UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the transition period from to
Commission File Number:
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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☒ | Accelerated filer | ☐ | |
Non-accelerated Filer | ☐ | Smaller reporting company | |
Emerging growth company |
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The number of shares of the registrant’s common stock outstanding as of October 30, 2020 was
AXON ENTERPRISE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020
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: the impact of the COVID-19 pandemic; proposed products and services and related development efforts and activities; expectations about the market for our current and future products and services; expected costs relating to the FTC litigation; the impact of pending litigation; strategies and trends relating to subscription plan programs and revenues; our anticipation that contracts with governmental customers will be fulfilled; strategies and trends, including the benefits of, research and development investments; the sufficiency of our liquidity and financial resources; that we may repurchase our common stock; expectations about customer behavior; the impact on our investment portfolio of changes in interest rates; our potential use of foreign currency forward and option contracts; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; statements of management’s strategies, goals and objectives and other similar expressions; as well as the ultimate resolution of financial statement items requiring critical accounting estimates, including those set forth in our Form 10-K for the year ended December 31, 2019. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these identifying words.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: the potential global impacts of the COVID-19 pandemic; our exposure to cancellations of government contracts due to appropriation clauses, exercise of a cancellation clause, or non-exercise of contractually optional periods; our ability to design, introduce and sell new products or features; our ability to defend against litigation and protect our intellectual property, and the resulting costs of this activity; our ability to manage our supply chain and avoid production delays, shortages, and impacts to expected gross margins; the impact of stock compensation expense, impairment expense, and income tax expense on our financial results; customer purchase behavior, including adoption of our software as a service delivery model; negative media publicity regarding our products; the impact of product mix on projected gross margins; defects in our products; changes in the costs of product components and labor; loss of customer data, a breach of security, or an extended outage, including our reliance on third party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to our subscription model; changes in government regulations in the U.S. and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives 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 Securities and Exchange Commission ("SEC") on February 28, 2020 and this Quarterly Report on Form 10-Q list 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 SEC. Our filings with the SEC may be accessed at the SEC’s web site at www.sec.gov.
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| September 30, | December 31, | ||||
2020 | 2019 | |||||
(Unaudited) | ||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Short-term investments |
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Accounts and notes receivable, net of allowance of $ |
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Contract assets, net |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Deferred tax assets, net |
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Intangible assets, net |
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Goodwill |
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Long-term investments |
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Long-term notes receivable, net of current portion |
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Long-term contract assets, net | | | ||||
Other assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued liabilities |
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Current portion of deferred revenue |
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Customer deposits |
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Other current liabilities |
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Total current liabilities |
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Deferred revenue, net of current portion |
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Liability for unrecognized tax benefits |
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Long-term deferred compensation |
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Deferred tax liability, net | | | ||||
Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Treasury stock at cost, |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2020 |
| 2019 |
| 2020 |
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Net sales from products | $ | | $ | | $ | | $ | | ||||
Net sales from services |
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Net sales |
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Cost of product sales |
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Cost of service sales |
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Cost of sales |
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Gross margin |
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Operating expenses: |
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Sales, general and administrative |
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Research and development |
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Total operating expenses |
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Income (loss) from operations |
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Interest and other income, net |
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Income (loss) before provision for income taxes |
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Provision for (benefit from) income taxes |
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Net income (loss) | $ | ( | $ | | $ | ( | $ | | ||||
Net income (loss) per common and common equivalent shares: |
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Basic | $ | ( | $ | | $ | ( | $ | | ||||
Diluted | $ | ( | $ | | $ | ( | $ | | ||||
Weighted average number of common and common equivalent shares outstanding: |
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Basic |
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Diluted |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||
Net income (loss) | $ | ( | $ | | $ | ( | $ | | ||||
Foreign currency translation adjustments |
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Comprehensive income (loss) | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
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| Accumulated |
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Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Retained | Comprehensive | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Earnings | Loss | Equity | |||||||||||||||
Balance, December 31, 2019 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | | ||||||
Cumulative effect of applying a change in accounting principle, net of tax |
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Issuance of common stock under employee plans, net |
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Stock-based compensation |
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Net income |
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Foreign currency translation adjustments |
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Balance, March 31, 2020 |
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Issuance of common stock | | — | | — | — | — | — | | ||||||||||||||
Issuance of common stock under employee plans, net |
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Stock-based compensation |
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Issuance of common stock for business combination contingent consideration |
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Net income (loss) |
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Foreign currency translation adjustments |
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Balance, June 30, 2020 |
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Issuance of common stock under employee plans, net |
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Stock-based compensation |
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Net income (loss) |
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Foreign currency translation adjustments |
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Balance, September 30, 2020 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONT’D)
(in thousands, except share data)
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Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Retained | Comprehensive | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Earnings | Loss | Equity | |||||||||||||||
Balance, December 31, 2018 |
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Issuance of common stock under employee plans, net |
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Stock-based compensation |
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Net income |
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Foreign currency translation adjustments |
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Balance, March 31, 2019 |
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Issuance of common stock under employee plans, net |
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Issuance of common stock for business combination contingent consideration |
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Stock-based compensation |
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Net income |
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Foreign currency translation adjustments |
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Balance, June 30, 2019 |
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Issuance of common stock under employee plans |
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Stock-based compensation |
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Net income |
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Foreign currency translation adjustments |
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Balance, September 30, 2019 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AXON ENTERPRISE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended September 30, | ||||||
| 2020 |
| 2019 | |||
Cash flows from operating activities: |
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Net income (loss) | $ | ( | $ | | ||
Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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Loss on disposal and abandonment of intangible assets |
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Loss on disposal and impairment of property and equipment, net |
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Stock-based compensation |
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Deferred income taxes |
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Unrecognized tax benefits |
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Other noncash, net |
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Provision for expected credit losses | | | ||||
Change in assets and liabilities: |
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Accounts and notes receivable and contract assets |
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Inventory |
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Prepaid expenses and other assets |
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Accounts payable, accrued and other liabilities |
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Deferred revenue |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of investments |
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Proceeds from call / maturity of investments |
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Purchases of property and equipment |
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Proceeds from disposal of property and equipment | | | ||||
Purchases of intangible assets |
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Investment in unconsolidated affiliate |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Net proceeds from equity offering |
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Proceeds from options exercised |
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Income and payroll tax payments for net-settled stock awards |
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Net cash provided by (used in) financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents and restricted cash, beginning of period |
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Cash and cash equivalents and restricted cash, end of period | $ | | $ | | ||
Supplemental disclosures: |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash (Note 1) |
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Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | | $ | | ||
Cash paid for income taxes, net of refunds | $ | | $ | | ||
Non-cash transactions |
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Property and equipment purchases in accounts payable and accrued liabilities | $ | | $ | | ||
Commission converted to stock-based award | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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, Italy, the Netherlands, the United Kingdom, and Vietnam.
The accompanying unaudited condensed consolidated financial statements include the accounts of Axon Enterprise, Inc. and our wholly owned subsidiaries. All material intercompany accounts, transactions, and profits have been eliminated.
Basis of Presentation and Use of Estimates
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in our annual consolidated financial statements for the year ended December 31, 2019, 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, 2019. The results of operations for the three months and nine months ended September 30, 2020 and 2019 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, |
● | expected credit loss reserves, |
● | 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
6
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
and the development, manufacture, and sale of software and sensors, which includes the sale of devices, wearables, applications, cloud and mobile products, and services (collectively, the “Software and Sensors” segment). In both segments, we report sales of products and services. Service revenue in both segments includes sales related to Axon Evidence. In the Software and Sensors segment, service revenue also includes other recurring cloud-hosted software revenue and related professional services. Collectively, this revenue is sometimes referred to as "Axon Cloud revenue."
Reportable segments are determined based on discrete financial information reviewed by our Chief Executive Officer who is our chief operating decision maker ("CODM"). We organize and review operations based on products and services, and currently there are no operating segments that are aggregated. We perform an analysis of our reportable segments at least annually. Additional information related to our business segments is summarized in Note 15.
Geographic Information and Major Customers / Suppliers
For the three and nine months ended September 30, 2020 and 2019,
We currently purchase both off the shelf and custom components, including, but not limited to, finished circuit boards, injection-molded plastic components, small machined parts, custom cartridge components, electronic components, and off the shelf sub-assemblies from suppliers located in the U.S., Australia, Canada, China, Germany, Japan, Mexico, and Taiwan. Although we currently obtain many of these components from single source suppliers, we own the injection molded component tooling, most of the designs, and the test fixtures used in their production for all custom components. As a result, we believe we could obtain alternative suppliers in most cases without incurring significant production delays. We also strategically hold safety stock levels on custom components to further reduce this risk. For off the shelf components, we believe that in most cases there are readily available alternative suppliers who can consistently meet our needs for these components. We acquire most of our components on a purchase order basis and do not have any significant long-term contracts with component suppliers.
Income per Common Share
Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share reflects the potential dilution from outstanding stock options and unvested restricted stock units. The calculation of the weighted average number of shares outstanding and earnings per share are as follows (in thousands except per share data):
7
AXON ENTERPRISE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)