UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 10−Q


10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31,June 30, 2021

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to _____________ to _____________

Commission File No. 000-54693

LEATT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

20-2819367

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

organization)

12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road,

Durbanville, Western Cape, South Africa, 7441


(Address of principal executive offices)


+(27) 21-557-7257

(Registrant's telephone number, including area code)

__________________________________________________________________

(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.
Yes [X] No [_]

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).
Yes [X] No [_]

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 [_] Non-accelerated filer [_] Smaller reporting company [X] Emerging growth company [X]

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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [_] No [X]

The number of shares outstanding of each of the issuer's classes of common stock, as of May 10,August 5, 2021 is as follows:

Class of Securities

Shares Outstanding

Common Stock, $0.001 par value

5,430,3745,442,774



LEATTCORPORATION

Quarterly Report on Form 10-Q

ThreeSix Months Ended March 31,June 30, 2021

TABLE OF CONTENTS

PART IFINANCIAL INFORMATION1
   
ITEM 1.FINANCIAL STATEMENTS.2
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.11
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.2024
ITEM 4.CONTROLS AND PROCEDURES.2024
PART IIOTHER INFORMATION25
PART IIITEM 1.OTHER INFORMATIONLEGAL PROCEEDINGS.2025
ITEM 1A.RISK FACTORS.25
ITEM 1.LEGAL PROCEEDINGS.20
ITEM 1A.RISK FACTORS.21
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.2125
ITEM 3.DEFAULTS UPON SENIOR SECURITIES.2125
ITEM 4.MINE SAFETY DISCLOSURES.2125
ITEM 5.OTHER INFORMATION.2125
ITEM 6.EXHIBITS.2125

- i -



PART I
FINANCIAL INFORMATION
1

LEATT CORPORATION

CONSOLIDATED FINANCIAL STATEMENT AND NOTES


LEATT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS 
       
  March 31, 2021  December 31, 2020 
  Unaudited  Audited 
Current Assets      
  Cash and cash equivalents$3,785,924 $2,967,042 
  Short-term investments 58,258  58,257 
  Accounts receivable, net 4,160,676  7,173,829 
  Inventory, net 9,929,554  9,670,036 
  Payments in advance 722,930  805,098 
  Income tax refunds receivable -  2,964 
  Prepaid expenses and other current assets 4,047,264  2,109,190 
    Total current assets 22,704,606  22,786,416 
       
Property and equipment, net  2,839,429  3,052,276 
Operating lease right-of-use assets, net 245,185  285,932 
Deferred tax asset, net 78,700  78,700 
       
Other Assets      
  Deposits 33,574  33,699 
       
Total Assets$25,901,494 $26,237,023 
       
LIABILITIES AND STOCKHOLDERS' EQUITY 
       
Current Liabilities      
   Accounts payable and accrued expenses$5,707,207 $8,008,925 
   Operating lease liabilities, current 212,869  207,824 
   Income taxes payable 1,791,397  1,654,200 
   Short term loan, net of finance charges 439,834  677,601 
      Total current liabilities 8,151,307  10,548,550 
       
Deferred compensation 260,000  240,000 
Operating lease liabilities, net of current portion 32,316  78,108 
       
Commitments and contingencies      
       
Stockholders' Equity      
   Preferred stock, $.001 par value, 1,120,000 shares      
     authorized, 120,000 shares issued and outstanding 3,000  3,000 
   Common stock, $.001 par value, 28,000,000 shares      
     authorized, 5,430,374 shares issued      
      and outstanding 130,111  130,111 
   Additional paid - in capital 8,393,178  8,338,158 
   Accumulated other comprehensive loss (591,052) (562,700)
   Retained earnings 9,522,634  7,461,796 
      Total stockholders' equity 17,457,871  15,370,365 
       
Total Liabilities and Stockholders' Equity$25,901,494 $26,237,023 
ASSETS 
       
  June 30, 2021  December 31, 2020 
  Unaudited  Audited 
Current Assets      
  Cash and cash equivalents$3,748,580 $2,967,042 
  Short-term investments 58,259  58,257 
  Accounts receivable, net 5,084,196  7,173,829 
  Inventory, net 6,151,488  9,670,036 
  Payments in advance 1,202,796  805,098 
  Income tax refunds receivable 0  2,964 
  Prepaid expenses and other current assets 6,098,975  2,109,190 
   Total current assets 22,344,294  22,786,416 
       
Property and equipment, net 2,771,130  3,052,276 
Operating lease right-of-use assets, net 193,583  285,932 
Deferred tax asset, net 78,700  78,700 
       
Other Assets      
  Deposits 33,932  33,699 
       
Total Assets$25,421,639 $26,237,023 
       
LIABILITIES AND STOCKHOLDERS' EQUITY 
       
Current Liabilities      
  Accounts payable and accrued expenses$2,631,184 $8,008,925 
  Operating lease liabilities, current 193,583  207,824 
  Income taxes payable 2,029,579  1,654,200 
  Short term loan, net of finance charges 359,881  677,601 
    Total current liabilities 5,214,227  10,548,550 
       
Deferred compensation 280,000  240,000 
Operating lease liabilities, net of current portion 0  78,108 
       
Commitments and contingencies 0  0 
       
Stockholders' Equity      
  Preferred stock, $.001 par value, 1,120,000 shares
    authorized, 120,000 shares issued and outstanding
 3,000  3,000 
  Common stock, $.001 par value, 28,000,000 shares authorized, 5,442,774
     shares issued and outstanding
 130,111  130,111 
  Additional paid - in capital 8,393,178  8,338,158 
  Accumulated other comprehensive loss (530,159) (562,700)
  Retained earnings 11,931,282  7,461,796 
    Total stockholders' equity 19,927,412  15,370,365 
       
Total Liabilities and Stockholders' Equity$25,421,639 $26,237,023 

The accompanying notes are an integral part of these consolidated financial statements.

2

2


LEATT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

   Three Months Ended 
   March 31 
   2021  2020 
   Unaudited  Unaudited 
        
Revenues $12,896,475 $7,541,874 
        
Cost of Revenues  6,844,521  4,018,421 
        
Gross Profit  6,051,954  3,523,453 
        
Product Royalty Income  24,810  1,477 
        
Operating Expenses       
   Salaries and wages  924,537  844,606 
   Commissions and consulting expenses  220,662  83,436 
   Professional fees   337,755  321,587 
   Advertising and marketing  517,580  624,203 
   Office lease and expenses  87,373  73,814 
   Research and development costs  405,105  388,204 
   Bad debt expense (recovery)  65,825  (14,980)
   General and administrative expenses  528,599  520,115 
   Depreciation   236,535  192,052 
       Total operating expenses  3,323,971  3,033,037 
        
Income from Operations  2,752,793  491,893 
        
Other Expenses       
   Interest and other income (expenses), net  (4,007) (8,629)
      Total other expenses  (4,007) (8,629)
        
Income Before Income Taxes  2,748,786  483,264 
        
Income Taxes  687,948  120,816 
        
Net Income Available to Common Shareholders $2,060,838 $362,448 
        
Net Income per Common Share       
   Basic $0.38 $0.07 
   Diluted $0.34 $0.07 
        
Weighted Average Number of Common Shares Outstanding       
   Basic  5,430,374  5,386,723 
   Diluted  6,118,129  5,534,890 
        
Comprehensive Income       
    Net Income $2,060,838 $362,448 
    Other comprehensive income, net of $0 income taxes in 2021 and 2020       
       Foreign currency translation   (28,352) (312,287)
          
       Total Comprehensive Income $2,032,486 $50,161 
  Three Months Ended  Six Months Ended 
  June 30  June 30 
  2021  2020  2021  2020 
  Unaudited  Unaudited  Unaudited  Unaudited 
             
Revenues$14,300,559 $6,943,130 $27,197,034 $14,485,004 
             
Cost of Revenues 8,107,020  3,688,623  14,951,541  7,707,044 
             
Gross Profit 6,193,539  3,254,507  12,245,493  6,777,960 
             
Product Royalty Income 58,479  3,182  83,289  4,659 
             
Operating Expenses            
   Salaries and wages 912,811  622,846  1,837,348  1,467,452 
   Commissions and consulting expenses 215,986  103,906  436,648  187,342 
   Professional fees 123,501  213,318  461,256  534,905 
   Advertising and marketing 518,153  357,028  1,035,733  981,231 
   Office lease and expenses 87,200  72,386  174,573  146,200 
   Research and development costs 445,156  336,608  850,261  724,812 
   Bad debt expense (recovery) (51,732) 41,900  14,093  26,920 
   General and administrative expenses 609,760  410,128  1,138,359  930,243 
   Depreciation 242,401  190,749  478,936  382,801 
       Total operating expenses 3,103,236  2,348,869  6,427,207  5,381,906 
             
Income from Operations 3,148,782  908,820  5,901,575  1,400,713 
             
Other Income (Expenses)            
   Interest and other income (expenses), net 3,948  (9,477) (59) (18,106)
      Total other income (expenses) 3,948  (9,477) (59) (18,106)
             
Income Before Income Taxes 3,152,730  899,343  5,901,516  1,382,607 
             
Income Taxes 744,082  224,836  1,432,030  345,652 
             
Net Income Available to Common Shareholders$2,408,648 $674,507 $4,469,486 $1,036,955 
             
Net Income per Common Share            
   Basic$0.44 $0.13 $0.82 $0.19 
   Diluted$0.39 $0.12 $0.72 $0.19 
             
Weighted Average Number of Common Shares Outstanding            
Basic 5,438,686  5,386,723  5,434,553  5,386,723 
Diluted 6,172,686  5,548,476  6,168,553  5,548,476 
             
Comprehensive Income            
   Net Income$2,408,648 $674,507 $4,469,486 $1,036,955 
   Other comprehensive income, net of $0 income
      taxes in 2021 and 2020
            
    Foreign currency translation 60,893  54,897  32,541  (257,390)
             
    Total Comprehensive Income$2,469,541 $729,404 $4,502,027 $779,565 

The accompanying notes are an integral part of these consolidated financial statements.

3

3


LEATT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

AS OF AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2021

                 Accumulated       
                 Other       
  Preferred Stock A  Common Stock   Additional   Comprensive  Retained    
  Shares  Amount  Shares  Amount  Paid - In Capital  Income (Loss)  Earnings  Total 
                         
Balance, January 1, 2021 120,000 $3,000  5,430,374 $130,111 $8,338,158 $(562,700)$7,461,796 $15,370,365 
                         
Compensation cost recognized in connection                        
   with stock options -  -  -  -  55,020  -  -  55,020 
                         
Net income -  -  -  -  -  -  2,060,838  2,060,838 
                         
Foreign currency translation adjustment -  -  -  -  -  (28,352) -  (28,352)
                         
Balance, March 31, 2021 120,000 $3,000  5,430,374 $130,111 $8,393,178 $(591,052)$9,522,634 $17,457,871 
 
                 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 120,000 $3,000  5,430,374 $130,111 $8,338,158 $(562,700)$7,461,796 $15,370,365 
                         
Compensation cost recognized in connection    with stock options -  -  -  -  55,020  -  -  55,020 
                         
Options exercised on a cashless basis -  -  12,400  -  -  -  -  - 
                         
Net income -  -  -  -  -  -  4,469,486  4,469,486 
                         
Foreign currency translation adjustment -  -  -  -  -  32,541  -  32,541 
                         
Balance, June 30, 2021 120,000 $3,000  5,442,774 $130,111 $8,393,178 $(530,159)$11,931,282 $19,927,412 

The accompanying notes are an integral part of these consolidated financial statements.

4

4


LEATT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2021 AND 2020

  2021  2020 
       
Cash flows from operating activities      
   Net income $2,060,838 $362,448 
   Adjustments to reconcile net income to net cash provided by (used in)      
     operating activities:      
     Depreciation  236,535  192,052 
     Stock-based compensation 55,020  65,942 
     Bad debts reserve 63,111  (17,572)
     Inventory reserve (23,044) (49,610)
     (Gain) Loss on sale of property and equipment 457  (351)
    (Increase) decrease in:       
       Accounts receivable 2,950,042  (540,004)
       Inventory (236,474) 1,567,803 
       Payments in advance 82,168  (237,787)
       Prepaid expenses and other current assets (1,938,074) (404,733)
      Income tax refunds receivable 2,964  - 
       Deposits 125  1,412 
    Increase (decrease) in:      
       Accounts payable and accrued expenses (2,301,718) (1,394,321)
       Income taxes payable  137,197  50,816 
       Deferred compensation 20,000  20,000 
          Net cash provided by (used in) operating activities 1,109,147  (383,905)
       
Cash flows from investing activities      
    Capital expenditures (34,272) (89,899)
    Proceeds from sale of property and equipment -  351 
    Increase in short-term investments, net (1) (6)
          Net cash used in investing activities (34,273) (89,554)
       
Cash flows from financing activities      
    Proceeds from note payable to bank, net -  200,000 
    Proceeds from (repayments of ) short-term loan, net (237,767) (130,643)
          Net cash provided by (used in) financing activities (237,767) 69,357 
       
Effect of exchange rates on cash and cash equivalents (18,225) (223,872)
       
Net increase (decrease) in cash and cash equivalents 818,882  (627,974)
       
Cash and cash  equivalents - beginning of period 2,967,042  2,072,864 
       
Cash and cash equivalents - end of period$3,785,924 $1,444,890 
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
  Cash paid for interest$9,323 $9,255 
  Cash paid for income taxes$550,000 $70,000 
       
  Other noncash investing and financing activities      
    Common stock issued for services$55,020 $65,942 
 
  2021  2020 
       
Cash flows from operating activities      
   Net income $4,469,486 $1,036,955 
   Adjustments to reconcile net income to net cash provided by (used in)      
     operating activities:      
     Depreciation  478,936  382,801 
     Stock-based compensation 55,020  65,942 
     Bad debts reserve 11,763  24,975 
     Inventory reserve 39,995  (17,729)
     (Gain) Loss on sale of property and equipment 5,767  (351)
    (Increase) decrease in:       
       Accounts receivable 2,077,870  453,023 
       Inventory 3,478,553  3,025,131 
       Payments in advance (397,698) (208,455)
       Prepaid expenses and other current assets (3,989,785) (895,254)
      Income tax refunds receivable 2,964  0 
       Deposits (233) 1,212 
    Increase (decrease) in:      
       Accounts payable and accrued expenses (5,377,741) (2,998,745)
       Income taxes payable  375,379  275,651 
       Deferred compensation 40,000  40,000 
          Net cash provided by operating activities 1,270,276  1,185,156 
       
Cash flows from investing activities      
    Capital expenditures (191,443) (107,570)
    Proceeds from sale of property and equipment 0  351 
    Increase in short-term investments, net (2) (12)
          Net cash used in investing activities (191,445) (107,231)
       
Cash flows from financing activities      
    Repayment of note payable to bank, net 0  (300,000)
    Proceeds from Paycheck Protection Program loan 0  210,732 
    Repayments of short-term loan, net (317,720) (253,582)
          Net cash used in financing activities (317,720) (342,850)
       
Effect of exchange rates on cash and cash equivalents 20,427  (180,501)
       
Net increase in cash and cash equivalents 781,538  554,574 
       
Cash and cash  equivalents - beginning of period 2,967,042  2,072,864 
       
Cash and cash equivalents - end of period$3,748,580 $2,627,438 
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
  Cash paid for interest$16,379 $19,883 
  Cash paid for income taxes$1,088,360 $70,000 
       
  Other noncash investing and financing activities      
    Common stock issued for services$55,020 $65,942 

The accompanying notes are an integral part of these consolidated financial statements.

5


LEATT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 March 31,June 30, 2021 and the consolidated statements of operations and comprehensive income for the three and six months ended March 31,June 30, 2021 and 2020, changes in stockholders' equity for the threesix months ended March 31,June 30, 2021, cash flows for the threesix months ended March 31,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 March 31,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 $93,547$156,586 at March 31,June 30, 2021 and $116,591 at December 31, 2020.

Note 3 - Operating Leases - Right-of-Use Assets and Lease Liability Obligations

The Company has four non-cancelablenon-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 March 31,June 30, 2021 and December 31, 2020:

   March 31, 2021  December 31, 2020 
Assets        
Operating lease ROU assets$245,185 $285,932 
       
Liabilities      
Operating lease liabilities, current$212,869 $207,824 
Operating lease liabilities, net of current portion 32,316  78,108 
    Total operating lease liabilities$245,185 $285,932 
  June 30,  December 31, 
  2021  2020 
Assets      
Operating lease ROU assets$193,583 $285,932 
       
Liabilities      
Operating lease liabilities, current$193,583 $207,824 
Operating lease liabilities, net of current portion 0  78,108 
   Total operating lease liabilities$193,583 $285,932 

During the threesix months ended March 31,June 30, 2021 and 2020 the Company recognized $54,149$108,997 and $50,144,$100,429 respectively, in operating lease expenses, which are included in office lease and expenses in the Company's consolidated statements of operations and comprehensive income.

6


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 March 31,June 30, 2021, and December 31, 2020 the following disclosures for remaining lease term and incremental borrowing rates were applicable:

Supplemental disclosure

March 31, 2021

December 31, 2020

Weighted average remaining lease term

2 years

2 years

Weighted average discount rate

4.85%

4.87%

6

Supplemental disclosure
June 30,
December 31,
2021
2020
 
Weighted average remaining lease term
2 years
2 years
Weighted average discount rate
4.85%
4.87%

Maturities of lease liabilities as of March 31,June 30, 2021 were as follows:

Year ended December 31, Amounts under Operating Leases 
Remaining 2021  181,193 
2022  91,749 
Total minimum lease payments $272,942 
Less: amount representing interest $(27,757)
Total operating lease liabilities $245,185 
Year ended December 31, Amounts under Operating Leases 
Remaining 2021 122,377 
2022 93,118 
Total minimum lease payments$215,495 
Less: amount representing interest$(21,912)
Total operating lease liabilities$193,583 

Supplemental cash flow information for the threesix months ended March 31,June 30, 2021 and 2020 are as follows:

 Six Months Six Months 
 Ended June Ended June 30, 
 Three Months
Ended March
31, 2021
 Three Months
Ended March
31, 2020
  30, 2021 2020 
Cash paid for amounts included in the measurement of lease liabilities$59,285 $54,794 $119,300 $110,137 
Right-of-use assets obtained in exchange for lease obligations$15,170 $- 
Right-of-use assets obtained in exchange for lease obligation $15,170 $0 

Note 4 - Note Payable to Bank

On November 19, 2018, the Company entered into a $1,000,000 revolving line of credit agreement with a bank. Advances under the line of credit 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 were due and payable. On November 5, 2020, the Company executed an amendment to the line of credit agreement to extend the 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, the Company executed an amendment to the line of credit. The amendment took retroactive effect to February 17, 2021 and extended the line of credit facility through February 28, 2022 and increased the revolving line of credit to $1,500,000. As of March 31,June 30, 2021, there were no advances of the line of credit leaving $1,500,000 of the line of credit available for advance. 

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 $84,192 over eleven months including interest at 4.950% and the South African short-term loan is payable in monthly installments of $4,288,$4,467, over a ten-month period at a flat interest rate of 3.10%.

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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 tentwelve payments of $11,634$20,290 at 4.950%4.350% annual interest rate.  The short-term loan was paid in full on February 26, 2021.

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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 1% of total revenues, is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

Our standard distributor payment terms range from pre-payment in full to 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:

    Three months ended March 31, 
    2021  % of Revenues   2020  % of Revenues  
Consumer and athlete direct revenues $570,701  5% $393,812  5% 
Dealer direct revenues  5,566,732  43%  1,863,628  25% 
International  distributor revenues  6,759,042  52%  5,284,434  70% 
  $12,896,475  100% $7,541,874  100% 
  Six months ended June 30, 
  2021  % of Revenues  2020  % of Revenues 
Consumer and athlete direct revenues$1,137,597  4% $1,263,586  9% 
Dealer direct revenues 10,140,312  37%  4,643,646  32% 
International distributor revenues 15,919,125  59%  8,577,772  59% 
 $27,197,034  100% $14,485,004  100% 

The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at March 31,June 30, 2021 and December 31, 2020 was $0, and $0, respectively.

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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 $164,996$113,648 at March 31,June 30, 2021 and $101,885 at December 31, 2020.

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 50% likelihood of being sustained. Additionally, the standard provides guidance on derecognition, classification, interest and penalties; accounting in interim periods, disclosure and transition, and any amounts when incurred would be recorded under these provisions.

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31,June 30, 2021, the Company has no unrecognized tax benefits. 

Note 8 - Net Income Per Share of Common Stock

Basic net income per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common stock shares and dilutive potential common shares outstanding during the period. For the threesix months ended March 31,June 30, 2021, the Company had 847,000832,000 potential common shares, consisting of 120,000 preferred shares, and options to purchase 727,000712,000 shares, outstanding that were dilutive.

Note 9 - Common Stock

In May 2021, the Company issued 12,400 shares of common stock to an employee who exercised stock options in a cashless exercise.

Stock-based compensation expense related to vested stock options during the threesix months ended March 31,June 30, 2021 was $55,020. As of March 31,June 30, 2021, there was $82,530 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a 1-year1- year vesting period.

Note 10 - Recent Accounting Pronouncements

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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.

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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

As the COVID-19 pandemic continues to evolve, the Company believes the extent of the impact to its 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, the Company did not see any significant material negative impact of COVID-19 on the Company's results of operations for the quartersix months ended March 31,June 30, 2021. The Company remains 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 sales revenue for the coming periods and beyond.

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-cancelablenon-cancellable operating lease, to lease warehouse and office space in Reno, Nevada on December 14, 2020. The lease will commence upon the date of substantial completion of the landlord's work,commenced on August 2, 2021, as defined in the Lease Agreement, and the term will continue for a period of 66 months from suchthe commencement date. The lease agreement requires the Company to pay a monthly rent of $21,959.  The Company currently estimates the lease to commence on July 1, 2021. The Company expects to recognize an operating lease right-of-use asset and operating lease liability of $1,403,549 and $1,403,549 as of the effective date of the lease. The estimated interest rate for this lease agreement as of AprilJuly 1, 2021 is 3.75%.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements that are contained principally in the sections entitled "Our Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" in this report.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 annual report to:

 "Leatt,"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"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"Leatt USA" are to Leatt USA, LLC, a Nevada Limited Liability Company;

 "PRC""PRC", and "China" are to the People's Republic of China;

 "Two"Two Eleven" refers to Two Eleven Distribution, LLC, a California limited liability company;Nevada Limited Liability Company;

 "Three"Three Eleven" are to Three Eleven Distribution (Pty) Limited, a South African Company;

 "Securities"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"South Africa" are to the Republic of South Africa;

 "U.S."U.S. dollar," "$" and "US$" are to the legal currency of the United States.

 "Xceed"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""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 = ZAR14.910114.3121, for its March 31,June 30, 2021 balance sheet.

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Overview of our Business

We were incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. We were a shell company with little or no operations until March 1, 2006, when we acquired the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and 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 owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment using this technology, as well as its own developed technology, including the Company's 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 MOTOMoto 3.5 helmet and latest helmet model, MOTOMoto 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 which have deteriorated and may remain depressed forin 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 enactedannounced tariffs on certain productsproduct imported into the United States with China as the country of origin. While these tariffs have not had a significant impact on the shipment of our products to international markets as at March 31,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.

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13


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-monththree- and six-month periods ended March 31,June 30, 2021 and 2020 included herein.

Comparison of Three Months Ended March 31,June 30, 2021 compared to the Three Months Ended March 31,and 2020

The following table summarizes the results of our operations during the three-month periods ended March 31,June 30, 2021 and 2020 and provides information regarding the dollar and percentage increase or (decrease) in such periods:

  Three Months Ended March 31,     Percentage 
  2021  2020  $ Increase  Increase 
Item       (Decrease)  (Decrease) 
             
REVENUES$12,896,475 $7,541,874 $5,354,601  71% 
COST OF REVENUES 6,844,521  4,018,421 $2,826,100  70% 
GROSS PROFIT 6,051,954  3,523,453 $2,528,501  72% 
PRODUCT ROYALTY INCOME 24,810  1,477 $23,333  1580% 
OPERATING EXPENSES            
Salaries and Wages 924,537  844,606 $79,931  9% 
Commissions and Consulting 220,662  83,436 $137,226  164% 
Professional Fees 337,755  321,587 $16,168  5% 
Advertising and Marketing 517,580  624,203 $(106,623) -17% 
Office Lease and Expenses 87,373  73,814 $13,559  18% 
Research and Development Costs 405,105  388,204 $16,901  4% 
Bad Debt Expense (Recovery) 65,825  (14,980)$80,805  539% 
General and Administrative 528,599  520,115 $8,484  2% 
Depreciation 236,535  192,052 $44,483  23% 
Total Operating Expenses 3,323,971  3,033,037 $290,934  10% 
INCOME FROM OPERATIONS 2,752,793  491,893 $2,260,900  460% 
Other Expenses (4,007) (8,629)$4,622  54% 
INCOME BEFORE INCOME TAXES 2,748,786  483,264 $2,265,522  469% 
Income Taxes 687,948  120,816 $567,132  469% 
NET INCOME$2,060,838 $362,448 $1,698,390  469% 
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  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 three monthsquarter ended March 31,June 30, 2021 were $12.90$14.30 million, a 71%106% increase, compared to revenues of $7.54$6.94 million for the quarter ended March 31,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 worldwideglobal revenues is primarily attributable to a $3.27$4.43 million increase in body armourarmor sales, a $0.81$1.95 million increase in sales of other products, parts and accessories and a $0.49 million increase in helmet sales and a $0.63$0.49 million increase in neck brace sales, and a $0.66 million increase in other products, parts and accessories sales.  Revenues associated with international customers were $7.13 million and $5.58 million, or 55% and 74% of revenues, respectively, for the three months ended March 31, 2021 and 2020.


The following table sets forth our revenues by product line for the three months ended March 31,June 30, 2021 and 2020:

  Three months ended March 31,  
   % of Revenues  2020 % of Revenues  Three months ended June 30, 
 2021  2021 % of Revenues  2020 % of Revenues 
Neck braces$1,937,266  15% $1,309,243  17% $1,578,424  11% $1,084,715  15% 
Body armor 7,376,736  57%  4,111,677  55%  8,568,017  60%  4,140,175  60% 
Helmets 1,540,895  12%  735,726  10%  1,025,318  7%  536,403  8% 
Other products, parts and accessories 2,041,578  16%  1,385,228  18%  3,128,800  22%  1,181,837  17% 
$12,896,475  100% $7,541,874  100% $14,300,559  100% $6,943,130  100% 

Sales of our flagship neck brace accounted for $1.94$1.58 million and $1.31$1.08 million, or 15%11% and 17%15% of our revenues for the quarters ended March 31,June 30, 2021 and 2020, respectively. The 48%46% increase in neck brace revenues during the 2021 second quarter is primarily attributable to a 17%47% increase in the volume of neck braces sold to our customers inworldwide during the United States and abroad.period as global consumer demand for neck braces continues to increase.

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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 $7.38$8.57 million and $4.11$4.14 million, or 57%60% and 55%60% of our revenues for the quarters ended March 31,June 30, 2021 and 2020, respectively. The 79%107% increase in body armor revenues wasduring the 2021 second quarter is primarily the result of an 83% 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 encouraging shipments of our highly anticipatedgrowing footwear category, consisting of off-road motorcycle boots and mountain biking shoes and continued remarkable consumer demand for our full line up of exceptional upper body and limb protectors.bike shoes.

Our helmets accounted for $1.54$1.03 million and $0.54 million or 12%7% and 8% of our revenues for the three monthsquarters ended March 31,June 30, 2021 as compared to $0.74 million or 10% of our revenues for the sameand 2020, period.respectively. The 109%91% increase in helmet sales during the 2021 second quarter is primarily the result of strong demand for the Company's innovative, award winning MTB helmet line up and continued strong initial shipments of our completely redesigned MOTO helmet line up for off-road motorcycle usedue to our customersa 64% increase in the United States and abroad.volume of helmets sold globally during the 2021 period.

Our other products, parts and accessories are comprised of goggles, hydrationshydration 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 accessoryaccessories sales accounted for $2.04$3.13 million and $1.39$1.18 million, or 16%22% and 18%17% of our revenues for the quarters ended March 31,June 30, 2021 and 2020, respectively. The 47%165% increase in revenues from the sale of other products, parts and accessories during the 2021 second quarter is primarily due to increased consumer demanda 504% increase in the volume of riding apparel designed for our cutting-edge MOTO and MTB apparel line up designed forboth off-road motorcycle and mountain biking respectively. 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 March 31,June 30, 2021 and 2020 were $6.84$8.11 million and $4.02$3.69 million, respectively. Gross Profit for the quarters ended March 31,June 30, 2021 and 2020 were $6.05 million$6.19 and $3.52$3.25 million, respectively, or 47%43% and 47% of revenues respectively. Ourneck braceproducts continue to generate a higher gross profit margin than our other product categories. Although neckNeck brace revenues accounted for 15%11% and 17%15% of our revenues for the quarters ended March 31,June 30, 2021 and 2020, respectively, revenues associated with international customers were 55% and 74% of our revenues for the three months ended March 31, 2021 and 2020, respectively, with revenue associated with international customers continuing to generate a lower gross profit margin than dealer direct sales in the United States.  This resulted in the gross profit percentage for the period ended March 31, 2021 remaining in line with the prior period.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 March 31,June 30, 2021 and 2020 were $24,810$58,479 and $1,477,$3,182, respectively. The 1580 %1738% increase in product royalty income is due to an increase in the sale of licensed products by licensees duringin the 2021 period.

Salaries and Wages - Salaries and wages for the quarters ended March 31,June 30, 2021 and 2020 were $924,537$912,811 and $844,606,$622,846, respectively. The 9%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.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 March 31,June 30, 2021 and 2020, commissions and consulting expenses were $220,662$215,986 and $83,436,$103,906, respectively. The 164%This 108% increase in commissions and consulting expenses is primarily the result of increaseddue to an increase in commissions and performance incentives paid to both in-houseCompany-employed and external sales representativespersonnel in the United States in line withas a result of the achievement of exceptional sales growth in the region.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 March 31,June 30, 2021 and 2020 were $337,755$123,501 and $321,587,$213,318, respectively. The 5% increaseThis 42% decrease in professional fees is primarily due to increaseda decrease in spending on product liability litigation during the 2021 period.

Advertising and Marketing - The Company places paid advertising in various motorsport and bicycle magazines and online media, and sponsors a number of events, professional teams and individuals to increase product and brand visibility globally.visibility. Advertising and marketing expenses for the quarters ended March 31,June 30, 2021 and 2020 were $517,580$518,153 and $624,203,$357,028, respectively. AlthoughThe 45% increase in advertising and marketing expenditures during the Company continued2021 period is primarily due to implementan increase in costs incurred in the production and implementation of global marketing campaigns that incorporate athlete sponsorships andsponsorship, coordinated paid media advertising in the form ofthat include digital, print, digital 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 20212020 period, the 17% decrease in advertising and marketing expenditure is primarily due to execution of online digital sales and marketing meetings, as a result of travel restrictions imposedthe cancellation of various race series globally to curtailcurb the further spread of the COVID-19 pandemic that made traditional face-to-face conferences impractical for the period ended March 31, 2021.pandemic.

Office Lease and Expenses - Office lease and expenses for the quarters ended March 31,June 30, 2021 and 2020 were $87,373$87,200 and $73,814,$72,386, respectively. The 18%20% increase in office lease and expenses during the 2021 period iswas primarily due to additionalan increase in warehouse storage rentedlease expenditure in the United States in line with additional storage required as the Company continues to rapidly expand its line-upassortment of exceptional protective gear.

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Research and Development Costs - These costs consist of the salaries of personnel who are directly involved in the research and development of innovative products, as well as the direct costs associated with developing these products. Research and development costs for the quarter ended March 31,June 30, 2021 increased to $405,105,$445,156, from $388,204$336,608 during the same 2020 quarter. The 4%32% increase in research and development costs during the 2021 second quarter is primarily as a result of increased development costs incurred as the Company continues its efforts to refine and expand the product categories that it sells and developsbuild a pipeline of exceptional, innovative, cutting-edge protective gear that appeals to a wider rider 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 (Recovery) - Bad debt expense (recovery) for the quarters ended March 31,June 30, 2021 and 2020 were $65,825($51,732) and ($14,980),$41,900, respectively. The increaseThis decrease in bad debt expense (recovery) is primarily the result of an increasea decrease in provisions madethe provision for unrecoverable debtsdoubtful accounts during the 2021 period, in line with the increasea decrease in the accounts receivable balancebalances at Two Eleven Distribution in the United States at March 31,June 30, 2021, when compared to DecemberMarch 31, 2020.2021.

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 March 31,June 30, 2021 and 2020 were $528,599$609,760 and $520,115,$410,128, respectively. The 2%49% increase in general and administrative expenses is primarily due to increased expenditure onan increase in product liability insurance premiums during the 2021 period and a significant decrease in travel expenditures incurred during the 2020 period, ended March 31, 2021, that were partially offset by a decrease in travel expenditure incurred as a result of globalthe worldwide travel restrictions that were imposed in order to curtail the further spread of the COVID-19 pandemic globally.pandemic.

Depreciation Expense - Depreciation expenseExpense for the quarters ended March 31,June 30, 2021 and 2020 were $236,535$242,401 and $192,052,$190,749, respectively. The 23%This 27%% increase in depreciation during the 2021 second quarter is primarily due to the addition of mouldsmolds and tooling utilized in the production of the Company's expandinggrowing product categories.range.

Total Operating Expenses - Total operating expenses increased by $290,934,$754,367 to $3.32$3.10 million in the three months ended March 31,June 30, 2021, or 10%32%, compared to $3.03$2.35 million in the 2020 period. This increase is primarily due to increasesan increase in commissionsalaries and consultingwages, advertising and marketing expenditure, general and bad debt provisionadministrative costs and research and development expenses, that were partially offset by a decrease in advertising and marketing expenditure discussed above.professional fees incurred during the 2021 period.

Net Income - The net income after income taxes for the quarter ended March 31,June 30, 2021 was $2.06$2.41 million, as opposed to a net income of $362,448$674,507 for the quarter ended March 31,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:

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  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% 
             
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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. 

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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 March 31,June 30, 2021, we had cash and cash equivalents of $3.79$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 

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20

 March 31, 
  2021  2020 
Net cash provided by (used in) operating activities$1,109,147 $(383,905)
Net cash used in investing activities$(34,273)$(89,554)
Net cash provided by (used in) financing activities$(237,767)$69,357 
Effect of exchange rate changes on cash and cash equivalents$(18,225)$(223,872)
Net increase (decrease) in cash and cash equivalents$818,882 $(627,974)
Cash and cash equivalents at the beginning of period$2,967,042 $2,072,864 
Cash and cash equivalents at the end of period$3,785,924 $1,444,890 

Cash increased by $818,882,$781,538, or 28%26%, for the threesix months ended MarchJune 30, 2021, when compared to cash on hand at December 31, 2021.2020. 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 threesix months ended March 31,June 30, 2021 were decreased accounts payablepayables of $5,377,741 and accrued expenses of $2,301,718, and increasedan increase in prepaid expenses and other current assets of $1,938,074. The primary sources of cash for the three months ended March 31, 2021 were decreased accounts receivable of $2,950,042 and net income of $2,060,838.$3,989,785.

The Company is currently meeting its working capital needs through cash on hand a revolving line of credit with a bank, as well as internally generated cash from operations. Management believes that its current cash and cash equivalent balances, along with the net cash generated by operations are sufficient to meet its anticipated operating cash requirements for at least the next twelve months. There are currently no plans for any major capital 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 owned and 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 three-month periodsquarters ended March 31,June 30, 2021 and 2020, the Company paid an aggregate of $15,531$19,898 and $10,175$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, 2020,2021, the Company's monthly fee to Innovate, increased to $41,446.$42,233. During the three-month periodsquarters ended March 31,June 30, 2021 and 2020, the Company paid an aggregate of $126,699 and $124,338$103,615, respectively, in consulting fees to Innovate.

Pursuant to a Premium Finance Agreement, dated May 27, 2020,June 14, 2021, between the Company and AFCO, the Company is obligated to pay AFCO an aggregate sum of $136,417$238,696 in tentwelve payments of $11,634,$20,290, at a 4.950%4.350% annual interest rate, commencing on June 1, 20202021 and ending on MarchApril 1, 2021.2022. 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. This short-term loan was paid in fullAs of June 30, 2021, the Company had not defaulted on February 26, 2021.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 bya 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 March 31,June 30, 2021, the Company had not defaulted on its payment obligations under this agreement.

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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 ana second amendment to the line of credit. The amendment took retroactive effect to February 17, 2021, and extended the line of credit facility through February 28, 2022, and increased the revolving line of credit to $1,500,000.  As of March 31,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, 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.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 March 31,June 30, 2021 and December 31, 2020 was $-0-were $0 and $-0-,$0, respectively.

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Sales commissions are expensed when incurred, which is generally at the time of sale or cash received from customers, because the amortization period would have been one year or less. These costs are recorded in commissions and consulting expenses within operating 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 the expected credit losses determined utilizing historical experience and any specific customer collection issues that have been identified. In determining the amount of the allowance, we are required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after we have used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within our expectations and the provisions established, 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 $164,996 at March 31,2021$113,648 and $101,885 at December 31, 2020.2020 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 $93,547 at March 31, 2021$156,586 and $116,591 at December 31, 2020.2020 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 waswere no impairment chargecharges during the quarters ended March 31,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. Please refer to Note 3 "Leases", in the Notes to Consolidated Financial Statements for additional information.


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 purposespurposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood of the Company generating sufficient taxable income in future years during the period over which the temporary differences reverse.

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Recent Accounting Pronouncements

See Note 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of March 31,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 March 31,June 30, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II


OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings in the ordinary course of our business. 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.


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ITEM 1A. RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A "Risk Factors" of our annual report on Form 10-K for the period ended December 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

None.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

ExhibitNo.Description

31.1

Exhibit

Description

No.
31.1Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*

Interactive data files pursuant to Rule 405 of Regulation S-T

101.INSXBRL Instance Document
  
101.SCH101.INSInline XBRL Taxonomy Extension Schema DocumentInstance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
  
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: MayAugust 12, 2021

LEATT CORPORATION

By: /s/ Sean Macdonald

Sean Macdonald

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)


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EXHIBIT INDEX

ExhibitNo.Description

31.1

Exhibit

Description
No.

101*Interactive data files pursuant to Rule 405 of Regulation S-T
  
101.INSInline XBRL Instance DocumentDocument–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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.


*  Filed with this Form 10-Q for Leatt Corporation. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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