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Axon Enterprise (AXON)

Filed: 10 May 19, 7:55am

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
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)
 
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  ý    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  ý    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 ýAccelerated 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  ý

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 Par ValueAAXNThe Nasdaq Global Select Market
The number of shares of the registrant’s common stock outstanding as of April 30, 2019 was 59,127,439.
 
AXON ENTERPRISE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019
 




Special Note Regarding Forward-Looking Statements

This Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations, beliefs, intentions and strategies regarding the future. We intend that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. These forward-looking statements include, without limitation, statements regarding: proposed products and services and related development efforts and activities; expectations about the market for our current and future products and services; the impact of pending litigation; our outlook for 2019 with respect to revenue and income tax rate; trends relating to subscription plan programs and revenues; our anticipation that contracts with governmental customers will be fulfilled; expected trends, including the benefits of, research and development expense; the sufficiency of our liquidity and financial resources; that we may repurchase our common stock; expectations about customer behavior; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and 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, 2018. 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: customer purchase behavior, including adoption of our software as a service delivery model; delayed cash collections and possible credit losses due to our subscription model; exposure to international operational risks; changes in the costs of product components and labor; defects in our products; the impact of product mix on projected gross margins; our ability to manage our supply chain and avoid production delays, shortages, and impacts to expected gross margins; 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 exposure to cancellations of government contracts due to appropriation clauses, exercise of a cancellation clause, or non-exercise of contractually optional periods; loss of customer data, a breach of security or an extended outage, including our reliance on third party cloud-based storage providers; negative media publicity regarding our products; changes in government regulations in the U.S. and in foreign markets, especially related to the classification of our product by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives and to evolving regulations surrounding privacy and data protection; 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 SEC on February 27, 2019 listed 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 in this Report on Form 10-Q, 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 Securities and Exchange Commission ("SEC"). Our filings with the SEC may be accessed at the SEC’s web site at www.sec.gov.


ii


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 March 31, 2019 December 31, 2018
 (Unaudited)  
ASSETS   
Current assets:   
Cash and cash equivalents$223,642
 $349,462
Short-term investments105,312
 
Accounts and notes receivable, net of allowance of $2,355 and $1,882 as of March 31, 2019 and December 31, 2018, respectively149,096
 130,579
Contract assets, net17,945
 13,960
Inventory37,587
 33,763
Prepaid expenses and other current assets33,340
 30,391
Total current assets566,922
 558,155
Property and equipment, net of accumulated depreciation of $41,707 and $39,885 as of March 31, 2019 and December 31, 2018, respectively
41,347
 37,893
Deferred income tax assets, net18,770
 19,347
Intangible assets, net15,067
 15,935
Goodwill25,017
 24,981
Long-term notes receivable, net of current portion36,316
 40,230
Other assets35,756
 22,999
Total assets$739,195
 $719,540
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Accounts payable$9,865
 $15,164
Accrued liabilities36,348
 41,092
Current portion of deferred revenue110,063
 107,016
Customer deposits3,604
 2,702
Other current liabilities3,914
 37
Total current liabilities163,794
 166,011
Deferred revenue, net of current portion74,784
 74,417
Liability for unrecognized tax benefits3,156
 2,849
Long-term deferred compensation3,675
 3,235
Other long-term liabilities13,247
 5,704
Total liabilities258,656
 252,216
Commitments and contingencies (Note 12)
 
Stockholders’ equity:   
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2019 and December 31, 2018
 
Common stock, $0.00001 par value; 200,000,000 shares authorized; 59,109,286 and 58,810,637 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively1
 1
Additional paid-in capital460,146
 453,400
Treasury stock at cost, 20,220,227 shares as of March 31, 2019 and December 31, 2018(155,947) (155,947)
Retained earnings177,802
 171,383
Accumulated other comprehensive loss(1,463) (1,513)
Total stockholders’ equity480,539
 467,324
Total liabilities and stockholders’ equity$739,195
 $719,540
The accompanying notes are an integral part of these condensed consolidated financial statements.

1


AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except per share data)
 
 Three Months Ended March 31,
 2019 2018
Net sales from products$88,089
 $80,974
Net sales from services27,721
 20,241
Net sales115,810
 101,215
Cost of product sales39,600
 32,434
Cost of service sales7,293
 4,320
Cost of sales46,893
 36,754
Gross margin68,917
 64,461
Operating expenses:   
Sales, general and administrative42,892
 35,759
Research and development23,354
 15,119
Total operating expenses66,246
 50,878
Income from operations2,671
 13,583
Interest and other income, net2,313
 1,263
Income before provision for income taxes4,984
 14,846
Provision for (benefit from) income taxes(1,435) 1,920
Net income$6,419
 $12,926
Net income per common and common equivalent shares:   
Basic$0.11
 $0.24
Diluted$0.11
 $0.24
Weighted average number of common and common equivalent shares outstanding:   
Basic58,914
 53,119
Diluted59,751
 54,532
    
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income$6,419
 $12,926
Foreign currency translation adjustments50
 (707)
Comprehensive income$6,469
 $12,219

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


2


AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except per share data)

 Common Stock Additional
Paid-in
Capital
 Treasury Stock Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Total
Stockholders’
Equity
 Shares Amount  Shares Amount   
Balance, December 31, 201752,969,869
 $1
 $201,672
 20,220,227
 $(155,947) $123,185
 $(1,467) $167,444
Cumulative effect of applying a change in accounting principle
 
 
 
 
 18,994
 
 18,994
Issuance of common stock under employee plans337,214
 
 (3,421) 
 
 
 
 (3,421)
Stock-based compensation
 
 4,093
 
 
 
 
 4,093
Net income
 
 
 
 
 12,926
 
 12,926
Foreign currency translation adjustments
 
 
 
 
 
 (707) (707)
Balance, March 31, 201853,307,083
 $1
 $202,344
 20,220,227
 $(155,947) $155,105
 $(2,174) $199,329
                
Balance, December 31, 201858,810,637
 $1
 $453,400
 20,220,227
 $(155,947) $171,383
 $(1,513) $467,324
Issuance of common stock under employee plans298,649
 
 (1,159) 
 
 
 
 (1,159)
Stock-based compensation
 
 7,905
 
 
 
 
 7,905
Net income
 
 
 
 
 6,419
 
 6,419
Foreign currency translation adjustments
 
 
 
 
 
 50
 50
Balance, March 31, 201959,109,286
 $1
 $460,146
 20,220,227
 $(155,947) $177,802
 $(1,463) $480,539

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


3


AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Three Months Ended March 31,
 2019 2018
Cash flows from operating activities:   
Net income$6,419
 $12,926
Adjustments to reconcile net income to net cash provided by (used in) operating activities:   
Depreciation and amortization2,800
 2,411
Loss on disposal and impairment of property and equipment, net242
 34
Loss on disposal and abandonment of intangible assets18
 
Stock-based compensation7,905
 4,093
Deferred income taxes577
 1,514
Unrecognized tax benefits307
 104
Other noncash, net896
 22
Change in assets and liabilities:   
Accounts and notes receivable and contract assets(21,994) (17,060)
Inventory(3,936) 2,408
Prepaid expenses and other assets(3,152) (1,702)
Accounts payable, accrued and other liabilities(7,284) 6,740
Deferred revenue3,232
 6,554
Net cash provided by (used in) operating activities(13,970) 18,044
Cash flows from investing activities:   
Purchases of investments(105,322) (802)
Proceeds from maturity/call of investments
 3,167
Purchases of property and equipment(5,271) (1,063)
Purchases of intangible assets(162) (34)
Net cash provided by (used in) investing activities(110,755) 1,268
Cash flows from financing activities:   
Proceeds from options exercised100
 356
Income and payroll tax payments for net-settled stock awards(1,259) (3,777)
Net cash used in financing activities(1,159) (3,421)
Effect of exchange rate changes on cash, cash equivalents and restricted cash67
 469
Net increase (decrease) in cash, cash equivalents and restricted cash(125,817) 16,360
Cash, cash equivalents and restricted cash, beginning of period351,027
 78,438
Cash, cash equivalents and restricted cash, end of period$225,210
 $94,798
    
Supplemental disclosures:   
Cash and cash equivalents$223,642
 $92,330
Restricted cash (Note 1)1,568
 2,468
Total cash, cash equivalents and restricted cash shown in the statements of cash flows$225,210
 $94,798
    
Cash paid for income taxes, net of refunds$758
 $63
    
Non-cash transactions   
Property and equipment purchases in accounts payable and accrued liabilities$328
 $136
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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, and other administrative support functions. We also have a software engineering development center located in Seattle, Washington, and subsidiaries located in Australia, Canada, Finland, Hong Kong, Germany, India, 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, 2018, 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, 2018. The results of operations for the three months ended March 31, 2019 and 2018 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,
valuation of goodwill, intangible and long-lived assets,
recognition, measurement and valuation of current and deferred income taxes,
stock-based compensation,
recognition and measurement of lease liabilities,
recognition and measurement of contingencies and accrued litigation expense, and
fair values of identified tangible and intangible assets acquired and liabilities assumed in business combinations.
Actual results could differ materially from those estimates.
Segment Information
Our operations are comprised of two reportable segments: the manufacture and sale of conducted electrical weapons ("CEWs"), 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 (collectively, the “Software and Sensors” segment). Revenue from our “products” in the Software and Sensors segment are generally from sales of sensors, including on-officer body cameras, Axon Fleet cameras, other hardware sensors, warranties on sensors, and other products, and is sometimes referred to as "Sensors and Other revenue." Revenue from our “services” in the Software and Sensors segment comprise sales related to the Axon Cloud, which includes Axon Evidence, cloud-based evidence management software revenue, other recurring cloud-hosted software revenue and related professional services, and is sometimes referred to as "Axon Cloud revenue." Within the Software and Sensors segment, we include only revenues and costs attributable to that segment, which costs include: costs of sales for both products and services, direct labor, product management and research and development ("R&D") for products included, or to be included, within the Software and Sensors segment. All other costs are included in the TASER segment.

5

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Our Chief Executive Officer, who is the Chief Operating Decision Maker (the “CODM”), is not provided asset information or sales, general, and administrative expense by segment. Reportable segments are determined based on discrete financial information reviewed by the CODM. We organize and review operations based on products and services. We perform an analysis of our reportable segments on at least an annual basis. Additional information related to our business segments is summarized in Note 15.
Geographic Information and Major Customers
For the three months ended March 31, 2019 and 2018, no individual country outside the U.S. represented more than 10% of total net sales. Individual sales transactions in the international market are generally larger and occur more intermittently than in the domestic market due to the profile of our customers.
For the three months ended March 31, 2019 and 2018, no customer represented more than 10% of total net sales. At March 31, 2019 and December 31, 2018, no customer represented more than 10% of the aggregate balance of accounts and notes receivable and contract assets.
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. Potentially dilutive securities include outstanding stock options and unvested restricted stock units ("RSUs"). The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities.
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 March 31,
 2019 2018
Numerator for basic and diluted earnings per share:   
Net income$6,419
 $12,926
Denominator:   
Weighted average shares outstanding58,914
 53,119
Dilutive effect of stock-based awards837
 1,413
Diluted weighted average shares outstanding59,751
 54,532
Anti-dilutive stock-based awards excluded12,125
 404
Net income per common share:   
Basic$0.11
 $0.24
Diluted$0.11
 $0.24
Standard Warranties
We warranty our CEWs, 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 on a quarterly basis 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. 

6

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Changes in our estimated product warranty liabilities were as follows (in thousands):
 Three Months Ended March 31,
 2019 2018
Balance, beginning of period$898
 $644
Utilization of accrual(123) (93)
Warranty expense252
 8
Balance, end of period$1,027
 $559
Fair Value Measurements and Financial Instruments
The fair value framework 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 March 31, 2019 and December 31, 2018 were comprised of money market funds and, at March 31, 2019, also included corporate bonds. 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 March 31, 2019 and December 31, 2018 was $3.9 million and $3.6 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.
Our financial instruments also include accounts and notes receivable, accounts payable and accrued liabilities. Due to the short-term nature of these instruments, their carrying values approximate their fair values on the accompanying condensed consolidated balance sheets.

Restricted Cash

Restricted cash balances as of March 31, 2019 and December 31, 2018 included $0.9 million of sales proceeds related to long-term contracts with customers, which were included in prepaid expenses and other current assets on our condensed consolidated balance sheets. The proceeds are held in escrow until certain billing milestones are achieved, and then specified amounts are transferred to our operating accounts. Restricted cash balances as of March 31, 2019 and December 31, 2018 also included $0.7 million related to a performance guarantee for an international customer sales contract, which were included in other assets on our accompanying condensed consolidated balance sheets.
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

7

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




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 February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. In July 2018, the FASB issued additional guidance which provided an additional transition method for adopting the updated guidance.  Most prominent among the changes in the standard is the requirement for lessees to recognize ROU assets and lease liabilities for those leases that were classified as operating leases under previous U.S. GAAP. On January 1, 2019, we adopted Topic 842 by applying the non-comparative modified retrospective method of adoption. Under this method, financial information related to periods prior to adoption will be as originally reported under the then-current standard (Topic 840, Leases).

Results for reporting periods beginning on or after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted, and continue to be reported in accordance with our historic accounting under Topic 840. We elected to apply the package of practical expedients to not reassess whether a contract is or contains a lease, lease classification, or initial lease costs for all leases that commenced before the adoption date.

The adoption had a material impact to our condensed consolidated balance sheet. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. There was no other impact from the adoption. The adjustments to the opening balance sheet were as follows (in thousands):
 December 31, 2018 Impact of Adoption of Topic 842 on Opening Balance Sheet January 1, 2019
 (As reported)  (As adjusted)
Consolidated Balance Sheet Data:     
Other assets$22,999
 $12,483
 $35,482
Total assets719,540
 12,483
 732,023
     
Accrued liabilities41,092
 (1,138) 39,954
Other current liabilities37
 3,588
 3,625
Total current liabilities166,011
 2,450
 168,461
Other long-term liabilities5,704
 10,033
 15,737
Total liabilities252,216
 12,483
 264,699
Total liabilities and stockholders' equity719,540
 12,483
 732,023

See Note 11 for further disclosures related to Topic 842.
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718), expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. We adopted this standard on January 1, 2019 and the adoption had no impact on our condensed consolidated financial statements.


8

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Effective the first quarter of 2020:
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 includes an impairment model (known as the current expected credit loss model) on financial instruments and other commitments that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The use of forecasted information is intended to incorporate more timely information in the estimate of expected credit loss. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as credit quality. We are currently in the process of evaluating the impact of adoption of ASU 2016-13 on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendments apply to the disclosures of changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted, and an entity is also permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. As ASU 2018-13 only revises disclosure requirements, it is not expected to have a material impact on our condensed consolidated financial statements.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
2. Revenues
Nature of Products and Services
The following table presents our revenues by primary product and service offering (in thousands):
 Three Months Ended March 31, 2019 Three Months Ended March 31, 2018
 TASER Software and Sensors Total TASER Software and Sensors Total
TASER 7$9,954
 $
 $9,954
 $
 $
 $
TASER X26P15,872
 
 15,872
 16,474
 
 16,474
TASER X213,085
 
 13,085
 23,932
 
 23,932
TASER Pulse and Bolt670
 
 670
 1,346
 
 1,346
Single cartridges19,160
 
 19,160
 16,114
 
 16,114
Axon Body
 6,445
 6,445
 
 5,558
 5,558
Axon Flex
 1,224
 1,224
 
 1,669
 1,669
Axon Fleet
 3,516
 3,516
 
 2,116
 2,116
Axon Dock
 3,312
 3,312
 
 3,035
 3,035
Axon Evidence and cloud services36
 27,618
 27,654
 
 20,241
 20,241
TASER Cam
 903
 903
 
 1,360
 1,360
Extended warranties4,316
 4,930
 9,246
 3,706
 2,490
 6,196
Other2,298
 2,471
 4,769
 1,952
 1,222
 3,174
Total$65,391
 $50,419
 $115,810
 $63,524
 $37,691
 $101,215


9


The following table presents our revenues disaggregated by geography (in thousands):
 Three Months Ended March 31,
 2019 2018
United States$94,333
 81% $77,950
 77%
Other countries21,477
 19
 23,265
 23
Total$115,810
 100% $101,215
 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, 2019 (in thousands):
 March 31, 2019
Contract assets, net$18,257
Contract liabilities (deferred revenue)184,847
Revenue recognized in the period from: 
Amounts included in contract liabilities at the beginning of the period31,222
Contract liabilities (deferred revenue) consisted of the following (in thousands):
 March 31, 2019 December 31, 2018
 Current Long-Term Total Current Long-Term Total
Warranty:           
TASER$11,821
 $15,770
 $27,591
 $12,797
 $16,847
 $29,644
Software and Sensors8,779
 6,060
 14,839
 8,273
 6,516
 14,789
 20,600
 21,830
 42,430
 21,070
 23,363
 44,433
Hardware:           
TASER3,845
 16,091
 19,936
 9,355
 15,598
 24,953
Software and Sensors31,104
 24,023
 55,127
 20,878
 24,685
 45,563
 34,949
 40,114
 75,063
 30,233
 40,283
 70,516
Services:           
TASER75
 438
 513
 
 
 
Software and Sensors54,439
 12,402
 66,841
 55,713
 10,771
 66,484
 54,514
 12,840
 67,354
 55,713
 10,771
 66,484
Total$110,063
 $74,784
 $184,847
 $107,016
 $74,417
 $181,433

 March 31, 2019 December 31, 2018
 Current Long-Term Total Current Long-Term Total
TASER$15,741
 $32,299
 $48,040
 $22,152
 $32,445
 $54,597
Software and Sensors94,322
 42,485
 136,807
 84,864
 41,972
 126,836
Total$110,063
 $74,784
 $184,847
 $107,016
 $74,417
 $181,433
Remaining Performance Obligations
As of March 31, 2019, we had approximately $930 million 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, 2019. 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.

10

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




3. Cash, Cash Equivalents and Investments
The following tables summarize our cash, cash equivalents, and held-to-maturity investments at March 31, 2019 and December 31, 2018 (in thousands):
 As of March 31, 2019
 Amortized Cost Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments
Cash$123,098
 $
 $123,098
 $123,098
 $
          
Level 1:         
Money market funds83,449
 
 83,449
 83,449
 
          
Level 2:         
Corporate bonds122,407
 (56) 122,351
 17,095
 105,312
Total$328,954
 $(56) $328,898
 $223,642
 $105,312

 As of December 31, 2018
 Amortized Cost Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments
Cash$144,095
 $
 $144,095
 $144,095
 $
          
Level 1:         
Money market funds205,367
 
 205,367
 205,367
 
Total$349,462
 $
 $349,462
 $349,462
 $
We believe unrealized losses on our investments are due to interest rate fluctuations. As these investments are short-term in nature, are expected to be redeemed at par value, and/or because we have the ability and intent to hold these investments to maturity, we do not consider these investments to be other than temporarily impaired as of March 31, 2019.
4. Inventory
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost of raw materials, which approximates the first-in, first-out (“FIFO”) method and includes allocations of manufacturing labor and overhead. Included in finished goods at March 31, 2019 and December 31, 2018 was $1.3 million and $1.4 million, respectively, of trial and evaluation hardware units. Provisions are made to reduce excess, obsolete or slow-moving inventories to their net realizable value. Inventory consisted of the following at March 31, 2019 and December 31, 2018 (in thousands):
 March 31, 2019 December 31, 2018
Raw materials$20,574
 $19,670
Finished goods17,013
 14,093
Total inventory$37,587
 $33,763
5. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three months ended March 31, 2019 were as follows (in thousands):
 TASER Software and Sensors Total
Balance, beginning of period$1,338
 $23,643
 $24,981
Foreign currency translation adjustment18
 18
 36
Balance, end of period$1,356
 $23,661
 $25,017

Intangible assets (other than goodwill) consisted of the following (in thousands):
   March 31, 2019 December 31, 2018
 
Useful
Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortizable (definite-lived) intangible assets:          
Domain names5-10 years $3,161
 $(808) $2,353
 $3,161
 $(732) $2,429
Issued patents4-15 years 2,982
 (1,158) 1,824
 2,940
 (1,106) 1,834
Issued trademarks3-11 years 922
 (490) 432
 1,053
 (599) 454
Customer relationships4-8 years 3,717
 (1,027) 2,690
 3,701
 (880) 2,821
Non-compete agreements3-4 years 452
 (375) 77
 540
 (439) 101
Developed technology3-7 years 10,660
 (4,889) 5,771
 13,404
 (7,081) 6,323
Re-acquired distribution rights2 years 2,031
 (2,031) 
 1,928
 (1,813) 115
Total amortizable  23,925
 (10,778) 13,147
 26,727
 (12,650) 14,077
Not amortizable (indefinite-lived) intangible assets:          
TASER trademark  900
   900
 900
   900
Patents and trademarks pending  1,020
   1,020
 958
   958
Total not amortizable  1,920
   1,920
 1,858
   1,858
Total intangible assets  $25,845
 $(10,778) $15,067
 $28,585
 $(12,650) $15,935
Amortization expense of intangible assets for the three months ended March 31, 2019 and 2018 was $1.0 million and $1.4 million, respectively. Estimated amortization for intangible assets with definite lives for the remaining nine months of 2019, the next five years ended December 31, and thereafter, is as follows (in thousands):
2019 Remaining$2,501
20203,293
20212,846
20221,244
2023946
2024862
Thereafter1,455
Total$13,147

11

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




6. Other Assets
Other assets consisted of the following at March 31, 2019 and December 31, 2018 (in thousands):
 March 31, 2019 December 31, 2018
Cash surrender value of corporate-owned life insurance policies$3,919
 $3,596
Deferred commissions (1)
16,141
 15,530
Restricted cash659
 661
Operating lease assets11,659
 
Prepaid expenses, deposits and other3,378
 3,212
Total other long-term assets$35,756
 $22,999
(1) Represents assets for 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.
7. Accrued Liabilities
Accrued liabilities consisted of the following at March 31, 2019 and December 31, 2018 (in thousands):
 March 31, 2019 December 31, 2018
Accrued salaries, benefits and bonus$13,993
 $19,063
Accrued professional, consulting and lobbying fees4,476
 4,894
Accrued warranty expense1,027
 898
Accrued income and other taxes4,392
 4,167
Other accrued liabilities12,460
 12,070
Accrued liabilities$36,348
 $41,092
8. 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, following the tax year to which these filings relate. Our U.S. federal income tax return for fiscal year 2016 is currently under audit by the Internal Revenue Service.

Deferred Tax Assets
Net deferred income tax assets at March 31, 2019, primarily include R&D tax credits, stock-based compensation expense, deferred revenue, accruals and reserves, and net operating losses, partially offset by accelerated depreciation expense and valuation allowance reserve. Our total net deferred tax assets at March 31, 2019 were $18.8 million.
In preparing our condensed consolidated financial statements, management assesses the likelihood that its deferred tax assets will be realized from future taxable income. In evaluating our ability to recover our deferred income tax assets, management considers all available positive and negative evidence, including our operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction by jurisdiction basis. A valuation allowance is established if it is determined that it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Management exercises significant judgment in determining our provisions for income taxes, our deferred tax assets and liabilities, and our future taxable income for purposes of assessing our ability to utilize any future tax benefit from our deferred tax assets.
As of March 31, 2019, we continue to demonstrate three-year cumulative pre-tax income in the U.S. federal and state tax jurisdictions; however, we 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.

12

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




As of March 31, 2019, we have cumulative pre-tax losses in Australia, the U.K., and Canada, which limits the ability to consider other subjective evidence, such as projections for future growth. On the basis of this evaluation, a full valuation allowance has been recorded for these jurisdictions. The amount of the deferred tax asset considered realizable; however, could be adjusted in future periods if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.
We complete R&D tax credit studies for each year that an R&D tax credit is claimed for federal, Arizona, and California 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 $5.7 million as of March 31, 2019. In addition, management accrued $0.1 million for estimated uncertain tax positions related to certain federal income tax liabilities. Should the unrecognized benefit of $5.7 million be recognized, our effective tax rate would be favorably impacted. Approximately $2.7 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 three months ended March 31, 2019, after discrete period adjustments, was (28.8)%. Before discrete adjustments, the tax rate was 21.1%, which is greater than the federal statutory rate, primarily due to state taxes and non-deductible expenses for items such as meals and entertainment, executive compensation limitation under Internal Revenue Code ("IRC") Section 162(m), lobbying fees, and an income inclusion from global intangible low-taxed income ("GILTI"), offset by a reduction for foreign-derived intangible income ("FDII") and R&D tax credits. The effective tax rate was favorably impacted by a $2.7 million discrete tax benefit primarily associated with windfalls related to stock-based compensation for RSUs that vested or stock options that were exercised during the three months ended March 31, 2019. This was offset by an unfavorable discrete item of $0.3 million related to the write off of certain deferred tax assets related to future stock compensation vests for certain officers for whom deductibility of compensation is limited by IRC Section 162(m).
9. Stockholders’ Equity
Performance-based stock awards

We have issued performance-based stock options and performance-based RSUs, the vesting of which is generally contingent upon the achievement of certain performance criteria related to our operating performance, as well as successful and timely development and market acceptance of future product introductions. In addition, certain of the performance RSUs have additional service requirements subsequent to the achievement of the performance criteria. Compensation expense is recognized over the requisite service period, which is defined as the longest explicit, implicit or derived service period based on management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. For awards containing multiple service, performance or market conditions, and 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 options with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense is recognized for each pair of performance and market conditions over the longer of the expected achievement period of the performance and market conditions, beginning at the point in time that the relevant performance condition is considered probable of achievement. The fair value of such awards is estimated on the grant date using Monte Carlo simulations.
CEO Performance Award
On May 24, 2018 (the “Grant Date”), 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 vesting 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 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

13

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




one of the following eight operational goals focused on revenue or eight operational goals focused on Adjusted EBITDA have been met for the previous four consecutive fiscal quarters. Adjusted EBITDA for purposes of the CEO Performance Award ("Adjusted EBITDA (CEO Performance Award)") is defined as net income (loss) attributable to common stockholders before interest expense, investment interest income, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense.
Eight Separate Revenue Goals (1)
(in thousands)
 
Eight Separate Adjusted EBITDA (CEO Performance Award) Goals
(in thousands)
Goal #1, $710,058 Goal #9, $125,000
Goal #2, $860,058 Goal #10, $155,000
Goal #3, $1,010,058 Goal #11, $175,000
Goal #4, $1,210,058 Goal #12, $190,000
Goal #5, $1,410,058 Goal #13, $200,000
Goal #6, $1,610,058 Goal #14, $210,000
Goal #7, $1,810,058 Goal #15, $220,000
Goal #8, $2,010,058 Goal #16, $230,000
(1) In connection with the business acquisition that was completed during the three months ended June 30, 2018, the revenue goals have been adjusted for the acquiree's Target Revenue, as defined in the CEO Performance Award agreement.
As of March 31, 2019, the following operational goals were considered probable of achievement:
Total revenue of $710.1 million; and
Adjusted EBITDA (CEO Performance Award) of $125.0 million
The first two market capitalization goals have been achieved as of March 31, 2019. However, none of the stock options granted under the CEO Performance Award have vested thus far as the operational goals have not yet been achieved as of March 31, 2019. As there are two operational goals considered probable of achievement, we recorded stock-based compensation expense of $4.7 million related to the CEO Performance Award from the Grant Date through March 31, 2019. The number of stock options that would vest related to the two tranches is approximately 1.1 million shares.
As of March 31, 2019, we had $40.5 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 7.0 years. As of March 31, 2019, we had unrecognized stock-based compensation expense of $200.7 million for the performance goals that were considered not probable of achievement.
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. Pursuant to the XSPP, all eligible full-time U.S. employees were granted an award of 60 XSUs in January 2019, and certain employees had the opportunity to elect to receive a percentage of the value of their target compensation over the next nine years (2019-2027) in the form of additional XSUs. For employees who elected to receive XSUs, the XSU grants were made as an up front, lump sum grant in January 2019, and are intended to replace that portion of the target compensation they elected to receive in the form of XSUs for the next nine years. Accordingly, their go forward target compensation will be reduced until 2027 by the amount of such compensation that the employees elected to receive in the form of the January 2019 XSU grants. A total of approximately 5.2 million XSUs were granted in the three months ended March 31, 2019.
The XSUs are grants of restricted stock units, each with a term of approximately nine years, that vest in 12 equal tranches. Each of the 12 tranches will vest upon certification by the Compensation Committee of the Board of Directors that both (i) the market capitalization goal for such tranche, which begins at $2.5 billion for the first tranche and increases by increments of $1.0 billion thereafter, and (ii) any one of eight operational goals focused on revenue or eight operational goals focused on Adjusted EBITDA (CEO Performance Award) have been met for the previous four consecutive fiscal quarters.


14

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




The XSPP contains an anti-dilution provision, which is used to calculate a maximum number of shares outstanding for purposes of determining achievement of the market capitalization goals whereby the maximum number of shares used to calculate the market capitalization goal is calculated by organically growing the current number of shares outstanding by 3% per year (the "XSU Maximum"). Any shares of Stock issued to Patrick W. Smith upon the exercise of the stock options granted to Mr. Smith under the CEO Performance Award shall increase the XSU Maximum. The XSU Maximum shall also be 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.

The market capitalization and operational goals are identical to the CEO Performance Award, except for the number of shares that are 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.
Stock-based compensation expense associated with XSU awards is recognized over the longer of the expected achievement period for each pair of market capitalization and operational goals, beginning at the point in time when the relevant operational goal is considered probable of being met. The market capitalization goal period and the valuation of each tranche are determined using a Monte Carlo simulation which is also is used as the basis for determining the expected achievement period of the market capitalization goal. The probability of meeting an operational goal and the expected achievement point in time for meeting a probable operational goal are based on a subjective assessment of our forward-looking financial projections, taking into consideration statistical analysis. Even though no tranches of the XSU awards vest unless a market capitalization and a matching operational goal are both achieved, stock-based compensation expense is recognized when an operational goal is considered probable of achievement regardless of whether a market capitalization goal is actually achieved.
The first market capitalization goal has been achieved as of March 31, 2019. However, none of the XSU tranches have vested thus far as the operational goals have not yet been achieved as of March 31, 2019. As there are two operational goals considered probable of achievement, we recorded stock-based compensation expense of $0.7 million related to the XSU awards from their respective grant dates through March 31, 2019. The number of XSU awards that would vest related to the two tranches is approximately 0.9 million shares.
As of March 31, 2019, we had $36.8 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 7 years. As of March 31, 2019, we had unrecognized stock-based compensation expense of $137.0 million for the performance goals that were considered not probable of achievement.
Given the complexity of the awards, we utilized Monte Carlo simulations to simulate a range of possible future market capitalizations for the Company over the term of the awards. The average of all iterations of the simulation was used as the basis for the valuation and market capitalization goal derived service period for each tranche. Additionally, we applied an illiquidity discount of between 10.0% and 16.8% to the valuation of XSUs because the awards specify a post-vest holding period of 2.5 years. Certain of the XSU awards specify a post-vest holding period of the longer of 2.5 years or until the next tranche vests. The illiquidity discounts were estimated using the Finnerty model and reduced by the impact of expected payroll and income taxes due upon vesting of the awards, as the related proportion of shares are expected to be sold to satisfy such obligations. We measured the grant date fair value of the XSU awards with the following assumptions: risk-free interest rate of between 2.47% and 2.62%, expected term of approximately 9 years, expected volatility of between 44.96% and 45.47%, and dividend yield of 0.00%.
Restricted Stock Units
The following table summarizes RSU activity for the three months ended March 31, 2019 (number of units and aggregate intrinsic value in thousands):
 
Number of
Units
 
Weighted Average
Grant-Date Fair Value
 Aggregate
Intrinsic Value
Units outstanding, beginning of year1,655
 $28.34
  
Granted5,667
 34.32
  
Released(290) 20.91
  
Forfeited(46) 34.43
  
Units outstanding, end of period6,986
 33.47
 $380,123

15

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $54.41 per share, multiplied by the number of RSUs outstanding. As of March 31, 2019, there was $84.9 million in unrecognized compensation costs related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the RSUs over a weighted average period of 4.59 years. RSUs are released when vesting requirements are met.
During the three months ended March 31, 2019, we granted 5.7 million RSUs, consisting of 0.3 million service-based RSUs and 5.4 million performance-based RSUs, including 5.2 million XSUs. As of March 31, 2019, the performance criteria had been met for approximately five thousand of the 5.7 million performance-based RSUs outstanding. Certain of the performance-based RSUs outstanding as of March 31, 2019 can vest with a range of shares earned being between 0% and 200% of the targeted shares granted, depending on the final achievement of pre-determined performance criteria as of the vesting date. The amount of RSUs included in the table above related to such grants is the target level. The maximum additional number of performance-based RSUs that could be earned is 0.3 million, which are not included in the table above.
Certain RSUs that vested in the three months ended March 31, 2019 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total shares withheld related to RSUs were approximately 15 thousand and had a value of $1.3 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 three months ended March 31, 2019 (number of units and aggregate intrinsic value in thousands):
 
Number
of
Options
 
Weighted
Average
Exercise
Price
 Weighted Average Remaining Contractual Life (years) Aggregate
Intrinsic Value
Options outstanding, beginning of year6,458
 $28.24
    
Granted
 
    
Exercised(24) 4.20
    
Expired / terminated
 
    
Options outstanding, end of period6,434
 28.33
 8.83 $167,827
Options exercisable, end of period68
 4.54
 1.69 3,397
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 $54.41 on March 31, 2019. The intrinsic value of options exercised for the three months ended March 31, 2019 and 2018 was $1.0 million and $2.0 million, respectively. As of March 31, 2019, total options outstanding included 6.4 million unvested performance-based stock options. Of this total, 1.1 million options relate to tranches of the CEO Performance Award considered probable of achievement.
Stock-based Compensation Expense
The following table summarizes the composition of stock-based compensation for the three months ended March 31, 2019 and 2018 (in thousands):
 Three Months Ended March 31,
 2019 2018
Cost of products sold and services delivered$226
 $141
Sales, general and administrative expenses4,681
 2,304
Research and development expenses2,998
 1,648
Total stock-based compensation$7,905
 $4,093

16

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




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 2.2 million shares available for grant as of March 31, 2019.
Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. During the three months ended March 31, 2019 and 2018, no common shares were purchased under the program. As of March 31, 2019, $16.3 million remains available under the plan for future purchases. Any future purchases will be discretionary.
10. Line of Credit
We have a $50.0 million unsecured revolving line of credit with a domestic bank, of which $10.0 million is available for letters of credit. The credit agreement matures on December 31, 2021 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 March 31, 2019 and December 31, 2018, there were no borrowings under the line. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit. As of March 31, 2019, we had letters of credit outstanding of approximately $3.1 million under the facility and available borrowing of $46.9 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 March 31, 2019, our funded debt to EBITDA ratio was 0.001 to 1.00.
11. Leases
Lease Obligations
We determine if an arrangement is a lease at inception. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Additionally, we use the portfolio approach in determining the discount rate used to present value lease payments. We give consideration to our line of credit as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. The ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred.
We have operating and finance leases for office space and certain equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning on or after January 1, 2019, we account for lease components separately from non-lease components for all asset classes.
Our leases have remaining terms of less than 1 to 4 years, some of which include one or more options to renew for up to 2 years, and some of which include options to terminate the leases within 1 year. The exercise of lease renewal options is at our sole discretion and such options are included in ROU assets and liabilities for renewal periods that are reasonably certain of exercise. Certain of our lease agreements include stated rental payment escalations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate to third parties. Finance leases as of March 31, 2019 were immaterial.

17

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Leases (in thousands) Classification March 31, 2019
Assets    
Operating lease assets Other assets $11,659
Liabilities    
Current    
Operating Other current liabilities $3,877
Noncurrent    
Operating Other long-term liabilities 8,897
Total lease liabilities   $12,774
The components of lease expense were as follows (in thousands):
  Classification Three Months Ended March 31, 2019
Operating lease expense (1)
 
Sales, general and administrative expenses (2)
 $1,017
Sublease income Other income (42)
Net lease expense   $975
(1) Includes short-term leases, which are immaterial.
(2) An immaterial portion of operating lease expense is included within research and development expenses and cost of sales.
Other information related to leases was as follows (in thousands, except lease term and discount rate):
  Three Months Ended March 31, 2019
Supplemental Cash Flows Information  
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $961
Right-of-use assets obtained in exchange for lease liabilities  
Operating leases 84
Weighted average remaining lease term  
Operating leases 3.2 years
Weighted average discount rate  
Operating leases 3.6%

18

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows (in thousands):
 Operating Sublease income Net
2019 Remaining$3,419
 $(246) $3,173
20204,203
 (82) 4,121
20213,325
 
 3,325
20222,449
 
 2,449
20231,173
 
 1,173
2024
 
 
Thereafter
 
 
Total minimum lease payments14,569
 (328) 14,241
Less: Amount representing interest    (1,467)
Present value of lease payments    $12,774
As of March 31, 2019, we do not have any leases that have not yet commenced other than the land lease purchase agreement described in Note 12.

Disclosures related to periods prior to adoption of Topic 842
Rent expense under all operating leases, including both cancelable and non-cancelable leases, was $4.2 million and $2.9 million for the years ended December 31, 2018 and 2017, respectively.
Future minimum lease payments under non-cancelable leases at December 31, 2018, were as follows (in thousands):
 Operating Capital
2019$3,670
 $40
20203,572
 36
20212,961
 
20222,001
 
2023573
 
Thereafter
 
Total minimum lease payments$12,777
 76
Less: Amount representing interest  (6)
Capital lease obligation  $70
12. Commitments and Contingencies
Land Lease Purchase Agreement

On December 13, 2018, we entered into a Purchase and Sale Agreement ("PSA") to purchase a leasehold interest to a parcel of land located in Maricopa County, Arizona for a period of 84 years, on which we intend to construct our new headquarters. The purchase price of the land lease was $13.1 million. It is also contemplated that we will prepay the rent under the lease in the amount of $10.9 million. The PSA includes a due diligence period, during which we may terminate and forfeit our initial deposit of $0.2 million. On March 4, 2019, we entered into an amendment to the PSA which extended the due diligence period to May 3, 2019. On May 3, 2019, we entered into a second amendment to the PSA which extended the due diligence period to June 28, 2019. The second amendment also revised certain stated approval dates and removed the requirement for an additional deposit originally due at the end of the due diligence period.
Product Litigation
We are currently named as a defendant in seven lawsuits in which the plaintiffs allege either wrongful death or personal injury in situations in which a TASER CEW was used by law enforcement officers in connection with arrests. While the facts vary from case to case, these product liability claims typically allege defective product design, manufacturing, and/or failure to warn. They seek compensatory and sometimes punitive damages, often in unspecified amounts.

We continue to aggressively defend all product litigation. As a general rule, it is our policy not to settle suspect injury or death cases. Exceptions are sometimes made where the settlement is strategically beneficial to us. Due to the confidential nature of our litigation strategy and the confidentiality agreements that are executed in the event of a settlement, we do not identify or comment on specific settlements by case or amount. Based on current information, we do not believe that the outcome of any such legal proceeding will have a material effect on our financial position, results of operations, or cash flows. We are self-insured for the first $5.0 million of any product claim made after 2014. No judgment or settlement has ever exceeded this amount in any products case. We continue to maintain product liability insurance coverage, including an insurance policy fronting arrangement, above our self-insured retention with various limits depending on the policy period.
Other Litigation

We are a defendant in a litigation matter filed by Digital Ally Inc. (“Digital”) in the District of Kansas alleging patent infringement regarding our Axon Signal technology. Digital seeks a judgment of infringement, monetary damages, a permanent injunction, punitive damages and attorneys’ fees and costs. Both fact and expert discovery are complete. The parties filed motions for summary judgment on January 31, 2019 and briefing is now complete. Rulings are not expected before the fourth quarter of 2019. No trial date has been set but, if necessary, is not expected to occur before the first quarter of 2020.

We are vigorously defending this litigation. The case has been substantially narrowed based on (1) the district court’s dismissal of all of Digital’s antitrust claims in January 2017, which ruling was affirmed by the Federal Circuit in May 2018 and the U.S. Supreme Court denied review; (2) the district court’s dismissal of Digital’s ‘292 patent from the litigation with prejudice in March 2018, and Digital’s execution of a covenant not to sue Axon on that patent on existing Axon products; and (3) Digital’s dismissal of certain inconsistent claims in the ‘452 patent, leaving only one independent claim for resolution by the court. We believe the ‘452 patent is both invalid and not infringed, and we do not believe it is probable that we will incur a material loss.

Although we have not yet been served, we are aware that a consumer class action lawsuit previously filed and dismissed in California in 2018 has been refiled in Nevada. The case alleges the TASER Pulse, X2 and X26P CEWs have a faulty safety switch based on Douglas Richey’s Pulse allegedly discharging inside its neoprene case in a jacket pocket without injury. Any such discharge was likely due to static electricity, as disclosed in our consumer warnings. We will vigorously defend this claim and the propriety of any class certification.

U.S. Federal Trade Commission Investigation

In June 2018 we received a letter from the U.S. Federal Trade Commission (“FTC”) with respect to its non-public investigation into our acquisition of VIEVU, LLC in May 2018.  The FTC issued a subpoena for certain information and documentation relating to the acquisition on March 21, 2019. We are cooperating with the investigation.

19

AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)




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 the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time.
Based on our assessment of outstanding litigation and claims as of March 31, 2019, 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 March 31, 2019, we had outstanding letters of credit of $3.1 million that are expected to expire in May 2019 and September 2021. Additionally, we had $24.6 million of outstanding surety bonds at March 31, 2019, with $0.4 million expiring in 2019, $0.7 million expiring in 2020, $2.3 million expiring in 2021, $3.2 million expiring in 2022, $7.5 million expiring in 2023 and the remaining $10.5 million expiring in 2024.
13. Related Party Transactions
We subscribe to various cloud-based applications from Salesforce. Bret Taylor, a member of our Board of Directors, serves as President and Chief Product Officer of Salesforce. We incur costs at different times throughout the year, typically in advance of services being provided, and subsequently amortize these costs ratably to expense as services are provided over the contractual term. The cost to subscribe to various cloud-based hosting arrangements from Salesforce and Quip was $0.5 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, $0.1 million was due to Salesforce for such arrangements. Amounts due to Salesforce as of December 31, 2018 were negligible.

20


14. 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.
We also have a non-qualified deferred compensation plan for certain executives, key 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 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. 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. Our matching contributions to the 401(k) and non-qualified deferred compensation plan for the three months ended March 31, 2019 and 2018, were $1.4 million and $0.8 million, respectively. Future matching contributions to the plans are at our sole discretion.
15. Segment Data
Our operations are comprised of two reportable segments: the manufacture and sale of CEWs, 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 (collectively, the “Software and Sensors” segment). 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 March 31, 2019 Three Months Ended March 31, 2018
 TASER Software and Sensors Total TASER Software and Sensors Total
Net sales from products$65,301
 $22,788
 $88,089
 $63,524
 $17,450
 $80,974
Net sales from services90
 27,631
 27,721
 
 20,241
 20,241
Net sales65,391
 50,419
 115,810
 63,524
 37,691
 101,215
Cost of product sales23,278
 16,322
 39,600
 20,543
 11,891
 32,434
Cost of service sales
 7,293
 7,293
 
 4,320
 4,320
Cost of sales23,278
 23,615
 46,893
 20,543
 16,211
 36,754
Gross margin42,113
 26,804
 68,917
 42,981
 21,480
 64,461
            
Research and development3,712
 19,642
 23,354
 2,960
 12,159
 15,119
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 March 31, 2019, and results of operations for the three months ended March 31, 2019 and 2018, should be read in conjunction with the condensed consolidated financial statements and related notes included in this Report on Form 10-Q and those in our 2018 Annual Report on Form 10-K filed with the SEC on February 27, 2019. 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 2018 Annual Report on Form 10-K. See also "Special Note Regarding Forward-Looking Statements" on page ii of this Report on Form 10-Q.

Overview

Axon 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 revenues for the three months ended March 31, 2019 were $115.8 million, an increase of $14.6 million, or 14.4%, from the comparable period in the prior year. We had income from operations of $2.7 million compared to $13.6 million for the same period in the prior year. The decrease in operating results was due to an increase in cost of sales as well as investments over the past year for additional headcount in research and development and sales, general and administrative functions to support continued and future growth. Additionally, margins were compressed related to the rollout of our newest TASER device and increased data storage and tariff and customs expenses. We recorded net income of $6.4 million compared to $12.9 million for the comparable period in the prior year.

2019 Outlook

For the year ending December 31, 2019, we expect revenue $485 million to $495 million. We expect stock-based compensation expenses to be approximately $35 million for the full year, which is subject to change depending on our assessment of the probability of attaining operational metrics for the CEO Performance Award and XSU awards, and on the expected timing of such attainment. We expect a normalized income tax rate of between 20% and 25%; this rate can fluctuate depending on geography of income and the effects of discrete items, including changes in our stock price.

21


Results of Operations

Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
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 March 31,
 2019 2018
Net sales from products$88,089
 76.1 % $80,974
 80.0%
Net sales from services27,721
 23.9
 20,241
 20.0
Net sales115,810
 100.0
 101,215
 100.0
Cost of product sales39,600
 34.2
 32,434
 32.0
Cost of service sales7,293
 6.3
 4,320
 4.3
Cost of sales46,893
 40.5
 36,754
 36.3
Gross margin68,917
 59.5
 64,461
 63.7
Operating expenses:       
Sales, general and administrative42,892
 37.0
 35,759
 35.3
Research and development23,354
 20.2
 15,119
 14.9
Total operating expenses66,246
 57.2
 50,878
 50.2
Income from operations2,671
 2.3
 13,583
 13.5
Interest and other income, net2,313
 2.0
 1,263
 1.2
Income before provision for income taxes4,984
 4.3
 14,846
 14.7
Provision for (benefit from) income taxes(1,435) (1.2) 1,920
 1.9
Net income$6,419
 5.5 % $12,926
 12.8%
The following table presents our revenues disaggregated by geography (in thousands):
 Three Months Ended March 31,
 2019 2018
United States$94,333
 81% $77,950
 77%
Other countries21,477
 19
 23,265
 23
Total$115,810
 100% $101,215
 100%

International revenue decreased slightly compared to the prior year comparable period, driven primarily by large sales in the prior year period in the Asia Pacific region that did not recur in the current period.


22


Net Sales
Net sales by product line were as follows (dollars in thousands):
 Three Months Ended March 31, 
Dollar
Change
 
Percent
Change
 2019 2018  
TASER segment:           
TASER 7$9,954
 8.6% $
 % $9,954
 *
TASER X26P15,872
 13.7
 16,474
 16.4
 (602) (3.7)
TASER X213,085
 11.3
 23,932
 23.6
 (10,847) (45.3)
TASER Pulse and Bolt670
 0.6
 1,346
 1.3
 (676) (50.2)
Single cartridges19,160
 16.6
 16,114
 15.9
 3,046
 18.9
Axon Evidence and cloud services36
 
 
 
 36
 *
Extended warranties4,316
 3.7
 3,706
 3.7
 610
 16.5
Other2,298
 2.0
 1,952
 1.9
 346
 17.7
Total TASER segment65,391
 56.5
 63,524
 62.8
 1,867
 2.9
Software and Sensors segment:        
 

Axon Body6,445
 5.6
 5,558
 5.5
 887
 16.0
Axon Flex1,224
 1.1
 1,669
 1.6
 (445) (26.7)
Axon Fleet3,516
 3.0
 2,116
 2.1
 1,400
 66.2
Axon Dock3,312
 2.9
 3,035
 3.0
 277
 9.1
Axon Evidence and cloud services27,618
 23.7
 20,241
 20.0
 7,377
 36.4
TASER Cam903
 0.8
 1,360
 1.3
 (457) (33.6)
Extended warranties4,930
 4.3
 2,490
 2.5
 2,440
 98.0
Other2,471
 2.1
 1,222
 1.2
 1,249
 102.2
Total Software and Sensors segment50,419
 43.5
 37,691
 37.2
 12,728
 33.8
Total net sales$115,810
 100.0% $101,215
 100.0% $14,595
 14.4 %
* Not applicable
Net unit sales for TASER device handles and other products and Software and Sensors segment products were as follows:
 Three Months Ended March 31, 
Unit
Change
 
Percent
Change
 2019 2018  
TASER 78,835
 
 8,835
 *
TASER X26P14,985
 15,720
 (735) (4.7)
TASER X29,861
 20,501
 (10,640) (51.9)
TASER Pulse and Bolt1,253
 4,000
 (2,747) (68.7)
Cartridges616,517
 532,952
 83,565
 15.7
Axon Body25,848
 21,769
 4,079
 18.7
Axon Flex3,591
 3,693
 (102) (2.8)
Axon Fleet1,735
 1,857
 (122) (6.6)
Axon Dock4,994
 5,844
 (850) (14.5)
TASER Cam1,741
 3,528
 (1,787) (50.7)
*Not applicable
Net sales for the TASER segment increased 2.9% primarily as a result of increased cartridge revenue, partially offset by a net decrease of $2.2 million in TASER device sales. The decreased unit sales of X2 and X26P were partially offset by higher average selling prices. As expected, we have started to see a shift to purchases of our newest device, TASER 7, from legacy X2 and X26P devices. We expect recurring payment plan subscriptions to increase in 2019 as we drive sales of TASER 7, which includes a software subscription with Axon Evidence.

23


Net sales for the Software and Sensors segment increased 33.8% as we continued to add users and associated devices to our network during the three months ended March 31, 2019, resulting in increased revenues. Our aggregate number of users continued to increase, which resulted in increased Axon Evidence and extended warranty revenues of $7.4 million and $2.4 million, respectively. Additionally, we recorded a $1.4 million increase in revenue related to Axon Fleet, primarily driven by increased pricing.
To gain more immediate feedback regarding activity for Software and Sensors products and services, we also review bookings for these products. We consider bookings to be a statistical measure defined as the sales price of orders (not invoiced sales), including contractual optional periods we expect to be exercised, net of cancellations, inclusive of renewals, placed in the relevant fiscal period, regardless of when the products or services ultimately will be provided. Most bookings will be invoiced in subsequent periods. Due to municipal government funding rules, in some cases certain of the future period amounts included in bookings are subject to budget appropriation or other contract cancellation clauses. Although we have entered into contracts for the delivery of products and services in the future and anticipate the contracts will be fulfilled, if agencies do not exercise contractual options, do not appropriate funds in future year budgets, or do enact a cancellation clause, revenue associated with these bookings may not ultimately be recognized, resulting in a future reduction to bookings. Bookings related to our Software and Sensors segment, net of cancellations, were $76.4 million and $97.5 million during the three months ended March 31, 2019 and 2018, respectively, a decrease of $21.1 million, or 21.7%. Bookings for the current quarter reflect typical Q1 seasonality, which we did not experience in Q1 2018 due to a substantial international order. We anticipate that bookings growth will increase when Axon Body 3 begins shipping in Q3 2019.
The chart below illustrates our Software and Sensors segment quarterly bookings for each of the previous six fiscal quarters (in thousands):
chart-4682d2c1d5375d83909.jpg
Cost of Product and Service Sales
Within the TASER segment, cost of product sales increased to $23.3 million for the three months ended March 31, 2019 from $20.5 million for the same period in 2018. Cost as a percentage of sales increased to 35.6% from 32.3%. The increase in cost of product sales as a percentage of sales was primarily attributable to initial production costs as well as higher depreciation on new production equipment for the TASER 7.
Within the Software and Sensors segment, cost of product and service sales increased to $23.6 million for the three months ended March 31, 2019 from $16.2 million for the same period in 2018. Cost as a percentage of sales increased to 46.8% from 43.0%. Cost of product sales increased $4.4 million primarily driven by the impact of increased units as well as increased freight and customs expenses. Cost of service sales increased $3.0 million driven by a $2.1 million increase in third party cloud costs as well as an increase in professional services following the acquisition of VIEVU in May 2018.
Gross Margin
As a percentage of net sales, gross margin for the TASER segment decreased to 64.4% from 67.7% for the three months ended March 31, 2019 and 2018, respectively. In addition to the cost impacts noted above, trade-in credits for certain customers purchasing TASER 7 devices negatively impacted gross margin.

24


As a percentage of net sales, gross margin for the Software and Sensors segment decreased to 53.2% from 57.0% for the three months ended March 31, 2019 and 2018, respectively. Within the Software and Sensors segment, hardware gross margin was 28.4% for the three months ended March 31, 2019 compared to 31.9% for the same period in 2018, while the service margins were 73.6% and 78.7% during those same periods, respectively.
Sales, General and Administrative Expenses
Sales, general and administrative ("SG&A) expenses were comprised as follows (dollars in thousands):
 Three Months Ended March 31, Dollar
Change
 Percent
Change
 2019 2018  
Total sales, general and administrative expenses$42,892
 $35,759
 $7,133
 19.9
Sales, general, and administrative as a percentage of net sales37.0% 35.3%    
Stock-based compensation expense increased $2.4 million in comparison to the prior quarter, which was primarily attributable to expense of $1.9 million from the CEO Performance Award and XSUs. Salaries, benefits and bonus expenses increased $2.1 million primarily due to a continued increase in headcount. Sales and marketing expenses increased $0.9 million primarily as a result of higher commissions on increased sales.
Research and Development Expenses
Research and development ("R&D") expenses were comprised as follows (dollars in thousands):
 Three Months Ended March 31, Dollar
Change
 Percent
Change
 2019 2018  
Total research and development expenses$23,354
 $15,119
 $8,235
 54.5
Research and development as a percentage of net sales20.2% 14.9%    
Our Software and Sensors segment was responsible for 91% of the overall increase in R&D expense. Within the TASER segment, R&D expense increased $0.8 million, of which $0.7 million was related to increased stock-based compensation expense and salaries as we continue to invest in personnel allocated to the development of new CEW related technologies. R&D expense for the Software and Sensors segment increased $7.5 million, primarily due to a $6.1 million increase related to salaries and benefits, inclusive of stock-based compensation. 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. These investments include Axon Records and computer-aided dispatch software. We believe that these investments will result in an increase in our subscription revenue base, which over time will result in revenue increasing faster than the increase in SG&A expenses and R&D costs, as we reach economies of scale.
Interest and Other Income, Net
Interest and other income, net was $2.3 million for the three months ended March 31, 2019 compared to $1.3 million for the same period in 2018. The increase was primarily attributable to increase investment interest income on our higher balance of cash, cash equivalents and investments.
Provision for Income Taxes
The provision for income taxes was a benefit of $1.4 million for the three months ended March 31, 2019, which was an effective tax rate of (28.8)%. Our estimated full year effective income tax rate for 2019, before discrete period adjustments, is 21.1%, which is greater than the federal statutory rate, primarily due to state taxes and non-deductible expenses for items such as meals and entertainment, executive compensation limited under IRC Section 162(m), lobbying fees, and an income inclusion from GILTI, offset by a reduction for FDII and R&D tax credits. The effective tax rate was favorably impacted by a $2.7 million discrete tax benefit primarily associated with windfalls related to stock-based compensation for RSUs that vested or stock options that were exercised during the three months ended March 31, 2019. This was offset by an unfavorable discrete item of $0.3 million related to the write off of certain deferred tax assets related to future stock compensation vests for certain officers for whom deductibility of compensation is limited by IRC Section 162(m).

25


Net Income
Our net income decreased by $6.5 million to $6.4 million for the three months ended March 31, 2019 compared to $12.9 million for the same period in 2018. Net income per basic and diluted share was $0.11 for the three months ended March 31, 2019 compared to $0.24 per basic and diluted share for the same period in 2018.
Three Months Ended March 31, 2019 Compared to the Three Months Ended December 31, 2018
Net Sales
Net sales by product line were as follows (dollars in thousands):
 Three Months Ended March 31, 2019 
Three Months Ended
December 31, 2018
 Dollar
Change
 Percent
Change
TASER segment:           
TASER 7$9,954
 8.6% $7,358
 6.4% $2,596
 35.3 %
TASER X26P15,872
 13.7
 18,020
 15.7
 (2,148) (11.9)
TASER X213,085
 11.3
 16,151
 14.1
 (3,066) (19.0)
TASER Pulse and Bolt670
 0.6
 1,333
 1.2
 (663) (49.7)
Single cartridges19,160
 16.6
 16,495
 14.4
 2,665
 16.2
Axon Evidence and cloud services36
 
 
 
 36
 *
Extended warranties4,316
 3.7
 4,186
 3.6
 130
 3.1
Other2,298
 2.0
 1,758
 1.5
 540
 30.7
Total TASER segment65,391
 56.5
 65,301
 56.9
 90
 0.1
Software and Sensors segment:           
Axon Body6,445
 5.6
 6,801
 5.9
 (356) (5.2)
Axon Flex1,224
 1.1
 1,980
 1.7
 (756) (38.2)
Axon Fleet3,516
 3.0
 5,887
 5.1
 (2,371) (40.3)
Axon Dock3,312
 2.9
 3,374
 2.9
 (62) (1.8)
Axon Evidence and cloud services27,618
 23.7
 25,778
 22.6
 1,840
 7.1
TASER Cam903
 0.8
 1,032
 0.9
 (129) (12.5)
Extended warranties4,930
 4.3
 3,339
 2.9
 1,591
 47.6
Other2,471
 2.1
 1,299
 1.1
 1,172
 90.2
Total Software and Sensors segment50,419
 43.5
 49,490
 43.1
 929
 1.9
Total net sales$115,810
 100.0% $114,791
 100.0% $1,019
 0.9 %
*Not applicable.
Net unit sales for TASER device handles and other products and Software and Sensors segment products were as follows:
 Three Months Ended March 31, 2019 Three Months Ended December 31, 2018 Unit
Change
 Percent
Change
TASER 78,835
 5,759
 3,076
 53.4 %
TASER X26P14,985
 18,597
 (3,612) (19.4)
TASER X29,861
 13,088
 (3,227) (24.7)
TASER Pulse and Bolt1,253
 7,490
 (6,237) (83.3)
Cartridges616,517
 600,690
 15,827
 2.6
Axon Body25,848
 26,167
 (319) (1.2)
Axon Flex3,591
 5,080
 (1,489) (29.3)
Axon Fleet1,735
 3,905
 (2,170) (55.6)
Axon Dock4,994
 3,859
 1,135
 29.4
TASER Cam1,741
 1,952
 (211) (10.8)

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Net sales within the TASER segment remained consistent with the prior quarter. Revenues for TASER devices decreased $3.3 million driven by the decrease in unit sales, partially offset by higher average selling prices for X2, X26P, and consumer devices. Trade-in credits for certain customers negatively impacted the average selling price for TASER 7 devices. Cartridge revenue increased primarily due to a higher average selling price, as well as increased units.
Within the Software and Sensors segment, net sales increased 1.9% as we continued to add users to our network, resulting in higher service revenues. Additionally, extended warranty revenue increased driven by the higher number of cameras and docks in the field. The increases were partially offset by a decline in hardware revenues. Unit sales for Axon Body cameras slowed in advance of the release of the new Axon Body 3, which is anticipated in the third quarter of 2019.
Non-GAAP Measures

To supplement our financial results presented in accordance with GAAP, we present the non-GAAP financial measures of EBITDA and Adjusted EBITDA (CEO Performance Award). Our management uses these non-GAAP financial measures in evaluating our performance in comparison to prior periods. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance, and when planning and forecasting our future periods. A reconciliation of GAAP to the non-GAAP financial measures is presented below.

EBITDA (Most comparable GAAP Measure: Net income) - Earnings before interest expense, investment interest income, taxes, depreciation and amortization.
Adjusted EBITDA (CEO Performance Award) (Most comparable GAAP Measure: Net income) - Earnings before interest expense, investment interest income, taxes, depreciation, amortization and non-cash stock-based compensation expense.

Although these non-GAAP financial measures are not consistent with GAAP, management believes investors will benefit by referring to these non-GAAP financial measures when assessing our operating results, as well as when forecasting and analyzing future periods. However, management recognizes that:

these non-GAAP financial measures are limited in their usefulness and should be considered only as a supplement to our GAAP financial measures;
these non-GAAP financial measures should not be considered in isolation from, or as a substitute for, our GAAP financial measures;
these non-GAAP financial measures should not be considered to be superior to our GAAP financial measures; and
these non-GAAP financial measures were not prepared in accordance with GAAP and investors should not assume that the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q were prepared under a comprehensive set of rules or principles.
    
EBITDA and Adjusted EBITDA (CEO Performance Award) reconcile to net income as follows (dollars in thousands):
 Three Months Ended
 March 31, 2019 December 31, 2018 March 31, 2018
Net income$6,419
 $2,083
 $12,926
Depreciation and amortization2,800
 2,389
 2,411
Interest expense6
 33
 20
Investment interest income(2,003) (1,076) (75)
Provision for (benefit from) income taxes(1,435) 931
 1,920
EBITDA$5,787
 $4,360
 $17,202
      
Adjustments:     
Stock-based compensation expense7,905
 6,577
 4,093
Adjusted EBITDA (CEO Performance Award)$13,692
 $10,937
 $21,295
Liquidity and Capital Resources
Summary
As of March 31, 2019, we had $225.2 million of cash, cash equivalents and restricted cash, a decrease of $125.8 million as compared to December 31, 2018. The decrease in the balance of cash, cash equivalents and restricted cash was primarily attributable to the purchase of investments of $105.3 million. As of March 31, 2019, we had $223.6 million of cash and cash equivalents, of which $42.0 million was held in foreign locations. Our ongoing sources of cash include cash on hand, investments, and cash flows from operations. 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 March 31, 2019, we had letters of credit outstanding of $3.1 million, leaving the net amount available for borrowing of $46.9 million. The facility matures on December 31, 2021, and has an accordion feature which allows for an increase in the total line of credit up to $100.0 million, subject to certain conditions, including the availability of additional bank commitments. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under our revolving credit facility. At March 31, 2019 and December 31, 2018, 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 March 31, 2019, our funded debt to EBITDA ratio was 0.001 to 1.00.

TASER 60 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 CEW 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 TASER 60 arrangement 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. We anticipate, and have prepared for, the majority of our arrangements in both reportable segments to be offered in similar subscription-type offerings over the coming years. With the launch of the TASER 7, which is primarily being sold in subscription offerings, we expect this strategic shift to accelerate.

Based on our strong balance sheet and the fact that we do not have long-term debt at March 31, 2019, 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 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. 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):
 Three Months Ended March 31,
 2019 2018
Net cash provided by (used in) operating activities$(13,970) $18,044
Net cash provided by (used in) investing activities(110,755) 1,268
Net cash used in financing activities(1,159) (3,421)
Effect of exchange rate changes on cash, cash equivalents and restricted cash67
 469
Net increase (decrease) in cash, cash equivalents and restricted cash$(125,817) $16,360

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Operating activities
Net cash used in operating activities in the first three months of 2019 of $14.0 million reflects $6.4 million in net income, non-cash income statement items totaling $12.7 million, and cash outflows of $33.1 million for the net change in operating assets and liabilities. Included in the non-cash items were $2.8 million in depreciation and amortization expense and $7.9 million in stock-based compensation expense. Cash used in operations was impacted by increased accounts and notes receivable and contract assets of $22.0 million, decreased accounts payable, accrued liabilities and other liabilities of $7.3 million, increased inventory of $3.9 million, and increased prepaid expenses and other assets of $3.2 million. The increase in accounts and notes receivable and contract assets was attributable to increased sales over the last several quarters, primarily sales made under subscription plans, as well as slower customer collections. The decrease in accounts payable, accrued liabilities and other liabilities was primarily attributable to the timing of payments for our annual bonus plan. Cash used in operations was also impacted by various other operating items, including increased deferred revenue of $3.2 million.

Net cash provided by operating activities in the first three months of 2018 of $18.0 million reflects $12.9 million in net income impacted by the net increase of non-cash income statement items totaling $8.2 million and a decrease of $3.1 million for the net change in operating assets and liabilities. Included in the non-cash items were $2.4 million in depreciation and amortization expense and $4.1 million in stock-based compensation expense, and deferred income tax expense of $1.5 million. Increases to operating cash flows consisted of increased accounts payable, accrued and other liabilities of $6.7 million, which reduced the amount of cash used during the period, along with increased deferred revenue of $6.6 million and decreased inventory of $2.4 million. The increase in deferred revenue was primarily driven by increased software and sensors services invoiced in advance. Cash used in operations was also impacted by various other operating items, with the most significant component related to increased accounts and notes receivable and contract assets of $17.1 million primarily related to increased customer balances under our Officer Safety Plan and TASER 60 purchase programs. Cash used in operations was also impacted by increased prepaid expenses and other assets of $1.7 million which was primarily related to increased deferred commissions balances of $9.3 million partially offset by lower deferred cost of products sold of $1.5 million. Both of these changes were driven by accounting changes related to the adoption of new guidance on revenue recognition.

Investing activities
We used $110.8 million in investing activities during the first three months of 2019, which was comprised of $105.3 million for the purchase of investments and $5.4 million for the purchase of property and equipment and intangible assets.

We generated $1.3 million from investing activities during the first three months of 2018. Maturities and calls of investments, net of purchases, were $2.4 million, which was partially offset by an investment of $1.1 million in the purchase of property and equipment and intangible assets.

Financing activities
Net cash used in financing activities was $1.2 million during the first three months of 2019. During the first three months of 2019, we paid income and payroll taxes of $1.3 million on behalf of employees who net-settled stock awards during the period, which was partially offset by proceeds from options exercised of $0.1 million.

Net cash used in financing activities was $3.4 million during the first three months of 2018. During the first three months of 2018, we paid income and payroll taxes of $3.8 million on behalf of employees who net-settled stock awards during the period, which was partially offset by proceeds from options exercised of $0.4 million.
Off-Balance Sheet Arrangements
The discussion of off-balance sheet arrangements in Note 12 of the notes to our condensed consolidated financial statements within this 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 and the understanding of our results of operations. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. While we do not believe that a change in these estimates is reasonably likely, there can be no assurance that our actual results will not differ from these estimates. The effect of these estimates on our financial condition and results of operations are discussed below.

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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. RSUs are classified as equity and measured at the fair market value of the underlying stock at the grant date. We recognize RSU expense using the straight-line attribution method over the requisite service period. We also issue performance-based RSUs, the vesting of which is 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. 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 conditions, and 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 probable. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense is recognized for each pair of performance and market conditions over the longer of the expected achievement period of the performance and market conditions, beginning at the point in time that the relevant performance condition is considered probable of achievement. The fair value of such awards is estimated on the grant date using Monte Carlo simulations. Refer to Note 9 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q.
We have granted a total of 12.9 million performance-based awards (options and restricted stock units) of which 12.0 million are outstanding as of March 31, 2019, the vesting of which is contingent upon the achievement of certain performance criteria including the successful development and market acceptance of future product introductions, our future sales targets, operating performance, and market capitalization. These awards will vest and compensation expense 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 stock-based compensation and consequently, the related amount recognized in our condensed consolidated statements of operations and comprehensive income.
Leases

We adopted Topic 842 as of January 1, 2019. Refer to Note 1 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion about the new standard and its impact on our condensed consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We give consideration to our line of credit as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.

Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet. Our lease agreements do not contain any residual value guarantees.
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 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 intent and ability to hold these instruments to maturity, no gains or losses are recognized due to changes in interest rates. These securities are reported at amortized cost. Based on investment positions as of March 31, 2019, a hypothetical 100 basis point increase in interest rates across all maturities would result in a $0.4 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 $3.1 million at March 31, 2019. At March 31, 2019, there was no amount outstanding under the line of credit and the available borrowing under the line of credit was $46.9 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 U.S. dollars and therefore, are not subject to exchange rate fluctuations on these transactions. However, the cost of our products to our customers increases when the U.S. dollar strengthens against their local currency, and we may have more sales and expenses denominated in foreign currencies in future years which could increase our foreign exchange rate risk. Additionally, intercompany sales to our non-U.S. dollar functional currency international subsidiaries are transacted in U.S. dollars which could increase our foreign exchange rate risk caused by foreign currency transaction gains and losses.
To date, we have not engaged in any currency hedging activities. However, we may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to the prohibitive economic cost of hedging particular exposures. As such, fluctuations in currency exchange rates could harm our business in the future.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer are responsible for the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2019.
Change in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29


PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
The discussion under the headings Product Litigation, Other Litigation, and Federal Trade Commission Investigation in Note 12 of the notes to our condensed consolidated financial statements included in PART I, ITEM 1 of this Report on Form 10-Q is incorporated by reference herein.
Item 1A. Risk Factors

There are no other 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, 2018, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock, except as noted below.

Higher costs or unavailability of materials could adversely affect our financial results.

We depend on certain domestic and international suppliers for the delivery of components used in the assembly of our products. Our reliance on third-party suppliers creates risks related to our potential inability to obtain an adequate supply of components or sub-assemblies and reduced control over pricing and timing of delivery of components and sub-assemblies. Specifically, we depend on suppliers of sub-assemblies, machined parts, injection molded plastic parts, printed circuit boards, custom wire fabrications and other miscellaneous customer parts for our products. We do not have long-term agreements with any of our suppliers and there is no guarantee that supply will not be interrupted.

Single or sole-source components used in the manufacture of our products may become unavailable or discontinued. Delays caused by industry allocations or obsolescence may take weeks or months to resolve. In some cases, parts obsolescence may require a product re-design to ensure quality replacement components. These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations and could injure our reputation.

A significant number of our raw materials or components are comprised of petroleum-based products or incur some form of landed cost associated with transporting the raw materials or components to our facility. Our freight and import costs and the timely delivery of our products could be adversely impacted by a number of factors which could reduce the profitability of our operations, including: higher fuel costs; potential port closures; customs clearance issues; increased government regulation or changes for imports of foreign products into the U.S.; delays created by terrorist attacks or threats, public health issues, national disasters or work stoppages; and other matters. Any interruption of supply for any material components of our products could significantly delay the shipment of our products and have a material adverse effect on our revenues, profitability and financial condition. International or domestic geopolitical or other events, including the imposition of new or increased tariffs and/or quotas by the U.S. government on any of these raw materials or components, could adversely impact the supply and cost of these raw materials or components, and could adversely impact the profitability of our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information

None.

30



*    Filed herewith
**    Furnished herewith



 



31


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:May 10, 2019   
  By: /s/ PATRICK W. SMITH
    Chief Executive Officer
    (Principal Executive Officer)
    
Date:May 10, 2019By: /s/ JAWAD A. AHSAN
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)


32