~$44.0 million reflects ~~$46.5~~net income of $54.9 million, ~~in net loss,~~ non-cash income statement items totaling ~~$192.1~~$3.5 million, and a ~~use~~decrease of ~~cash of $34.1~~$7.4 million for the net change in operating assets and liabilities. Included in the non-cash items were ~~$13.4~~$25.1 million in stock-based compensation expense, a decrease of $18.0 million in deferred tax assets, net, $5.8 million in depreciation and amortization expense, ~~$262.2 million in stock-based compensation expense~~ and a ~~$40.9~~$70.4 million gain on the change in fair value of strategic investments, offset by an unrealized loss of ~~$6.7~~$14.6 million on marketable securities. Cash provided by operations was impacted by increased deferred revenue of ~~$87.6~~$16.0 million, which was primarily attributable to increased sales. ~~This increase was offset by increased~~Additionally, accounts and notes receivable and contract assets decreased by $7.5 million, primarily as a result of ~~$118.1~~improved collection timing. Offsetting this activity was an increase of $14.3 million ~~and increased~~in inventory, an increase in prepaid expenses and other assets of ~~$28.9~~$7.1 million, and a decrease in accounts payable, accrued and other liabilities of $9.6 million. The increase in ~~accounts and notes receivable and contract assets~~inventory was primarily driven by ~~increased sales.~~the proactive buildup required to meet future demand. 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,~~the timing of payments and an increase in ~~income tax receivable as compared to~~

Table of Contents

deferred cost of goods sold. The decrease in accounts payable, accrued and other liabilities was driven primarily by the ~~prior year end~~.timing of the annual bonus payout.

Net cash provided by operating activities in the first ~~nine~~three months of ~~2020~~2021 of ~~$4.2~~$60.9 million reflects ~~$27.6~~$47.9 million in net loss, non-cash income statement items totaling ~~$85.0~~$95.8 million, and a ~~use~~positive impact of ~~cash of $53.3~~$13.0 million for the net change in operating assets and liabilities. Included in the non-cash items were ~~$8.9~~$4.3 million in depreciation and amortization expense ~~$80.1~~and $89.6 million in stock-based compensation ~~expense, and a $11.7 million increase in deferred tax assets, net.~~expense. Cash ~~used in~~provided by operations was primarily driven by increased inventory of $59.4 million, as we proactively built up a safety stock of inventory to help meet strong product demand while also preparing us to stagger factory work schedules. Also contributing to the use of cash were increaseddecreased accounts and notes receivable and contract assets of ~~$48.6~~$31.3 million ~~which~~and increased deferred revenue of $6.2 million. The decrease in accounts and notes receivable and contract assets was primarily attributable to timing of payments received, as well as an overall increase in subscription sales. Cash provided by operations was partially offset by increased ~~sales over the last several quarters, primarily sales made under subscription plans. Partially offsetting the uses~~prepaid expenses and other assets of ~~cash were increases in~~$7.0 million and decreased accounts payable, accrued liabilities and other liabilities of ~~$25.4 million, and in deferred revenue of $34.1~~$18.1 million. The ~~increase in~~decrease of accounts payable, accrued liabilities and other liabilities was primarily attributable to accruals for professional services, inventory in transit, and taxes. The increase in deferred revenue was primarily attributable to increased hardware deferred revenue from TASER subscription sales, partially offsetdriven by a ~~decrease in prepayments for Software~~reduction of accrued commissions due to decreased bookings as compared to the quarter ended December 31, 2020 and ~~Sensors services.~~timing of inventory purchases.

Investing activities

~~Net cash provided by~~We used $10.3 million in investing activities ~~was $93.4 million~~ during the first ~~nine~~three months of ~~2021.~~2022. Cash inflows from investing activities included proceeds ~~net~~from available-for-sale investments of ~~purchases, from held-to-maturity investments and marketable securities~~

~~Table of Contents~~

~~of $136.7 million, and $14.5 million of proceeds from the sale of a portion of one of our existing strategic investments.~~$7.2 million. The inflows were ~~partially~~ offset by ~~outflows of $20.5~~$17.1 million for ~~new or incremental~~the purchase of property and equipment and $0.5 million for a strategic minority investment.

We used $54.1 million in investing activities during the first three months of 2021, which was comprised of $23.6 million for the purchase of investments, net of proceeds, $20.0 million for a strategic minority investment, and ~~$36.7~~$10.6 million for the purchase of property and equipment and intangible assets.

We used $300.3 million in investing activities during the first nine months of 2020, which was comprised of $229.5 million for the purchase of investments, net of proceeds, $66.0 million for the purchase of property and equipment and intangible assets, and $4.7 million for an equity investment in an unconsolidated affiliate.

Financing activities

Net cash used in financing activities was ~~$76.9~~$1.5 million during the first ~~nine~~three months of ~~2021~~2022 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.~~period.

Net cash ~~provided by~~used in financing activities was ~~$300.2~~$7.0 million during the first ~~nine~~three months of ~~2020. During~~2021 and was attributable to the first nine months of 2020, we completed an equity offering that generated net proceeds of $306.8 million and received proceeds from options exercised of $0.3 million; the proceeds were partially offset by paymentspayment of income and payroll taxes ~~of $6.9 million~~ on behalf of employees who net-settled stock awards during the period.

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

~~We have identified the following accounting estimates as critical to our business operations~~Our management’s discussion and ~~the understanding~~analysis of our financial condition and results of ~~operations.~~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 ~~amount~~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. Due to the ongoing COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of assets or liabilities ~~the disclosure~~as of ~~contingent assets and liabilities at~~May 10, 2022, the date of ~~our unaudited condensed consolidated financial statements,~~issuance of this Quarterly Report on Form 10-Q. These estimates and ~~the reported amounts of revenue and expenses during the reporting period. While we do not believe that a~~assumptions may change in ~~these estimates~~the future, however, as new events occur and additional information is ~~reasonably likely, there can be no assurance that our~~obtained. Our actual results ~~will not~~could differ from these estimates. ~~The effect of these estimates on our business operations are discussed below.~~

~~Stock-Based Compensation~~

We have historically granted stock-based compensation to key employees and non-employee directors as a means of attracting and retaining highly qualified personnel. Stock-based compensation awards primarily consist of service-based RSUs, performance-based RSUs, and performance-based options. Our stock-based compensation awards are classified as equity and measured at the fair market value of the underlying stock at the grant date. For service-based awards, we recognize RSU expense using the straight-line attribution method over the requisite service period. Vesting of performance-based RSUs and options is contingent upon the achievement of certain performance criteria related to our operating performance, successful and timely development and market acceptance of future product introductions, and market capitalization conditions. For performance-based RSUs containing only performance conditions, compensation cost is recognized using the graded attribution model over the explicit or implicit service period. For awards containing multiple service, performance or market capitalization conditions, where all conditions must be satisfied prior to vesting, 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 awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance goals when the achievement of each individual performance goal becomes

4434

Table of Contents

probable. For performance-based awards with a vesting schedule based on the attainment of both performance and market capitalization conditions, stock-based compensation expense is recognized over the longer of the expected achievement period of the performance and market capitalization conditions, beginning at the pointOur significant accounting policies are discussed 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. Refer~~Note 1 to ~~Note 11 of the notes to~~ our ~~condensed~~ consolidated financial statements ~~within this~~included in our Annual Report on Form ~~10-Q.~~

~~Stock-based compensation expense associated with~~10-K for the CEO Performance Award and XSPP 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 and timing of the performance criteria being satisfied, adjusted at each balance sheet date. Expense recognition begins at the point in time when the relevant operational goal is considered probable of being met. The probability of attaining an operational goal and the expected attainment datefiscal year ended December 31, 2021. There have been no significant changes to these policies for meeting a probable operational goal are based on a subjective assessment of our forward-looking financial projections, taking into consideration statistical analysis when considered appropriate. The statistical model and the assessment that determine the estimated attainment dates are subject to a number of estimated inputs, including expected volatility rates, management’s forward-looking financial projections, in particular for operational goals that are anticipated to be attained in the near future, and adjustment of other estimates based on the passage of time.

~~Beginning with~~ the three months ended ~~June 30, 2021, management discontinued consideration of the statistical model based on actual and anticipated attainment of the remaining operational goals.~~ ~~During the nine months ended September 30, 2021, we recorded an additional $172.6 million in stock-based compensation expense as a result of updated estimates for the CEO Performance Award and XSPP.~~

~~As a result of attaining the ninth market capitalization goal in October 2021, we expect to record an incremental $8.0 million in expense during the three months ending December~~March 31, ~~2021 related to our XSPP, as the related operational goal was attained as of September 30, 2021.~~

We have granted a total of 15.0 million performance-based awards (options and restricted stock units) of which 8.2 million are outstanding as of September 30, 2021, the vesting of which is contingent upon the achievement of certain performance criteria including the successful development and market acceptance of future product introductions as well as our future sales targets and operating performance and market capitalization. Compensation expense for performance awards will be recognized based on management’s best estimate of the probability of the performance criteria being satisfied using the most currently available projections of future product adoption and operating performance, adjusted at each balance sheet date. Changes in the subjective and probability-based assumptions can materially affect the estimate of the fair value of the awards and timing of recognition of stock-based compensation and consequently, the related amount recognized in our condensed consolidated statements of operations and comprehensive income (loss).

~~Reserve for Expected Credit Losses~~

We are exposed to the risk of credit losses primarily through sales of products and services. Our expected loss allowance for accounts receivable, notes receivable, and contract assets represents management’s best estimate and application of judgment considering a number of factors, including 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.~~

A majority of our customers are governmental agencies. Due to municipal government funding rules, certain of our contracts are subject to appropriation, termination for convenience, or similar cancellation clauses, which could allow our customers to cancel or not exercise options to renew contracts in the future. Economic slowdowns that negatively

~~Table of Contents~~

affect municipal tax collections and put pressure on law enforcement may increase this risk and negatively impact the realizability of our accounts and notes receivable and contract assets. We considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and recorded an additional credit loss reserve of approximately $1.2 million as of September 30, 2021.

Based on the balances of our financial instruments as of September 30, 2021, a hypothetical 25 percent increase in expected credit loss rates across all pools would result in a $1.0 million increase in the allowance for expected credit losses.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, ~~and~~ 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 ~~“held-to-maturity.” Investments in fixed-rate interest-earning instruments carry a degree~~“available-for-sale”. We report available-for-sale investments at fair value as of interest rate risk as their market value may be adversely impacted due to a rise in interest rates. As a result, we may suffer losses in principal if we sell securities that have declined in market value due to changes in interest rates. However, because we classify our debt securities as “held-to-maturity” based on our intenteach balance sheet date and ~~ability to hold these instruments to maturity, no~~record any unrealized gains or losses 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, net within the 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 ~~due~~through the use of an allowance for credit losses account in the 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 ~~changes~~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 ~~interest rates. These securities are reported at amortized cost.~~the consolidated statements of operations.. Based on investment positions as of ~~September 30, 2021,~~March 31, 2022, a hypothetical 100 basis point increase in interest rates across all maturities would result in a ~~$1.2~~$0.6 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 LIBOR 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 ~~$6.1~~$6.3 million at ~~September 30, 2021.~~March 31, 2022. At ~~September 30, 2021,~~March 31, 2022, there was no amount outstanding under the line of credit and the available borrowing under the line of credit was ~~$43.9~~$43.7 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.

4635

Table of Contents

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, 2021.~~March 31, 2022.

~~Change in Internal Control over Financial Reporting~~

In the third quarter of 2021, we completed an implementation of several phases of our Enterprise Resource Planning (“ERP”) and related systems to improve our internal control over financial reporting. As a result of this implementation, we modified certain existing internal controls over financial reporting and implemented new controls and procedures related to the new ERP system and upgrades to prior systems. Other than the implementations and upgrades described above, thereThere was no change toin our internal control over financial reporting during the ~~third~~ quarter ~~of 2021~~ended March 31, 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.

Item 1A. Risk Factors

~~Except as noted below, there~~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, ~~2020.~~2021.

~~Catastrophic events may disrupt our business.~~

A disruption or failure of our systems or operations in the event of a major earthquake, weather event, fire, explosion, failure to contain hazardous materials, industrial accident, cyber-attack, terrorist attack, public health crisis, or other catastrophic event could cause delays in completing sales, providing services, or performing other mission-critical functions. A catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability to conduct normal business operations and our operating results as well as expose us to claims, litigation and governmental investigations and fines.

In March 2020 the World Health Organization declared coronavirus (or “COVID-19”) a global pandemic. This contagious disease outbreak, which has continued to spread throughout the United States and world, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn.

In September 2021, the U.S. federal government issued guidance on previously announced COVID-19 vaccination requirements for large U.S. employers. Consistent with this guidance, we announced in October 2021 that the federal vaccine mandate would require all of our U.S.-based employees and contractors to be vaccinated, without the provision of a regular testing alternative. Employees may request a reasonable accommodation for medical or religious reasons. We cannot predict the impact of this federal vaccination requirement on our business.

~~Table of Contents~~

~~COVID-19-related risks that may affect our operations and financial results include, but are not limited to:~~

●

~~Manufacturing disruptions at our Scottsdale headquarters or at our suppliers;~~

●

~~A change in our classification as an essential business that impairs our ability to continue operating;~~

●

Economic slowdowns that negatively affect municipal and state tax collections and put pressure on law enforcement budgets that in turn increases the risk that our customers will be unable to appropriate funds for existing or future contracts with us; this could also affect customer demand and ability to pay, cause decreases in sales, and negatively impact the realizability of our accounts and notes receivable and contract assets;

●

~~Existing and potential increased costs relating to personal protective equipment, which we are sourcing for our employees and customers;~~

●

~~Costs incurred to shut down and decontaminate our facilities if the virus is detected~~

●

~~Extended illness, incapacitation or death of key personnel or executives;~~

●

~~Employee attrition related to our COVID-19 vaccine mandate;~~

●

~~Ongoing governmental mandates to shutdown factories or limit travel and the movement of people that causes interruptions to our business, supply chain or extended supply chain;~~

●

~~Compounding risk from continued surges in infections around the world, including in the U.S.; and~~

●

~~Additional airline bankruptcies or further reduction in very limited global freight capacity that causes interruptions to our supply chain or extended supply chain~~

These events have had and could continue to have an impact on our operations. If our backup and mitigation plans are not sufficient to minimize business disruption, our financial results could be adversely affected. We are continuously monitoring our operations and intend to take appropriate actions to mitigate the risks arising from the COVID-19 pandemic, but there can be no assurances that we will be successful in doing so.

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~None.~~

On May 9, 2022 Axon Enterprise, Inc. (the “Company”) entered into a new executive employment agreement (the “Agreement”) with James C. Zito, Interim Chief Financial Officer (the “Executive”).

Following is a summary of the key provisions of the Agreement.

Term of Employment: The Agreement has an effective date of May 9, 2022 and continues for a period of one year. The Agreement will automatically renew and continue for successive one year terms unless terminated pursuant to

Table of Contents

qualifying termination events, and will automatically terminate, without notice, when the Executive reaches 70 years of age.

Base Salary, Bonus Opportunity and Equity Incentives: During the term of the Agreement, the Executive shall receive a base salary and be eligible to participate in any cash bonus programs and receive equity compensation awards (time and/or performance based) as determined in the sole discretion of the Compensation Committee of the Board of Directors (the “Committee”).

Termination and Severance: The Company or the Executive may terminate the Agreement and the Executive’s employment in various circumstances and, depending on the circumstances, the benefits that may be due following such termination are described below.

For a termination by the Company with cause, no severance benefits are payable.

Severance benefits and acceleration of equity awards relating to a Change in Control are subject to a qualifying termination (i.e., double trigger). Generally, qualifying terminations include a resignation by the Executive for Good Reason following a Change in Control, or by the Company without cause six months prior to a Change in Control, except with respect to XSUs (as defined and discussed below).

The table below depicts the cash severance payments that would be payable under the circumstances indicated.


	Termination
By the Company Without Cause	By Executive Following a Change in Control For Good Reason or by the Company Without Cause Six Months Prior to Change in Control	Death or Disability
6 months salary; target bonus for calendar year of effective date of termination	36 months salary; prorata portion of annual target bonus for the year in which termination occurs; 12 months COBRA	18 months salary; prorata portion of annual target bonus for the year in which termination occurs

RSUs and performance share awards (“PSUs”) may vest as follows:

●

Termination with cause: no accelerated vesting

●

Termination without cause: only time-based RSUs vesting during the notice and severance period will vest

●

Termination following death or disability, termination by the Executive following a Change in Control for good reason or by the Company six months prior to a Change in Control without cause, all RSUs will vest and all PSUs will vest at target levels

Table of Contents

XSUs may vest as follows:


Termination
without Cause	Change in Control*	Death or Disability
XSU operational goals are disregarded and market capitalization is calculated as of the last date of employment; next unattained tranche will partially vest on a prorated basis by comparing the six-month market capitalization to the goal	XSU operational goals are disregarded and an alternative market capitalization calculation is utilized for purposes of determining attainment of unvested tranches, plus one additional tranche	N/A

*Including by the Executive for good reason following a Change in Control or by the Company without cause 90 days prior to, or one year after, a Change in Control.

Executive Covenants: In consideration of each Executive's continued employment with the Company and the benefits and payments described in his respective Agreement, each Executive agrees to comply with and adhere to the following covenants during their term of his employment with the Company, including during any notice period of termination of employment and during a period of twelve months commencing upon termination of employment with the Company for any reason:

●

Covenant not to compete;

●

Covenant not to disparage the Company or its products;

●

Covenant not to solicit customers;

●

Covenant not to recruit or hire the Company’s employees;

●

Assignment of inventions; and

●

Nondisclosure of Company confidential information

The preceding description of the Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement, a copy of which is being filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

4838

Table of Contents

Item 6. Exhibits



10.1*
3.1		~~Letter~~ ~~Amendment~~Bylaws, as amended and restated (incorporated by reference to Exhibit 3.1 to the ~~Amended~~Company’s Current Report on Form 8-K, filed January 31, 2022)
10.1+*		Executive Employment Agreement by and ~~Restated Credit Agreement~~ between ~~the Company~~Axon Enterprise, Inc. and ~~JPMorgan Chase Bank, N.A.~~James C. Zito
31.1* 31.1* 31.1*		Principal Executive Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Principal Financial Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32**		Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in Inline XBRL

+Management contract or compensatory plan or arrangement

* Filed herewith

** Furnished herewith

4939

Table of Contents

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 15, 2021~~May 10, 2022
		By:	/s/ PATRICK W. SMITH
			Chief Executive Officer
			(Principal Executive Officer)

Date:	~~November 15, 2021~~May 10, 2022	By:	/s/ ~~JAWAD A. AHSAN~~JAMES C. ZITO
			Interim Chief Financial Officer
			(Principal Financial and
			Accounting Officer)

5040


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
			Software and						Software and
	TASER		Sensors		Total		TASER		Sensors		Total
TASER 7	$	112,760		—	$	112,760	$	48,616	$	—	$	48,616
TASER X26P		28,618		—		28,618		30,338		—		30,338
TASER X2		39,001		—		39,001		45,401		—		45,401
TASER Pulse		4,873		—		4,873		6,374		—		6,374
Cartridges		116,409		—		116,409		76,732		—		76,732
Axon Body		—		60,545		60,545		—		40,645		40,645
Axon Flex		—		3,481		3,481		—		3,452		3,452
Axon Fleet		—		15,073		15,073		—		13,088		13,088
Axon Dock		—		18,889		18,889		—		14,714		14,714
Axon Evidence and cloud services		5,809		175,933		181,742		1,776		126,495		128,271
Extended warranties		17,602		24,632		42,234		15,340		17,707		33,047
Other		7,946		14,232		22,178		6,214		7,971		14,185
Total	$	333,018	$	312,785	$	645,803	$	230,791	$	224,072	$	454,863


	September 30, 2021
Contract assets, net	$	174,370
Contract liabilities (deferred revenue)		362,543
Revenue recognized in the period from:
Amounts included in contract liabilities at the beginning of the period		145,012


	As of September 30, 2021
			Gross		Gross					Cash and
	Amortized		Unrealized		Unrealized					Cash			Marketable	Short-Term		Long-Term
	Cost		Gains		Losses			Fair Value		Equivalents			Securities	Investments		Investments
Cash	$	162,478	$	—	$	—		$	162,478	$	162,478	$	—	$	—	$	—

Level 1:
Money market funds		119,225		—		—			119,225		119,225		—		—		—
Agency bonds		48,000		49		—			48,049				—		40,000		8,000
Marketable securities		90,000				(6,660)			83,340				83,340		—		—
Subtotal		257,225		49		(6,660)			250,614		119,225		83,340		40,000		8,000

Level 2:							��
State and municipal obligations		77,764		4		(22)			77,746						72,383		5,381
Certificates of deposit		500		—		—			500		—		—		500		—
Corporate bonds		119,817		76		(95)			119,798		—		—		83,751		36,066
Commercial paper		19,994		—		—			19,994		—		—		19,994		—
Subtotal		218,075		80		(117)			218,038		—				176,628		41,447
Total	$	637,778	$	129	$	(6,777)		$	631,130		281,703		83,340		216,628		49,447
Expected credit loss reserve											(12)		—		(71)		(16)
Total, net of reserve for expected credit losses										$	281,691	$	83,340	$	216,557	$	49,431


	As of December 31, 2020
			Gross		Gross				Cash and
	Amortized		Unrealized		Unrealized				Cash		Short-Term		Long-Term
	Cost		Gains		Losses		Fair Value		Equivalents		Investments		Investments
Cash	$	116,107	$	—	$	—	$	116,107	$	116,107	$	—	$	—

Level 1:
Money market funds		23,611		—		—		23,611		23,611		—		—
Agency bonds		63,794		122		—		63,916		—		23,794		40,000
Treasury Bills		96,384		6		—		96,390				96,384
Subtotal		183,789		128		—		183,917		23,611		120,178		40,000

Level 2:
State and municipal obligations		77,130		25		(28)		77,127		—		66,519		10,611
Certificates of deposit		500		—		—		500		—		500		—
Corporate bonds		212,825		232		(100)		212,957		2,525		170,205		40,095
U.S. Treasury repurchase agreements		13,200		—		—		13,200		13,200		—		—
Treasury inflation-protected securities		3,291		16		—		3,307		—		3,291
Commercial paper		45,974		—		—		45,974				45,974		—
Subtotal		352,920		273		(128)		353,065		15,725		286,489		50,706
Total	$	652,816	$	401	$	(128)	$	653,089		155,443		406,667		90,706
Expected credit loss reserve										(3)		(142)		(25)
Total, net of reserve for expected credit losses									$	155,440	$	406,525	$	90,681