ITEM 2. MANAGEMENTS 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 Managements 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, performances or achievements
expressed or implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the factors described in the
section captioned Risk Factors in our latest annual report on Form 10-K filed
with the SEC. In some cases, you can identify forward-looking statements by
terms such as anticipates, believes, could, estimates, expects,
intends, may, plans, potential, predicts, projects, should,
would and similar expressions intended to identify forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and are based on assumptions and subject to risks and uncertainties.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements include, among
other things, statements relating to:
-
our expectations regarding growth in the motor sports market;
-
our expectation regarding increasing demand for protective equipment used
in the motor sports market;
-
our belief that we will be able to effectively compete with our
competitors and increase our market share;
-
our expectations with respect to increased revenue growth and our ability
to achieve profitability resulting from increases in our production volumes;
and
-
our future business development, results of operations and financial
condition.
Also, forward-looking statements represent our estimates and
assumptions only as of the date of this quarterly report. You should read this
quarterly report and the documents that we reference and filed as exhibits to
the quarterly report completely and with the understanding that our actual
future results may be materially different from what we expect. Except as
required by law, we assume no obligation to update any forward-looking
statements publicly, or to update the reasons actual results could differ
materially from those anticipated in any forward-looking statements, even if new
information becomes available in the future.
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in
this quarterly report to:
-
Leatt, we, us, our, the Registrant or the Company are to the
combined business of Leatt Corporation, a Nevada corporation, its South
African branch, Leatt SA, and its direct, wholly-owned subsidiaries, Two
Eleven, Leatt New Zealand and Three Eleven;
-
Leatt SA are to the Companys branch office known as Leatt Corporation
(Incorporated in the State of Nevada) incorporated under the laws of South
Africa with registration number: 2007/032780/10;
-
Leatt USA are to Leatt USA, LLC, a Nevada Limited Liability Company;
-
Leatt New Zealand are to Leatt New Zealand Limited, a New Zealand
Company;
-
NZD are to the legal currency of New Zealand. For all NZD amounts
reported, the dollar amount has been calculated on the basis that $1=NZD1.374
for its September 30, 2016 unaudited balance sheet.
-
PRC, and China are to the Peoples Republic of China;
-
Two Eleven refers to Two Eleven Distribution, LLC, a California limited
liability company;
-
Three Eleven are to Three Eleven Distribution (Pty) Limited, a South
African Company;
-
Securities Act are to the Securities Act of 1933, as amended, and to
Exchange Act are to Securities Exchange Act of 1934, as amended;
-
South Africa are to the Republic of South Africa;
-
U.S. dollar, $ and US$ are to the legal currency of the United
States.
-
Xceed Holdings refers to Xceed Holdings cc., a close corporation
incorporated under the laws of South Africa, and wholly- owned by The Leatt
Family Trust, of which Dr. Christopher J. Leatt, the Companys chairman, is a
Trustee and Beneficiary; and
-
ZAR refers to the South African Rand, the legal currency of South
Africa. For all ZAR dollar amounts reported, the dollar amount has been
calculated on the basis that $1 = ZAR13.7327 for its September 30, 2016
unaudited balance sheet.
Overview of our Business
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, as
well as racing car drivers. 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.
- 9 -
The Companys 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 Companys 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 Companys new body protection products which
it markets under the Leatt Protection Range brand.
The Companys research and development efforts are conducted at
its research facilities, located at its executive headquarters in Cape Town,
South Africa. Five of the Companys full-time employees 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. Certain products,
such as the MRX Head and Neck Restraint system, have been certified by SFI
Foundation (USA) and the Moto GPX was tested by BMW Motorrad (Germany) and
reviewed by KTM (Austria). The Company is also in discussions with governing and
racing bodies, such as the Fédération Internationale de l'Automobile (FIA), the
Fédération Internationale de Motocyclisme (FIM) and the National Association for
Stock Car Auto Racing (NASCAR), to have the Leatt-Brace® accredited by these
bodies.
Our products are manufactured in China under outsource
manufacturing arrangements with third-party manufacturers located there. The
Company utilizes outside consultants and its own employees to ensure the quality
of its products through regular on-site product inspections. Products purchased
through international sales are usually shipped directly from our manufacturers
warehouses or points of dispatch to customers or their import agents.
Leatt earns revenues through the sale of its products through
approximately 60 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 retailers 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:
A
portion of our revenues are earned in international markets and the ongoing
turmoil in the global economy, especially in the European Union, including the
recent decision of United Kingdom (UK) voters to leave the European Union
(EU), may have an impact on our business and our financial condition. This
economic turmoil has led to continued currency weakness in our international
markets against a strengthening U.S. Dollar, resulting in declining revenues
from sales in those markets. We may face more challenges from currency moves
as the UK moves forward with plans to exit the EU and if economic conditions
do not otherwise improve. These economic conditions impact levels of consumer
spending in international markets, which have declined over the past three
quarters and may remain so for the foreseeable future. If demand for our
products fluctuates as a result of these economic conditions or otherwise, our
revenue and gross margin will continue to be harmed. Management continues to
monitor currency fluctuations globally and evaluate marketing and sales
strategies accordingly.
Fuel Prices
Significant fluctuations in fuel prices
could have both a positive and negative effect on our business and operations.
A significant portion of our revenue is derived from international sales and
significant fluctuations in world fuel prices could significantly increase the
price of shipping or transporting our products which we may not be able to
pass on to our customers. On the other hand, fluctuations in fuel prices lead
to higher commuter costs which may encourage the increased use of motorcycles
and bicycles as alternative modes of transportation and lead to an increase in
the market for our protection products.
Product Liability Litigation
We face an inherent business
risk of exposure to product liability claims arising from the claimed failure
of our products to help prevent the types of personal injury or death against
which they are designed to help protect. Therefore we have acquired very
costly product liability insurance worldwide. We have not experienced any
material uninsured losses due to product liability claims, but it is possible
that we could experience material losses in the future. After a two-week trial
in the United States District Court for the Northern District of Ohio
(Eastern) ending on April 17, 2014, a federal jury returned a defense verdict
for the Company in the first Leatt-Brace® product liability lawsuit to be
tried in the United States. The plaintiffs in that case had alleged that
defective product design and failure to warn had caused a then fifteen
year-old motocross rider, to suffer multiple mid-thoracic spine fractures,
causing immediate and permanent paraplegia, when he crashed at a relatively
low speed on February 13, 2011. When the accident occurred, he was wearing a
helmet and other safety gear from several different companies, including the
Company's acclaimed Leatt-Brace®. The
Company produced evidence at trial showing
that his thoracic paraplegia was an unavoidable consequence of his fall, not
the result of wearing a Leatt-Brace®, and that the neck brace likely saved his
life (or saved him from quadriplegia) by preventing cervical spine injury. The
Company had maintained from the onset that this and a small handful of other
lawsuits are without merit and that it will vigorously defend itself in each
case. In this case, the plaintiffs subsequently appealed the courts decision
and the parties reached an amicable settlement. Although we carry product
liability insurance, a successful claim brought against us could significantly
harm our business and financial condition and have an adverse impact on our
ability to renew our product liability insurance or secure new coverage.
- 10 -
-
Protection of Intellectual Property
We believe that
the continued success of our business is dependent on our intellectual
property portfolio consisting of globally registered trademarks, design
patents and utility patents related to the Leatt-Brace®. We believe that a
loss of these rights would harm or cause a material disruption to our business
and, our corporate strategy is to aggressively take legal action against any
violators of our intellectual property rights, regardless of where they may
be. From time to time, we have had to enforce our intellectual property rights
through litigation and we may be required to do so in the future. Such
litigation may result in substantial costs and could divert resources and
management attention from the operations of our business.
Results of Operations
The following summary of our results of operations should be
read in conjunction with our financial statements and the notes thereto for the
three and nine month periods ended September 30, 2016 and 2015 included herein.
The following tables set forth key components of our results of operations for
the periods indicated, both in dollars and as a percentage of sales revenue and
key components of our revenue for the periods indicated in dollars and
percentages.
Three Months Ended September 30, 2016 Compared to the
Three Months Ended September 30, 2015
The following table summarizes the results of our operations
during the three-month periods ended September 30, 2016 and 2015 and provides
information regarding the dollar and percentage increase or (decrease) in such
periods:
- 11 -
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Percentage
|
|
|
|
2016
|
|
|
2015
|
|
|
$ Increase
|
|
|
Increase
|
|
Item
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
$
|
4,631,557
|
|
$
|
4,655,450
|
|
$
|
(23,893
|
)
|
|
-1%
|
|
COST OF REVENUES
|
|
2,183,072
|
|
|
2,201,924
|
|
$
|
(18,852
|
)
|
|
-1%
|
|
GROSS PROFIT
|
|
2,448,485
|
|
|
2,453,526
|
|
$
|
(5,041
|
)
|
|
0%
|
|
PRODUCT ROYALTY INCOME
|
|
16,224
|
|
|
75,268
|
|
$
|
(59,044
|
)
|
|
-78%
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and Wages
|
|
548,829
|
|
|
501,156
|
|
$
|
47,673
|
|
|
10%
|
|
Commissions and Consulting
|
|
144,480
|
|
|
108,020
|
|
$
|
36,460
|
|
|
34%
|
|
Professional Fees
|
|
110,700
|
|
|
126,407
|
|
$
|
(15,707
|
)
|
|
-12%
|
|
Advertising and Marketing
|
|
502,522
|
|
|
504,017
|
|
$
|
(1,495
|
)
|
|
0%
|
|
Office Rent and Expenses
|
|
66,593
|
|
|
60,775
|
|
$
|
5,818
|
|
|
10%
|
|
Research and Development Costs
|
|
402,924
|
|
|
298,200
|
|
$
|
104,724
|
|
|
35%
|
|
Bad Debt Expense
|
|
16,216
|
|
|
59,314
|
|
$
|
(43,098
|
)
|
|
-73%
|
|
General and Administrative
|
|
505,194
|
|
|
435,517
|
|
$
|
69,677
|
|
|
16%
|
|
Depreciation
|
|
103,586
|
|
|
95,677
|
|
$
|
7,909
|
|
|
8%
|
|
Total Operating Expenses
|
|
2,401,044
|
|
|
2,189,083
|
|
$
|
211,961
|
|
|
10%
|
|
INCOME FROM OPERATIONS
|
|
63,665
|
|
|
339,711
|
|
$
|
(276,046
|
)
|
|
-81%
|
|
Other Income (Expense)
|
|
(3,270
|
)
|
|
18,840
|
|
$
|
(22,110
|
)
|
|
-117%
|
|
INCOME BEFORE INCOME TAXES
|
|
60,395
|
|
|
358,551
|
|
$
|
(298,156
|
)
|
|
-83%
|
|
Income Taxes
|
|
21,139
|
|
|
179,585
|
|
$
|
(158,446
|
)
|
|
-88%
|
|
NET INCOME
|
$
|
39,256
|
|
$
|
178,966
|
|
$
|
(139,710
|
)
|
|
-78%
|
|
Revenues
We earn revenues from the sale of our
protective gear, comprising neck braces, body armor, helmets and other products,
parts and accessories both in the United States and abroad. Revenues for the
three months ended September 30, 2016 were $4.63 million, a 1 % decrease,
compared to revenues of $4.66 million for the quarter ended September 30, 2015.
Revenues from sales to international customers were $2.7 million and $3.2
million, or 58% and 69% of revenues, respectively, for the three months ended
September 30, 2016 and 2015. Revenues from sales to our customers in the United
States were $ 1.93 million and $1.45 million, respectively for the three months
ended September 30, 2016 and 2015. The decrease in worldwide revenues is
primarily attributable to a $0.02 million decrease in neck brace sales, and a
$0.2 million decrease in body armor sales, that was partially offset by a $0.07
million increase in helmet sales and a $0.1 million increase in sales of other
products, parts and accessories.
The following table sets forth our revenues by product line for
the three months ended September 30, 2016 and 2015:
|
|
Three months ended September 30
|
|
|
|
2016
|
|
|
% of
Revenues
|
|
|
2015
|
|
|
% of
Revenues
|
|
Neck braces
|
$
|
1,875,724
|
|
|
40%
|
|
$
|
1,894,448
|
|
|
41%
|
|
Body armor
|
|
2,228,104
|
|
|
48%
|
|
|
2,428,008
|
|
|
52%
|
|
Helmets
|
|
74,879
|
|
|
2%
|
|
|
-
|
|
|
0%
|
|
Other Products, Parts and Accessories
|
|
452,850
|
|
|
10%
|
|
|
332,994
|
|
|
7%
|
|
|
$
|
4,631,557
|
|
|
100%
|
|
$
|
4,655,450
|
|
|
100%
|
|
- 12 -
Sales of our flagship neck brace accounted for $1.88 million
and $1.89 million, or 40% and 41% of our revenues for the quarters ended
September 30, 2016 and 2015, respectively. A 16% decrease in neck brace sales
volumes to our customers outside of the United States was the primary reason for
the 1% decrease in neck brace revenues during the third quarter of 2016. The
decrease is attributable to the continued strengthening of the US dollar against
the local currencies of our customers in Australasia and Europe when compared to
the comparative period. Neck brace revenues from sales to our customers in the
United States increased by 12% during the third quarter of 2016 when compared to
the third quarter of 2015.
Our body armor products are comprised of chest protectors, full
upper body protectors, upper body protection vests, back protectors, knee braces
and knee and elbow guards. Body armor sales accounted for $2.22 million and
$2.43 million, or 48% and 52% of our revenues for the quarters ended September
30, 2016 and 2015, respectively. The 8% decrease in body armor revenues was
primarily the result of a 65 % decrease in knee brace sales to our customers
globally, when compared to the 2016 period. Initial stocking shipments of our
C-Frame knee brace to our international customers were made during the third
quarter of 2014 with further stocking shipments made in the first and second
quarters of 2015. The strengthening of the US dollar discussed above has
resulted in decreased sales and consequently increased inventory levels of
C-Frame knee braces at the distributor level.
Our helmets accounted for $0.07 million or 2% of our revenues
for the three months ended September 30, 2016. The 100% increase in helmet
revenues is due to the continuation of the initial shipment of our GPX 5.5
Composite, GPX 6.5 Carbon, DBX 6.0 Carbon and DBX 5.0 Composite helmets that
first shipped to our customers in the United States and abroad during the fourth
quarter of 2015.
Our other products, parts and accessories are comprised of
apparel, aftermarket support items required primarily to replace worn or damaged
parts through our global distribution network, as well as clothing, outerwear
and accessories including hats, jackets, bags, hydration kits and cooling
garments. Other products, parts and accessories sales accounted for $0.45
million and $0.33 million, or 10% and 7% of our revenues for the quarters ended
September 30, 2016 and 2015, respectively. The 36% increase in revenues from the
sale of other products, parts and accessories is primarily due to the initial
shipment of our GPX apparel line designed for off-road motorcycle use.
Cost of Revenues and Gross Profit
Cost of revenues for
the quarters ended September 30, 2016 and 2015 were $2.18 million and $2.20
million, respectively. Gross Profit for the quarters ended September 30, 2016
and 2015 were $2.45 million and $2.45 million, respectively, or 53% and 53% of
revenues respectively. Our neck brace products continue to generate a higher
gross margin than our other product categories. Neck brace revenues accounted
for 40% and 41% of our revenues for the quarters ended September 30, 2016 and
2015 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 September 30, 2016 and
2015 were $16,224 and $75,268, respectively. The 78% decrease in product royalty
income is due to a decrease in sales of our licensed products by licensees in
the 2016 period.
Salaries and Wages
Salaries and wages for the quarters
ended September 30, 2016 and 2015 were $548,829 and $501,156, respectively. This
10% increase in salaries and wages during the 2016 period was primarily due to
the employment of additional international sales and marketing personnel based
in Europe.
Commissions and Consulting Expense
During the quarters
ended September 30, 2016 and 2015, commissions and consulting expenses were
$144,480 and $108,020, respectively. This 34% increase in commissions and
consulting expenses is primarily the result of increased commissions paid to the
Companys sales representatives in the United States in line with the increased
revenues discussed above.
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 September 30, 2016 and 2015
were $110,700 and $126,407, respectively. This 12% decrease in professional fees
is primarily due to decreased spending in product liability litigation in the
2016 period.
Advertising and Marketing
The Company places paid
advertising in various motorsport magazines and online media, and sponsors
several events, teams and individuals to increase product and brand visibility.
Advertising and marketing expenses for the quarters ended September 30, 2016 and
2015 were $502,522 and $504,017, respectively. Advertising and marketing
expenditures during the 2016 period were flat when compared to the prior period.
- 13 -
Office Rent and Expenses
Office rent and expenses for
the quarters ended September 30, 2016 and 2015 were $66,593 and $60,755,
respectively. The 10% increase in office rent and expenses is primarily due to
additional warehouse space required at Two Eleven, our US subsidiary to
accommodate our growing product range.
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
September 30, 2016 increased to $402,924, from $298,200, during the same 2015
quarter. The 35% increase in research and development costs is a result of costs
incurred to widen the Companys product range, as well as the employment of
additional design and development resources.
Bad Debt Expense
Bad Debt Expense for the
quarters ended September 30, 2016 and 2015 were $16,216 and $59,314,
respectively. The 73% decrease in bad debt expense is primarily the result of
the write off of a portion of unrecoverable debt owed to Two Eleven during the
2015 compared period.
General and Administrative Expenses
General and
administrative expenses consist of insurance, travel, merchant fees, telephone,
office and computer supplies. General and administrative expenses for the
quarters ended September 30, 2016 and 2015 were $505,194 and $435,517,
respectively. The 16% increase in general and administrative expenses is
primarily as a result of increased travel costs incurred by the Companys sales
and marketing team in the United States and abroad.
Depreciation Expense
Depreciation Expense for
the quarters ended September 30, 2016 and 2015 were $103,586 and $95,677,
respectively. This 8% increase in depreciation is primarily as a result of the
addition of molds and tooling required for the production of the Companys
widening product range.
Total Operating Expenses
Total operating expenses
increased by $211,961 to $2.4 million in the three months ended September 30,
2016, or 10%, compared to $2.2 million in the 2015 period. This increase is
primarily due to increased research and development and travel costs discussed
above.
Net income
The net income after income taxes for the
quarter ended September 30, 2016 was $39,256 as opposed to a net income after
income taxes of $178,966 for the quarter ended September 30, 2015. This decrease
in net income is primarily due to the decrease in revenues and increase in
operating expenses discussed above.
Nine Months Ended September 30, 2016 Compared to the Nine
Months Ended September 30, 2015
The following table summarizes the results of our operations
during the nine-month periods ended September 30, 2016 and 2015 and provides
information regarding the dollar and percentage increase or (decrease) in such
periods:
- 14 -
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
Percentage
|
|
|
|
2016
|
|
|
2015
|
|
|
$Increase
|
|
|
Increase
|
|
Item
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
$
|
13,152,964
|
|
$
|
13,869,961
|
|
$
|
(716,997
|
)
|
|
-5%
|
|
COST OF REVENUES
|
|
6,206,741
|
|
|
6,407,946
|
|
$
|
(201,205
|
)
|
|
-3%
|
|
GROSS PROFIT
|
|
6,946,223
|
|
|
7,462,015
|
|
$
|
(515,792
|
)
|
|
-7%
|
|
PRODUCT ROYALTY INCOME
|
|
69,755
|
|
|
147,469
|
|
$
|
(77,714
|
)
|
|
-53%
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and Wages
|
|
1,754,043
|
|
|
1,649,801
|
|
$
|
104,242
|
|
|
6%
|
|
Commissions and Consulting
|
|
444,472
|
|
|
445,396
|
|
$
|
(924
|
)
|
|
0%
|
|
Professional Fees
|
|
363,018
|
|
|
587,572
|
|
$
|
(224,554
|
)
|
|
-38%
|
|
Advertising and Marketing
|
|
1,216,916
|
|
|
1,128,772
|
|
$
|
88,144
|
|
|
8%
|
|
Office Rent and Expenses
|
|
193,745
|
|
|
183,826
|
|
$
|
9,919
|
|
|
5%
|
|
Research and Development Costs
|
|
1,083,983
|
|
|
884,583
|
|
$
|
199,400
|
|
|
23%
|
|
Bad Debt Expense (Recovery)
|
|
(6,341
|
)
|
|
78,775
|
|
$
|
(85,116
|
)
|
|
-108%
|
|
General and Administrative
|
|
1,466,992
|
|
|
1,349,849
|
|
$
|
117,143
|
|
|
9%
|
|
Depreciation
|
|
314,584
|
|
|
279,953
|
|
$
|
34,631
|
|
|
12%
|
|
Total Operating Expenses
|
|
6,831,412
|
|
|
6,588,527
|
|
$
|
242,885
|
|
|
4%
|
|
INCOME FROM OPERATIONS
|
|
184,566
|
|
|
1,020,957
|
|
$
|
(836,391
|
)
|
|
-82%
|
|
Other Income
|
|
65,539
|
|
|
26,821
|
|
$
|
38,718
|
|
|
144%
|
|
INCOME BEFORE INCOME TAXES
|
|
250,105
|
|
|
1,047,778
|
|
$
|
(797,673
|
)
|
|
-76%
|
|
Income Taxes
|
|
109,325
|
|
|
390,770
|
|
$
|
(281,445
|
)
|
|
-72%
|
|
NET INCOME
|
$
|
140,780
|
|
$
|
657,008
|
|
$
|
(516,228
|
)
|
|
-79%
|
|
Revenues
Revenues of the nine-month period ended
September 30, 2016 were $13.2 million, a 5% decrease, compared to revenues of
$13.9 million for the period ended September 30, 2015. Revenues associated with
international customers were $7.5 million and $9.11 million, or 57% and 66% of
revenues, respectively, for the nine months ended September 30, 2016 and 2015.
Revenues from sales to our customers in the United States were $5.70 million and
$4.79 million, respectively for the nine months ended September 30, 2016 and
2015. The decrease in worldwide revenues is attributable to a $1.4 million
decrease in neck brace sales and a $0.68 million decrease in body armor sales,
which was partially offset by a $1.3 million increase in helmet sales.
The following table sets forth our revenues by product line for
the nine months ended September 30, 2016 and 2015:
|
|
Nine months ended September 30
|
|
|
|
2016
|
|
|
% of
Revenues
|
|
|
2015
|
|
|
% of
Revenues
|
|
Neck braces
|
$
|
4,769,506
|
|
|
36%
|
|
$
|
6,149,092
|
|
|
44%
|
|
Body armor
|
|
6,209,004
|
|
|
47%
|
|
|
6,886,081
|
|
|
50%
|
|
Helmets
|
|
1,258,093
|
|
|
10%
|
|
|
-
|
|
|
0%
|
|
Other Products, Parts and Accessories
|
|
916,361
|
|
|
7%
|
|
|
834,788
|
|
|
6%
|
|
|
$
|
13,152,964
|
|
|
100%
|
|
$
|
13,869,961
|
|
|
100%
|
|
Sales of our flagship neck brace accounted for $4.8 million and
$6.1 million, or 36% and 44% of our revenues for the nine-month periods ended
September 30, 2016 and 2015, respectively. A 40% decrease in neck brace sales
volumes to our customers outside of the United States was the primary reason for
the 22% decrease in neck brace revenues during the nine months ended September
30, 2016. This decrease is attributable to a 100% decrease in the volumes of
neck braces sold to our OEM customers outside of the
- 15 -
United States during the nine months ended September 30, 2016,
as well as the continued strengthening of the US dollar against the local
currencies in Australasia and Europe compared to the comparative prior period.
Body armor sales accounted for $6.2 million and $6.9 million,
or 47% and 50% of our revenues of the nine-month period ended September 30, 2016
and 2015, respectively. The 10% decrease in body armor revenues was primarily
the result of a 47% decrease in the volume of C-Frame knee braces shipped to our
customers globally. Initial stocking shipments of our C-Frame knee brace to our
international customers were made during the third quarter of 2014, with further
stocking shipments made in the first and second quarters of 2015. The
strengthening of the US dollar discussed above has resulted in decreased sales
and consequently increased inventory levels of C-Frame knee braces at the
distributor level. Management continues to monitor currency fluctuations
globally and evaluate marketing and sales strategies accordingly.
Our helmets accounted for $1.26 million, or 10% of our revenues
for the nine months ended September 30, 2016. The 100% increase in helmet
revenues is due to the continuation of the initial shipment of our GPX 5.5
Composite, GPX 6.5 Carbon helmets, DBX 5.0 Composite and DBX 6.0 Carbon helmets
to our international customers and in the United States during the first nine
months of 2016.
Our other products, parts and accessories are comprised of
apparel, aftermarket support items required primarily to replace worn or damaged
parts through our global distribution network, as well as clothing, outerwear
and accessories including hats, jackets, bags, hydration kits and cooling
garments. Other products, parts and accessories sales accounted for $0.92
million and $0.83 million, or 7% and 6% of our revenues for the nine months
ended September 30, 2016 and 2015, respectively. The 10% increase in revenues
from the sale of other products, parts and accessories is primarily due to the
initial shipment of our GPX apparel line designed for off-road motorcycle
use.
Cost of Revenues and Gross Profit
Cost of revenues for
the nine-month periods ended September 30, 2016 and 2015 were $6.2 million and
$6.4 million, respectively. Gross Profit for the nine-month periods ended
September 30, 2016 and 2015 were $6.9 million and $7.5 million, respectively, or
53% and 54% of revenues respectively. Our neck brace products continue to
generate a higher gross margin than our other product categories. Neck brace
revenues accounted for 36% and 44% of our revenues for the nine months ended
September 30, 2016 and 2015, 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 nine-month periods ended September 30,
2016 and 2015 were $69,755 and $147,469, respectively. The 53% decrease in
product royalty income is due to a decrease in sales of licensed products by
licensees.
Salaries and Wages
Salaries and wages for the
nine-month period ended September 30, 2016 and 2015 were $1,754,043 and
$1,649,801, respectively. This 6% increase in salaries and wages during the 2016
period was due to the vesting of share options issued to key personnel during
the nine-month period ended September 30, 2016 as well as the employment of
additional sales and marketing personnel based in Europe.
Commissions and Consulting Expense
During the
nine-month periods ended September 30, 2016 and 2015, commissions and consulting
expenses were $444,472 and $445,396, respectively. Commission and consulting
expenses were flat when compared to the prior 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 nine-month periods ended September 30, 2016
and 2015 were $363,018 and $587,572, respectively. This 38% decrease in
professional fees is primarily due to decreased spending on product liability
litigation during the 2016 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 nine-month periods ended
September 30, 2016 and 2015 were $1,216,916 and $1,128,772, respectively. The 8%
increase in advertising and marketing expenditures during the 2016 period is
primarily due to the Companys continued implementation of sponsorships,
advertising and marketing campaigns designed to promote the Companys widening
product categories and brand.
Office Rent and Expenses
Office rent and expenses for
the nine-month periods ended September 30, 2016 and 2015 were $193,745 and
$183,826, respectively. The 5% increase in office rent and expenses is primarily
due to additional warehouse space required at Two Eleven, our US subsidiary to
accommodate our growing product range.
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 nine-month periods ended September 30, 2016 and
2015, increased to $1,083,983, from $884,583, during the same 2015 nine-month
period. The 23% increase in research and development costs is a result of costs
incurred to widen the Companys product range, as well as the employment of
additional design and development resources.
- 16 -
Bad Debt Expense (Recovery)
Bad Debt Expense
(Recovery) for the nine-month periods ended September 30, 2016 and 2015 were
($6,341) and $78,775, respectively. This 108% decrease in Bad Debt Expense
(Recovery) is primarily the result of the write off of a portion of
unrecoverable debt owed to Two Eleven during the 2015 compared period.
General and Administrative Expenses
General and
administrative expenses consist of insurance, travel, merchant fees, telephone,
office and computer supplies. General and administrative expenses for the
nine-month periods ended September 30, 2016 and 2015 were $1,466,992 and
$1,349,849, respectively. The 9% increase in general and administrative expenses
is primarily as a result of increased travel expenditures required in the
development of the Companys growing product range as well as in order to
continue the activation of the Companys global merchandising and event
presence.
Depreciation Expense
Depreciation Expense for
the nine-month periods ended September 30, 2016 and 2015 were $314,584 and
$279,953, respectively. This 12% increase in depreciation is primarily as a
result of the addition of molds and tooling required for the production of the
Companys widening product range.
Total Operating Expenses
Total operating expenses
increased by $242,885, to $6.8 million in the nine months ended September 30,
2016, or 4%, compared to $6.6 million in the 2015 period. This increase is
primarily due to increased research and development, advertising and marketing
and travel costs that were partially offset by decreased professional fees
discussed above.
Net income
The net income after income taxes for the
nine-month period ended September 30, 2016 was $140,780 as opposed to a net
income after income taxes of $657,008 for the nine-month period ended September
30, 2015. This decrease in net income is primarily due to the decreased revenues
discussed above.
Liquidity and Capital Resources
At September 30, 2016, we had cash and cash equivalents of
$0.95 million and $0.06 million of short-term investments. The following table
sets forth a summary of our cash flows for the periods indicated:
|
|
September 30
|
|
|
|
2016
|
|
|
2015
|
|
Net cash provided by operating activities
|
$
|
521,820
|
|
$
|
855,835
|
|
Net cash used in investing activities
|
$
|
(93,781
|
)
|
$
|
(236,578
|
)
|
Net cash used in financing activities
|
$
|
(581,003
|
)
|
$
|
(557,703
|
)
|
Effect of exchange rate changes on cash and cash
equivalents
|
$
|
51,632
|
|
$
|
(139,070
|
)
|
Net decrease in cash and cash equivalents
|
$
|
(101,332
|
)
|
$
|
(77,516
|
)
|
Cash and cash equivalents at the beginning of period
|
$
|
1,054,750
|
|
$
|
724,707
|
|
Cash and cash equivalents at the end of period
|
$
|
953,418
|
|
$
|
647,191
|
|
Cash decreased by $101,332, or 10%, for the nine months ended
September 30, 2016. The primary sources of cash for the nine months ended
September 30, 2016 were a net income of $140,780 and decreased prepaid expenses
and other assets of $578,386. The primary uses of cash for the nine months ended
September 30, 2016 were increased accounts receivable of $343,125, payments in
advance of $ 323,623, and the repayment of a short-term loan amounting to
$620,003. As of September 30, 2016, we did not have any credit facilities or
significant amounts owed to third party lenders.
The Company is currently meeting its working capital needs
through cash on hand as well as internally generated cash from operations.
Management believes that its current cash and cash equivalent balances, along
with the net cash generated by operations are sufficient to meet its anticipated
operating cash requirements for at least the next twelve months. There are
currently no plans for any major capital expenditures in the next twelve months.
Our long-term financing requirements depend on our growth strategy, which
relates primarily to our desire to increase revenue both domestically as well as
internationally.
Obligations under Material Contracts
- 17 -
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. 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.
Pursuant to a Premium Finance Agreement, dated October 19,
2015, between the Company and AFCO Acceptance Corporation AFCO, the Company is
obligated to pay AFCO an aggregate sum of $852,081 in eleven payments of
$71,952, at an annual interest rate of 2.897%, commenced on November 1, 2015 and
ended on September 1, 2016. This agreement was paid in full in September 2016.
Pursuant to a Premium Finance Agreement, dated October 13,
2016, between the Company and AFCO Acceptance Corporation AFCO, the Company is
obligated to pay AFCO an aggregate sum of $637,260 in eleven payments of
$58,921, at an annual interest rate of 3.397%, commenced on November 1, 2016 and
ended on September 1, 2017. 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.
Pursuant to a Premium Finance Agreement, dated May 9, 2016,
between the Company and AFCO, the Company is obligated to pay AFCO an aggregate
sum of $59,120 in eleven payments of $5,375 at a 3.397% annual interest rate,
commencing on June 1, 2016 and ending on April 1, 2017. Any late payment during
the term of the agreement will be assessed a late penalty of 5% of the payment
amount due, and in the event of default AFCO has the right to accelerate the
payment due under the agreement. As of September 30, 2016, the Company had not
defaulted on its payment obligations under this agreement.
On July 8, 2015, the Company entered a consulting agreement
with Innovate Services Limited, or Innovate, a Seychelles limited company in
which, Dr. Christopher Leatt, the Companys founder, chairman and executive
director of research and development is an indirect beneficiary. Pursuant to the
terms of the Consulting Agreement, Innovate has agreed to serve as the Companys
exclusive research, development and marketing consultant, in exchange for a
monthly fee of $35,639; 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 6 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. The foregoing description does not purport to be a
complete statement of the parties rights and obligations under the Consulting
Agreement and the transactions contemplated thereby or a complete explanation of
the materials thereof. The foregoing description is qualified in its entirety by
reference to the Consulting Agreement filed as Exhibit 10.1 to the Companys
report on Form 8-K filed on July 8, 2015.
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 and accounting for income
taxes.
Revenue and Cost Recognition
- All manufacturing
of Leatt-Brace products is performed by third party subcontractors 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 (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. Revenue is considered to
be realized or realizable and earned when all of the following criteria are met:
title and risk of loss have passed to the customer, persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed and determinable
and collectability is reasonably assured. Our distributor payment terms range
from pre-payment in full to 60 days after shipment and subsequent sales of our products by distributors have no effect on the amount and
timing of payments due to us. Furthermore, products purchased by distributors
may not be returned to us in the event that any such distributor relationship is
terminated.
- 18 -
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 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. International sales (other than in 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 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.
Allowance for Doubtful Accounts Receivable
-
Accounts receivable consist of amounts due to the Company from normal
business activities. Credit is granted to substantially all distributors on an
unsecured basis. We continuously monitor collections and payments from customers
and maintain an allowance for doubtful accounts receivable based upon historical
experience and any specific customer collection issues that have been
identified. In determining the amount of the allowance, we are required to make
certain estimates and assumptions. Accounts receivable balances that are still
outstanding after we have used reasonable collection efforts are written off as
uncollectible. While such credit losses have historically been minimal, within
our expectations and the provisions established, we cannot guarantee that we
will continue to experience the same credit loss rates that we have in the past.
A significant change in the liquidity or financial position of any of our
significant customers could have a material adverse effect on the collectability
of our accounts receivable and our future operating results.
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 as of the nine-month periods ended September 30, 2016 and 2015 was
$186,899 and $367,587, respectively.
Impairment of Long-Lived Assets
Our
long-lived assets include property and equipment. We evaluate our long-lived
assets for recoverability whenever events or changes in circumstances indicate
that an asset may be impaired. In evaluating an asset for recoverability, we
estimate the future cash flow expected to result from the use of the asset and
eventual disposition. If the expected future undiscounted cash flow is less than
the carrying amount of the asset, an impairment loss, equal to the excess of the
carrying amount over the fair value of the asset, is recognized. We have
determined there was no impairment charge during the nine months ended
September 30, 2016 and 2015.
Income Taxes
- As part of the process of
preparing our consolidated financial statements, we are required to estimate our
income tax provision (benefit) in each of the jurisdictions in which we operate.
This process involves estimating our current income tax provision (benefit)
together with assessing temporary differences resulting from differing treatment
of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included within our consolidated balance
sheets. We regularly evaluate our ability to recover the reported amount of our
deferred income taxes considering several factors, including our estimate of the
likelihood of the Company generating sufficient taxable income in future years
during the period over which the temporary differences reverse.
Recent Accounting Pronouncements
See Note 8, Summary of Significant Accounting Policies 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 of our consolidated financial position, results of
operation and cash flows.
- 19 -
Off-Balance Sheet Arrangements
As of September 30, 2016, 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.