Leatt Corp 10-Q for FY2021 Q2
Leatt Corp (LEAT)
About this 10-Q
Leatt Corp filed this 10-Q on August 12, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $14.3M
- up 106.0% from $6.94M a year earlier
- Net income
- $2.41M
- up 257.1% from net income of $674.51K a year earlier
- Diluted EPS
- $0.39
- up 225.0% from $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from _____________ to _____________
Commission File No.
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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(Registrant's telephone number, including area code)
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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 August 5, 2021 is as follows:
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LEATT CORPORATION
Quarterly Report on Form 10-Q
Six Months Ended June 30, 2021
TABLE OF CONTENTS
- i -
| ASSETS | ||||||
| June 30, 2021 | December 31, 2020 | |||||
| Unaudited | Audited | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Short-term investments | ||||||
| Accounts receivable, net | ||||||
| Inventory, net | ||||||
| Payments in advance | ||||||
| Income tax refunds receivable | ||||||
| Prepaid expenses and other current assets | ||||||
| Total current assets | ||||||
| Property and equipment, net | ||||||
| Operating lease right-of-use assets, net | ||||||
| Deferred tax asset, net | ||||||
| Other Assets | ||||||
| Deposits | ||||||
| Total Assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||
| Operating lease liabilities, current | ||||||
| Income taxes payable | ||||||
| Short term loan, net of finance charges | ||||||
| Total current liabilities | ||||||
| Deferred compensation | ||||||
| Operating lease liabilities, net of current portion | ||||||
| Commitments and contingencies | ||||||
| Stockholders' Equity | ||||||
| Preferred stock, $ authorized, |
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| Common stock, $ shares issued and outstanding |
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| 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.
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| Three Months Ended | Six Months Ended | |||||||||||
| June 30 | June 30 | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Unaudited | Unaudited | 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 (recovery) | ( |
) | ||||||||||
| General and administrative expenses | ||||||||||||
| Depreciation | ||||||||||||
| Total operating expenses | ||||||||||||
| Income from Operations | ||||||||||||
| Other Income (Expenses) | ||||||||||||
| Interest and other income (expenses), net | ( |
) | ( |
) | ( |
) | ||||||
| Total other income (expenses) | ( |
) | ( |
) | ( |
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| Income Before Income Taxes | ||||||||||||
| Income Taxes | ||||||||||||
| Net Income Available to Common Shareholders | $ | $ | $ | $ | ||||||||
| Net Income per Common Share | ||||||||||||
| Basic | $ | $ | $ | $ | ||||||||
| Diluted | $ | $ | $ | $ | ||||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| Comprehensive Income | ||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||
| Other comprehensive income, net of $ taxes in 2021 and 2020 |
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| Foreign currency translation | ( |
) | ||||||||||
| Total Comprehensive Income | $ | $ | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2021
| Accumulated | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Preferred Stock A | Common Stock | Additional | Comprehensive | Retained | ||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid - In Capital | Income (Loss) | Earnings | Total | |||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Compensation cost recognized in connection with stock options | - | - | - | - | - | - | ||||||||||||||||||
| Options exercised on a cashless basis | - | - | - | - | - | - | - | |||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
| 2021 | 2020 | |||||
| Cash flows from operating activities | ||||||
| Net income | $ | $ | ||||
| Adjustments to reconcile net income to net cash provided by (used in) | ||||||
| operating activities: | ||||||
| Depreciation | ||||||
| Stock-based compensation | ||||||
| Bad debts reserve | ||||||
| Inventory reserve | ( |
) | ||||
| (Gain) Loss on sale of property and equipment | ( |
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| (Increase) decrease in: | ||||||
| Accounts receivable | ||||||
| Inventory | ||||||
| Payments in advance | ( |
) | ( |
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| Prepaid expenses and other current assets | ( |
) | ( |
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| Income tax refunds receivable | ||||||
| Deposits | ( |
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| Increase (decrease) in: | ||||||
| Accounts payable and accrued expenses | ( |
) | ( |
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| Income taxes payable | ||||||
| Deferred compensation | ||||||
| Net cash provided by operating activities | ||||||
| Cash flows from investing activities | ||||||
| Capital expenditures | ( |
) | ( |
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| Proceeds from sale of property and equipment | ||||||
| Increase in short-term investments, net | ( |
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| Net cash used in investing activities | ( |
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| Cash flows from financing activities | ||||||
| Repayment of note payable to bank, net | ( |
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| Proceeds from Paycheck Protection Program loan | ||||||
| Repayments of short-term loan, net | ( |
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| Net cash used in financing activities | ( |
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| Effect of exchange rates on cash and cash equivalents | ( |
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| 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.
Note 1 - Basis of presentation
The consolidated balance sheet as of December 31, 2020 was audited and appears in the Form 10-K filed by the Company with the Securities and Exchange Commission on March 24, 2021. The consolidated balance sheet as of June 30, 2021 and the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020, changes in stockholders' equity for the six months ended June 30, 2021, cash flows for the six months ended June 30, 2021 and 2020, 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 June 30, 2021 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, 2020 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 four non-cancellable operating leases, three for office and warehousing space and one for office machinery, that expire in March 2022, April 2022, and June 2022. 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 June 30, 2021 and December 31, 2020:
| June 30, | December 31, | |||||
| 2021 | 2020 | |||||
| Assets | ||||||
| Operating lease ROU assets | $ | $ | ||||
| Liabilities | ||||||
| Operating lease liabilities, current | $ | $ | ||||
| Operating lease liabilities, net of current portion | ||||||
| Total operating lease liabilities | $ | $ |
During the six months ended June 30, 2021 and 2020 the Company recognized $
Generally, the Company's lease agreements do not specify an implicit rate. Therefore, the Company estimates the incremental borrowing rate, which is defined as the interest rate the Company would pay to borrow on a collateralized basis, considering such factors as length of lease term and the risks of the economic environment in which the leased asset operates. As of June 30, 2021, and December 31, 2020 the following disclosures for remaining lease term and incremental borrowing rates were applicable:
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Supplemental disclosure
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June 30,
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December 31,
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2021
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2020
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Weighted average remaining lease term
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Weighted average discount rate
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Maturities of lease liabilities as of June 30, 2021 were as follows:
| Year ended December 31, | Amounts under Operating Leases | ||||
| Remaining 2021 | |||||
| 2022 | |||||
| Total minimum lease payments | $ | ||||
| Less: amount representing interest | $ | ( |
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| Total operating lease liabilities | $ | ||||
Supplemental cash flow information for the six months ended June 30, 2021 and 2020 are as follows:
| Six Months | Six Months | ||||||
| Ended June | Ended June 30, | ||||||
| 30, 2021 | 2020 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||
| Right-of-use assets obtained in exchange for lease obligation | $ | $ | |||||
Note 4 - Note Payable to Bank
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 U.S. short-term loan is payable in monthly installments of $
The Company carries various short-term insurance policies in the U.S. The Company finances payment of its short-term insurance premiums over the period of coverage, which is generally twelve months. The short-term loan is payable in twelve payments of $
Note 6 - 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 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
Our standard distributor payment terms range from pre-payment in full to 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, we utilize historical experience, sales performance, and credit risk requirements. Furthermore, products purchased by distributors may not be returned to us 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.
International sales (other than in the United States and South Africa) are generally drop-shipped directly from 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 material 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:
| Six months ended June 30, | |||||||||||||
| 2021 | % of Revenues | 2020 | % 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 June 30, 2021 and December 31, 2020 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 historical experience and any specific customer collection issues that have been identified. The allowance of doubtful accounts 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 expense in the accompanying consolidated statements of operations and comprehensive income.
Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are included in revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive income.
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 7 - 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
The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of June 30, 2021, the Company has no unrecognized tax benefits.
Note 8 - Net Income Per Share of Common Stock
Note 9 - Common Stock
In May 2021, the Company issued
Stock-based compensation expense related to vested stock options during the six months ended June 30, 2021 was $
Note 10 - Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements - In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): "Simplifying the Accounting for Income Taxes", which is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance to improve consistent application. This standard is effective in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new standard effective January 1, 2021, and it did not have a material impact on the Company's consolidated financial statements.
Accounting Pronouncements Not Yet Adopted - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): "Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which adds implementation guidance to ASU 2020-04 to clarify certain optional expedients in Topic 848. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and may generally be applied prospectively through December 31, 2022. The Company is evaluating the impact that adoption of this standard would have on the Company's consolidated financial statements.
Note 11 - 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 12 - Risks and Uncertainties
Note 13 - Subsequent Events
The Company has evaluated all subsequent events through the date the financial statements were released.
Two Eleven has entered into a new non-cancellable operating lease, to lease warehouse and office space in Reno, Nevada on December 14, 2020. The lease commenced on August 2, 2021, as defined in the Lease Agreement, and the term will continue for a period of
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 our latest annual report on Form 10-K filed with the SEC. 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 market;
• our expectation regarding increasing demand for protective equipment used in the motor sports 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 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 Three Eleven;
• "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;
• "Three Eleven" are to Three Eleven Distribution (Pty) Limited, a South African 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 = 14.3121, for its June 30, 2021 balance sheet.
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 neck braces 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 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 new body protection products which it markets under the Leatt Protection Range 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 3 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. For the US market our motorcycle helmets comply with the DOT (FMVSS 218) helmet safety standard and our bicycle helmet complies with EN1078, as well as CPSC 1203. Our downhill specific bicycle helmets also comply with ASTM F1952. For our Australian Market our bicycle helmet complies with AS/NZS 2063. For the UK market our motorcycle helmets comply with ACU Gold and our GPX 3.5 helmet with JIS T 8133 for the Japanese Market. We are currently in the process of applying to certify our Moto 3.5 helmet and latest helmet model, Moto 7.5, to the CCC standard in China and the NBR 7471 standard in Brazil.
Our products are predominately manufactured in China under outsource manufacturing arrangements with third-party manufacturers located there subject to agreed standard terms. 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 55 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 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, and we may face challenges if economic conditions do not improve. These economic conditions may impact levels of consumer spending in the foreseeable future. If demand for our products fluctuates as a result of these economic conditions or otherwise, our revenue and gross margin could be harmed.
• 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 product 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 June 30, 2021, 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 61% of our sales is 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. As the COVID-19 pandemic continues to evolve, we believe the extent of the impact to our operations will be primarily driven by the severity and duration of the pandemic, the pandemic's impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Due to strong consumer demand for outdoor product categories, we did not see any significant material negative impact of COVID-19 on the Company's results of operations for the quarter ended June 30, 2021. We remain cautiously optimistic that ongoing efforts to increase the availability of new COVID-19 vaccines worldwide will mitigate the spread of the virus throughout Europe and the U.S. (our largest markets) and bring about an end to global quarantines. The continued mutation and spread of the virus, 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 periods and beyond.
- Rising Freight Shipping and Logistics Costs - The economic disruption resulting from the COVID-19 pandemic has had an adverse impact on the global freight shipping industry and on the cost of shipping our products to our global network of distributors, dealers and customers, or their import agents, from warehouses in China. Over the past year, the strong rise in demand for Chinese exports has outpaced the availability of containers in Asia, creating a container shortage and huge backlogs in many freight markets around the world, including the US, the Middle East, and East Asia. These container shortages at Asian ports have exacerbated supply bottlenecks and further increased shipping costs, by up to 400% in some regions, as companies in Asia are reported to be paying premium rates to get containers back. Further compounding matters is the shortage of dockworkers and truck drivers available to load and unload containers at ports in Europe and the United States and to move them to other locations, resulting in congested ports. We are working closely with our supply chain management in Asia, our logistics service providers, and our freight forwarders, to streamline our global shipping and logistics processes, to mitigate any disruption to our operations. Continued disruption and pricing volatility in the global shipping and logistics industry could have a negative impact on our results of operations for the coming periods and beyond.
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- and six-month periods ended June 30, 2021 and 2020 included herein.
Comparison of Three Months Ended June 30, 2021 and 2020
The following table summarizes the results of our operations during the three-month periods ended June 30, 2021 and 2020 and provides information regarding the dollar and percentage increase or (decrease) in such periods:
| Three Months Ended June 30, | Percentage | |||||||||||
| 2021 | 2020 | $ Increase | Increase | |||||||||
| Item | (Decrease) | (Decrease) | ||||||||||
| REVENUES | $ | 14,300,559 | $ | 6,943,130 | $ | 7,357,429 | 106% | |||||
| COST OF REVENUES | 8,107,020 | 3,688,623 | $ | 4,418,397 | 120% | |||||||
| GROSS PROFIT | 6,193,539 | 3,254,507 | $ | 2,939,032 | 90% | |||||||
| PRODUCT ROYALTY INCOME | 58,479 | 3,182 | $ | 55,297 | 1738% | |||||||
| OPERATING EXPENSES | ||||||||||||
| Salaries and Wages | 912,811 | 622,846 | $ | 289,965 | 47% | |||||||
| Commissions and Consulting | 215,986 | 103,906 | $ | 112,080 | 108% | |||||||
| Professional Fees | 123,501 | 213,318 | $ | (89,817 | ) | -42% | ||||||
| Advertising and Marketing | 518,153 | 357,028 | $ | 161,125 | 45% | |||||||
| Office Lease and Expenses | 87,200 | 72,386 | $ | 14,814 | 20% | |||||||
| Research and Development Costs | 445,156 | 336,608 | $ | 108,548 | 32% | |||||||
| Bad Debt Expense (Recovery) | (51,732 | ) | 41,900 | $ | (93,632 | ) | -223% | |||||
| General and Administrative | 609,760 | 410,128 | $ | 199,632 | 49% | |||||||
| Depreciation | 242,401 | 190,749 | $ | 51,652 | 27% | |||||||
| Total Operating Expenses | 3,103,236 | 2,348,869 | $ | 754,367 | 32% | |||||||
| INCOME FROM OPERATIONS | 3,148,782 | 908,820 | $ | 2,239,962 | 246% | |||||||
| Other Income (Expenses) | 3,948 | (9,477 | ) | $ | 13,425 | 142% | ||||||
| INCOME BEFORE INCOME TAXES | 3,152,730 | 899,343 | $ | 2,253,387 | 251% | |||||||
| Income Taxes | 744,082 | 224,836 | $ | 519,246 | 231% | |||||||
| NET INCOME | $ | 2,408,648 | $ | 674,507 | $ | 1,734,141 | 257% | |||||
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 quarter ended June 30, 2021 were $14.30 million, a 106% increase, compared to $6.94 million for the quarter ended June 30, 2020. Revenues associated with international customers were $9.58 million and $3.44 million, or 67% and 50% of revenues, respectively, for the quarters ended June 30, 2021 and 2020. This increase in global revenues is primarily attributable to a $4.43 million increase in body armor sales, a $1.95 million increase in sales of other products, parts and accessories and a $0.49 million increase in helmet sales and a $0.49 million increase in neck brace sales.
The following table sets forth our revenues by product line for the three months ended June 30, 2021 and 2020:
| Three months ended June 30, | ||||||||||||
| 2021 | % of Revenues | 2020 | % of Revenues | |||||||||
| Neck braces | $ | 1,578,424 | 11% | $ | 1,084,715 | 15% | ||||||
| Body armor | 8,568,017 | 60% | 4,140,175 | 60% | ||||||||
| Helmets | 1,025,318 | 7% | 536,403 | 8% | ||||||||
| Other products, parts and accessories | 3,128,800 | 22% | 1,181,837 | 17% | ||||||||
| $ | 14,300,559 | 100% | $ | 6,943,130 | 100% | |||||||
Sales of our flagship neck brace accounted for $1.58 million and $1.08 million, or 11% and 15% of our revenues for the quarters ended June 30, 2021 and 2020, respectively. The 46% increase in neck brace revenues during the 2021 second quarter is primarily attributable to a 47% increase in the volume of neck braces sold to our customers worldwide during the period as global consumer demand for neck braces continues to increase.
Our helmets accounted for $1.03 million and $0.54 million or 7% and 8% of our revenues for the quarters ended June 30, 2021 and 2020, respectively. The 91% increase in helmet sales during the 2021 second quarter is primarily due to a 64% increase in the volume of helmets sold globally during the 2021 period.
Our other products, parts and accessories are comprised of goggles, hydration 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 accessories sales accounted for $3.13 million and $1.18 million, or 22% and 17% of our revenues for the quarters ended June 30, 2021 and 2020, respectively. The 165% increase in revenues from the sale of other products, parts and accessories during the 2021 second quarter is primarily due to a 504% increase in the volume of riding apparel designed for both off-road motorcycle and mountain biking use sold during the 2021 period and continued, consistent consumer demand for our innovative Velocity line of military tested bulletproof goggles.
Cost of Revenues and Gross Profit - Cost of revenues for the quarters ended June 30, 2021 and 2020 were $8.11 million and $3.69 million, respectively. Gross Profit for the quarters ended June 30, 2021 and 2020 were $6.19 and $3.25 million, respectively, or 43% and 47% of revenues respectively. Our neck brace products continue to generate a higher gross margin than our other product categories. Neck brace revenues accounted for 11% and 15% of our revenues for the quarters ended June 30, 2021 and 2020, respectively.
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 June 30, 2021 and 2020 were $58,479 and $3,182, respectively. The 1738% increase in product royalty income is due to an increase in the sale of licensed products by licensees in the 2021 period.
Salaries and Wages - Salaries and wages for the quarters ended June 30, 2021 and 2020 were $912,811 and $622,846, respectively. This 47% increase in salaries and wages during the 2021 period was primarily due to the employment of additional sales and marketing professionals in North America during the 2021 period and the temporary staff cost reduction measures implemented by the Company globally during the second quarter of 2020, in an effort to partially mitigate the potential effects of the COVID-19 pandemic.
Commissions and Consulting Expense - During the quarters ended June 30, 2021 and 2020, commissions and consulting expenses were $215,986 and $103,906, respectively. This 108% increase in commissions and consulting expenses is primarily due to an increase in commissions and performance incentives paid to both Company-employed and external sales personnel in the United States as a result of the achievement of exceptional sales growth in the region during the 2021 period.
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 June 30, 2021 and 2020 were $123,501 and $213,318, respectively. This 42% decrease in professional fees is primarily due to a decrease in spending on product liability litigation during the 2021 period.
Advertising and Marketing - The Company places paid advertising in various motorsport magazines and online media, and sponsors a number of events, teams and individuals to increase product and brand visibility. Advertising and marketing expenses for the quarters ended June 30, 2021 and 2020 were $518,153 and $357,028, respectively. The 45% increase in advertising and marketing expenditures during the 2021 period is primarily due to an increase in costs incurred in the production and implementation of global marketing campaigns that incorporate athlete sponsorship, coordinated paid media advertising that include digital, print, and social engagement activities, and customer product launch and sales meetings. This increase in costs was further compounded by the decrease in race support and contingency sponsorship costs incurred during the 2020 period, as a result of the cancellation of various race series globally to curb the spread of the COVID-19 pandemic.
Office Lease and Expenses - Office lease and expenses for the quarters ended June 30, 2021 and 2020 were $87,200 and $72,386, respectively. The 20% increase in office lease and expenses during the 2021 period was primarily due to an increase in warehouse lease expenditure in the United States in line with additional storage required as the Company continues to rapidly expand its assortment of exceptional protective gear.
Bad Debt Expense (Recovery) - Bad debt expense (recovery) for the quarters ended June 30, 2021 and 2020 were ($51,732) and $41,900, respectively. This decrease in bad debt expense (recovery) is primarily the result of a decrease in the provision for doubtful accounts during the 2021 period, in line with a decrease in the accounts receivable balances at Two Eleven Distribution in the United States at June 30, 2021, when compared to March 31, 2021.
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 June 30, 2021 and 2020 were $609,760 and $410,128, respectively. The 49% increase in general and administrative expenses is primarily due to an increase in product liability insurance premiums during the 2021 period and a significant decrease in travel expenditures incurred during the 2020 period, as a result of the worldwide travel restrictions imposed to curtail the spread of the COVID-19 pandemic.
Depreciation Expense - Depreciation Expense for the quarters ended June 30, 2021 and 2020 were $242,401 and $190,749, respectively. This 27%% increase in depreciation during the 2021 second quarter is primarily due to the addition of molds and tooling utilized in the production of the Company's growing product range.
Total Operating Expenses - Total operating expenses increased by $754,367 to $3.10 million in the three months ended June 30, 2021, or 32%, compared to $2.35 million in the 2020 period. This increase is primarily due to an increase in salaries and wages, advertising and marketing expenditure, general and administrative costs and research and development expenses, that were partially offset by a decrease in professional fees incurred during the 2021 period.
Net Income - The net income after income taxes for the quarter ended June 30, 2021 was $2.41 million, as opposed to a net income of $674,507 for the quarter ended June 30, 2020. This increase in net income is primarily due to the increase in sales revenues and gross profit discussed above.
Comparison of Six Months Ended June 30, 2021 and 2020
The following table summarizes the results of our operations during the six-month periods ended June 30, 2021 and 2020 and provides information regarding the dollar and percentage increase or (decrease) in such periods:
| Six Months Ended June 30, | Percentage | |||||||||||
| 2021 | 2020 | $ Increase | Increase | |||||||||
| Item | (Decrease) | (Decrease) | ||||||||||
| REVENUES | $ | 27,197,034 | $ | 14,485,004 | $ | 12,712,030 | 88% | |||||
| COST OF REVENUES | 14,951,541 | 7,707,044 | $ | 7,244,497 | 94% | |||||||
| GROSS PROFIT | 12,245,493 | 6,777,960 | $ | 5,467,533 | 81% | |||||||
| PRODUCT ROYALTY INCOME | 83,289 | 4,659 | $ | 78,630 | 1688% | |||||||
| OPERATING EXPENSES | ||||||||||||
| Salaries and Wages | 1,837,348 | 1,467,452 | $ | 369,896 | 25% | |||||||
| Commissions and Consulting | 436,648 | 187,342 | $ | 249,306 | 133% | |||||||
| Professional Fees | 461,256 | 534,905 | $ | (73,649 | ) | -14% | ||||||
| Advertising and Marketing | 1,035,733 | 981,231 | $ | 54,502 | 6% | |||||||
| Office Lease and Expenses | 174,573 | 146,200 | $ | 28,373 | 19% | |||||||
| Research and Development Costs | 850,261 | 724,812 | $ | 125,449 | 17% | |||||||
| Bad Debt Expense | 14,093 | 26,920 | $ | (12,827 | ) | -48% | ||||||
| General and Administrative | 1,138,359 | 930,243 | $ | 208,116 | 22% | |||||||
| Depreciation | 478,936 | 382,801 | $ | 96,135 | 25% | |||||||
| Total Operating Expenses | 6,427,207 | 5,381,906 | $ | 1,045,301 | 19% | |||||||
| INCOME FROM OPERATIONS | 5,901,575 | 1,400,713 | $ | 4,500,862 | 321% | |||||||
| Other Expenses | (59 | ) | (18,106 | ) | $ | 18,047 | 100% | |||||
| INCOME BEFORE INCOME TAXES | 5,901,516 | 1,382,607 | $ | 4,518,909 | 327% | |||||||
| Income Taxes | 1,432,030 | 345,652 | $ | 1,086,378 | 314% | |||||||
| NET INCOME | $ | 4,469,486 | $ | 1,036,955 | $ | 3,432,531 | 331% | |||||
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 internationally. Revenues for the six months ended June 30, 2021 were $27.20 million, a 88% increase, compared to $14.49 million for the six months ended June 30, 2020. Revenues generated from sales to our customers in the United States increased from $5.46 million to $10.48 million, for the six months ended June 30, 2021 and 2020, respectively. Revenues associated with international customers were $16.71 million and $9.02 million, or 61% and 62% of revenues, respectively, for the six months ended June 30, 2021 and 2020. This increase in global revenues during the 2021 period is attributable to a $7.69 million increase in body armor sales, a $2.60 million increase in sales of other products, parts and accessories, a $1.29 million increase in helmet sales and a $1.12 million increase in neck brace sales.
The following table sets forth our revenues by product line for the six months ended June 30, 2021 and 2020:
| Six months ended June 30, | ||||||||||||
| 2021 | % of Revenues | 2020 | % of Revenues | |||||||||
| Neck braces | $ | 3,515,690 | 13% | $ | 2,393,958 | 16% | ||||||
| Body armor | 15,944,753 | 59% | 8,251,852 | 57% | ||||||||
| Helmets | 2,566,213 | 9% | 1,272,129 | 9% | ||||||||
| Other products, parts and accessories | 5,170,378 | 19% | 2,567,065 | 18% | ||||||||
| $ | 27,197,034 | 100% | $ | 14,485,004 | 100% | |||||||
Sales of our flagship neck brace accounted for $3.52 million and $2.39 million, or 13% and 16% of our revenues for the six-month periods ended June 30, 2021 and 2020, respectively. The 47% increase in neck brace revenues is primarily attributable to a 28% increase in the volume neck braces sold to our customers globally during the six months ended June 30, 2021.
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 $15.94 million and $8.25 million, or 59% and 57% of our revenues for the six-month period ended June 30, 2021 and 2020, respectively. The 93% increase in body armor revenues was primarily the result of a 75% increase in the volume of body protectors sold during the period due to remarkable worldwide demand for our exceptional line of premium, athlete tested upper body and limb protectors designed for both off-road motorcycle and mountain biking use and continued exceptional shipments of our highly anticipated and growing footwear category, consisting of off-road motorcycle boots and mountain bike shoes.
Our Helmets accounted for $2.57 million and $1.27 million, or 9% and 9% of our revenues for the six-month periods ended June 30, 2021 and 2020, respectively. The 102% increase in helmet sales during the 2021 period is primarily due to a 106% increase in the volume of helmets sold during the 2021 period.
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 accessories sales accounted for $5.17 million and $2.57 million, or 19% and 18% of our revenues for the six-month periods ended June 30, 2021 and 2020, respectively. The 101% increase in revenues from the sale of other products, parts and accessories is primarily due to a 266% increase in the volume of riding apparel designed for both off-road motorcycle and mountain biking use sold during the 2021 period as demand four our cutting edge apparel continues to grow globally.
Cost of Revenues and Gross Profit - Cost of revenues for the six-month periods ended June 30, 2021 and 2020 were $14.95 million and $7.71 million, respectively. Gross Profit for the six-month periods ended June 30, 2021 and 2020 were $12.24 and $6.78 million, respectively, or 45% and 47% of revenues respectively. Our neck brace products continue to generate a higher gross margin than our other product categories. Neck brace revenues accounted for 11% and 15% of our revenues for the six-month periods ended June 30, 2021 and 2020, respectively.
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 six-month periods ended June 30, 2021 and 2020 were $83,289 and $4,659, respectively. The increase in product royalty income is due to an increase in the sale of licensed products by licensees in the 2021 period.
Salaries and Wages - Salaries and wages for the six-month periods ended June 30, 2021 and 2020 were $1,837,348 and $1,467,452, respectively. The 25% increase in salaries and wages during the 2021 period was primarily due to the employment of additional sales and marketing professionals in North and South America during the 2021 period and the temporary staff cost reduction measures implemented by the Company globally during the second quarter of 2020, in an effort to partially mitigate the potential effects of the COVID-19 pandemic.
Commissions and Consulting Expense - During the six-month periods ended June 30, 2021 and 2020, commissions and consulting expenses were $436,648 and $187,342. This133% increase in commissions and consulting expenses during the 2021 period is primarily due to an increase in commissions and performance incentives paid to both Company employed and external sales personnel in the United States as a result of the achievement of exceptional sales growth in the region during the 2021 period.
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 six-month periods ended June 30, 2021 and 2020 were $461,256 and $534,905, respectively. This 14% decrease in professional fees is primarily due to a decrease in expenditure on product liability litigation during the 2021 period.
Advertising and Marketing - The Company places paid advertising in various motorsport magazines and online media, and sponsors a number of events, teams and individuals to increase product and brand visibility. Advertising and marketing expenses for the six-months ended June 30, 2021 and 2020 were $1,035,733 and $981,231, respectively. The 6% increase in advertising and marketing expenditures during the 2021 period is primarily due to an increase in costs associated with the production and implementation of global marketing campaigns that incorporate athlete sponsorship, coordinated paid media advertising that include digital, print and social engagement activities that were partially offset by a decrease in costs associated with traditional face-to-face sales and marketing conferences that were impractical and replaced with online digital meetings as a result of the of travel restrictions imposed to curtail the further spread of the COVID-19 pandemic.
Office Lease and Expenses - Office lease and expenses for the six-month periods ended June 30, 2021 and 2020 were $174,573 and $146,200, respectively. The 19% increase in office lease and expenses during the 2021 period was primarily due to an increase in warehouse lease expenditures in the United States in line with additional storage space required to accommodate the Company's rapidly growing assortment of exceptional protective gear.
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 six-month periods ended June 30, 2021 and 2020, increased to $850,261, from $724,812, during the same 2020 period. The 17% increase in research and development costs during the 2021 period is due to increased development costs as the Company continues to expand its product offering with exceptional protective gear across multiple product categories and continues to develop a pipeline of innovative products that appeal to a wider riding audience. This increase in costs during the 2021 period also reflects a restoration of personnel costs that had been temporarily reduced during the 2020 second quarter, as part of cost-reduction measures implemented by the Company globally as part of its efforts to mitigate the potential financial impact of the COVID-19 pandemic.
Bad Debt Expense - Bad debt expense for the six-month periods ended June 30, 2021 and 2020 were $14,093 and $26,920, respectively. This 48% decrease in bad debt expense during the 2021 period is primarily the result of a decrease in the provision for doubtful accounts in line with a decrease in the accounts receivable balances at Two Eleven Distributors in the United States at June 30, 2021, when compared to December 31, 2020.
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 six-month periods ended June 30, 2021 and 2020 were $1,138,359 and $930,243, respectively. The 22% increase in general and administrative expenses during the 2021 period is primarily as a result of an increase in expenditure on product liability insurance premiums during the 2021 period and a decrease in travel expenditures incurred as a result of the worldwide travel restrictions imposed to curtail the spread of the COVID-19 pandemic during the 2020 period.
Depreciation Expense - Depreciation Expense for the six-month periods ended June 30, 2021 and 2020 were $478,936 and $382,801, respectively. This 25% increase in depreciation during the 2021 period is primarily due to the addition of molds and tooling utilized in the production of the Company's widening product range.
Total Operating Expenses - Total operating expenses increased by $1.05 million to $6.43 million in the six-month period ended June 30, 2021, or 19%, compared to $5.38 million in the 2020 period. This increase in total operating expenses during the 2021 period is primarily due to an increase in salaries and wages, commissions and consulting costs, general and administrative costs and research and development expenses that were partially offset by a decrease in professional fees incurred during the 2021 period.
Net Income - Net income after income taxes for the six-month period ended June 30, 2021 was $4.47 million, as opposed to net income after income taxes of $1.04 million for the six-month period ended June 30, 2020. This increase in net income during the 2021 period is primarily due to the increase in revenue and gross profit discussed above.
Liquidity and Capital Resources
At June 30, 2021, we had cash and cash equivalents of $3.75 million and $0.06 million of short-term investments. The following table sets forth a summary of our cash flows for the periods indicated:
| June 30 | ||||||
| 2021 | 2020 | |||||
| Net cash provided by operating activities | $ | 1,270,276 | $ | 1,185,156 | ||
| Net cash used in investing activities | $ | (191,445 | ) | $ | (107,231 | ) |
| Net cash used in financing activities | $ | (317,720 | ) | $ | (342,850 | ) |
| Effect of exchange rate changes on cash and cash equivalents | $ | 20,427 | $ | (180,501 | ) | |
| Net increase in cash and cash equivalents | $ | 781,538 | $ | 554,574 | ||
| Cash and cash equivalents at the beginning of period | $ | 2,967,042 | $ | 2,072,864 | ||
| Cash and cash equivalents at the end of period | $ | 3,748,580 | $ | 2,627,438 | ||
Cash increased by $781,538, or 26%, for the six months ended June 30, 2021, when compared to cash on hand at December 31, 2020. The primary sources of cash for the six months ended June 30, 2021, were net income of $4,469,486, a decrease in inventory of $3,478,553 and a decrease in accounts receivable of $2,077,870. The primary uses of cash for the six months ended June 30, 2021 were decreased accounts payables of $5,377,741 and an increase in prepaid expenses and other current assets of $3,989,785.
The Company is currently meeting its working capital needs through cash on hand 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 expenditures 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 quarters ended June 30, 2021 and 2020, the Company paid an aggregate of $79,590 and $61,215, 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 June 30, 2021 and 2020, the Company paid an aggregate of $19,898 and $15,285, in licensing fees to Mr. De Villiers.
On July 8, 2015, the Company entered into a consulting agreement with Innovate Services Limited, or Innovate, a Seychelles limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the Consulting Agreement, as amended, Innovate has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee of $38,062; provided that Dr. Leatt personally performs the services to be performed by Innovate under the Agreement, pursuant to a separate employment agreement between Innovate and Dr. Leatt. 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 Consulting Agreement was effective as of May 15, 2015 and will continue unless terminated by either party in accordance with its terms. Either party has the right to terminate the Consulting Agreement upon six months' prior written notice, except that the Consulting Agreement may be terminated immediately without notice if the services to be performed under the Consulting Agreement cease to be performed by Dr. Leatt, or for any other material breach of the Agreement. The parties have agreed to settle any dispute under the Consulting Agreement through arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and that the resulting arbitration award will be final and binding on both parties and will not be subject to any appeal. Effective January 1, 2019, the Company and Innovate amended the Consulting Agreement to increase the monthly fee payable to Innovate under the agreement to $40,435, in accordance with the parties' prior agreement that Innovate may increase its monthly fees by no greater than the lesser of: (a) two and one-half percent (2.5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). Accordingly, effective January 1, 2021, the Company's monthly fee to Innovate, increased to $42,233. During the quarters ended June 30, 2021 and 2020, the Company paid an aggregate of $126,699 and $103,615, respectively, in consulting fees to Innovate.
Pursuant to a Premium Finance Agreement, dated June 14, 2021, between the Company and AFCO, the Company is obligated to pay AFCO an aggregate sum of $238,696 in twelve payments of $20,290, at a 4.350% annual interest rate, commencing on June 1, 2021 and ending on April 1, 2022. Any late payment during the term of the agreement will be assessed a late penalty of 5% of the payment amount due, and in the event of default AFCO has the right to accelerate the payment due under the agreement. As of June 30, 2021, the Company had not defaulted on its payment obligations under this agreement.
The Company entered into a Premium Finance Agreement with AFCO Acceptance Corporation "AFCO" dated October 27, 2020, to finance its U.S short-term insurance over the period of coverage. The Company is obligated to pay AFCO an aggregate sum of $926,110 in eleven payments of $84,192, at an annual interest rate of 4.950% commencing on November 1, 2020 and ending on September 1, 2021. Any late payment during the term of the agreement will be assessed a late penalty of 5% of the payment amount due, and in the event of default AFCO has the right to accelerate the payment due under the agreement. As of June 30, 2021, the Company had 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. As of June 30, 2021, there were no advances of the line of credit leaving $1,500,000 of the line of credit available for advance.
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.
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 distributor payment terms range from pre-payment in full to 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. Furthermore, products purchased by distributors may not be returned to us 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.
International sales (other than in the United States and South Africa) are generally drop-shipped directly from 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.
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 June 30, 2021 and 2020 were $0 and $0, respectively.
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 expense in the accompanying consolidated statements of operations and comprehensive income.
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.
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 substantially all distributors on an unsecured basis. We continuously monitor collections and payments from customers and maintain an allowance for doubtful accounts receivable based upon 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, 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 doubtful accounts at June 30, 2021 was $113,648 and at December 31, 2020 was $101,885.
Inventory Valuation - Inventory is stated at the lower of cost or market. 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 June 30, 2021 was $156,586 and at December 31, 2020 was $116,591.
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 ended June 30, 2021 and 2020.
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.
Recent Accounting Pronouncements
See Note 10, "Recent Accounting Pronouncements" in the Notes to 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.
Not Applicable.
Disclosure Controls and Procedures
As of June 30, 2021, 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 June 30, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we may become involved in various lawsuits and legal proceedings in the ordinary course of our business. Other than as set forth below, 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.
• On April 3, 2018, a wrongful death lawsuit was filed against the Company in Superior Court of California, County of Imperial. The claims being asserted against the defendant is strict liability, negligence, failure to warn, and breach of implied and express warranties. The hearing date has been vacated and has not been rescheduled to-date. The Company believes that the lawsuit is without merit and intends to vigorously defend itself.
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, 2020.
None.
None.
None.
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.
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.
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: August 12, 2021 | LEATT CORPORATION |
By: /s/ Sean Macdonald | |
Sean Macdonald | |
Chief Executive Officer and Chief Financial Officer | |
(Principal Executive, Financial and Accounting Officer) |
EXHIBIT INDEX
Exhibit | Description |
No. | |
101* | Interactive data files pursuant to Rule 405 of Regulation S-T |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* 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.