AXON Axon Enterprise Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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November 7, 2023

Date of Report (Date of earliest event reported)

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Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)

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17800 N. 85^th St.

Scottsdale, Arizona 85255

(Address of principal executive offices, including zip code)

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(480) 991-0797

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).  Emerging growth company ☐

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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. ☐

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Item 2.02 Results of Operations and Financial Condition

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On November 7, 2023, Axon Enterprise, Inc. (the "Company" or "Axon"), issued a shareholder letter regarding the Company’s financial results for its third quarter of 2023. The full text of the letter, together with the unaudited condensed consolidated statements of operations, segment reporting, balance sheets, cash flow information, statistical measures and reconciliations of GAAP to non-GAAP financial measures are attached hereto as Exhibit 99.1.

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The information pursuant to Item 2.02 in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

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Item 9.01 Financial Statements and Exhibits

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(d)           Exhibits

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SIGNATURE

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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 hereunto duly authorized.

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Exhibit 99.1

CONTACT:

Investor Relations

Axon Enterprise, Inc.

IR@axon.com

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Axon reports Q3 2023 revenue up 33% to $414 million, raises outlook

Fellow shareholders,

We are delighted to once again present strong quarterly results, raise our full-year outlook and share highlights that speak to stellar momentum across the board. Record revenue across categories in the third quarter reflected broad-based demand for new products, which we discuss below. Axon’s seventh consecutive quarter of over 30% year-over-year revenue growth is a reflection of and testament to our track record of solid execution; product market fit; deployment of capital toward innovation that solves real-world pain points for customers; and growing demand from state and local, federal, international and enterprise customers. We have also achieved GAAP profitability for each of the previous seven quarters.

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Axon Cloud & Services remained a key growth driver in Q3 2023, increasing 55% year over year, fueled by both expansion with existing customers and new logo wins. Net Revenue Retention (NRR) of 122% supported 54% growth in Annual Recurring Revenue (ARR), which has reached $619 million. Sensors product revenue growth of 45% was catalyzed by the first full quarter of Axon Body 4 shipments and continued strength in demand for Axon Fleet 3. TASER segment revenue grew 12% over last year, driven by the ramp of TASER 10. We are pleased with our TASER 10 ramp — revenue grew more than 50% sequentially, demonstrating solid execution on this new product launch, and demand is exceeding our expectations.

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Although we are proud of our results, we are also heavy hearted that we present them in the midst of global wars and growing violence. As CEO and Founder Rick Smith wrote in his annual letter to shareholders, violence leads to sadness and loss and more violence. Ultimately, we believe the way the world wins over evil is to continue to make progress for good. Axon’s mission to protect life is dedicated to that progress.

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Our mission inspires the work we do and has resulted in a growing global demand profile. This affords us the ability to update our full year outlook to an expectation of approximately 30% annual revenue growth and an Adjusted EBITDA margin above 20%. We are humbled at the partnership and trust that our customers place in us as we deliver some of their most critical technologies — and we’re especially pleased to present updates on our U.S. federal government and international customer momentum in this letter, below.

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Select Highlights:

A Force For Good | ESG Updates

Axon Celebrates Year One of Our Moonshot

One year ago in October, Axon launched a moonshot goal to reduce gun-related deaths between the police and the public by 50% over the next ten years. When we launched this goal, we knew we needed better data that captures both officer and civilian fatalities and is comprehensive enough to get to the root causes of shootings.

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One year later, we have introduced key new capabilities in each of the three elements of our strategy to hit our moonshot: Technology, Training and Trust (Data).

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First, we introduced breakthrough new TASER 10 technology that doubles the range while delivering 10 shots.

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Second, we upgraded training capabilities with dedicated virtual reality (VR) TASER hardware for both TASER 10 and TASER 7. With VR sidearms in development, we believe Axon VR will transform public safety training.

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Third, we are optimizing public safety data with a new national database that represents a critical step toward achieving our moonshot goal. The Axon Public Safety Gun Fatality Database, released in collaboration with the independent non-profit research firm Institute for Intergovernmental Research (IIR), provides a comprehensive view of gunfire fatalities between police and the public in the United States, including the deaths of both civilians and law enforcement officers.

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This new database allows us to ask and answer the right questions and will help guide our future product roadmap. We are incredibly proud to lead the charge for good with investments in Technology, Training and data to build Trust.

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Force For Good Report | 2023 

Axon’s moonshot goal is part of our broader company mission to protect life. Our vision is a world where bullets are obsolete, where social conflict is dramatically reduced, and where everyone has access to a fair and effective justice system.

On November 28th, we will publish our third responsibility report to share our ever-deepening commitment to being a force for good. We approach corporate social responsibility both qualitatively and quantitatively. Axon’s Force For Good report will serve as our updated Environmental, Social & Governance (ESG) report, and account for Axon’s progress from 2021 to 2023. Axon’s previous report was published in 2021.

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Axon Aid Responds to Hurricane Idalia

When disaster strikes, Axon is proud to support first responders and communities in need. Recently, Florida, Georgia and the Carolinas grappled with the destructive force of Hurricane Idalia. In its aftermath, Axon Aid’s Emergency Response Team joined forces with the Lowndes County Sheriff’s Office (GA) to support their community and alleviate strain on public resources.

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Axon Aid's deployment to Lowndes County lasted three days and included 138 drone missions flown, covering more than 100 miles across the county and identifying 68 damage sites. The Axon Aid pilots assisted in providing real time situational awareness that helped to focus first responder efforts, saving time and aiding efficiency, at no cost to the public.

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“First responders know that in a time of crisis, community support is invaluable. Axon demonstrated their unwavering commitment towards that support by providing essential resources and personnel during our recent natural disaster. We are immensely grateful to Axon Aid and their Emergency Response Team for their swift and effective support in the aftermath of Hurricane Idalia. Their amazing team arrived within hours of our request and provided incredible training and insight to our newly formed drone team. Axon’s drone technology, flown by skilled pilots, provided critical situational awareness and helped us identify damage areas promptly. This invaluable assistance not only expedited our recovery efforts but also played a pivotal role in our community’s eligibility for FEMA assistance. Axon’s commitment to our community during our time of need is a testament to their dedication to helping first responders and communities in crisis.” —Sheriff Ashley Paulk, Lowndes County Sheriff’s Office

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Partnering with Customers & Diversifying Markets

International Association of Chiefs of Police (IACP)

In October, Axon returned to the International Association of Chiefs of Police (IACP) annual conference, the largest annual law enforcement event. We welcomed conference attendees to participate in new VR training experiences, TASER 10 firing, and several product demonstrations highlighting our cloud software offerings such as Axon Respond, Axon Records and Axon Evidence. Customers were enlivened by experiences with TASER 10 and our new VR simulator content and controllers, which made their IACP debut.

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Over 1,000 conference attendees, including chiefs of police, sheriffs and other law enforcement leaders went through Axon VR and TASER 10 experiences at the conference. It is one of the many events we attend that helps build our pipeline and supports our future growth, and we are pleased with the traction we have seen coming out of our conversations and customer meetings.

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“This is a particularly special year for Axon as we celebrate our 30th anniversary and unwavering partnership with public safety in helping to protect life." — Rick Smith, Axon CEO and Founder

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U.S. Federal Momentum Builds

Axon has grown our presence with the U.S. federal government, emerging as an innovative technology solution vendor for this customer segment, which represents a $10 billion opportunity. This year has been a breakout year for our U.S. federal business, which is the result of focused investment that Axon began several years ago when we began to establish a business centered around meeting the mission needs of federal civilian and military customers. We have built trusted relationships with agencies that are finding increasing value in our products, our mission, and our ability to meet their complex needs.

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We are pleased that federal government customers are purchasing products across the Axon ecosystem, including TASER devices, body cameras, in-car cameras, digital evidence management software and productivity software. In fact, five of our top 10 deals in the third quarter came from U.S. federal government customers.

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In October, we displayed our products and ecosystem at the Association of the United States Army (AUSA) annual conference. Our goal at the AUSA conference in 2023 was to demonstrate our ability to meet the future 2030 needs of the U.S. Department of Defense and specifically the U.S. Army with technologies we have ready and widely deployed today. This included our “base security of the future” experience, which showcased the Axon ecosystem of products and partners, and how technology and innovation can help keep military installations — and the families who live on them — safe and protected. We were pleased to see the overwhelming enthusiasm and support by our customers, which confirms our technology's fit for the U.S. Department of Defense and Army mission.

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In our product updates below, we share more details about our success with the U.S. Department of Veterans Affairs, which is now live on our Axon Records solution. Additional milestones in the federal sector include:

These proof points highlight that the total addressable market for our solutions has expanded beyond state and local law enforcement into this critical adjacent customer segment.

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International Drives Ahead

Axon is investing in growing our global presence. International revenue grew 52% year over year in Q3 2023, ahead of domestic revenue, and three of our top 10 deals in the quarter came from international customers. Over the last year, we have continued to invest in driving cloud and software opportunities in Western Europe and Asia. In addition, over the longer term, we believe that our acquisition of Brussels-based Sky-Hero, which closed in June, will further deepen our European customer intimacy.

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Axon Public Safety Technology Roadshow attracts more than 1,000 European public safety professionals.

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We embarked upon our first ever roadshow outside North America in September, meeting with customers in France, Portugal, Spain, Germany, Belgium and Italy after a successful roadshow through the United Kingdom. Our roadshow

continues into November and the team has had productive conversations around technology modernization in policing across several European countries.

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Feedback from customers has been exciting, and we are proud to have adapted our roadshow to new geographies, matching language, visuals, and the needs of new international markets. As of October, the Axon European Roadshow met with over 200 unique police forces and over 1,100 attendees.

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“This is what we’ve been looking for, for a very long time. The cloud integration is something our current dashcam system can’t do.” — Fleet Administrator, Police Agency in the U.K.

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“The technology is just brilliant. We should have this with every SWAT team." — Firearms instructor, referring to Sky-Hero tactical ground robot

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In November, Axon looks forward to participating in Milipol Paris, which is a leading worldwide event for homeland security — one of the largest international public safety events of its kind. Axon intends to generate customer excitement and extend the success we’ve enjoyed at U.S. tradeshows, and we have also coordinated a week-long coinciding roadshow to meet with a number of Western European customers.

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Product Innovation Highlights

In conjunction with two major hardware product launches this year, we continue to drive innovation across our ecosystem with cohesive software offerings that create a comprehensive technology solution approach for our customers. We conceptualize our software product portfolio as belonging to three major categories: digital evidence management, real-time operations and productivity software.

Axon VR Hardware Launch Harnesses the Power of Training and TASER 10

We believe safer outcomes start with improved training, and the customer pain points in this arena are clear. Historically, public safety agencies have faced massive problems providing officers with enough hours of effective training, when constrained by traditional methods that are time-consuming, unrealistic and expensive.

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We’ve recently stepped up the pace of innovation with VR training to improve usability and functionality, to help solve this pain point for customers. The expansion of Axon VR Training includes all-new ergonomically accurate TASER 10 and TASER 7 VR controllers and represents the future of public safety training: immersive de-escalation training that ultimately makes both communities and officers safer. TASER 10 and VR training are now tightly linked as a solution for helping public safety professionals learn, practice and build competence in jobs that require incredibly complex muscle memory and physical action combined with split second decision making under stress — not so different from the role that flight simulators have long played in commercial and military aviation.

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Currently, over 1,500 agencies across the globe use Axon VR to train their officers. The Axon VR offerings continue to grow in breadth and scope, helping agencies reduce costs and improve outcomes.

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Officer Productivity: Axon Records

Axon Records continues to gain momentum. We now have over 90 agencies with nearly 32,000 sworn officers live on our Axon Records solution, including 20 agencies that have replaced their legacy records management systems entirely with Axon Records.

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Contributing to our momentum during the quarter, the U.S. Department of Veterans Affairs became the first U.S. federal government customer of Axon Records and our largest Records deployment to date. We are also thrilled about deployments of Axon Records in major cities, including a recent deployment in Oklahoma City, in addition to Baltimore, Tucson and Fresno.

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“The successful implementation of Axon Records for Veterans Affairs police officers is not just about upgrading technology; it’s about building an ecosystem around our troops. This holistic approach improves job satisfaction, fosters transparency, enhances professionalism, and reinforces accountability, ensuring that those who protect our veterans are equipped and empowered to do so with the utmost excellence.” — Chief Troy Brown, U.S. Department of Veterans Affairs

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A key differentiator for customers adopting our Records product, in addition to it being a world-class, modern cloud-based standalone records management system, is the value derived in leveraging the Axon ecosystem across products. In addition to leveraging our ecosystem of innovative and solution-oriented products, our ability to continually deliver fundamental innovation and new capabilities ensures we are bringing emerging technology to this crucial public safety software category and helping public safety to benefit from broader technology trends.

Summary of Q3 2023 results

Financial commentary by segment:

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Software & Sensors

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TASER

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Forward-looking performance indicators

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2023 Outlook

The following forward-looking statements reflect Axon expectations as of November 7, 2023, and are subject to risks and uncertainties. 

Q4 2023

Full Year

For 2024 and beyond, we remain confident in our ability to scale globally, to penetrate new customer segments, and to introduce new products that drive highly profitable revenue growth.

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Thank you for investing in our mission.

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-The Axon team

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Quarterly conference call and webcast

We will host our Q3 2023 earnings conference call webinar on Tuesday, November 7, at 2 p.m. PT / 5 p.m. ET.

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The webcast will be available via a link on Axon's investor relations website at https://investor.axon.com, or can be accessed directly via https://axon.zoom.us/j/94863536596

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Statistical Definitions

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Annual recurring revenue: Annual recurring revenue is a performance indicator that management believes provides more visibility into the growth of our revenue generated by our highest margin, recurring services. Annual recurring revenue should be viewed independently of revenue and deferred revenue because it is an operating measure and is not intended to be combined with or to replace GAAP revenue or deferred revenue, as they can be impacted by contract start and end dates and renewal rates. Annual recurring revenue is not intended to be a replacement or forecast of revenue or deferred revenue. We calculate annual recurring revenue as monthly recurring license, integration, warranty, and storage revenue, annualized.

Net revenue retention: Dollar-based net revenue retention is an important metric to measure our ability to retain and expand our relationships with existing customers. We calculate it as the software and camera warranty subscription and support revenue from a base set of agency customers from which we generated Axon Cloud subscription revenue in the last month of a quarter divided by the software and camera warranty subscription and support revenue from the year-ago month of that same customer base. This calculation includes high-margin warranty revenue but purposely excludes the lower-margin hardware subscription component of the customer contracts, as it is meant to be a SaaS metric that we use to monitor the health of the recurring revenue business we are building. This calculation also excludes the implied monthly revenue contribution of customers that were added since the year-ago quarter, and therefore excludes the benefit of new customer acquisition. The metric includes customers, if any, that terminated during the annual period, and therefore, this metric is inclusive of customer churn. This metric is downwardly adjusted to account for the effect of phased deployments -- meaning that for the year-ago period, we consider the total contractually obligated implied monthly revenue amount, rather than monthly revenue amounts that might have been in actuality smaller on a GAAP basis due to the customer not having yet fully deployed their Axon solution. For more information relative to our revenue recognition policies, please reference our filings with the Securities and Exchange Commission (“SEC”).

Total company future contracted revenue: Total company future contracted revenue includes both recognized contract liabilities as well as amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under Topic 606 as of September 30, 2023. We expect to recognize between 15% to 25% of this balance over the next twelve months, and generally expect the remainder to be recognized over the following ten years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.

Non-GAAP Measures

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To supplement the Company's financial results presented in accordance with GAAP, we present the non-GAAP financial measures of EBITDA, Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Diluted Earnings Per Share, Free Cash Flow, and Adjusted Free Cash Flow. The Company's management uses these non-GAAP financial measures in evaluating the Company's performance in comparison to prior periods. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance, and when planning and forecasting our future periods. A reconciliation of GAAP to the non-GAAP financial measures is presented herein.

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Caution on Use of Non-GAAP Measures

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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 the Company's operating results, as well as when forecasting and analyzing future periods. However, management recognizes that:

About Axon

Axon is a technology leader in global public safety. Our moonshot goal is to cut gun-related deaths between police and the public by 50% before 2033. Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that lead modern policing. Axon’s suite includes TASER energy devices, body cameras, in-car cameras, cloud-hosted digital evidence management solutions, productivity software and real-time operations capabilities. Axon’s growing global customer base includes first responders across international, federal, state and local law enforcement, fire, corrections and emergency medical services, as well as the justice sector, commercial enterprises and consumers.

Non-Axon trademarks are property of their respective owners.

Axon, Axon Aid, Axon Body, Axon Evidence, Axon Fleet, Axon Records, Axon Respond, Axon VR, TASER, TASER 7, TASER 10, Protect Life and the Delta Logo are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved.

Forward-looking statements

Forward-looking statements in this letter 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, including statements related to our user base and customer profiles; 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; the timing and realization of future contracted revenue; the fulfillment of bookings; strategies and trends, including the amounts and benefits of, research and development investments; the sufficiency of our liquidity and financial resources; expectations about customer behavior; statements concerning projections, predictions, expectations, estimates or forecasts as to

our business, financial and operational results and future economic performance, including our outlook for 2023 full year revenue, stock-based compensation expense, adjusted EBITDA, adjusted EBITDA margin, and capital expenditures; 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, 2022. 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 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 product mix 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 U.S. and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; our ability to integrate acquired businesses; the impact of declines in the fair value 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 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 Quarterly Report on Form 10-Q for the quarter ended September, 30, 2023, which we expect to be available on November 7, 2023, lists various important factors that could cause actual results to differ materially from expected and historical results. These factors are intended as cautionary statements for investors within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Readers can find them in Part II, Item 1A under the heading “Risk Factors” in our Quarterly Reports 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.

Update on Legal Matters:

Axon v. FTC

On October 6, 2023, the Federal Trade Commission (FTC) dismissed its administrative complaint against Axon without consent decree or other condition. This action followed Axon’s unanimous U.S. Supreme Court victory in April 2023, which confirmed federal court jurisdiction over its constitutional challenges to the FTC’s structure. Axon’s case was remanded to the District of Arizona where Axon filed an amended complaint in August 2023, signaling its intention to take the merits of its constitutional claims right back to the Supreme Court. Simultaneously, Axon engaged with the FTC seeking a global resolution of both cases based on the robust competition in the body-worn camera market today. Rather than answering Axon’s complaint or acknowledging current market conditions, the FTC simply dismissed its case. Axon then dismissed its constitutional claims as moot, ending this five-year battle to protect our intellectual property and investors. We are confident others will continue to pursue these important constitutional challenges through the jurisdictional door Axon opened.

Links to all court filings and opinions can be found on Axon's FTC Investor Briefing page at https://www.axon.com/ftc.

New Jersey Class Actions

The plaintiffs’ bar is now attempting to capitalize on the unproven and dismissed allegations in the FTC complaint by filing a series of purported class action lawsuits in the District of New Jersey (Case No. 3:23-cv-7182). These cases will be consolidated with an amended complaint expected by the end of the year. As with the FTC case, Axon will vigorously defend these untimely, misguided claims regarding its five-year-old consummated acquisition of Vievu, a significantly financially distressed company destined to exit the market. Rather than restrict competition, Axon’s action prevented major body-camera program disruptions for Vievu customers.

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AXON ENTERPRISE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

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AXON ENTERPRISE, INC.

SEGMENT REPORTING

(Unaudited)

(dollars in thousands)

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AXON ENTERPRISE, INC.

SALES BY PRODUCT AND SERVICE

(Unaudited)

Dollars in thousands

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AXON ENTERPRISE, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

Dollars in thousands