LEAT 10-Q
Leatt Corp (LEAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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For the quarterly period ended:
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For the transition period from _____________to _____________
Commission File No.
(Exact name of registrant as specified in its charter)
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(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
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 standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [_] No
The number of shares outstanding of each of the issuer's classes of common stock, as of May 7, 2024, is as follows:
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LEATT CORPORATION
Quarterly Report on Form 10-Q
Three Months Ended March 31, 2024
TABLE OF CONTENTS
- i -
PART I
FINANCIAL INFORMATION
LEATT CORPORATION
CONSOLIDATED BALANCE SHEETS
| ASSETS | ||||||
| March 31, 2024 | December 31, 2023 | |||||
| Unaudited | Audited | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Accounts receivable, net | ||||||
| Inventory, net | ||||||
| Payments in advance | ||||||
| Deferred asset, net | ||||||
| Income tax refunds receivable | ||||||
| Prepaid expenses and other current assets | ||||||
| Total current assets | ||||||
| Property and equipment, net | ||||||
| Operating lease right-of-use assets, net | ||||||
| Accounts receivable, net | ||||||
| Deferred tax asset, net | ||||||
| Other Assets | ||||||
| Deposits | ||||||
| Total Assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||
| Notes payable, current | ||||||
| Operating lease liabilities, current | ||||||
| Short term loan, net of finance charges | ||||||
| Total current liabilities | ||||||
| Notes payable, net of current portion | ||||||
| Operating lease liabilities, net of current portion | ||||||
| Commitments and contingencies | ||||||
| Stockholders' Equity | ||||||
| Preferred stock, $ |
||||||
| Common stock, $ |
||||||
| Additional paid - in capital | ||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||
| Retained earnings | ||||||
| Total stockholders' equity | ||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Three Months Ended | ||||||
| March 31 | ||||||
| 2024 | 2023 | |||||
| Unaudited | Unaudited | |||||
| Revenues | $ | $ | ||||
| Cost of Revenues | ||||||
| Gross Profit | ||||||
| Product Royalty Income | ||||||
| Operating Expenses | ||||||
| Salaries and wages | ||||||
| Commissions and consulting expenses | ||||||
| Professional fees | ||||||
| Advertising and marketing | ||||||
| Office lease and expenses | ||||||
| Research and development costs | ||||||
| Bad debt expense | ||||||
| General and administrative expenses | ||||||
| Depreciation | ||||||
| Total operating expenses | ||||||
| Income (Loss) from Operations | ( |
) | ||||
| Other Expenses | ||||||
| Interest and other expenses, net | ( |
) | ( |
) | ||
| Total other expenses | ( |
) | ( |
) | ||
| Income (Loss) Before Income Taxes | ( |
) | ||||
| Income Taxes | ||||||
| Net Income (Loss) Available to Common Shareholders | $ | ( |
) | $ | ||
| Net Income (Loss) per Common Share | ||||||
| Basic | $ | ( |
) | $ | ||
| Diluted | $ | ( |
) | $ | ||
| Weighted Average Number of Common Shares Outstanding | ||||||
| Basic | ||||||
| Diluted | ||||||
| Comprehensive Income (Loss) | ||||||
| Net Income (Loss) | $ | ( |
) | $ | ||
| Other comprehensive income (loss), net of $ |
||||||
| Foreign currency translation | ( |
) | ( |
) | ||
| Total Comprehensive Income (Loss) | $ | ( |
) | $ | ||
The accompanying notes are an integral part of these consolidated financial statements.
2
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2024
| Accumulated | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Preferred Stock A | Common Stock | Additional | Comprehensive | Retained | ||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid - In Capital | Loss | Earnings | Total | |||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Net loss | - | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||||
| Restricted stock awards | - | - | - | - | - | - | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
| 2024 | 2023 | |||||
| Cash flows from operating activities | ||||||
| Net income (loss) | $ | ( |
) | $ | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Depreciation | ||||||
| Stock-based compensation | ||||||
| Bad debts reserve | ||||||
| Inventory reserve | ( |
) | ||||
| Deferred asset allowance | ( |
) | ||||
| (Gain) loss on sale of property and equipment | ||||||
| (Increase) decrease in: | ||||||
| Accounts receivable | ||||||
| Deferred asset | ||||||
| Inventory | ||||||
| Payments in advance | ( |
) | ||||
| Prepaid expenses and other current assets | ( |
) | ||||
| Income tax refunds receivable | ||||||
| Long-term accounts receivable | ||||||
| Deposits | ( |
) | ||||
| Increase (decrease) in: | ||||||
| Accounts payable and accrued expenses | ( |
) | ( |
) | ||
| Income taxes payable | ||||||
| Deferred compensation | ( |
) | ||||
| Net cash provided by operating activities | ||||||
| Cash flows from investing activities | ||||||
| Capital expenditures | ( |
) | ( |
) | ||
| Net cash used in investing activities | ( |
) | ( |
) | ||
| Cash flows from financing activities | ||||||
| Repayment of notes payable to bank | ( |
) | ( |
) | ||
| Repayment of short-term loan, net | ( |
) | ( |
) | ||
| Net cash used in financing activities | ( |
) | ( |
) | ||
| Effect of exchange rates on cash and cash equivalents | ( |
) | ( |
) | ||
| Net increase in cash and cash equivalents | ||||||
| Cash and cash equivalents - beginning of period | ||||||
| Cash and cash equivalents - end of period | $ | $ | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for interest | $ | $ | ||||
| Cash paid for income taxes | $ | $ | ||||
| Other noncash investing and financing activities | ||||||
| Common stock issued for services | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
4
LEATT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Basis of presentation
The consolidated balance sheet as of December 31, 2023 was audited and appears in the Form 10-K filed by the Company with the Securities and Exchange Commission on March 13, 2024. The consolidated balance sheet as of March 31, 2024 and the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 and 2023, changes in stockholders' equity for the three months ended March 31, 2024, cash flows for the three months ended March 31, 2024 and 2023, and the related information contained in these notes have been prepared by management without audit. In the opinion of management, all adjustments (which include only normal recurring items) necessary to present fairly the financial position, results of operations and cash flows in conformity with generally accepted accounting principles as of March 31, 2024 and for all periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 as filed with the Securities and Exchange Commission in the Company's Form 10-K.
Note 2 - Inventory
Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, the Company must make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, the Company utilizes historical experience as well as current market information. The reserve for obsolescence was $
Note 3 - Operating Leases - Right-of-Use Assets and Lease Liability Obligations
The Company has three non-cancelable operating leases, for office and warehousing space, that expires in February 2025, February 2025 and January 2027, respectively. Rent expense for these operating leases is recognized over the term of the lease on a straight-line basis.
Below is a summary of the Company's Operating Right-of-Use Assets and Operating Lease liabilities as of March 31, 2024 and December 31, 2023:
| 2024 | 2023 | |||||
| Assets | ||||||
| Operating lease ROU assets | $ | $ | ||||
| Liabilities | ||||||
| Operating lease liabilities, current | $ | $ | ||||
| Operating lease liabilities, net of current portion | ||||||
| Total operating lease liabilities | $ | $ |
During the three months ended March 31, 2024 and 2023 the Company recognized $
As of March 31, 2023, and December 31, 2023 the following disclosures for the remaining lease terms and incremental borrowing rates were applicable:
| Supplemental disclosure | March 31, 2024 | December 31, 2023 | ||||
| Weighted average remaining lease term |
|
|
||||
| Weighted average discount rate |
Maturities of lease liabilities as of March 31, 2024 were as follows:
| Year ended December 31, | Amounts under Operating Leases | ||
| Remaining 2024 | $ | ||
| 2025 | |||
| 2026 | |||
| 2027 | |||
| Total minimum lease payments | $ | ||
| Less: amount representing interest | $ | ( |
) |
| Total operating lease liabilities | $ |
Supplemental cash flow information for the three months ended March 31, 2024 and 2023 are as follows:
| Three months ended | Three months ended | |||||
| March 31, 2024 | March 31, 2023 | |||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ |
Note 4 - Revolving line of Credit facility
On November 19, 2018, the Company entered into a $
Note 5 - Short-term Loan
The Company carries product liability insurance policies with a U.S. and South African-based insurance carrier. The Company finances payment of both of its product liability insurance premiums over the period of coverage, which is generally twelve months. The short-term loan is payable in monthly installments of $
Note 6 - Notes payable
Two Eleven entered into a Note Payable with a bank effective December 17, 2021 in the principal amount of $
Two Eleven entered into a Note Payable with a bank effective December 1, 2022 in the principal amount of $
| March 31, 2024 | December 31, 2023 | ||||||
| Liabilities | |||||||
| Note payable, current | $ | $ | |||||
| Note payable, net of current portion | |||||||
| $ | $ |
Principal maturities of notes payable as of March 31, 2024 were as follows:
| Year ended December 31, | Amounts under Notes Payable | ||
| Remaining 2024 | $ | ||
| 2025 | |||
| 2026 | |||
| $ |
Note 7 - Revenue and Cost Recognition
The Company's products are sold worldwide to a global network of distributors and dealers, and directly to consumers when there are no dealers or distributors in their geographic area or where consumers choose to purchase directly via the Company's e-commerce website (collectively the "customers").
Revenues from product sales are recognized when earned, net of applicable provisions for discounts and returns and allowances in the event of product defect where no exchange of product is possible. Revenues are recognized when performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Product royalty income, representing less than
The Company's standard distributor payment terms range from pre-payment in full to 60 days after shipment and subsequent sales of product by distributors have no effect on the amount and timing of payments due to the Company, however, in limited instances qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk requirements. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.
Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the ultimate consumer when there is no dealer in the geographic area or the consumer chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer. The Company's standard terms and conditions of sale for non-consumer direct or web-based sales do not allow for product returns other than under warranty.
As of March 31, 2024 and December 31, 2023 sales totaling $
International sales (other than in the United States and South Africa) are generally drop-shipped directly from the Company’s consolidation warehouse or the third-party manufacturer to the international distributors. Revenue and related cost of revenue is recognized at the time of shipment from the manufacturer's port when the shipping terms are Free On Board ("FOB") shipping point, Cost and Freight ("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. Sales to all customers (distributors, dealers and consumers) are generally final; however, in limited instances, product may be returned and exchanged due to product quality issues. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.
In the following table, revenue is disaggregated by the source of revenue:
| Three months ended March 31, | |||||||||||||
| 2024 | % of Revenues | 2023 | % of Revenues |
||||||||||
| Consumer and athlete direct revenues | $ | $ | |||||||||||
| Dealer direct revenues | |||||||||||||
| International distributor revenues | |||||||||||||
| $ | $ | ||||||||||||
The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at March 31, 2024 and December 31, 2023 was $
Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to substantially all distributors on an unsecured basis. The Company continuously monitors collections and payments from customers and maintains an allowance for doubtful accounts receivable based upon the expected credit losses determined utilizing historical experience and any specific customer collection issues that have been identified. In determining the amount of the allowance, the Company is required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after the Company used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates as in the past. A significant change in the liquidity or financial position of any of the Company's significant customers could have a material adverse effect on the collectability of the Company's accounts receivable and future operating results. The allowance for short-term doubtful accounts at March 31, 2024 was $
Sales commissions are expensed when incurred, which is generally at the time of sale, because the amortization period would have been one year or less. These costs are recorded in commissions and consulting expenses within operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).
Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfilment cost and are included in revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
Note 8 - Income Taxes
The Company uses the asset and liability approach to account for income taxes. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes included taxes currently payable, if any, plus the net change during the period in deferred tax assets and liabilities recorded by the Company.
The Company applies the provisions of FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes ("Standard"), which provides that the tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained upon an examination by tax authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, the standard provides guidance on derecognition, classification, interest and penalties; accounting in interim periods, disclosure and transition, and any amounts when incurred would be recorded under these provisions.
The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2024, the Company has no unrecognized tax benefits.
Note 9 - Net Income Per Share of Common Stock
Basic net income per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common stock shares and dilutive potential common shares outstanding during the period. For the three months ended March 31, 2024, the Company had
Note 10 - Common Stock
Stock-based compensation expense related to vested restricted stock awards during the three months ended March 31, 2024 was $
Note 11 - Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted - In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
The Company evaluated all ASU's issued by the FASB for consideration of their applicability. ASU's not included in the Company's disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements.
Note 12 - Litigation
In the ordinary course of business, the Company is involved in various legal proceedings involving product liability and personal injury and intellectual property litigation. The Company is insured against loss for certain of these matters. The Company will record contingent liabilities resulting from asserted and unasserted claims against it when it is probable that the liability has been incurred and the amount of the loss is reasonably estimable. The Company will disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. While the outcome of currently pending litigation is not yet determinable, the ultimate exposure with respect to these matters cannot be ascertained. However, based on the information currently available to the Company, the Company does not expect that any liabilities or costs that might be incurred to resolve these matters will have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.
Note 13 - Risks and Uncertainties
The COVID-19 pandemic had an adverse impact on global shipping and supply chains which caused a disruption in our customers' ordering patterns and ultimately inflated certain industry wide stock levels. This was further compounded by the global economic slowdown experienced worldwide due to a high inflationary environment and geo-political instability. Elevated industry wide inventory levels and adverse economic conditions compounded by resultant foreign exchange rate volatility may continue to impact levels of dealer and distributor ordering and ultimately consumer spending in the foreseeable future, which may affect the Company's profitability, and could have a negative impact on the Company's results of operations for the coming periods and beyond.
Note 14 - Subsequent Events
The Company has evaluated all subsequent events through the date the financial statements were released.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Special Note Regarding Forward Looking Statements
This report contains forward-looking statements that are contained principally in the sections entitled "Our Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" in this report. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:
• our expectations regarding growth in the motor sports and bicycle market;
• our expectation regarding increasing demand for protective equipment used in the motor sports and bicycle market;
• our belief that we will be able to effectively compete with our competitors and increase our market share;
• our expectations with respect to increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes; and
• our future business development, results of operations and financial condition.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this quarterly report. You should read this quarterly report and the documents that we reference and filed as exhibits to the quarterly report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this annual report to:
• "Leatt," "we," "us," "our," the "Registrant" or the "Company" are to the combined business of Leatt Corporation, a Nevada corporation, its South African branch, Leatt SA, and its direct, wholly owned subsidiaries, Two Eleven and Leatt Prop;
• "Leatt Prop" refers to Leatt Prop (Pty) Ltd, a South African Company incorporated under the laws of South Africa with registration number: 2022/523867/07;
• "Leatt SA" are to the Company's branch office known as 'Leatt Corporation (Incorporated in the State of Nevada)' incorporated under the laws of South Africa with registration number: 2007/032780/10;
• "Leatt USA" are to Leatt USA, LLC, a Nevada Limited Liability Company;
• "PRC", and "China" are to the People's Republic of China;
• "Two Eleven" refers to Two Eleven Distribution, LLC, a Nevada Limited Liability Company;
• "Securities Act" are to the Securities Act of 1933, as amended, and to "Exchange Act" are to Securities Exchange Act of 1934, as amended;
• "South Africa" are to the Republic of South Africa;
• "U.S. dollar," "$" and "US$" are to the legal currency of the United States;
• "Xceed Holdings" refers to Xceed Holdings CC., a close corporation incorporated under the laws of South Africa, and wholly- owned by The Leatt Family Trust, of which Dr. Christopher J. Leatt, the Company's chairman, is a Trustee and Beneficiary; and
• "ZAR" refers to the South African Rand, the legal currency of South Africa. For all ZAR amounts reported, the dollar amount has been calculated on the basis that $1 = ZAR18.8443 for its March 31, 2024 balance sheet.
11
Overview of Our Business
We were incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. We were a shell company with little or no operations until March 1, 2006, when we acquired the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company controlled by the Company's Chairman and founder, Dr. Christopher Leatt. On May 25, 2005, we changed our name to Leatt Corporation in connection with our anticipated acquisition of the Leatt-Brace® rights. Leatt designs, develops, markets and distributes personal protective equipment for participants in all forms of motor sports and leisure activities, including riders of motorcycles, bicycles, snowmobiles and ATVs. The Company sells its products to customers worldwide through a global network of distributors and retailers. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by other international brands.
The Company's flagship products are based on the Leatt-Brace® system, a patented injection molded neck protection system owned by Xceed Holdings, designed to prevent potentially devastating injuries to the cervical spine and neck. The Company has the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment using this technology, as well as its own developed technology, including the Company's body protection products, and helmets which it markets under the Leatt® brand.
The Company's research and development efforts are conducted at its research facilities, located at its executive headquarters in Cape Town, South Africa. The Company employs 4 full-time employees who are dedicated exclusively to research, development, and testing. The Company also utilizes consultants, academic institutions and engineering companies as independent contractors or consultants, from time to time, to assist it with its research and development efforts. Leatt products have been tested and reviewed internally and by external bodies. All Leatt products are compliant with applicable European Union directives, or CE certified, where appropriate. Depending on the market we have other certifications outside of CE. Specifically, all our motorcycle helmets comply with Economic Commission for Europe (ECE) UN Regulation No. 22 r06, and our bicycle helmet complies with the European Committee for Standardization (CEN) EN-1078 standard. For the US market, our motorcycle helmets comply with the US Department of Transportation (DOT) FMVSS 218 helmet safety standard and our bicycle helmet complies with the US Consumer Product Safety Commission (CPSC) 1203 standard for helmet safety. Our downhill specific bicycle helmets also comply with the American Society for Testing and Materials (ASTM) F1952 standard for downhill racing safety. For the Australian market, our bicycle helmet complies with Australian/New Zealand Standard (AS/NZS) 2063, for the UK market, substantially all of our motorcycle helmets comply with the Auto Cycle Union (ACU) gold standard, for the Japanese market, our Moto 3.5 helmet with the Japanese Standard Association (JSA) JIS T 8133 standard for protective helmets, and for the Brazilian market our Moto 7.5, Moto 3.5, and Moto 2.5 helmets comply with The Brazilian Association of Technical Standards (ABNT) NBR 7471 safety standard. Our Enduro 4.0 helmet and All-Mountain 4.0 helmet have acquired NTA8776 certification, a new e-bike helmet certification required in the Dutch Technical Agreement (NTA) 8776.
Our products are predominately manufactured in China in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements with third-party manufacturers located there, based on agreed terms. We continue to build manufacturing capacity outside China, namely, in Thailand and Bangladesh. The Company utilizes outside consultants and its own employees to ensure the quality of its products through regular on-site product inspections. Products sold to our international customers are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents.
Leatt earns revenues through the sale of its products through approximately 49 distributors worldwide, who in turn sell its products to retailers. Leatt distributors are required to follow certain standard business terms and guidelines for the sale and distribution of Leatt products. Two Eleven and Leatt SA directly distribute Leatt products to dealers and direct to end consumers through digital channels in the United States and South Africa, respectively.
Principal Factors Affecting Our Financial Performance
We believe that the following factors will continue to affect our financial performance:
• Global Economic Fragility - The ongoing turmoil in the global economy, especially in the U.S., Asia and Europe, may have an impact on our business and our financial condition if economic conditions do not improve. We sell our products through a global network of distributors and dealers who may have difficulty clearing elevated multi-brand stock, previously ordered in response to industry wide supply chain challenges, which in turn could slow new orders and affect our financial performance. If our customers were to experience prolonged slow growth or recession as a result of these conditions or otherwise, we could see a drop-in demand for our products and potentially difficulty in collecting accounts receivables.
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• Trade Restrictions - We engage in international manufacturing and sales which exposes us to trade restrictions and disruptions that could harm our business and competitive position. Most of our products are manufactured in China, and the U.S. administration has announced tariffs on certain products imported into the United States with China as the country of origin. While these tariffs have not had a significant impact on the shipment of our products to international markets as at March 2024, we believe that the future imposition of, or significant increases in, the level of tariffs, custom duties, export quotas and other barriers and restrictions by the U.S. on China or other countries could disrupt our supply chain, increase the cost of our raw materials and therefore our pricing, and impose the burdens of compliance with foreign trade laws, any of which could potentially affect our bottom line and sales. While we are in continuous discussions with our manufacturers to ensure there are contingencies in place, we cannot assure you that we will not be adversely affected by changes in the trade laws of foreign jurisdictions where we sell and seek to sell our products.
• Fuel Prices - Significant fluctuations in fuel prices could have both a positive and negative effect on our business and operations. A significant portion of our revenue is derived from international sales and significant fluctuations in world fuel prices could significantly increase the price of shipping or transporting our products which we may not be able to pass on to our customers. On the other hand, fluctuations in fuel prices lead to higher commuter costs which may encourage the increased use of motorcycles and bicycles as alternative modes of transportation and lead to an increase in the market for our protection products.
• Product Liability Litigation - We face an inherent business risk of exposure to product liability claims arising from the claimed failure of our products to help prevent the types of personal injury or death against which they are designed to help protect. Therefore, we have acquired very costly product liability insurance worldwide. We have not experienced any material uninsured losses due to product liability claims, but it is possible that we could experience material losses in the future. After a two-week trial in the United States District Court for the Northern District of Ohio (Eastern) ending on April 17, 2014, a federal jury returned a defense verdict for the Company in the first Leatt-Brace® product liability lawsuit to be tried in the United States. The plaintiffs in that case had alleged that defective product design and failure to warn had caused a motocross rider to suffer multiple mid-thoracic spine fractures, causing immediate and permanent paraplegia, when he crashed at a relatively low speed on February 13, 2011. When the accident occurred, he was wearing a helmet and other safety gear from several different companies, including the Company's acclaimed Leatt-Brace®. The Company produced evidence at trial showing that his thoracic paraplegia was an unavoidable consequence of his fall, not the result of wearing a Leatt-Brace®, and that the neck brace likely saved his life (or saved him from quadriplegia) by preventing cervical spine injury. The Company had maintained from the onset that this and a small handful of other lawsuits are without merit and that it would vigorously defend itself in each case. In this case, the plaintiffs subsequently appealed the court's decision, and the parties reached an amicable settlement. Although we carry product liability insurance, a successful claim brought against us could significantly harm our business and financial condition and have an adverse impact on our ability to renew our product liability insurance or secure new coverage.
• Protection of Intellectual Property - We believe that the continued success of our business is dependent on our intellectual property portfolio consisting of globally registered trademarks, design patents and utility patents related to the Leatt-Brace®. We believe that a loss of these rights would harm or cause a material disruption to our business and, our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be. From time to time, we have had to enforce our intellectual property rights through litigation, and we may be required to do so in the future. Such litigation may result in substantial costs and could divert resources and management attention from the operations of our business.
• Fluctuations in Foreign Currencies - We are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. While our reporting currency is the U.S. Dollar, a portion of our consolidated revenues are denominated in South African Rand, or ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. If the ZAR depreciates against the U.S. Dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. Furthermore, since 64% of our sales are derived outside the U.S., where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.
• Natural or Man-made Catastrophic Events - We are exposed to natural or man-made catastrophic events that may disrupt our business and may reduce consumer demand for our products. A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as the outbreak and global spread of COVID-19 or the coronavirus, or a man-made catastrophic event could cause delays in completing sales, continuing production, or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary manufacturing locations or our distributor locations worldwide. Any of these events could severely affect our ability to conduct normal business operations and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable, such as impacts on our consumers and on consumer purchasing behavior, which could cause delays in new orders, delays in completing sales or even order cancellations. The continued mutation and spread of deadly viruses, economic headwinds caused by global quarantines, or the occurrence of any other catastrophic events, could have a negative impact on our sales revenue for the coming period and beyond.
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• Impact of Global Conflict - We are exposed to global conflict, such as the ones in Ukraine and the Middle East, that may disrupt our business and reduce consumer demand for our products. A disruption of global shipping routes, the imposition of government sanctions or other activities resulting from such conflicts could directly affect consumer demand for our products, cause delays in completing sales, shipping of our products, continuing production or performing other critical functions of our business, particularly if a conflict occurs at our primary manufacturing locations or our distributor locations worldwide. Furthermore, prolonged conflict may have unintended global consequences such as increased inflation, fuel and transportation costs. While we have conducted due diligence on our customers in Russia to ensure that they do not fall into any sanctioned categories, we have seen a delay in the receipt of receivables in our bank account from the distributors of our products in Russia caused by enhanced screening of Russian funds in compliance with global sanctions against Russia for the war in Ukraine. The prolonging or expansion of that conflict could have an adverse impact on our consumers and on consumer purchasing behavior, and result in delays of new orders and completing sales, order cancellations, or payment and shipping delays. We will continue to monitor this fluid situation and any adverse impact that it may have on the global economy in general and on our business operations and especially that of our customers, and we will develop contingencies as necessary to address any disruptions to our business operations as they arise.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements and the notes thereto for the three-month periods ended March 31, 2024 and 2023 included herein.
Comparison of Three Months Ended March 31, 2024 and Three Months Ended March 31, 2023
The following table summarizes the results of our operations during the three-month periods ended March 31, 2024 and 2023 and provides information regarding the dollar and percentage increase or (decrease) in such periods:
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| Three Months Ended March 31, | Percentage | ||||||||||||
| 2024 | 2023 | Increase | Increase | ||||||||||
| Item | (Decrease) | (Decrease) | |||||||||||
| REVENUES | $ | 10,614,470 | $ | 13,079,343 | $ | (2,464,873 | ) | -19% | |||||
| COST OF REVENUES | 6,606,137 | 7,306,573 | $ | (700,436 | ) | -10% | |||||||
| GROSS PROFIT | 4,008,333 | 5,772,770 | $ | (1,764,437 | ) | -31% | |||||||
| PRODUCT ROYALTY INCOME | 39,303 | 13,136 | $ | 26,167 | 199% | ||||||||
| OPERATING EXPENSES | |||||||||||||
| Salaries and Wages | 1,568,271 | 1,241,436 | $ | 326,835 | 26% | ||||||||
| Commissions and Consulting | 124,216 | 96,324 | $ | 27,892 | 29% | ||||||||
| Professional Fees | 298,971 | 337,243 | $ | (38,272 | ) | -11% | |||||||
| Advertising and Marketing | 892,417 | 841,094 | $ | 51,323 | 6% | ||||||||
| Office Lease and Expenses | 151,554 | 150,240 | $ | 1,314 | 1% | ||||||||
| Research and Development Costs | 555,778 | 584,991 | $ | (29,213 | ) | -5% | |||||||
| Bad Debt Expense | 9,964 | 49,395 | $ | (39,431 | ) | -80% | |||||||
| General and Administrative | 942,888 | 818,179 | $ | 124,709 | 15% | ||||||||
| Depreciation | 294,134 | 279,810 | $ | 14,324 | 5% | ||||||||
| Total Operating Expenses | 4,838,193 | 4,398,712 | $ | 439,481 | 10% | ||||||||
| INCOME (LOSS) FROM OPERATIONS | (790,557 | ) | 1,387,194 | $ | (2,177,751 | ) | -157% | ||||||
| Other Expenses | (24,483 | ) | (20,924 | ) | $ | (3,559 | ) | -17% | |||||
| INCOME (LOSS) BEOFRE INCOME TAXES | (815,040 | ) | 1,366,270 | $ | (2,181,310 | ) | -160% | ||||||
| Income Taxes | 1,639 | 343,049 | $ | (341,410 | ) | -100% | |||||||
| NET INCOME (LOSS) | $ | (816,679 | ) | $ | 1,023,221 | $ | (1,839,900 | ) | -180% | ||||
Revenues - We earn revenues from the sale of our protective gear comprising of neck braces, body armor, helmets and other products, parts and accessories both in the United States and abroad. Revenues for the three months ended March 31, 2024 were $10.61 million, a 19% decrease, compared to revenues of $13.08 million for the quarter ended March 31, 2023. This decrease in worldwide revenues is primarily attributable to a $1.34 million decrease in body armor sales, a $1.43 million decrease in helmet sales, a $0.22 million decrease in neck brace sales that were partially offset by a $0.53 million increase in sales of other products, parts and accessories, Revenues generated from sales to our customers in the United States were $3.87 million and $3.89 million, for the three months ended March 31, 2024 and 2023, respectively. Revenues associated with international customers were $6.74 million and $9.19 million, or 64% and 70% of revenues, for the three months ended March 31, 2024 and 2023, respectively. Although, consumer direct sales increased by 15% and dealer direct sales increased by 9% for the first quarter of 2024, sales to our global distributors decreased by 31%, when compared to the first quarter of 2023 as our distributors continue to manage industry wide stocking dynamics.
The following table sets forth our revenues by product line for the three months ended March 31, 2024 and 2023:
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| Three months ended March 31, | |||||||||||||
| 2024 | % of Revenues | 2023 | % of Revenues |
||||||||||
| Neck braces | $ | 561,182 | 5% | $ | 780,315 | 6% | |||||||
| Body armor | 5,027,926 | 47% | 6,366,181 | 49% | |||||||||
| Helmets | 1,694,815 | 16% | 3,128,754 | 24% | |||||||||
| Other products, parts and accessories | 3,330,547 | 32% | 2,804,093 | 21% | |||||||||
| $ | 10,614,470 | 100% | $ | 13,079,343 | 100% | ||||||||
Sales of our flagship neck brace accounted for $0.56 million and $0.78 million, or 5% and 6% of our revenues for the quarters ended March 31, 2024 and 2023, respectively. The 28% decrease in neck brace revenues is primarily attributable to a 13% decrease in the volume of neck braces sold when compared to the first quarter of 2023.
Our body armor products are comprised of chest protectors, full upper body protectors, upper body protection vests, back protectors, knee braces, knee and elbow guards, off-road motorcycle boots and mountain biking shoes. Body armor sales accounted for $5.03 million and $6.37 million, or 47% and 49% of our revenues for the quarters ended March 31, 2024 and 2023, respectively. The 21% decrease in body armor revenues was primarily the result of a 21% decrease in upper body armor revenues and a 48% decrease in the volume of mountain biking shoes sold, when compared to the 2023 period. Additionally, although the volume of motorcycle boots sold during the first quarter of 2024 increased by 4%, revenue generated from the sale of motorcycle boots decreased by 29% as a result of short term dealer direct sales promotions as the Company continues to manage inventory levels and margins as efficiently as possible in the context of industry wide stocking dynamics.
Our helmets accounted for $1.69 million or 16% of our revenues for the three months ended March 31, 2024, as compared to $3.13 million or 24% of our revenues for the same 2023 period. The 46% decrease in helmet sales is primarily attributable to a 46% decrease in the volume of MTB helmets sold when compared to the first quarter of 2023.
Our other products, parts and accessories are comprised of goggles, hydrations bags and apparel items including jerseys, pants, shorts and jackets, as well as aftermarket support items required primarily to replace worn or damaged parts through our global distribution network. Other products, parts and accessory sales accounted for $3.33 million and $2.80 million, or 32% and 21% of our revenues for the quarters ended March 31, 2024 and 2023, respectively. Although sales of our MTB and MOTO apparel lines decreased during the first quarter, the 19% increase in revenues from the sale of other products, parts and accessories is primarily due to continued strong initial shipments of our ADV apparel line, designed for Adventure motorcycle riding during the first quarter of 2024.
Cost of Revenues and Gross Profit - Cost of revenues for the quarters ended March 31, 2024 and 2023 were $6.61 million and $7.31 million, respectively. Gross Profit for the quarters ended March 31, 2024 and 2023 were $4.01 million and $5.77 million, respectively, or 38% and 44% of revenues, respectively. The 6% decrease in gross profit as a percentage of revenues for the three months ended March 31, 2024, was primarily due to short term dealer direct sales promotions implemented on specific affected categories and designed to optimize inventory levels as the Company continues to manage industry wide stocking dynamics at the dealer and distributor level. Inventory levels are reaching more sustainable levels, as the Company continues to seek opportunities to turn over slower moving inventory categories that have been exceptionally affected by current stocking dynamics over the last 6 months particularly on dealer direct sales.
Product Royalty Income - Product royalty income is earned on sales to distributors that have royalty agreements in place, as well as on sales of licensed products by third parties that have licensing agreements in place. Product royalty income for the quarters ended March 31, 2024 and 2023 were $39,303 and $13,136, respectively. The 199% increase in product royalty income is due to an increase in the sale of licensed products by licensees during the 2024 period.
Salaries and Wages - Salaries and wages for the quarters ended March 31, 2024 and 2023 were $1,568,271 and $1,241,436 respectively. The 26% increase in salaries and wages during the 2024 period was primarily due to the employment of additional sales professionals and marketing staff in the United States as we continue to build a multi-channel, multi discipline selling organization and expedite the expansion of our selling activities domestically in order to facilitate growth.
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Commissions and Consulting Expense - During the quarters ended March 31, 2024 and 2023, commissions and consulting expenses were $124,216 and $96,324, respectively. The 29% increase in commissions and consulting expenses is primarily the result of an increase in commissions paid to employee sales professionals in the United States in line with the increase in domestic MOTO and MTB dealer direct revenues during the 2024 period. Additionally, consulting fees increased as the Company continued to streamline its domestic sales taxation operations.
Professional Fees - Professional fees consist of costs incurred for audit, tax and regulatory filings, as well as patent protection and product liability litigation expenses incurred as the Company continues to expand. Professional fees for the quarters ended March 31, 2024 and 2023 were $298,971 and $337,243, respectively. The 11% decrease in professional fees is primarily due to a decrease in patent initiation and maintenance costs incurred during the 2024 period.
Advertising and Marketing - The Company places paid advertising in various motorsport and bicycle magazines and online media and sponsors a number of events, professional teams and individuals to increase product and brand visibility globally. Advertising and marketing expenses for the quarters ended March 31, 2024 and 2023 were $892,417 and $841,094, respectively. The 6% increase in advertising and marketing expenditure is primarily due to an increase in expenditure on the production and implementation of coordinated global marketing campaigns that include e-commerce partner marketing incentives and are designed to increase consumer demand for the Companies growing product categories.
Office Lease and Expenses - Office lease and expenses for the quarters ended March 31, 2024 and 2023 were $151,554 and $150,240, respectively. The 1% increase in office lease and expenses during the 2024 period is primarily due to annual rental escalations that were partially offset by a decrease in additional warehouse storage rented in the United States as the Company continues to streamline its inventory levels.
Research and Development Costs - These costs consist of the salaries of personnel who are directly involved in the research and development of innovative products, as well as the direct costs associated with developing these products. Research and development costs for the quarter ended March 31, 2024, decreased to $555,778, from $584,991 during the same 2023 quarter. The 5% decrease in research and development costs is primarily due to a decrease in expenditure on product certification and homologation activities that were partially offset by an increase in staff costs relating to the employment of design and engineering staff during the 2024 period as the Company continues to refine and build a pipeline of exceptional products.
Bad Debt Expense - Bad debt expense for the quarters ended March 31, 2024 and 2023 were $9,964 and $49,395, respectively. The 80% decrease in bad debt expense is the result of a decrease in provisions made for unrecoverable debts relating to the Company's international customers during the 2024 period.
General and Administrative Expenses - General and administrative expenses consist of insurance, travel, merchant fees, telephone, office and computer supplies. General and administrative expenses for the quarters ended March 31, 2024 and 2023 were $942,888 and $818,179, respectively. The 15% increase in general and administrative expenses is primarily due to an increase in domestic property insurance and travel costs incurred as the Company continues to intensify sales outreach and activation activities.
Depreciation Expense - Depreciation expense for the quarters ended March 31, 2024 and 2023 were $294,134 and $279,810, respectively. The 5% increase in depreciation is primarily due to online software enhancements utilized to improve consumer and customer engagement and ultimately buying activity across the Company's web-based selling platforms.
Total Operating Expenses - Total operating expenses increased by $439,481, to $4.84 million in the three months ended March 31, 2024, or 10%, compared to $4.40 million in the 2023 period. This increase is primarily due to the increase in salaries, wages and general and administrative costs discussed above.
Net Income (Loss) - The net loss after income taxes for the quarter ended March 31, 2024 was $0.82 million, as opposed to a net income of $1.02 million for the quarter ended March 31, 2023. This 180% decrease in net income is primarily due to the decrease in revenues and gross profit and the increase in total operating expenditures discussed above.
Liquidity and Capital Resources
At March 31, 2024, we had cash and cash equivalents of $13.53 million. The following table sets forth a summary of our cash flows for the periods indicated:
| March 31, | ||||||
| 2024 | 2023 | |||||
| Net cash provided by operating activities | $ | 2,828,382 | $ | 5,279,753 | ||
| Net cash used in investing activities | $ | (49,216 | ) | $ | (368,497 | ) |
| Net cash used in financing activities | $ | (495,761 | ) | $ | (409,654 | ) |
| Effect of exchange rate changes on cash and cash equivalents | $ | (99,183 | ) | $ | (231,772 | ) |
| Net increase in cash and cash equivalents | $ | 2,184,222 | $ | 4,269,830 | ||
| Cash and cash equivalents at the beginning of period | $ | 11,347,420 | $ | 7,102,945 | ||
| Cash and cash equivalents at the end of period | $ | 13,531,642 | $ | 11,372,775 | ||
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Cash increased by $2.18 million, or 19%, for the three months ended March 31, 2024, when compared to December 31, 2023. The primary sources of cash for the three months ended March 31, 2024 were a decrease in inventory of $3,357,216 and a decrease in accounts receivable of $2,272,435. The primary uses of cash for the three months ended March 31, 2024 were a decrease in accounts payable and accrued expenses of $2,078,530 and a net loss of $816,679.
The Company is currently meeting its working capital needs through cash on hand, a revolving line of credit with a bank, as well as internally generated cash from operations. Management believes that its current cash and cash equivalent balances, along with the net cash generated by operations are sufficient to meet its anticipated operating cash requirements for at least the next twelve months. There are currently no plans for any major capital expenditure in the next twelve months. Our long-term financing requirements depend on our growth strategy, which relates primarily to our desire to increase revenue both in the U.S. and abroad.
Obligations under Material Contracts
Pursuant to our Licensing Agreement with Xceed Holdings, a company controlled by Dr. Christopher Leatt, our founder, chairman and head of research and development, we pay Xceed Holdings 4% of all neck brace sales revenue billed and received by the Company on a quarterly basis based on sales of the previous quarter. During the three months ended March 31, 2024 and 2023, the Company paid an aggregate of $32,260 and $39,651, in licensing fees to Xceed Holdings. In addition, pursuant to a separate license agreement between the Company and Mr. J. P. De Villiers, our former director, the Company is obligated to pay a royalty fee of 1% of all our billed and received neck brace sales revenue, in quarterly installments, based on sales of the previous quarter, to a trust that is beneficially owned and controlled by Mr. De Villiers. During the quarters ended March 31, 2024 and 2023, the Company paid an aggregate of $8,065 and $9,913, in licensing fees to Mr. De Villiers.
Dr. Christopher Leatt is compensated in his capacity as our Research and Development consultant, pursuant to our Consulting Agreement, dated November 8, 2021, with Innovation Services Limited, or Innovation, a Jersey limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. From January 1 through June 30, 2023, the monthly fee payable by the Company to Innovation was $44,371, and commencing July 1, 2023, this monthly fee increased to $45,463. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt's and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Company also simultaneously entered into a side letter agreement, dated November 8, 2021, with Dr. Leatt, pursuant to which Dr. Leatt agreed, among other things: (1) not to perform services similar to the services provided under the agreement for any current or future, direct or indirect competitor of the Company or any similar company; (2) not to solicit any current or future employees of the Company for employment with Innovation or any other entity with which he may become affiliated, or to contact or solicit any current or future stockholder or investor of the Company in connection with any matter that is not directly related to the ongoing or future business operations of the Company; and (3) that he will apprise the Company of any business opportunity that he becomes aware of that could benefit the Company so that the Company, can in its sole discretion, make a determination regarding whether to pursue such opportunity in the best interest of the Company and its stockholders. Dr. Leatt further agreed to continue dedicating a majority of his time on matters related to performance of his duties as a director of the Company and to the fulfillment of his obligations to the Company's research and development efforts under the consulting agreement, and the Company will have the right to adjust the amount of the fees payable under the consulting agreement to the extent of any substantial diminution in his fulfillment of such duties and obligations. The foregoing agreements replaced prior agreements in force from June 2018 to November 2021, among the Company, Dr. Leatt and Innovate Services Limited, a Seychelles company, beneficially owned by Dr. Leatt, that wound up operations. The foregoing description of the Consulting Agreement and Side Letter Agreement is qualified in its entirety by reference to the Consulting Agreement and the Side Letter Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to the Form 10-K for the year ended December 31, 2023, and are incorporated by reference in this report. During the quarters ended March 31, 2024 and 2023, the Company recognized an aggregate of $136,442 and $133,114, respectively, in consulting fees to Innovation.
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Pursuant to a Premium Finance Agreement, dated October 26, 2023, between the Company and Aon Premium Finance, the Company is obligated to pay APF an aggregate sum of $1,520,667 in eleven payments of $132,515 at a 9.880% annual interest rate, commencing on November 1, 2023, and ending on September 1, 2024. Any late payment during the term of the agreement will be assessed a late penalty of 5% on the payment amount due, and in the event of default APF has the right to accelerate the payment due under the agreement. As of March 31, 2024, the Company as not defaulted on its payment obligations under this agreement.
On November 19, 2018, the Company entered into a $1,000,000 revolving line of credit agreement with a bank. Payments for the advances under the line bear interest at the LIBOR Daily Floating Rate plus 2.5 percentage points commencing January 1, 2019. The line of credit matured on November 19, 2020, at which time the unpaid principal, interest, or other charges outstanding under the agreement are due and payable. On November 5, 2020, the Company executed an amendment to the line of credit to extend the line of credit facility through November 19, 2021. The amendment took retroactive effect to October 27, 2020, and introduced an index floor so that payments for any future advances will bear interest at the greater of the LIBOR Daily Floating Rate or an Index Floor of 1.25 percentage points plus 2.5 percentage points. Obligations under the line of credit are secured by equipment and fixtures in the United States of America, accounts receivable and inventory of Leatt Corporation and Two-Eleven Distribution, LLC. On March 1, 2021, we executed a second amendment to the line of credit. The amendment took retroactive effect to February 17, 2021, extended the line of credit facility through February 28, 2022, and increased the revolving line of credit to $1,500,000. Effective January 21, 2022, the Company executed an amendment to the line of credit to extend the line of credit facility through February 29, 2023, and to replace interest determined by LIBOR Daily Floating Rate with the Bloomberg Short-Term Bank Yield Index rate. Effective January 20, 2023, the Company executed an amendment to the line of credit to extend the line of credit facility through February 29, 2024, which has subsequently been extended to March 1, 2025. As of March 31, 2024, there were no advances of the line of credit leaving $1,500,0000 of the line of credit available for advance.
On December 29, 2021, Two Eleven entered into a Loan and Security agreement with a bank, effective December 17, 2021, to finance equipment. The Equipment Note financed under the Loan and Security Agreement has a total value of $272,519, payable in 36 consecutive monthly installments commencing February 5, 2022, and continuing to January 5, 2025. Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of 3.5370% per annum. The principal and interest amount of each payment shall be $7,990. As of March 31, 2024, and December 31, 2023, respectively, $78,617 and $101,755 of the Equipment Note was outstanding.
On December 20, 2022, Two Eleven entered into a Loan and Security Agreement with a bank, effective December 1, 2022, to finance certain equipment owned by Two Eleven. The note issued under the agreement, the Equipment Note, has a total value of $58,075, payable by Two Eleven in 36 consecutive monthly installments, commencing on February 5, 2023, and continuing through to January 5, 2026. Interest will accrue on the entire principal amount of the Equipment Note outstanding from time to time at a fixed rate of 7.8581% per annum, and the principal and interest amount of each installments payment will be $1,816. As of March 31, 2024 and December 31, 2023, respectively, $37,096 and $41,755 of the Equipment Note was outstanding.
Critical Accounting Policies
Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, estimating allowances for doubtful accounts receivable, inventory valuation, impairment of long-lived assets, leases and accounting for income taxes.
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Revenue and Cost Recognition - The Company recognizes revenue in accordance with ASC 606 "Revenues from Contracts with Customers". As such the Company has and will continue to review its performance obligations in terms of material customer contractual arrangements in order to verify that revenue is recognized when performance obligations are satisfied on a periodic basis.
All manufacturing of Leatt products is performed by third party subcontractors that are predominately based in China.
The Company's products are sold worldwide to a global network of distributors and dealers, and directly to consumers when there are no dealers or distributors in their geographic area or where consumers choose to purchase directly via the Company's e-commerce website (collectively the "customers").
Revenues from product sales are recognized when earned, net of applicable provisions for discounts and returns and allowances in the event of product defect where no exchange of product is possible. Revenues are recognized when our performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Product royalty income, representing less than 1% of total revenues, is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.
Our standard distributor payment terms range from pre-payment in full to sixty (60) days after shipment and subsequent sales of our products by distributors have no effect on the amount and timing of payments due to us, however, in limited instances, qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk requirements. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.
Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the ultimate consumer when there is no dealer in the geographic area or the consumer chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer. The Company's standard terms and conditions of sale for non-consumer direct or web-based sales do not allow for product returns other than under warranty.
Sales totaling $31,671 and $31,671 were deferred as all the requirements to have a contract with the customer in accordance with ASC 606 had not been met as of March 31, 2024 and December 31, 2023, respectively. The shipped goods associated with these deferred sales are included in the caption deferred asset, net of an allowance for potential loss of $6,400 and $6,400 for March 31, 2024 and December 31, 2023, respectively.
International sales (other than in the United States and South Africa) are generally drop-shipped directly from our consolidation warehouse or third-party manufacturer to the international distributors. Revenue and related cost of revenue is recognized at the time of shipment from the manufacturer's port when the shipping terms are Free On Board ("FOB") shipping point, Cost and Freight ("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. Sales to all customers (distributors, dealers and consumers) are generally final; however, in limited instances, product may be returned and exchanged due to product quality issues. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.
The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at March 31, 2024 and 2023 were $0 and $0, respectively.
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Sales commissions are expensed when incurred, which is generally at the time of sale or cash received from customers, because the amortization period would have been one year or less. These costs are recorded in commissions and consulting expenses within operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).
Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfilment cost and are included in revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive income (loss).
Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
Allowance for Doubtful Accounts Receivable - Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors on an unsecured basis based on credit risk analysis procedures. We continuously monitor both credit reports and collections, communication and payments from customers and maintains an allowance for doubtful accounts receivable based upon the expected credit losses determined utilizing historical experience and any specific customer collection issues that have been identified. In determining the amount of the allowance, we are required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after we have used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within our expectations and the provisions established, macro-economic conditions and customer financial positions are fluid, and we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. The allowance for short-term doubtful accounts at March 31, 2024 and December 31, 2023, was $681,930 and $662,612, respectively. Additionally, an allowance for long-term doubtful accounts will be included for accounts receivables that are anticipated to be collected over a period that is greater than 12 months. The allowance for long-term doubtful accounts at March 31, 2024 and December 31, 2023 was $17,643 and $26,929, respectively.
Inventory Valuation - Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, we make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, we utilize historical experience as well as current market information. The reserve for obsolescence at March 31, 2024 and December 31, 2023 was $192,798 and $287,601, respectively.
Impairment of Long-Lived Assets - Our long-lived assets include property and equipment. We evaluate our long-lived assets for recoverability whenever events or changes in circumstances indicate that an asset may be impaired. In evaluating an asset for recoverability, we estimate the future cash flow expected to result from the use of the asset and eventual disposition. If the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. We have determined there were no impairment charges during the quarters ending March 31, 2024 and 2023.
Operating Leases - The Company determines if an arrangement is a lease at contract inception. Operating leases are included in the right-of-use assets ("ROU''), and lease liability obligations are included in the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset of the lease term and lease liability obligations represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. As the Company's leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.
Income Taxes - As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood of the Company generating sufficient taxable income in future years during the period over which the temporary differences reverse.
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Recent Accounting Pronouncements
See Note 2. "Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective dates of adoption, or expected adoption and effects on our consolidated financial position, results of operations and cash flows.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to its stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As of March 31, 2024, the Company's management, under the direction of its Chief Executive Officer and the Chief Financial Officer, Mr. Sean Macdonald, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer determined that the Company's disclosure controls and procedures were deemed to be effective.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting during the period ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
There are no material changes from the risk factors previously disclosed in Item 1A "Risk Factors" of our annual report on Form 10-K for the period ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
* Filed with this Form 10-Q for Leatt Corporation. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 13, 2024 |
LEATT CORPORATION |
| By: /s/ Sean Macdonald | |
| Sean Macdonald | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive, Financial and Accounting Officer) |
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EXHIBIT INDEX
* Filed with this Form 10-Q for Leatt Corporation. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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