UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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The number of shares of the registrant’s common stock outstanding as of July 31, 2024 was
AXON ENTERPRISE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations, beliefs, intentions and strategies regarding the future. We intend that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. These forward-looking statements include, without limitation, statements regarding: proposed products and services and related development efforts and activities; expectations about the market for our current and future products and services; the impact of pending litigation; strategies and trends relating to subscription plan programs and revenues; statements related to recently completed acquisitions; our anticipation that contracts with governmental customers will be fulfilled; strategies and trends, including the amounts and benefits of, research and development (“R&D”) investments; the sufficiency of our liquidity and financial resources; expectations about customer behavior; the impact on our investment portfolio of changes in interest rates; our potential use of foreign currency forward and option contracts; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; statements of management’s strategies, goals and objectives and other similar expressions; as well as the ultimate resolution of financial statement items requiring critical accounting estimates, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. 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: our exposure to cancellations of government contracts due to appropriation clauses, exercise of a cancellation clause, or non-exercise of contractually optional periods; the ability of law enforcement agencies to obtain funding, including based on tax revenues; our ability to design, introduce and sell new products, services or features; our ability to defend against litigation and protect our intellectual property, and the resulting costs of this activity; our ability to win bids through the open bidding process for governmental agencies; our ability to manage our supply chain and avoid production delays, shortages and impacts to expected gross margins; the impacts of inflation, macroeconomic conditions and global events; the impact of catastrophic events or public health emergencies; the impact of stock-based 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 or sentiment regarding our products; the impact of various factors on projected gross margins; defects in, or misuse of, our products; changes in the costs of product components and labor; loss of customer data, a breach of security, or an extended outage, including by our third party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to our subscription model; changes in government regulations in the United States and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; our ability to integrate acquired businesses; the impact of declines in the fair values or impairment of our investments, including our strategic investments; our ability to attract and retain key personnel; litigation or inquiries and related time and costs; and counter-party risks relating to cash balances held in excess of federally insured 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. This Quarterly Report on Form 10-Q lists various important factors that could cause actual results to differ materially from expected and historical results. These factors are intended as cautionary statements for investors within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Readers can find them under the heading “Risk Factors” in this Quarterly 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.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| June 30, | December 31, | ||||
2024 | 2023 | |||||
(Unaudited) | ||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Marketable securities | | | ||||
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 notes receivable, net |
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Long-term contract assets, net | | | ||||
Strategic investments | | | ||||
Other long-term 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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Long-term lease liabilities |
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Convertible notes, net | | | ||||
Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 14) |
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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.
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AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
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 from operations |
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Interest income, net | | | | | ||||||||
Other income (loss), 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 | $ | | $ | | $ | | $ | | ||||
Net income 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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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Foreign currency translation adjustments |
| ( |
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Unrealized gain (loss) on available-for-sale investments | | ( | | ( | ||||||||
Comprehensive income | $ | | $ | | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
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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, 2023 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | | ||||||
Issuance of common stock under employee plans, net |
| | — | ( | — | — | — | — | ( | |||||||||||||
Stock-based compensation |
| — | — | | — | — | — | — | | |||||||||||||
Issuance of replacement awards in connection with acquisitions | — | — | | — | — | — | — | | ||||||||||||||
Net income |
| — | — | — | — | — | | — | | |||||||||||||
Other comprehensive loss, net |
| — | — | — | — | — | — | ( | ( | |||||||||||||
Balance, March 31, 2024 |
| | $ | | $ | | | $ | ( | $ | | $ | ( | $ | | |||||||
Issuance of common stock under employee plans, net |
| | — | ( | — | — | — | — | ( | |||||||||||||
Stock-based compensation |
| — | — | | — | — | — | — | | |||||||||||||
Net income |
| — | — | — | — | — | | — | | |||||||||||||
Other comprehensive loss, net |
| — | — | — | — | — | — | ( | ( | |||||||||||||
Balance, June 30, 2024 |
| | $ | | $ | | | $ | ( | $ | | $ | ( | $ | |
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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, 2022 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | | ||||||
Issuance of common stock | | — | | — | — | — | — | | ||||||||||||||
Issuance of common stock under employee plans, net |
| | — | ( | — | — | — | — |
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Stock options exercised |
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Stock-based compensation | — | — | | — | — | — | | |||||||||||||||
Issuance of common stock for business combination contingent consideration |
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Net income | — | — | — | — | — | | — | | ||||||||||||||
Other comprehensive income, net |
| — | — | — | — | — | — | | | |||||||||||||
Balance, March 31, 2023 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | | ||||||
Issuance of common stock | | — | | — | — | — | — | | ||||||||||||||
Issuance of common stock under employee plans, net |
| | — | ( | — | — | — | — |
| ( | ||||||||||||
Stock options exercised | | — | | — | — | — | — | | ||||||||||||||
Stock-based compensation |
| — | — | | — | — | — | — |
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Net income |
| — | — | — | — | — | | — |
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Other comprehensive loss, net |
| — | — | — | — | — | — | ( |
| ( | ||||||||||||
Balance, June 30, 2023 |
| | $ | | $ | |
| | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AXON ENTERPRISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
Cash flows from operating activities: |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Stock-based compensation |
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(Gain) loss on strategic investments and marketable securities, net | ( |
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Realized gain on remeasurement of previously held minority interest, net | ( | — | ||||
Depreciation and amortization | |
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Bond amortization | ( |
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Deferred income taxes |
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Noncash lease expense |
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Amortization of debt issuance costs |
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Unrecognized tax benefits | | | ||||
Other noncash items | | | ||||
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 (used in) 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, and sale 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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Strategic investments |
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Business acquisitions, net of cash acquired | ( |
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Net cash (used in) provided by investing activities |
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Cash flows from financing activities: |
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Net proceeds from equity offering | — | | ||||
Proceeds from options exercised |
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Income and payroll tax payments for net-settled stock awards |
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Net cash (used in) provided by financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net (decrease) increase 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 | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Note 1 - Organization and Summary of Significant Accounting Policies
Axon Enterprise, Inc. (“Axon”, the “Company”, “we”, or “us”) is a market-leading provider of public safety technology solutions. Our mission is to protect life in service of promoting peace, justice and strong institutions.
The accompanying unaudited condensed consolidated financial statements include the accounts of Axon Enterprise, Inc. and our subsidiaries. All 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” or “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, 2023, as filed on Form 10-K. 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, 2023. Our results of operations for the three and six months ended June 30, 2024 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:
● | revenue recognition, |
● | stock-based compensation, |
● | business combinations, |
● | product warranty reserves, |
● | inventory valuation, |
● | valuation of goodwill, intangible and long-lived assets, |
● | valuation of strategic investments, |
● | recognition, measurement and valuation of current and deferred income taxes, and |
● | recognition and measurement of contingencies and accrued litigation expense. |
The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from those estimates.
Geographic Information and Major Customers / Suppliers
For the three and six months ended June 30, 2024 and 2023,
We currently purchase both off-the-shelf and custom components, including finished circuit boards, injection-molded plastic components, small machined parts, custom cartridge components, electronic components and sub-assemblies from suppliers located in the United States, Taiwan, China, Mexico, Vietnam and the Republic of Korea. We may source from other countries as well. Although we currently obtain many of these components from single source suppliers, we own substantially all injection molded component tooling, designs and test fixtures used in their production for all custom components. As a result, we believe we could obtain alternative suppliers in most cases. Although we have experienced supply chain disruptions relating to materials and port constraints, we have remained focused on closely managing our supply chain. We continue to bolster our strategic relationships in our supply chain, identifying
6
secondary/alternate sourcing, adjusting build plans accordingly, and building in logistic modes in support of our increasing demand while working to minimize disruption to customers. We acquire most of our components on a purchase order basis and do not currently have significant long-term purchase contracts with most component suppliers.
Income per Common Share
Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share reflects the potential dilution from outstanding stock options and unvested restricted stock units (“RSUs”). The effects of outstanding stock options, unvested RSUs, our
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Numerator for basic and diluted earnings per share: |
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Net income | $ | | $ | | $ | | $ | | ||||
Denominator: |
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Weighted average shares outstanding |
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Dilutive effect of stock-based awards |
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Dilutive effect of 2027 Notes | | — |
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Diluted weighted average shares outstanding |
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Net income per common share: |
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Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | |
Potentially dilutive securities that are not included in the calculation of diluted net income per share because doing so would be antidilutive are as follows (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Stock-based awards |
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2027 Notes |
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2027 Warrants |
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Total potentially dilutive securities | |
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For additional information regarding our 2027 Notes, refer to Note 10.
Warranty Reserves
We warranty our TASER® brand conducted energy devices (“CEDs”), Axon cameras and certain related accessories from manufacturing defects on a limited basis for a period of
Revenue related to separately priced extended warranties is initially recorded as deferred revenue at its allocated amount and subsequently recognized as net sales on a straight-line basis over the warranty service period. Costs related to extended warranties are charged to cost of product and service sales when the costs become probable and can be reasonably estimated.
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