Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A")  is designed to provide a reader of our consolidated
financial statements with a narrative from the perspective of our management on
our financial condition, results of operations, liquidity and certain other
factors that may affect our future results. Our MD&A should be read in
conjunction with the other sections of this Annual Report on Form 10-K,
including Part I, Item 1A: "Risk Factors" and Part II, Item 8: "Financial
Statements and Supplementary Data." The various sections of this MD&A contain a
number of forward-looking statements, all of which are based on our current
expectations and could be affected by the uncertainties and risk factors
described throughout this filing. The tables in the MD&A sections below are
derived from exact numbers and may have immaterial rounding differences.

This section discusses our results of operations for the year ended December 31,
2020 as compared to the year ended December 31, 2019. For a discussion and
analysis of the year ended December 31, 2019, compared to the same period in
2018 please refer to Management's Discussion and Analysis of Financial Condition
and Results of Operations included in Part II, Item 7 of our Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC on
February 27, 2020.

Overview



Axon is a global network of devices, apps and people that helps public safety
personnel become smarter and safer. With a mission of protecting life, our
technologies give law enforcement the confidence, focus and time they need to
protect their communities. Our products impact every aspect of a public safety
officer's day-to-day experience with the goal of helping everyone get home safe.

Our revenues for the year ended December 31, 2020 were $681.0 million, an
increase of $150.1 million, or 28.2%, from the prior year. We had a loss from
operations of $14.2 million compared to $6.4 million in the prior year. The
higher loss from operations was primarily the result of increased stock
compensation expense for our CEO Performance Award and XSPP awards and an
increase in legal expenses. Remaining cost increases were primarily attributable
to the increase in unit sales and an increase in headcount. These cost increases
were largely offset by higher revenue and improved gross margin. For the year
ended December 31, 2020, we recorded net loss of $1.7 million compared to net
income of $0.9 million for the prior year.

2021 Outlook


For the year ending December 31, 2021, we expect revenue of $740 million to $780
million. We anticipate that revenue for the three months ending March 31, 2021
will reflect approximately 12% growth as compared to the three months ended
March 31, 2020. We anticipate capital expenditures of approximately $65 million
to $70 million in 2021, including approximately $25 million in support of
capacity expansion and automation of TASER device and cartridge manufacturing,
approximately $20 million for development of our planned new manufacturing and
office facility in Scottsdale, Arizona, and the remainder on investments to
support our continued growth.

COVID-19



In late 2019, COVID-19 was first detected in Wuhan, China. In March 2020 the
World Health Organization declared COVID-19 a global pandemic. This contagious
disease outbreak, which has continued to spread throughout the United States and
world, has adversely affected workforces, economies, and financial markets
globally, leading to an economic downturn. As an essential provider of products
and services for law enforcement and other first responders, we remain focused
on protecting the health and wellbeing of our employees while assuring the
continuity of our business operations.

In response to the pandemic, Axon has taken a number of actions:

Customer support:

? Free access to Axon Citizen cloud software to all public law enforcement

agencies in 2020 to enable social distancing;




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? A partnership with the National Police Foundation to provide personal

protective equipment ("PPE") for first responders;

? An online support center for our customers,

www.axon.com/covid-19-support-center; and

? Our annual Axon Accelerate user conference was held virtually in late August


   2020.



Employee safety and manufacturing:

? Curbed all non-essential travel at the beginning of March;

? We continue to allow for a remote work model for the majority of our office

staff, with medical screening for any employees who do work in our offices; and

Mitigating contamination risk in our facilities through staggered shifts, the

? use of PPE, increased distancing, cleaning standards that exceed CDC guidance,

and paying or subsidizing certain high-risk employees while they stay at home.






Supply chain:

We previously took steps to diversify our supply chain and global manufacturing

? footprint, which have positioned us well to manage through the pandemic. Thus

far, we have been able to produce and ship our critical core products with

little to no interruption.

We have proactively built up a safety stock of raw and finished goods inventory

aligned to our strategic model to help meet strong product demand while also

? preparing us to stagger factory work schedules. We continue to adjust strategic


   inventory levels based on areas of risk to mitigate potential supply
   disruptions.

In light of our broad geographic supplier base both domestic and international,

we are continuously monitoring our supply chain to manage through potential

? impacts, finding alternate sources as well as shipping / logistic options as

available or working with foreign regulators to ensure that our suppliers can


   provide parts.




Shareholder engagement:

? We have pivoted our shareholder engagement to a virtual format.

o Our annual meeting was held virtually on May 29, 2020, and we anticipate

holding our 2021 annual meeting virtually;

o We completed a follow-on equity offering in June 2020 for which all related

marketing was conducted virtually; and

We will continue to participate in several upcoming investor conferences

o utilizing video conferencing. All investor materials and events are available


   at investor.axon.com.




We are in a strong liquidity position, with substantial cash and investments on
hand, which are discussed in more detail under Liquidity and Capital Resources.
We believe that our existing liquidity and other sources of funding will be
sufficient to satisfy our currently anticipated cash requirements including
capital expenditures, working capital requirements, potential acquisitions or
strategic investments and other liquidity requirements through at least the next
12 months. Our expenses for the year ended December 31, 2020 increased by
approximately $4.1 million for costs related to the pandemic. We expect ongoing
increased costs related to the mitigation of contamination risk at our
facilities. We expect these incremental costs will continue to be partially
offset by savings on travel and events and other cost-savings measures.



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

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Results of Operations

The following table presents data from our 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):




                                                            Year Ended December 31,
                                                          2020                     2019
Net sales from products                            $  500,250     73.5 %    $ 399,474     75.3 %
Net sales from services                               180,753     26.5        131,386     24.7
Net sales                                             681,003    100.0        530,860    100.0
Cost of product sales                                 224,131     32.9        190,683     35.9
Cost of service sales                                  40,541      6.0         32,891      6.2
Cost of sales                                         264,672     38.9        223,574     42.1
Gross margin                                          416,331     61.1        307,286     57.9
Operating expenses:

Sales, general and administrative                     307,286     45.1     

  212,959     40.1
Research and development                              123,195     18.1        100,721     19.0
Total operating expenses                              430,481     63.2        313,680     59.1

Income (loss) from operations                        (14,150)    (2.1)        (6,394)    (1.2)
Interest and other income, net                          7,859      1.1          8,464      1.6
Income (loss) before provision for income taxes       (6,291)    (1.0)          2,070      0.4
Provision for (benefit from) income taxes             (4,567)    (0.7)     

    1,188      0.2
Net income (loss)                                  $  (1,724)    (0.3) %    $     882      0.2 %




Net sales to the U.S. and other countries are summarized as follows (dollars in
thousands):




                          Year Ended December 31,
                         2020                  2019
United States      $ 535,079     79 %    $ 446,100     84 %
Other Countries      145,924     21         84,760     16
Total              $ 681,003    100 %    $ 530,860    100 %



International revenue in 2020 increased substantially compared to 2019, driven by strength in all of our international regions and most notably within EMEA.



Our operations are comprised of two reportable segments: the manufacture and
sale of CEDs, batteries, accessories and extended warranties and other products
and services (collectively, the "TASER" segment); and 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 TASER segment, service
revenue also includes digital subscription training content. 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." 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." 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, and product management and
R&D for products included, or to be included, within the Software and Sensors
segment. All other costs are included in the TASER segment.

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For the Years Ended December 31, 2020 and 2019

Net Sales

Net sales by product line were as follows for the years ended December 31, 2020 and 2019 (dollars in thousands):






                                            Year Ended December 31,               Dollar      Percent
                                           2020                  2019             Change       Change
TASER segment:
TASER 7                             $ 107,506     15.8 %  $  56,652     10.7 %  $   50,854       89.8 %
TASER X26P                             41,724      6.1       52,524      9.9      (10,800)     (20.6)
TASER X2                               60,107      8.8       55,920     10.5         4,187        7.5
TASER Pulse                             9,407      1.4        4,089      0.8         5,318      130.1
Cartridges                            115,193     16.9       85,987     16.2        29,206       34.0
Axon Evidence and cloud services        2,935      0.4          704      0.1         2,231      316.9
Extended warranties                    20,754      3.0       18,074      3.4         2,680       14.8
Other                                   8,926      1.3        7,711      1.5         1,215       15.8
TASER segment                         366,552     53.7      281,661     53.1        84,891       30.1
Software and Sensors segment:
Axon Body                              57,150      8.4       44,039      8.3        13,111       29.8
Axon Flex                               4,082      0.6        5,928      1.1       (1,846)     (31.1)
Axon Fleet                             20,108      3.0       16,182      3.0         3,926       24.3
Axon Dock                              19,723      2.9       20,449      3.9         (726)      (3.6)
Axon Evidence and cloud services      176,797     26.0      130,265     24.5        46,532       35.7
Extended warranties                    24,408      3.6       19,188      3.6         5,220       27.2
Other                                  12,183      1.8       13,148      2.5         (965)      (7.3)
Software and Sensors segment          314,451     46.3      249,199     46.9        65,252       26.2
Total net sales                     $ 681,003    100.0 %  $ 530,860    100.0 %  $  150,143       28.3 %



Net unit sales were as follows:






                Year Ended December 31,         Unit      Percent
                  2020            2019         Change      Change
TASER 7             77,451          49,221      28,230      57.4 %
TASER X26P          37,391          48,798    (11,407)    (23.4) %
TASER X2            43,407          40,973       2,434       5.9 %
TASER Pulse         33,158          11,785      21,373     181.4 %
Cartridges       3,714,291       2,751,603     962,688      35.0 %
Axon Body          182,538         151,499      31,039      20.5 %
Axon Flex            8,962          15,586     (6,624)    (42.5) %
Axon Fleet          11,304          10,467         837       8.0 %
Axon Dock           25,422          22,275       3,147      14.1 %




Net sales for the TASER segment increased $84.9 million, or 30.1%, primarily as
a result of a net increase of $49.6 million in TASER device sales and a $29.2
million increase in cartridge revenue. Cartridge revenue increased due to
increased unit sales, partially offset by a slight decrease in average selling
price. We continue to see a shift to purchases of our latest generation device,
TASER 7, from legacy devices, especially X26P devices. Sales of our TASER 7
device also drove the increase in revenue from Axon Evidence and cloud services.
Revenue was also impacted by higher average selling prices for TASER 7, X2, and
X26P. Revenue from consumer TASER Pulse devices increased due to a substantial
increase in volume, partially offset by lower average selling prices.

Net sales for the Software and Sensors segment increased $65.3 million, or 26.2%. Revenue from Axon Evidence and cloud services increased $46.5 million as we continued to add users and associated devices to our network during



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the year ended December 31, 2020. The increase in the aggregate number of users
and devices also resulted in increased extended warranty revenues of $5.2
million. Revenue from Axon Body cameras increased $13.1 million following the
introduction of our Axon Body 3 camera during the third quarter of 2019.

Backlog - As of December 31, 2020 compared to December 31, 2019

Our backlog for products and services includes all orders that have been received and are believed to be firm.



In the TASER segment, we define backlog as equal to deferred revenue. Deferred
revenue represents amounts invoiced to customers for goods and services to be
delivered in subsequent periods. We process orders within the TASER segment
quickly, and our best estimate of firm orders outstanding as of period end
represents those that have been invoiced but remain undelivered. The TASER
segment backlog balance was $61.8 million as of December 31, 2020. We expect to
realize $28.9 million of this deferred revenue balance as revenue during the
next 12 months. This represents cash received and accounts receivable from
customers on or prior to December 31, 2020 for products and services expected to
be delivered in the next 12 months.

In the Software and Sensors segment, we define backlog as cumulative bookings,
net of cancellations, less product and service revenue recognized to date.
Bookings are generally realized as revenue over multiple years. The Software and
Sensors backlog balance was $1.4 billion as of December 31, 2020. This backlog
balance includes $213.4 million of deferred revenue, and $1.2 billion that has
been recorded as bookings but not yet invoiced, all as of December 31, 2020. We
expect to realize approximately $370.0 million of the December 31, 2020 backlog
balance as revenue during the next 12 months.




                                                      TASER       Software and Sensors        Total

                                                                     (in thousands)

Balance, beginning of period                       $    55,189    $           1,026,192    $ 1,081,381
Add: additions to backlog, net of cancellations        373,119                  716,145      1,089,264
Less: revenue recognized during period               (366,552)             

  (314,451)      (681,003)
Balance end of period                              $    61,756    $           1,427,886    $ 1,489,642




Our backlog of $1.5 billion as of December 31, 2020 has increased significantly
from $1.1 billion as of December 31, 2019. The increase in TASER segment backlog
is not expected to have a material impact on revenue or operating margins. Our
significant increase in backlog, primarily in the Software and Sensors segment
is indicative of expected revenue growth in this segment.

Cost of Product and Service Sales

Cost of product and services sales in dollars and as a percent of related segment sales (dollars in thousands):






                                            Year Ended December 31,             Dollar     Percent
                                           2020                 2019            Change     Change
TASER segment:
Cost of product sales                $ 136,925    37.4 %  $ 107,188    38.1 %  $ 29,737       27.7 %
Software and Sensors segment:
Cost of product sales                   87,206    27.7 %     83,495    33.5 %     3,711        4.4 %
Cost of service sales                   40,541    12.9 %     32,891    13.2 %     7,650       23.3 %
Total cost of sales                    127,747    40.6 %    116,386    46.7 %    11,361        9.8 %
Total cost of product and service
sales                                $ 264,672    38.9 %  $ 223,574    42.1 %  $ 41,098       18.4 %




Within the TASER segment, cost of product and service sales was $136.9 million,
an increase of $29.7 million, or 27.7%, from 2019. Cost as a percentage of sales
decreased to 37.4% from 38.1%. The increase in cost of sales was primarily a
result of increased sales, with improvement to the cost as a percentage of

sales
primarily a result of

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increased leverage on manufacturing overhead expenses and higher expense in the
prior year for TASER 7 ramp-up and optimization costs related to scrap, obsolete
inventory, and higher labor costs.

Within the Software and Sensors segment, cost of product and service sales was
$127.7 million, an increase of $11.4 million, or 9.8%, from 2019. As
a percentage of net sales, cost of product and service sales decreased to 40.6%
in 2020 from 46.7% in 2019. Cost of product sales increased $3.7
million primarily driven by the impact of increased units, but decreased as
a percentage of total segment net sales, reflecting higher average selling
prices on Axon cameras and docks, overall product mix, and relatively stable
unit costs. Cost of service sales increased $7.7 million driven primarily by a
$3.9 million increase in third party cloud data cost, and an increase in
professional services expense due to increased deployments in 2020.

Gross Margin

Gross Margin (dollars in thousands):







                                    Year Ended December 31,        Dollar      Percent
                                      2020             2019        Change      Change
TASER segment                     $     229,627     $  174,473    $  55,154       31.6 %
Software and Sensors segment            186,704        132,813       53,891       40.6 %
Total gross margin                $     416,331     $  307,286    $ 109,045       35.5 %
Gross margin as % of net sales             61.1 %         57.9 %




Gross margin increased $109.0 million to $416.3 million for the year ended December 31, 2020 compared to $307.3 million for 2019. As a percentage of net sales, gross margin increased to 61.1% for 2020 from 57.9% for 2019.

As a percentage of net sales, gross margin for the TASER segment increased to 62.6% for the year ended December 31, 2020 from 61.9% for the year ended December 31, 2019.



Within the Software and Sensors segment, gross margin as a percentage of total
segment net sales was 59.4% and 53.3% for the years ended 2020 and 2019,
respectively. Within the Software and Sensors segment, product gross margin was
36.6% for the year ended December 31, 2020 and 29.8% for the same period in
2019, while the service margins were 77.1% and 74.8% during those same periods,
respectively.

Sales, General and Administrative Expenses

Sales, General and Administrative ("SG&A") Expenses (dollars in thousands):






                                                      Year Ended December 31,        Dollar       Percent
                                                        2020             2019        Change       Change
Salaries, benefits and bonus                        $      83,287     $   67,582    $  15,705      23.2 %
Stock-based compensation                                  103,860         59,341       44,519      75.0
Professional, consulting and lobbying                      45,541         21,590       23,951     110.9
Sales and marketing                                        32,464         28,961        3,503      12.1
Office and building                                         9,076          6,650        2,426      36.5
Travel and meals                                            5,630         11,407      (5,777)    (50.6)
Depreciation and amortization                               6,079          5,739          340       5.9
Other                                                      21,349         11,689        9,660      82.6
Total sales, general and administrative expenses    $     307,286     $  212,959    $  94,327      44.3 %
SG&A expenses as a percentage of net sales                   45.1 %        

40.1 %



SG&A expenses increased $94.3 million, or 44.3%. Stock-based compensation expense increased $44.5 million in comparison to the prior year comparable period, which was primarily attributable to an increase of $41.5



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million in expense related to the CEO Performance Award and XSPP. As of December
31, 2020, eleven operational goals for the CEO Performance Award and XSPP are
considered probable of attainment or have been attained; during the prior year
comparable period, nine operational goals were considered probable. Refer to
Note 13 of the notes to our consolidated financial statements within this Annual
Report on Form 10-K for additional discussion of the CEO Performance Award and
XSPP. Stock-based compensation expense also increased over the prior year
comparable period due to an increase in headcount.

Professional, consulting and lobbying expenses increased $24.0 million, driven
primarily by an increase of $19.1 million in expenses related to the FTC
litigation. As discussed in Note 10 of the notes to our consolidated financial
statements within this Annual Report on Form 10-K, on January 3, 2020, we sued
the FTC in the District of Arizona, and the FTC filed an enforcement action
regarding our May 2018 acquisition of Vievu LLC. Also contributing to the
increase were higher expenses related to our enterprise resource planning system
conversion.

Salaries, benefits and bonus expense increased $15.7 million, primarily due to an increase in headcount. Salaries, benefits and bonus expense decreased as a percentage of sales from 12.7% for 2019 to 12.2% for 2020.



Sales and marketing expenses increased $3.5 million, driven by a $4.8 million
increase in commissions tied to higher revenues. The increase was partially
offset by savings driven by the cancellation of in-person events, including our
annual Axon Accelerate user conference.

Other SG&A expenses increased by $9.7 million, primarily driven by the following:

Supplies expense increased $3.0 million, including a $2.4 million increase in

? computer licenses and maintenance supporting increased headcount, and a $0.7

million increase for PPE and other COVID-19 related expenses.

? Charitable contributions increased $1.8 million, primarily reflecting our

donations of PPE under our Got You Covered campaign.

? Insurance expense increased $1.4 million primarily as a result of increases in

the cost of comparable policies.

? Recruiting expense increased $0.9 million as a result of increased hiring needs


   in 2020.




Partially offsetting the noted increases was a $5.8 million decrease in travel
expenses following the suspension of all non-essential travel in mid-March 2020
in response to the COVID-19 pandemic.

Research and Development Expenses

Research and Development ("R&D") Expenses (dollars in thousands):






                                                    Year Ended December 31,        Dollar       Percent
                                                      2020             2019        Change       Change
Salaries, benefits and bonus                      $      71,488     $   63,763    $   7,725      12.1 %
Stock-based compensation                                 26,248         17,588        8,660      49.2
Professional and consulting                              10,503          4,525        5,978     132.1
Travel and meals                                            594          2,247      (1,653)    (73.6)
Other                                                    14,362         12,598        1,764      14.0
Total research and development expenses           $     123,195     $  100,721    $  22,474      22.3 %
R&D expenses as a percentage of net sales                  18.1 %         19.0 %




The increase in R&D expense was primarily attributable to our Software and
Sensors segment. Within the TASER segment, R&D expenses increased $0.9 million
or 6.3%, reflecting increased consulting expense and supplies in the current
year related to the development of next generation products. The increase was
partially offset by lower compensation and benefits resulting from decreased
headcount.

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R&D expense for the Software and Sensors segment increased $21.6 million or
25.0% but remained relatively consistent at 34.3% of sales as compared to 34.6%
in the prior year. Of the increase, $9.1 million related to salaries, benefits,
and bonus attributable to increased headcount.

Stock-based compensation expense increased $8.7 million. Contributing to the
increase was expense of $3.8 million related to our XSPP. As of December 31,
2020, eleven operational goals for the XSPP are considered probable of
attainment or have been attained; during the prior year comparable period, nine
operational goals were considered probable.  Stock-based compensation expense
also increased over the prior year comparable period due to an increase in
headcount.

Professional and consulting expenses increased $6.0 million related to development of next generation products.


The increases were partially offset by a decrease of $1.7 million in travel and
meals expense following the suspension of all non-essential travel in mid-March
2020 due to the COVID-19 pandemic

We expect R&D expense to continue to increase in absolute dollars as we focus on
growing the Software and Sensors segment as we add headcount and additional
resources to develop new products and services to further advance our scalable
cloud-connected device platform. We 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 as we reach
economies of scale.

Interest and Other Income, Net

Interest and other income, net was $7.9 million and $8.5 million for the years ended December 31, 2020 and 2019, respectively.



For the year ended December 31, 2020, we earned interest income of $5.1 million,
other income, net of $0.6 million, had losses from foreign currency transaction
adjustments of $0.2 million, and interest expense of $0.1 million. Additionally,
we recorded a net gain of $2.1 million related to an observable price change for
our investment in Flock Group, Inc. and related warrants. The decrease in
interest income was a result of decreased interest rates during the current
period, partially offset by higher balances of cash, cash equivalents, and
investments.

For the year ended December 31, 2019, we earned interest income of $8.7 million
and had losses from foreign currency transaction adjustments of $0.3 million,
other income, net of $0.1 million, and interest expense of less than $0.1
million.

Provision for Income Taxes



The provision for income taxes was a benefit of $4.6 million for the year ended
December 31, 2020. The effective income tax rate for 2020 was 72.6%. The
benefits related to excess stock-based compensation of $9.0 million, research
and development credits of $10.2 million, and a deduction for foreign derived
intangible income ("FDII") of $0.9 million were partially offset by the tax
effects of permanently non-deductible expenses for executive compensation of
$15.5 million, an increase in uncertain tax benefits of $1.0 million, other
permanently non-deductible expenses of $0.8 million and state tax expense of
$0.9 million. Additionally, we recorded a $0.2 million increase to our valuation
allowance as of December 31, 2020 related to research and development tax
credits that may not be utilized prior to expiration, partially offset by
changes in certain foreign jurisdictions.

The provision for income taxes was $1.2 million for the year ended December 31,
2019. The effective income tax rate for 2019 was 57.4%. The benefits related to
excess stock-based compensation of $5.0 million and research and development
credits of $4.9 million were partially offset by the tax effects of permanently
non-deductible expenses for executive compensation of $7.6 million, an increase
in uncertain tax benefits of $1.2 million and other permanently non-deductible
expenses of $1.1 million and state tax expense of $0.5 million. Additionally, we
recorded

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a $0.4 million increase to our valuation allowance as of December 31, 2019 related to research and development tax credits that may not be utilized prior to expiration, partially offset by changes in certain foreign jurisdictions.

Net Income



We recorded net loss of $1.7 million for the year ended December 31, 2020
compared to net income of $0.9 million in 2019. Net loss per basic and diluted
share was $0.03 for 2020, compared to net income per basic and diluted share of
$0.01 for 2019.

Three Months Ended December 31, 2020 Compared to September 30, 2020

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






                                      Three Months Ended       Three Months Ended       Dollar     Percent
                                       December 31, 2020       September 30, 2020       Change      Change
TASER segment:
TASER 7                              $     58,890     26.0 %  $     21,702     13.0 %  $ 37,188     171.4 %
TASER X26P                                 11,386      5.0           9,766      5.9       1,620      16.6
TASER X2                                   14,706      6.5          14,494      8.7         212       1.5
TASER Pulse                                 3,033      1.4           2,981      1.8          52       1.7
Cartridges                                 38,461     17.0          26,335     15.8      12,126      46.0

Axon Evidence and cloud services            1,159      0.5             692 

    0.4         467      67.5
Extended warranties                         5,414      2.4           5,265      3.2         149       2.8
Other                                       2,712      1.2           3,171      1.9       (459)    (14.5)
TASER segment                             135,761     60.0          84,406     50.7      51,355      60.8
Software and Sensors segment:
Axon Body                                  16,505      7.3          15,978      9.6         527       3.3
Axon Flex                                     630      0.3           1,589      1.0       (959)    (60.4)
Axon Fleet                                  7,020      3.1           4,215      2.5       2,805      66.5
Axon Dock                                   5,009      2.2           5,708      3.4       (699)    (12.2)

Axon Evidence and cloud services           50,302     22.2          45,450 

   27.3       4,852      10.7
Extended warranties                         6,701      3.0           6,514      3.9         187       2.9
Other                                       4,212      1.9           2,582      1.6       1,630      63.1

Software and Sensors segment               90,379     40.0          82,036 

   49.3       8,343      10.2
Total net sales                      $    226,140    100.0 %  $    166,442    100.0 %  $ 59,698      35.9 %



Net unit sales were as follows:






                         Three Months Ended
                                                           Unit       Percent
               December 31, 2020   September 30, 2020     Change      Change
TASER 7                   41,099               15,908      25,191     158.4 %
TASER X26P                10,611                8,119       2,492      30.7 %
TASER X2                   9,751               10,078       (327)     (3.2) %
TASER Pulse               11,657               12,811     (1,154)     (9.0) %
Cartridges             1,272,679              852,980     419,699      49.2 %
Axon Body                 44,735               62,873    (18,138)    (28.8) %
Axon Flex                    749                3,175     (2,426)    (76.4) %
Axon Fleet                 3,905                2,396       1,509      63.0 %
Axon Dock                  6,326                9,165     (2,839)    (31.0) %



Net sales for the TASER segment increased $51.4 million, or 60.8%, on a sequential basis primarily due to a $37.2 million increase in revenue from TASER 7 devices and a $12.1 million increase in cartridge revenue. The



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increase in TASER 7 revenues was a result of both increased unit sales and a
higher average selling price, driven by greater adoption of TASER 7, especially
internationally.

Net sales for the Software and Sensors segment increased $8.3 million, or 10.2%,
on a sequential basis primarily due to a $4.9 million increase in Axon Evidence
and cloud services revenue and a $2.8 million increase in Axon Fleet revenue.
The increase in Axon Evidence and cloud services revenue was a result of the
increase in the aggregate number of users on our network. Axon Fleet revenue was
driven primarily by increased unit sales, as well as an increase in the average
selling price.

International sales were $59.5 million in for the three months ended December 31, 2020 as compared to $23.1 million for the three months ended September 30, 2020, an increase of $36.4 million, primarily driven by increased sales in Europe.



Non-GAAP Financial Measures

To supplement our financial results presented in accordance with accounting
principles generally accepted in the U.S. ("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 Annual Report on Form 10-K were prepared under a comprehensive set of
   rules or principles.


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






                                               For the Years Ended December 31,
                                              December 31,          December 31,
                                                   2020                  2019
Net income (loss)                            $        (1,724)      $            882
Depreciation and amortization                          12,475                11,361
Interest expense                                           55                    46
Investment interest income                            (4,086)               (7,040)

Provision for (benefit from) income taxes             (4,567)              

  1,188
EBITDA                                       $          2,153      $          6,437

Adjustments:

Stock-based compensation expense                      133,572              

78,495

Adjusted EBITDA (CEO Performance Award) $ 135,725 $


 84,932



Liquidity and Capital Resources

Summary



As of December 31, 2020, we had $155.4 million of cash and cash equivalents, a
decrease of $16.8 million from December 31, 2019. Cash and cash equivalents and
investments totaled $652.6 million, an increase of $256.4 million from
December 31, 2019.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities (in thousands):






                                                                   Year Ended December 31,
                                                                     2020            2019
Operating activities                                              $     38,481    $    65,673
Investing activities                                                 (356,526)      (240,737)
Financing activities                                                   299,265        (3,937)
Effect of exchange rate changes on cash and cash equivalents             1,976            329

Net decrease in cash and cash equivalents and restricted cash $ (16,804) $ (178,672)






Operating activities

Net cash provided by operating activities in 2020 of $38.5 million consisted of
$1.7 million in net loss, the net add-back of non-cash income statement items
totaling $141.0 million and a $100.8 million net change in operating assets and
liabilities. Included in the non-cash items were $12.5 million in depreciation
and amortization expense, $133.6 million in stock-based compensation expense,
and a $16.5 million increase in deferred income tax assets. The most significant
increase to the portion of cash provided by operating activities related to the
changes in operating assets and liabilities was a $107.8 million increase in
accounts and notes receivable and contract assets. The increase in accounts and
notes receivable and contract assets was attributable to increased sales in
2020, primarily sales made under subscription plans. Operating cash flows were
also negatively impacted by increased inventory of $52.2 million, as we
proactively built up a safety stock of inventory to help meet strong product
demand while also preparing us to stagger factory work schedules, and increased
prepaid expenses and other assets of $14.9 million resulting primarily from an
increase in deferred commissions expense. Operating cash flows were positively
impacted by an increase in deferred revenue of $65.1 million.  The increase in
deferred revenue was primarily attributable to increased prepayments for
Software and Sensors hardware and services, and a smaller increase in hardware
deferred revenue from TASER subscription sales.

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Investing activities

We used $356.5 million for investing activities in 2020. Purchases of
investments, net of calls and maturities, were $276.7 million. We also invested
$72.6 million in the purchase of property and equipment and intangibles,
including $54.1 million for land on which we intend to construct our new
manufacturing and office facility, and $7.1 million for equity investments

in
unconsolidated affiliates.

Financing activities

Net cash used provided by financing activities was $299.3 million for the year
ended December 31, 2020. During 2020, we completed an equity offering that
generated net proceeds of $306.8 million. Certain RSUs that vested in the year
ended December 31, 2020 were net-share settled, such that we withheld shares to
cover the employees' tax obligation for the applicable income and other
employment taxes, and remitted the cash, which totaled $7.8 million, to the
appropriate taxing authorities.

Liquidity and Capital Resources


Our most significant source of liquidity continues to be funds generated by
operating activities and available cash and cash equivalents. 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 December 31, 2020, we had letters of credit outstanding of $6.1 million,
leaving the net amount available for borrowing of $43.9 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 December 31, 2020 and 2019, there were no
borrowings under the line.

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 December 31, 2020, the Company's funded debt to
EBITDA ratio was 0.0000 to 1.00.

On January 29, 2021, we entered into an amendment to the credit agreement which
extends the maturity date to December 31, 2023 and increases the amount of the
unsecured revolving line of credit which is available for letters of credit from
$10 million to $20 million.

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

Based on our strong balance sheet and the fact that we had no long-term debt or
financing lease obligations at December 31, 2020, we believe financing will be
available, both through our existing credit line and possible

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additional financing. However, there is no assurance that such funding will be available on terms acceptable to us, or at all.



We believe that our sources of funding will be sufficient to satisfy our
currently anticipated cash requirements including capital expenditures, working
capital requirements, potential acquisitions or strategic investments and other
liquidity requirements through at least the next 12 months. We and our Board of
Directors may consider repurchases of our common stock. Further repurchases of
our common stock would take place on the open market, would be financed with
available cash and are subject to authorization as well as market and business
conditions.

Contractual Obligations

The following table outlines our future contractual financial obligations by
period in which payment is expected, as of December 31, 2020 (dollars in
thousands):




                                                        Less than                                        More than
                                             Total        1 Year       1 - 3 Years      3 - 5 Years       5 Years
Operating lease obligations                $  26,409    $    6,277    $      12,069    $       7,860    $       203
Purchase obligations                         209,258       192,826            4,169            5,003          7,260
Total contractual obligations              $ 235,667    $  199,103    $      16,238    $      12,863    $     7,463

Purchase obligations in the table above represent $169.3 million of open purchase orders and $40.0 million of other purchase obligations. The open purchase orders represent both cancelable and non-cancelable purchase orders with key vendors, which are included in this table due to our strategic relationships with these vendors.



We are subject to U.S. federal income tax as well as income taxes imposed by
state and foreign jurisdictions. As of December 31, 2020, we had $7.7 million of
gross unrecognized tax benefits related to uncertain tax positions. The
settlement period for these long-term income tax liabilities cannot be
determined; however, the liabilities are expected to increase by approximately
$0.1 million within the next 12 months.

Off-Balance Sheet Arrangements

The discussion of off-balance sheet arrangements in Note 10 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K 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 this Annual Report on Form 10-K requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our 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 business
operations is discussed below.

Product Warranties



We warranty our CEDs, Axon cameras and certain related accessories from
manufacturing defects on a limited basis for a period of one year after purchase
and, thereafter, will 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

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on the anticipated expenditures over the balance of the warranty obligation
period, and adjustments are made when actual warranty claim experience differs
from estimates. As of December 31, 2020 and 2019, our warranty reserve was
approximately $0.8 million and $1.5 million, respectively. Warranty expense for
the years ended December 31, 2020, 2019 and 2018 was $0.0 million, $1.6 million
and $0.7 million, respectively. Warranty expense for the year ended December 31,
2020, was impacted by lower than expected warranty claims for the Axon Body 3
on-officer body camera. Warranty expense for the year ended
December 31, 2019 was impacted by higher than initially expected warranty claims
for the Axon Flex 2 on-officer body camera. Warranty expense for the year ended
December 31, 2018, was impacted by lower than expected warranty claims for the
Axon Body 2 on-officer body camera.

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
incurred.

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. Provisions are made to reduce potentially
excess, obsolete or slow-moving inventories, as well as trial and evaluation
inventories to their net realizable value. These provisions are based on
management's best estimate after considering historical demand, projected future
demand, inventory purchase commitments, industry and market trends and
conditions among other factors. We evaluate inventory costs for abnormal costs
due to excess production capacity and treat such costs as period costs.

During the year ended December 31, 2020, we recorded provisions to reduce
inventories to their lower of cost and net realizable value of approximately
$3.8 million compared to $1.3 million during the year ended December 31, 2019.
The largest driver of the increase in the provision in 2020 compared to 2019 was
a $2.2 million reduction in the carrying amount of our trial and evaluation
inventory to zero which is our estimate of its net realizable value. The
provision in 2020 and in 2019 was driven by analyses of projected sales data for
existing products resulting in adjustments to state inventories at their lower
of cost and net realizable value.

Revenue Recognition, Deferred Revenue and Accounts and Notes Receivable



We derive revenue from two primary sources:  (1) the sale of physical products,
including CEDs, Axon cameras, Axon Signal enabled devices, corresponding
hardware extended warranties, and related accessories such as Axon docks,
cartridges and batteries, among others, and (2) subscriptions to our Axon
Evidence digital evidence management SaaS (including data storage fees and other
ancillary services), which includes varying levels of support. To a lesser
extent, we also recognize training, professional services and revenue related to
other software and SaaS services. We apply the five-step model outlined in
Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with
Customers ("Topic 606").

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in Topic 606. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our estimate of the standalone selling price ("SSP") of each distinct good or service in the contract.



Revenues are recognized upon transfer of control of promised products or
services to customers in an amount that reflects the consideration we expect to
receive in exchange for those products or services. We enter into contracts that
can include various combinations of products and services, each of which is
generally distinct and accounted for as a separate performance obligation.
Revenue is recognized net of allowances for returns.

Performance obligations to deliver products, including CEDs, cameras and related
accessories such as cartridges, batteries and docks, are generally satisfied at
the point in time we ship the product, as this is when the customer obtains
control of the asset under our standard terms and conditions. In certain
contracts with non-standard terms and

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conditions, these performance obligations may not be satisfied until formal
customer acceptance occurs. Performance obligations to fulfill service-type
extended warranties and provide our SaaS offerings, including Axon Evidence and
other cloud services, are generally satisfied over time as the customer receives
and consumes the benefits of these services over the stated service period.

Many of our products and services are sold on a standalone basis. We also bundle
our hardware products and services together and sell them to our customers in
single transactions, where the customer can make payments over a multi-year
period. For the years ended December 31, 2020, 2019 and 2018, the composition of
revenue recognized from contracts containing multiple performance obligations
and those not containing multiple performance obligations was as
follows (dollars in thousands):




                                                For the Year Ended December 31, 2020
                                       TASER            Software and Sensors            Total
Contracts with Multiple
Performance Obligations          $ 186,427     50.9 %  $     311,187      99.0 %  $ 497,614     73.1 %
Contracts without Multiple
Performance Obligations            180,125     49.1            3,264       1.0      183,389     26.9
Total                            $ 366,552    100.0 %  $     314,451     100.0 %  $ 681,003    100.0 %





                                                For the Year Ended December 31, 2019
                                       TASER            Software and Sensors            Total
Contracts with Multiple
Performance Obligations          $ 130,761     46.4 %  $     245,416      98.5 %  $ 376,177     70.9 %
Contracts without Multiple
Performance Obligations            150,900     53.6            3,783       1.5      154,683     29.1
Total                            $ 281,661    100.0 %  $     249,199     100.0 %  $ 530,860    100.0 %





                                                For the Year Ended December 31, 2018
                                       TASER            Software and Sensors            Total
Contracts with Multiple
Performance Obligations          $  72,355     28.6 %  $     159,318      95.4 %  $ 231,673     55.2 %
Contracts without Multiple
Performance Obligations            180,760     71.4            7,635       4.6      188,395     44.8
Total                            $ 253,115    100.0 %  $     166,953     100.0 %  $ 420,068    100.0 %




Additionally, we offer customers the ability to purchase CED cartridges and
certain services on an unlimited basis over the contractual term. Due to the
unlimited nature of these arrangements whereby we are obligated to deliver
unlimited products at the customer's request, we account for these arrangements
as stand-ready obligations, and recognize revenue ratably over the contract
period. Cost of product sales is recognized as the products are shipped to the
customer.

We have elected to recognize shipping costs as an expense in cost of product
sales when the control of hardware products or accessories have transferred to
the customer.

Sales tax collected on sales is netted against government remittances and thus, recorded on a net basis.



Deferred revenue consists of payments received in advance related to products
and services for which the criteria for revenue recognition have not yet been
met. Deferred revenue that will be recognized during the subsequent twelve month
period from the balance sheet date is recorded as current deferred revenue and
the remaining portion is recorded as long-term. Generally, customers are billed
in annual installments.

Sales are typically made on credit, and we generally do not require collateral.



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Valuation of Goodwill, Intangible and Long-lived Assets



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 impairment assessment in the fourth
quarter of each year. Finite-lived intangible assets and other long-lived assets
are amortized over their estimated useful lives. Management evaluates whether
events and circumstances have occurred that indicate the remaining estimated
useful life of long-lived assets and intangible assets may warrant revision or
that the remaining balance of these assets, including intangible assets with
indefinite lives, may not be recoverable.

Circumstances that might indicate long-lived assets might not be recoverable
could include, but are not limited to, a change in the product mix, a change in
the way products and services are created, produced or delivered, or a
significant change in the way our products are branded and marketed. When
performing a review for recoverability, management estimates 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. During the year
ended December 31, 2020, we abandoned certain planning and site development
activities related to our planned new headquarters, resulting in an impairment
charge of $0.7 million. Additionally, we recognized impairment charges totaling
$0.5 million related to improvements and remodeling of certain of our offices.
Both charges were included in sales, general and administrative expense in the
accompanying consolidated statements of operations. During the year ended
December 31, 2019, we abandoned certain capitalized software related to
implementation work on an enterprise resource planning system conversion,
resulting in an impairment charge of $1.3 million, and certain planning and site
development activities related to our planned new headquarters, resulting in an
impairment charge of $0.7 million, both of which were included in sales, general
and administrative expense in the accompanying consolidated statements of
operations and comprehensive income (loss). During the year ended
December 31, 2018, we abandoned certain developed technology acquired in a
business combination resulting in an impairment charge of $2.0 million.

Income Taxes



We recognize federal, state and foreign current tax liabilities or assets based
on our estimate of taxes payable or refundable in the current fiscal year by tax
jurisdiction. We also recognize federal, state and foreign deferred tax assets
or liabilities, as appropriate, for our estimate of future tax effects
attributable to temporary differences and carry forwards.

We recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained based on the technical
merits of the position. The tax benefits recognized in the consolidated
financial statements from such positions are measured based on the largest
benefit that has a greater than fifty percent likelihood of being realized upon
ultimate resolution. We must also assess whether uncertain tax positions as
filed could result in the recognition of a liability for possible interest and
penalties if any. We have completed research and development tax credit studies
for each year a tax credit was claimed for federal, Arizona, and California
income tax purposes. We determined that it was more likely than not that the
full benefit of the research and development tax credit would not be sustained
on examination and accordingly, have established a liability for unrecognized
tax benefits of $7.7 million as of December 31, 2020. We expect the amount of
the unrecognized tax benefit to increase by approximately $0.1 million within
the next 12 months. Should the unrecognized tax benefit of $7.7 million be
recognized, our effective tax rate would be favorably impacted. Our estimates
are based on information available to us at the time we prepare the income tax
provision. Our income tax returns are subject to audit by federal, state, and
local governments, generally years after the returns are filed. These returns
could be subject to material adjustments or differing interpretations of the tax
laws. During 2020, we completed an audit of our 2016 U.S. federal income tax
return by the Internal Revenue Service and began an audit of our 2016 and 2017
California income tax returns for which we are currently in the closing phase
with the Franchise Tax Board. Additionally, we have been notified that an audit
will commence for Axon Public Safety Southeast Asia LLC, our entity in Vietnam.
The tax period has not yet been defined.

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Our calculation of current and deferred tax assets and liabilities is based on
certain estimates and judgments and involves dealing with uncertainties in the
application of complex tax laws. Our estimates of current and deferred tax
assets and liabilities may change based, in part, on added certainty or finality
to an anticipated outcome, changes in accounting or tax laws in the U.S. and
internationally, or changes in other facts or circumstances. In addition, we
recognize liabilities for potential tax contingencies based on our estimate of
whether, and the extent to which, additional taxes may be due. If we determine
that payment of these amounts is unnecessary, or if the recorded tax liability
is greater than our current assessment, we may be required to recognize an
income tax benefit, or additional income tax expense, respectively, in our
consolidated financial statements.

In preparing our consolidated financial statements, we assess the likelihood
that our deferred tax assets will be realized from future taxable income. In
evaluating our ability to recover our deferred income tax assets, we consider
all available positive and negative evidence, including operating results,
ongoing tax planning and forecasts of future taxable income on a jurisdiction by
jurisdiction basis. A valuation allowance is established if we determine that it
is more likely than not that some portion or all of the net deferred tax assets
will not be realized. Although we believe that our tax estimates are reasonable,
the ultimate tax determination involves significant judgments that could become
subject to audit by tax authorities in the ordinary course of business.

We anticipate sufficient future pre-tax book income to realize a large portion
of our deferred tax assets. However, based on expected income for years in which
Arizona R&D tax credits are set to expire, and certain identified intangibles
with an indefinite life, a reserve of $7.3 million has been recorded as a
valuation allowance against deferred tax assets as of December 31, 2020.

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 stock options. Our
stock-based compensation awards are classified as equity and measured at the
fair market value of the underlying stock at the grant date. For service-based
awards, we recognize RSU expense using the straight-line attribution method over
the requisite service period. Vesting of performance-based RSUs 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, where all
conditions must be satisfied prior to vesting, compensation expense is
recognized over the requisite service period, which is defined as the longest
explicit, implicit or derived service period, based on management's estimate of
the probability and timing 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, 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 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 13 of the notes to our consolidated financial
statements within this Annual Report on Form 10-K.

We have granted a total of approximately 15.0 million performance-based awards
(options and restricted stock units) of which approximately 12.0 million are
outstanding as of December 31, 2020, the vesting of which is contingent upon the
achievement of certain performance criteria including the successful development
and market acceptance of future product introductions as well as our future
sales targets and operating performance and market capitalization. Compensation
expense for performance awards will be recognized based on management's best

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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 estimates
of the fair value of the awards and timing of recognition of stock-based
compensation and consequently, the related amount recognized in our statements
of operations and comprehensive income.

Contingencies and Accrued Litigation Expense


We are subject to the possibility of various loss contingencies arising in the
ordinary course of business, including product-related and other litigation. We
consider the likelihood of loss or impairment of an asset or the incurrence of a
liability, as well as our ability to reasonably estimate the amount of loss in
determining loss contingencies. An estimated loss contingency is accrued when it
is probable that an asset has been impaired or a liability has been incurred and
the amount of loss can be reasonably estimated. We regularly evaluate current
information available to us to determine whether such accruals should be
adjusted and whether new accruals are required. Refer to Note 10 of our
consolidated financial statements within this Annual Report on Form 10-K.

Reserve for Expected Credit Losses



We are exposed to the risk of credit losses primarily through sales of products
and services. Our expected credit loss allowance for accounts receivable, notes
receivable, and contract assets represents management's best estimate and
application of judgment considering a number of factors, including historical
collection experience, published or estimated credit default rates for entities
that represent our customer base, current and future economic and market
conditions and a review of the current status of customers' trade accounts
receivables. Additionally, specific reserve amounts are established to record
the appropriate provision for customers that have a higher probability of
default. Our monitoring activities include account reconciliation, dispute
resolution, payment confirmation, consideration of customers' financial
condition and macroeconomic conditions. Balances are written off when determined
to be uncollectible.


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



A majority of our customers are governmental agencies. Due to municipal
government funding rules, certain of our contracts are subject to appropriation,
termination for convenience, or similar cancellation clauses, which could allow
our customers to cancel or not exercise options to renew contracts in the
future. Economic slowdowns that negatively affect municipal tax collections and
put pressure on law enforcement may increase this risk and negatively impact the
realizability of our accounts and notes receivable and contract assets. We
considered the current and expected future economic and market conditions
surrounding the COVID-19 pandemic and increased our reserve for expected credit
losses by approximately $0.9 million during the year ended December 31, 2020.

Based on the balances of our financial instruments as of December 31, 2020, a
hypothetical 25 percent increase in expected credit loss rates across all pools
would result in a $0.7 million increase in the allowance for expected credit
losses.

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