UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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For the quarterly period ended:
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For the transition period from _____________to _____________
Commission File No.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. [
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [_] No [
The number of shares outstanding of each of the issuer's classes of common stock, as of October 31, 2025 is as follows:
| Class of Securities | Shares Outstanding |
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Quarterly Report on Form 10-Q
Nine Months Ended September 30, 2025
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
LEATT CORPORATION
CONSOLIDATED BALANCE SHEETS
| ASSETS | ||||||
| September 30, 2025 | December 31, 2024 | |||||
| Unaudited | Audited | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Restricted cash | ||||||
| Accounts receivable, net | ||||||
| Inventory, net | ||||||
| Payments in advance | ||||||
| Income tax receivable | ||||||
| Prepaid expenses and other current assets | ||||||
| Total current assets | ||||||
| Property and equipment, net | ||||||
| Operating lease right-of-use assets, net | ||||||
| Accounts receivable, net | ||||||
| Deferred tax asset, net | ||||||
| Other Assets | ||||||
| Deposits | ||||||
| Total Assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||
| Notes payable, current | ||||||
| Operating lease liabilities, current | ||||||
| Income tax payable | ||||||
| Short term loan, net of finance charges | ||||||
| Total current liabilities | ||||||
| Notes payable, net of current portion | ||||||
| Operating lease liabilities, net of current portion | ||||||
| Total liabilities | ||||||
| Commitments and contingencies | ||||||
| Preferred stock, $ |
||||||
| Common stock, $ |
||||||
| Additional paid - in capital | ||||||
| Treasury stock, at cost, |
( |
) | ||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||
| Retained earnings | ||||||
| Total stockholders' equity | ||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30 | September 30 | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
| Revenues | $ | $ | $ | $ | ||||||||
| Cost of Revenues | ||||||||||||
| Gross Profit | ||||||||||||
| Product Royalty Income | ||||||||||||
| Operating Expenses | ||||||||||||
| Salaries and wages | ||||||||||||
| Commissions and consulting expenses | ||||||||||||
| Professional fees | ||||||||||||
| Advertising and marketing | ||||||||||||
| Office lease and expenses | ||||||||||||
| Research and development costs | ||||||||||||
| Bad debt expense (recovery) | ( |
) | ( |
) | ( |
) | ||||||
| General and administrative expenses | ||||||||||||
| Depreciation | ||||||||||||
| Total operating expenses | ||||||||||||
| Income (Loss) from Operations | ( |
) | ||||||||||
| Other Income | ||||||||||||
| Interest and other income, net | ||||||||||||
| Total other Income | ||||||||||||
| Income (Loss) Before Income Taxes | ( |
) | ||||||||||
| Income Taxes | ||||||||||||
| Net Income (Loss) Available to Common Shareholders | $ | $ | $ | $ | ( |
) | ||||||
| Net Income (Loss) per Common Share | ||||||||||||
| Basic | $ | $ | $ | $ | ( |
) | ||||||
| Diluted | $ | $ | $ | $ | ( |
) | ||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| Comprehensive Income (Loss) | ||||||||||||
| Net Income (Loss) Available to Common Shareholders | $ | $ | $ | $ | ( |
) | ||||||
| Other comprehensive income (loss), net of $ |
||||||||||||
| Foreign currency translation | ||||||||||||
| Total Comprehensive Income (Loss) | $ | $ | $ | $ | ( |
) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three, Six and Nine Months Ended September 30, 2025
| Accumulated | ||||||||||||||||||||||||||||||
| Preferred Stock A | Common Stock | Treasury Stock | Other | |||||||||||||||||||||||||||
| Number of | Number of | Additional | Number of | Comprehensive | Retained | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid - In Capital | Shares | Amount | Loss | Earnings | Equity | |||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | - | $ | - | $ | ( |
) | $ | $ | |||||||||||||||||||
| Restricted stock awards | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | - | $ | - | $ | ( |
) | $ | $ | |||||||||||||||||||
| Restricted stock awards | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | - | $ | - | $ | ( |
) | $ | $ | |||||||||||||||||||
| Restricted stock awards | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Purchase of treasury stock under share repurchase plan | - | - | ( |
) | ( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three, Six and Nine Months Ended September 30, 2024
| Accumulated | ||||||||||||||||||||||||
| Preferred Stock A | Common Stock | Other | ||||||||||||||||||||||
| Number of | Number of | Additional | Comprehensive | Retained | Total | |||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid - In Capital | Loss | Earnings | Equity | |||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Restricted stock awards | - | - | - | - | - | - | ||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Net loss | - | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| 2025 | 2024 | |||||
| Cash flows from operating activities | ||||||
| Net income (loss) | $ | $ | ( |
) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Depreciation | ||||||
| Stock-based compensation | ||||||
| Bad debts reserve | ( |
) | ( |
) | ||
| Inventory reserve | ||||||
| Deferred asset allowance | ( |
) | ||||
| Gain on sale of property and equipment | ( |
) | ||||
| (Increase) decrease in: | ||||||
| Accounts receivable | ( |
) | ( |
) | ||
| Deferred asset | ||||||
| Inventory | ||||||
| Payments in advance | ( |
) | ( |
) | ||
| Prepaid expenses and other current assets | ( |
) | ( |
) | ||
| Income tax receivable | ||||||
| Long-term accounts receivable | ||||||
| Deposits | ( |
) | ( |
) | ||
| Increase (decrease) in: | ||||||
| Accounts payable and accrued expenses | ||||||
| Income tax payable | ||||||
| Net cash provided by operating activities | ||||||
| Cash flows from investing activities | ||||||
| Capital expenditures | ( |
) | ( |
) | ||
| Proceeds from sale of property and equipment | ||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||
| Cash flows from financing activities | ||||||
| Repayment of notes payable to bank | ( |
) | ( |
) | ||
| Repayment of short-term loan, net | ( |
) | ( |
) | ||
| Purchase of treasury stock under share repurchase plan | ( |
) | ||||
| Net cash used in financing activities | ( |
) | ( |
) | ||
|
Effect of exchange rates on cash, cash equivalents and restricted cash |
||||||
| Net increase in cash, cash equivalents and restricted cash | ||||||
| Cash, cash equivalents and restricted cash - beginning of period | ||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | ||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Restricted cash | ||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for interest | $ | $ | ||||
| Cash paid for income taxes | $ | $ | ||||
| Other noncash investing and financing activities | ||||||
| Common stock issued for services | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
5
LEATT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Basis of presentation
The consolidated balance sheet as of December 31, 2024, was audited and appears in the Form 10-K filed by the Company with the Securities and Exchange Commission on March 28, 2025. The consolidated balance sheet as of September 30, 2025 and the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, changes in stockholders' equity as of and for the three, six and nine months ended September 30, 2025 and 2024, cash flows for the nine months ended September 30, 2025 and 2024, 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 September 30, 2025, 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, 2024, 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 of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, the Company must make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, the Company utilizes historical experience as well as current market information. The reserve for obsolescence was $
Note 3 - Operating Leases - Right-of-Use Assets and Lease Liability Obligations
The Company has three non-cancelable operating leases, for office and warehousing space, that expires in January 2027 and February 2027, respectively. Rent expense for these operating leases is recognized over the term of the lease on a straight-line basis.
Below is a summary of the Company's Operating Right-of-Use Assets and Operating Lease Liabilities as of September 30, 2025 and December 31,2024:
| 2025 | 2024 | |||||
| Assets | ||||||
| Operating lease ROU assets | $ | $ | ||||
| Liabilities | ||||||
| Operating lease liabilities, current | $ | $ | ||||
| Operating lease liabilities, net of current portion | ||||||
| Total operating lease liabilities | $ | $ |
During the nine months ended September 30, 2025 and 2024 the Company recognized operating lease expenses amounting to $
As of September 30, 2025 and December 31, 2024 the following disclosures for the remaining lease terms and incremental borrowing rates were applicable:
|
Supplemental disclosure |
September 30, 2025 |
December 31, 2024 |
|
Weighted average remaining lease term |
|
|
|
Weighted average discount rate |
|
|
Maturities of lease liabilities as of September 30, 2025 were as follows:
| Year ending December 31, | Amounts under Operating Leases | ||
| Remaining 2025 | $ | ||
| 2026 | |||
| 2027 | |||
| Total minimum lease payments | $ | ||
| Less: amount representing interest | $ | ( |
) |
| Total operating lease liabilities | $ |
Supplemental cash flow information for the nine months ended September 30, 2025 and 2024 are as follows:
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||
| Right-of-use assets obtained in exchange for lease obligations | $ | $ |
Note 4 - Revolving line of Credit facility
On November 19, 2018, the Company entered into a $
Note 5 - Short-term Loans
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 through a cash down payment of $
Note 6 - Notes payable
Two Eleven entered into a Note Payable with a bank effective December 17, 2021 in the principal amount of $
Two Eleven entered into a Note Payable with a bank effective December 1, 2022 in the principal amount of $
| September 30, 2025 | December 31, 2024 | |||||
| Liabilities | ||||||
| Note payable, current | $ | $ | ||||
| Note payable, net of current portion | ||||||
| $ | $ |
Note 7 - Revenue and Cost Recognition
The Company's products are sold worldwide to a global network of distributors and dealers, and directly to consumers 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, returns, marketing incentives and allowances in the event of product defect where no exchange of product is possible. Revenues are recognized when performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Product royalty income, representing less than
The Company's standard distributor payment terms range from pre-payment in full to 60 days after shipment and subsequent sales of product by distributors have no effect on the amount and timing of payments due to the Company, however, in limited instances qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk assessments. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.
Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the consumer where 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 and upon shipment of products direct to end consumers which has been sold through digital channels. The Company's standard terms and conditions of sale for non-consumer direct sales do not allow for product returns other than under warranty. Web-based direct sales permits products to be returned or exchanged within 30 days of purchase date.
International sales (other than in the United States and South Africa) are generally drop-shipped directly from the Company's consolidation warehouse or our third-party manufacturing partners to the Company's international distributors. Revenue and related cost of revenue is recognized at the time of shipment from the manufacturer's port when the shipping terms are Free On Board ("FOB") shipping point, Cost and Freight ("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. Sales to all customers (distributors, dealers and consumers) are generally final; however, in limited instances, product may be returned and exchanged due to product quality issues. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.
In the following table, revenue is disaggregated by the source of revenue:
| Nine Months Ended September 2025 | ||||||||||
| 2025 | % of Revenues | 2024 | % of Revenues | |||||||
| Consumer and athlete direct revenues | $ |
$ |
||||||||
| Dealer direct revenues | ||||||||||
| International distributor revenues | ||||||||||
| $ |
$ |
|||||||||
The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at September 30, 2025 and December 31, 2024 was $
Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors on an unsecured basis based on credit risk analysis assessments and procedures. The Company continuously monitors credit reports, collections, communication and payments from customers and maintains an allowance for credit losses based upon the expected credit losses determined utilizing historical experience, the aging of funds outstanding and any specific customer collection issues that have been identified. In determining the amount of the allowance, the Company is required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after the Company has used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within the Company's expectations and the provisions established, macro-economic conditions and customer financial positions are fluid, and the Company cannot guarantee that the Company will continue to experience the same credit loss rates that it has in the past. A significant change in the liquidity or financial position of any of the Company's significant customers could have a material adverse effect on the collectability of the Company's accounts receivable and future operating results. The allowance for short-term credit losses at September 30, 2025 and December 31, 2024 were $
Sales commissions are expensed when incurred, which is generally at the time of sale or cash received from customers, due to a maximum amortization period of one year. These costs are recorded in commissions and consulting expenses within operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).
Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfilment cost and are included in cost of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
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 be 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 September 30, 2025, the Company has no unrecognized tax benefits.
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 nine months ended September 30, 2025, the Company had
Note 10 - Common Stock
Stock-based compensation expense related to vested restricted stock awards during the periods ended September 30, 2025 and 2024 was $
Restricted Stock shall vest and become nonforfeitable in accordance with the vesting schedule contained in the Notice of Restricted Stock Grant, except that 100% of grantee's nonvested shares shall become fully vested upon a change of controls defined in the Notice of Restricted Stock Grant. If grantee's service with the Company ceases for any reason other than grantee's (a) death, (b) disability, (c) retirement, or (d) termination by the Company without cause, any nonvested shares shall be automatically forfeited to the Company.
Share Purchase Plan
On August 12, 2025, the Company announced that the Company's board of directors formally ratified and approved a share purchase plan (the "Plan"). The board of directors has authorized the repurchase of the Company's common stock with a par value of $
Share repurchases may be made from time to time through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time.
Payment for shares repurchased under the share purchase plan are to be funded using the Company's cash on hand and cash flow from operations. As of the effective date, the Company deposited $
As of September 30, 2025,
Note 11 - Preferred Stock
The Company's preferred stock, when issued, is generally convertible to common stock at or above the then current market price of the Company's common stock and therefore, contains no beneficial conversion feature.
Note 12 - Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to provide greater transparency in various income tax components that affect the tax rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. This accounting standard update is effective for annual reporting periods beginning after December 15, 2024. The Company plans to adopt this accounting standard update in the fourth quarter of 2025 and is currently evaluating the impact on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard does not change the expense captions presented on the face of the income statement. Instead, it requires the disaggregation of certain expense captions into specified categories within the footnotes to the consolidated financial statements. This accounting standard update is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
Effective January 1, 2025, the Company adopted Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The adoption of this guidance did not have a material effect on the Company's Consolidated Financial Statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable. This accounting standard update is effective for interim and annual reporting periods beginning after December 15, 2025. The Company does not expect this accounting standard update to have a material impact on its consolidated financial statements and related disclosures.
The Company evaluated all ASU's issued by the FASB for consideration of their applicability. ASU's not included in the Company's disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements.
Note 13 - Segment Information
The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions, resulting in a single reportable segment. The Company has determined that its Chief Operating Decision Maker ("CODM") is its Chief Executive Officer. The Company's CODM reviews the Company's financial information on a consolidated basis for the purpose of making key operating decisions, allocating resources and assessing financial performance.
The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company's consolidated net income (loss), as reported on the consolidated statements of operations and comprehensive income (loss). In addition, the CODM is regularly provided the significant segment expense categories included in the table below, which are reviewed against budgeted expectations to assist in resource allocation decision-making. The CODM does not review assets in evaluating operating performance, and therefore, such information is not presented.
The following table presents selected financial information with respect to the Company's single operating segment for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Cost of Revenues | ||||||
| Gross Profit | ||||||
| Product Royalty Income | ||||||
| Operating Expenses | ||||||
| Salaries and wages | ||||||
| Professional fees | ||||||
| Advertising and marketing | ||||||
| Research and development | ||||||
| General and administrative | ||||||
| Other operating expenses | ||||||
| Operating Expenses | ||||||
| Income (Loss) from Operations | ( |
) | ||||
| Other Income (Expense) | ||||||
| Income Taxes | ( |
) | ( |
) | ||
| Net Income (Loss) | $ | $ | ( |
) |
Note 14 - Related Party Transactions
Royalty fees associated with sales of Leatt-Brace® products are paid to Holdings, a company owned by a director, and a related individual who is a preferred shareholder. Royalties are based on
On November 8, 2021, the Company entered into a consulting agreement with Innovation Services Limited, or Innovation, a Jersey limited company in which the Company's founder and chairman is an indirect beneficiary, pursuant to which Innovation served as the Company's exclusive research, development and marketing consultant. Monthly consulting fees amounting to $
Note 15 - 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 a 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 flow of the Company.
The COVID-19 pandemic had an adverse impact on global shipping and supply chains which caused a disruption in our customers' ordering patterns and ultimately inflated certain industry wide stock levels. Although global shipping and supply chain conditions have improved, elevated industry wide inventory levels and adverse economic conditions compounded by resultant foreign exchange rate volatility and tariff uncertainty may continue to impact levels of dealer and distributor ordering and ultimately consumer spending in the foreseeable future, which may affect the Company's profitability, and could have a negative impact on the Company's results of operations for the coming periods and beyond.
Changes in U.S. and international trade policies, including the imposition of tariffs and retaliatory measures, have created significant uncertainty in global markets. Our business is exposed to risks associated with these evolving policies, which may materially affect our operations, supply chain, and financial performance. Our products are manufactured in Asia which may be subject to increased tariffs. These tariffs may raise our costs and reduce profit margins if we are unable to pass them on to customers. Tariff changes may lead to delays, shortages, or the need to identify alternative suppliers, which could impact production timelines and product availability. Foreign governments may impose retaliatory tariffs or restrictions, further complicating our international operations and market access. The duration and scope of current and future tariffs remain unpredictable. Legal challenges, Congressional action, or executive orders may alter the landscape abruptly. Uncertainty surrounding trade policy may also delay capital investments, hinder long-term planning, and affect our ability to enter new markets or expand existing ones. If these risks materialize, they could adversely affect our financial condition, results of operations, and stock price.
Note 17 - Subsequent Events
The Company has evaluated all subsequent events through the date the financial statements were released.
In October 2025, the Company repurchased an additional
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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 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:
Also, forward-looking statements represent our estimates and assumptions only as of the date of this 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
"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;
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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 controlled by the Company's Chairman and founder, Dr. Christopher Leatt. On May 25, 2005, we changed our name to Leatt Corporation in connection with our anticipated acquisition of the Leatt-Brace® rights. Leatt designs, develops, markets and distributes personal protective equipment for participants in all forms of motor sports and leisure activities, including riders of motorcycles, bicycles, snowmobiles and ATVs. The Company sells its products to customers worldwide through a global network of distributors and retailers. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by other international brands.
The Company's flagship products are based on the Leatt-Brace® system, a patented injection molded neck protection system owned by Xceed Holdings, designed to prevent potentially devastating injuries to the cervical spine and neck. The Company has the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment using this technology, as well as its own developed technology, including the Company's body protection products, and helmets which it markets under the Leatt® brand.
The Company's research and development efforts are conducted at its research facilities, located at its executive headquarters in Cape Town, South Africa. The Company employs 4 full-time employees who are dedicated exclusively to research, development, and testing. The Company also utilizes consultants, academic institutions and engineering companies as independent contractors or consultants, from time to time, to assist it with its research and development efforts. Leatt products have been tested and reviewed internally and by external bodies. All Leatt products are compliant with applicable European Union directives, or CE certified, where appropriate. Depending on the market we have other certifications outside of CE. Specifically, all our motorcycle helmets comply with Economic Commission for Europe (ECE) UN Regulation No. 22 r06, and our bicycle helmet complies with the European Committee for Standardization (CEN) EN-1078 standard. For the US market, our motorcycle helmets comply with the US Department of Transportation (DOT) FMVSS 218 helmet safety standard and our bicycle helmet complies with the US Consumer Product Safety Commission (CPSC) 1203 standard for helmet safety. Our downhill specific bicycle helmets also comply with the American Society for Testing and Materials (ASTM) F1952 standard for downhill racing safety. For the Australian market, our bicycle helmet complies with Australian/New Zealand Standard (AS/NZS) 2063, for the UK market, substantially all of our motorcycle helmets comply with the Auto Cycle Union (ACU) gold standard, for the Japanese market, our Moto 3.5 helmet with the Japanese Standard Association (JSA) JIS T 8133 standard for protective helmets, and for the Brazilian market our Moto 7.5, Moto 3.5, and Moto 2.5 helmets comply with The Brazilian Association of Technical Standards (ABNT) NBR 7471 safety standard. Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5 and Moto 2.5 have CCC approval for the market in China. Our Enduro 4.0 helmet and All-Mountain 4.0 helmet have acquired NTA8776 certification, a new e-bike helmet certification required in the Dutch Technical Agreement (NTA) 8776.
Our products are predominately manufactured in China in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements with third-party manufacturers located there, based on agreed terms. We continue to build manufacturing capacity outside China, namely, in Thailand and Bangladesh. The Company utilizes outside consultants and its own employees to ensure the quality of its products through regular on-site product inspections. Products sold to our international customers are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents.
Leatt earns revenues through the sale of its products through approximately 61 distributors worldwide and 6 e-commerce partners, who in turn sell its products to retailers. Leatt distributors are required to follow certain standard business terms and guidelines for the sale and distribution of Leatt products. Two Eleven and Leatt SA directly distribute Leatt products to dealers and direct to end consumers through digital channels in the United States and South Africa, respectively.
Principal Factors Affecting Our Financial Performance
We believe that the following factors will continue to affect our financial performance:
◾ Global Economic Fragility - The ongoing turmoil in the global economy, especially in the U.S., Asia and Europe, may have an impact on our business and our financial condition if economic conditions do not improve. We sell our products through a global network of distributors and dealers who may have difficulty clearing elevated multi-brand stock, previously ordered in response to industry wide supply chain challenges, which in turn could slow new orders and affect our financial performance. If our customers were to experience prolonged slow growth or recession as a result of these conditions or otherwise, we could see a drop-in demand for our products and potentially difficulty in collecting accounts receivables.
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◾ Trade Restrictions - We engage in international manufacturing and sales which exposes us to trade restrictions and disruptions that could harm our business and competitive position. Most of our products are manufactured in China, and the U.S. administration has announced tariffs on certain products imported into the United States with China as the country of origin. While these tariffs have not had a significant impact on the shipment of our products to international markets as at September 30, 2025, we believe that the future imposition of, or significant increases in, the level of tariffs, custom duties, export quotas and other barriers and restrictions by the U.S. on China or other countries could disrupt our supply chain, increase the cost of our raw materials and therefore our pricing, and impose the burdens of compliance with foreign trade laws, any of which could potentially affect our bottom line and sales. While we are in continuous discussions with our manufacturers to ensure there are contingencies in place, we cannot assure you that we will not be adversely affected by changes in the trade laws of foreign jurisdictions where we sell and seek to sell our products.
◾ Fuel Prices - Significant fluctuations in fuel prices could have both a positive and negative effect on our business and operations. A significant portion of our revenue is derived from international sales and significant fluctuations in world fuel prices could significantly increase the price of shipping or transporting our products which we may not be able to pass on to our customers. On the other hand, fluctuations in fuel prices lead to higher commuter costs which may encourage the increased use of motorcycles and bicycles as alternative modes of transportation and lead to an increase in the market for our protection products.
◾ Product Liability Litigation - We face an inherent business risk of exposure to product liability claims arising from the claimed failure of our products to help prevent the types of personal injury or death against which they are designed to help protect. Therefore, we have acquired very costly product liability insurance worldwide. We have not experienced any material uninsured losses due to product liability claims, but it is possible that we could experience material losses in the future. After a two-week trial in the United States District Court for the Northern District of Ohio (Eastern) ending on April 17, 2014, a federal jury returned a defense verdict for the Company in the first Leatt-Brace® product liability lawsuit to be tried in the United States. The plaintiffs in that case had alleged that defective product design and failure to warn had caused a motocross rider to suffer multiple mid-thoracic spine fractures, causing immediate and permanent paraplegia, when he crashed at a relatively low speed on February 13, 2011. When the accident occurred, he was wearing a helmet and other safety gear from several different companies, including the Company's acclaimed Leatt-Brace®. The Company produced evidence at trial showing that his thoracic paraplegia was an unavoidable consequence of his fall, not the result of wearing a Leatt-Brace®, and that the neck brace likely saved his life (or saved him from quadriplegia) by preventing cervical spine injury. The Company had maintained from the onset that this and a small handful of other lawsuits are without merit and that it would vigorously defend itself in each case. In this case, the plaintiffs subsequently appealed the court's decision, and the parties reached an amicable settlement. Although we carry product liability insurance, a successful claim brought against us could significantly harm our business and financial condition and have an adverse impact on our ability to renew our product liability insurance or secure new coverage.
◾ Protection of Intellectual Property - We believe that the continued success of our business is dependent on our intellectual property portfolio consisting of globally registered trademarks, design patents and utility patents related to the Leatt-Brace®. We believe that a loss of these rights would harm or cause a material disruption to our business and, our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be. From time to time, we have had to enforce our intellectual property rights through litigation, and we may be required to do so in the future. Such litigation may result in substantial costs and could divert resources and management attention from the operations of our business.
◾ Fluctuations in Foreign Currencies - We are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. While our reporting currency is the U.S. Dollar, a portion of our consolidated revenues are denominated in South African Rand, or ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. If the ZAR depreciates against the U.S. Dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. Furthermore, since 77% of our sales are derived outside the U.S., where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.
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Natural or Man-made Catastrophic Events - We are exposed to natural or man-made catastrophic events that may disrupt our business and may reduce consumer demand for our products. A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as the outbreak and global spread of COVID-19 or the coronavirus, or a man-made catastrophic event could cause delays in completing sales, continuing production, or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary manufacturing locations or our distributor locations worldwide. Any of these events could severely affect our ability to conduct normal business operations and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable, such as impacts on our consumers and on consumer purchasing behavior, which could cause delays in new orders, delays in completing sales or even order cancellations. The continued mutation and spread of deadly viruses, economic headwinds caused by global quarantines, or the occurrence of any other catastrophic events, could have a negative impact on our sales revenue for the coming periods and beyond.
Impact of Global Conflict - We are exposed to global conflict, such as the ones in Ukraine and the Middle East, that may disrupt our business and reduce consumer demand for our products. A disruption of global shipping routes, the imposition of government sanctions or other activities resulting from such conflicts could directly affect consumer demand for our products, cause delays in completing sales, shipping of our products, continuing production or performing other critical functions of our business, particularly if a conflict occurs at our primary manufacturing locations or our distributor locations worldwide. Furthermore, prolonged conflict may have unintended global consequences such as increased inflation, fuel and transportation costs. While we have conducted due diligence on our customers in Russia to ensure that they do not fall into any sanctioned categories, we have seen a delay in the receipt of receivables in our bank account from the distributors of our products in Russia caused by enhanced screening of Russian funds in compliance with global sanctions against Russia for the war in Ukraine. The prolonging or expansion of that conflict could have an adverse impact on our consumers and on consumer purchasing behavior, and result in delays of new orders and completing sales, order cancellations, or payment and shipping delays. We will continue to monitor this fluid situation and any adverse impact that it may have on the global economy in general and on our business operations and especially that of our customers, and we will develop contingencies as necessary to address any disruptions to our business operations as they arise.
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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, 2025 and 2024 included herein.
Comparison of Three-Month Periods Ended September 30, 2025 and 2024
The following table summarizes the results of our operations during the three-month periods ended September 30, 2025 and 2024 and provides information regarding the dollar and percentage increase or (decrease) in such periods:
| Three Months Ended September 30, | Percentage | ||||||||||||
| 2025 | 2024 | Increase | Increase | ||||||||||
| Item | (Decrease) | (Decrease) | |||||||||||
| REVENUES | $ | 14,343,992 | $ | 12,138,123 | $ | 2,205,869 | .18% | ||||||
| COST OF REVENUES | 8,027,864 | 6,968,051 | $ | 1,059,813 | 15% | ||||||||
| GROSS PROFIT | 6,316,128 | 5,170,072 | $ | 1,146,056 | 22% | ||||||||
| PRODUCT ROYALTY INCOME | 51,300 | 123,706 | $ | (72,406 | ) | -59% | |||||||
| OPERATING EXPENSES | |||||||||||||
| Salaries and Wages | 1,890,062 | 1,676,828 | $ | 213,234 | 13% | ||||||||
| Commissions and Consulting | 205,300 | 138,124 | $ | 67,176 | 49% | ||||||||
| Professional Fees | 143,857 | 108,627 | $ | 35,230 | 32% | ||||||||
| Advertising and Marketing | 1,157,331 | 1,304,215 | $ | (146,884 | ) | -11% | |||||||
| Office Lease and Expenses | 244,197 | 141,420 | $ | 102,777 | 73% | ||||||||
| Research and Development Costs | 688,223 | 620,019 | $ | 68,204 | 11% | ||||||||
| Bad Debt Expense (Recovery) | 35,284 | (30,788 | ) | $ | 66,072 | 215% | |||||||
| General and Administrative | 1,029,429 | 993,031 | $ | 36,398 | 4% | ||||||||
| Depreciation | 343,565 | 316,404 | $ | 27,161 | 9% | ||||||||
| Total Operating Expenses | 5,737,248 | 5,267,880 | $ | 469,368 | 9% | ||||||||
| INCOME FROM OPERATIONS | 630,180 | 25,898 | $ | 604,282 | 2333% | ||||||||
| Other Income | 100,756 | 105,430 | $ | (4,674 | ) | -4% | |||||||
| INCOME BEOFRE INCOME TAXES | 730,936 | 131,328 | $ | 599,608 | 457% | ||||||||
| Income Taxes | 191,680 | 15,491 | $ | 176,189 | 1137% | ||||||||
| NET INCOME | $ | 539,256 | $ | 115,837 | $ | 423,419 | 366% | ||||||
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Revenues - We earn revenues from the sale of our protective gear comprising of neck braces, body armor, helmets and other products, parts and accessories both in the United States and abroad. Revenues for the quarter ended September 30, 2025 were $14.34 million, a 18 % increase, compared to $12.14 million for the quarter ended September 30, 2024. This increase in worldwide revenues is primarily attributable to a $0.36 million increase in body armor sales, a $0.32 million increase in helmet sales, a $1.41 million increase in sales of other products, parts and accessories and a $0.11 million increase in neck brace sales. Revenues generated from sales to our customers in the United States increased from $3.55 million to $4.29 million, for the three months ended September 30, 2025 and 2024, respectively. Revenues associated with international customers were $10.06 million and $8.58 million, or 70% and 71% of revenues for the quarters ended September 30, 2025 and 2024, respectively. Consumer direct sales and sales to our global distributors continued to increase strongly - increasing by 61% and 17%, respectively, during the third quarter of 2025, as consumer demand for Leatt products and stocking dynamics continued to improve. Dealer direct sales increased by 11% as our sales teams and dealer outreach programs continue to gain momentum.
The following table sets forth our revenues by product line for the quarter ended September 30, 2025 and 2024:
| Three Months Ended September 30, | |||||||||||
| 2025 | % of Revenues | 2024 | % of Revenues | ||||||||
| Neck braces | $ | 856,831 | 6% | $ | 748,610 | 6% | |||||
| Body armor | 6,094,778 | 43% | 5,732,347 | 47% | |||||||
| Helmets | 3,330,855 | 23% | 3,010,612 | 25% | |||||||
| Other products, parts and accessories | 4,061,528 | 28% | 2,646,554 | 22% | |||||||
| $ | 14,343,992 | 100% | $ | 12,138,123 | 100% | ||||||
Sales of our flagship neck brace accounted for $0.86 million and $0.75 million, or 6% and 6% of our revenues for the quarters ended September 30, 2025 and 2024, respectively. The 14% increase in neck brace revenues is primarily attributable to a 39% increase in the volume of neck braces sold when compared to the third quarter of 2024.
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 $6.10 million and $5.73 million, or 43% and 47% of our revenues for the quarters ended September 30, 2025 and 2024, respectively. The 6% increase in body armor revenues was primarily the result of a 46% increase in revenues generated on the sale of footwear, comprising of motorcycle boots and mountain biking shoes, sold during the 2025 period, as stocking dynamics continue to stabilize.
Our helmet sales accounted for $3.33 million and $3.01 million or 23% and 25% of our revenues, for the quarters ended September 30, 2025 and 2024, respectively. The 11% increase in helmet sales during the 2025 third quarter is primarily attributable to strong ADV helmet sales as the Company continued to ship stocking orders of our ADV helmet line up, designed for offroad adventure riding during the third quarter of 2025.
Our other products, parts and accessories are comprised of goggles, hydration bags and apparel items including jerseys, pants, shorts, jackets, bicycle components and aftermarket support items required primarily to replace worn or damaged parts through our global distribution network. Other products, parts and accessories sales accounted for $4.06 million and $2.65 million, or 28% and 22% of our revenues for the quarters ended September 30, 2025 and 2024, respectively. The 53% increase in revenues from the sale of other products, parts and accessories during the 2025 third quarter was primarily due to a 49% increase in revenues generated on the sale of MTB, ADV and MOTO apparel, when compared to the third quarter of 2024.
Cost of Revenues and Gross Profit - Cost of revenues for the quarters ended September 30, 2025 and 2024 were $8.03 million and $6.97 million, respectively. Gross Profit for the quarters ended September 30, 2025 and 2024 were $6.32 million and $5.17 million, respectively, or 44% and 43% of revenues, respectively. The 1% increase in gross profit as a percentage of revenues for the three months ended September 30, 2025, was primarily due to an improvement in shipping and logistics costs as a percentage of domestic and international distributor revenues as management continues to develop and implement shipping and logistics efficiencies.
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, 2025 and 2024 were $51,300 and $123,706, respectively. The 59% decrease in product royalty income is due to a decrease in the sale of licensed products by licensees during the 2025 period.
Salaries and Wages - Salaries and wages for the quarters ended September 30, 2025 and 2024 were $1,890,062 and $1,676,828, respectively. The 13% increase in salaries and wages was primarily due to share compensation costs relating to the recognition of share grants that were issued during the fourth quarter of 2023 were recognized on a straight-line basis during the third quarter of 2025. Additionally, salary costs associated with the employment of marketing professionals globally increased as we continue to build a multi-channel selling organization and global consumer facing brand.
Commissions and Consulting Expense - During the quarters ended September 30, 2025 and 2024, commissions and consulting expenses were $205,300 and $138,124, respectively. The 49% increase in commissions and consulting expenses is primarily the result of an increase in commissions paid to employees and external sales representatives in the United States in line with the increase in domestic sales when compared to the third quarter of 2024.
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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, 2025 and 2024 were $143,857 and $108,627, respectively. The 32% increase in professional fees is primarily due to an increase in audit and corporate legal fees incurred during the 2025 period.
Advertising and Marketing - The Company places paid advertising in various motorsport and bicycle magazines and online media and sponsors a number of events, professional teams and individuals to increase product and brand visibility globally. Advertising and marketing expenses for the quarters ended September 30, 2025 and 2024 were $1,157,331 and $1,304,215, respectively. Although the Company continues to produce and implement coordinated global marketing campaigns that are designed to increase consumer demand for the Companies growing product categories and brand, advertising and marketing costs decreased by 11% during the third quarter primarily due to a decrease in customer incentives included in advertising and marketing expenses when compared to the prior year period.
Office Lease and Expenses - Office lease and expenses for the quarters ended September 30, 2025 and 2024 were $244,197 and $141,420, respectively. The 73% increase in office lease and expenses during the 2025 period is primarily due to the inclusion of consolidation warehousing costs incurred to facilitate consolidated global shipping.
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, 2025, increased to $688,223, from $620,019, during the same 2024 quarter. The 11% increase in research and development costs during the 2025 third quarter is primarily as a result of an increase in expenditure on product certification and homologation costs, as the Company continues to refine and build its product categories.
Bad Debt Expense (Recovery) - Bad debt expense (recovery) for the quarters ended September 30, 2025 were $35,284 and $(30,788), respectively. The 215% increase in bad debt expense (recovery) is primarily the result of an increase in the bad debt provision related to an increase in accounts receivable balances in the United States, when compared to the comparative 2024 period.
General and Administrative Expenses - General and administrative expenses consist of insurance, travel, merchant fees, telephone, office and computer supplies. General and administrative expenses for the quarters ended September 30, 2025 were $1,029,429 and $993,031, respectively. The 4% increase in general and administrative expenses is primarily due to an increase in fees paid to enhance our online presence globally, that were partially offset by a decrease in global travel expenditures incurred.
Depreciation Expense - Depreciation expense for the quarters ended September 30, 2025 and 2024 was $343,565 and $316,404, respectively. The 9% increase in depreciation during the 2025 third quarter is primarily due to the addition of moulds and tooling used in the production of the Company's growing product categories.
Total Operating Expenses - Total operating expenses increased by $469,368, to $5.74 million for the quarter ended September 30, 2025, or 9%, compared to $5.27 million in the 2024 period. This increase is primarily due to increases in salaries and office lease and related expenses that were partially offset be a decrease in advertising and marketing costs during the 2025 period.
Other Income - Other income for the quarters ended September 30, 2025 and 2024 was $100,756 and $105,430, respectively. The 4% decrease in other income is primarily due to interest earned during the third quarter of 2025, in line with a decrease in cash held in an interest-bearing account when compared to the 2024 third quarter as the Company continues to invest in working capital.
Income taxes - Income taxes for the quarters ended September 30, 2025 and 2024 were $191,680 and $15,491, respectively. The increase in income taxes is primarily due to an increase in the provision for income taxes in line with the increase in net income when compared to the prior year period.
Net Income - The net income after income taxes for the quarter ended September 30, 2025 was $0.54 million, as opposed to a net income after income taxes of $0.12 million for the quarter ended September 30, 2024. This 366% increase in net income is primarily due to the increase in revenues and margins discussed above.
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Comparison of Nine-Month Periods Ended September 30, 2025 and 2024
The following table summarizes the results of our operations during the nine-month periods ended September 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) in such periods:
| Nine Months Ended September 30, | Percentage | ||||||||||||
| 2025 | 2024 | Increase | Increase | ||||||||||
| Item | (Decrease) | (Decrease) | |||||||||||
| REVENUES | $ | 45,888,195 | $ | 32,831,288 | $ | 13,056,907 | 40% | ||||||
| COST OF REVENUES | 25,961,861 | 19,731,470 | $ | 6,230,391 | .32% | ||||||||
| GROSS PROFIT | 19,926,334 | 13,099,818 | $ | 6,826,516 | 52% | ||||||||
| PRODUCT ROYALTY INCOME | 184,904 | 255,789 | $ | (70,885 | ) | -28% | |||||||
| OPERATING EXPENSES | |||||||||||||
| Salaries and Wages | 5,593,679 | 4,853,471 | $ | 740,208 | 15% | ||||||||
| Commissions and Consulting | 550,456 | 427,941 | $ | 122,515 | 29% | ||||||||
| Professional Fees | 659,253 | 528,215 | $ | 131,038 | 25% | ||||||||
| Advertising and Marketing | 3,201,595 | 3,379,914 | $ | (178,319 | ) | -5% | |||||||
| Office Lease and Expenses | 589,493 | 456,164 | $ | 133,329 | 29% | ||||||||
| Research and Development Costs | 1,969,508 | 1,804,590 | $ | 164,918 | 9% | ||||||||
| Bad Debt Recovery | (59,375 | ) | (20,510 | ) | $ | (38,865 | ) | -189% | |||||
| General and Administrative | 3,144,070 | 2,913,079 | $ | 230,991 | 8% | ||||||||
| Depreciation | 1,003,179 | 907,788 | $ | 95,391 | 11% | ||||||||
| Total Operating Expenses | 16,651,858 | 15,250,652 | $ | 1,401,206 | 9% | ||||||||
| INCOME (LOSS) FROM OPERATIONS | 3,459,380 | (1,895,045 | ) | $ | 5,354,425 | 283% | |||||||
| Other Income | 300,640 | 178,963 | $ | 121,677 | 68% | ||||||||
| INCOME (LOSS) BEOFRE INCOME TAXES | 3,760,020 | (1,716,082 | ) | $ | 5,476,102 | 319% | |||||||
| Income Taxes | 960,906 | 42,123 | $ | 918,783 | 2181% | ||||||||
| NET INCOME (LOSS) | $ | 2,799,114 | $ | (1,758,205 | ) | $ | 4,557,319 | 259% | |||||
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 nine-month period ended September 30, 2025 were $45.89 million, a 40% increase, compared to revenues of $32.83 million for the nine months ended September 30, 2024. This increase in worldwide revenue is primarily attributable to a $4.91 million increase in body armor sales, a $4.12 increase in other products, parts and accessories, $3.70 million increase in helmet sales, a $0.34 million increase in neck brace sales. Revenues generated from sales to our customers in the United States increased from $11.18 million to $13.26 million, for the nine months ended September 30, 2025 and 2024, respectively. Revenues associated with international customers were $32.63 million and $21.65 million, or 71% and 66% of revenues, respectively, for the nine months ended September 30, 2025 and 2024. Consumer direct sales increased by 37% and dealer direct sales increased by 15% for the first nine months of 2025, with sales to our global distributors increasing by 52%, when compared to the first nine months of 2024, as consumer demand for our products continued to build, sales momentum at the dealer level improved and our distributors continued to invest in our growing product categories.
The following table sets forth our revenues by product line for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | ||||||||||
| 2025 | % of Revenues | 2024 | % of Revenues | |||||||
| Neck braces | $ | 2,238,428 | 5% | $ | 1,898,629 | 6% | ||||
| Body armor | 21,248,757 | 46% | 16,343,151 | 50% | ||||||
| Helmets | 9,836,152 | 21% | 6,139,687 | 19% | ||||||
| Other products, parts and accessories | 12,564,858 | 28% | 8,449,821 | 25% | ||||||
| $ | 45,888,195 | 100% | $ | 32,831,288 | 100% | |||||
Sales of our flagship neck brace accounted for $2.24 million and $1.90 million, or 5% and 6% of our revenues for the nine-month periods ended September 30, 2025 and 2024, respectively. The 18% increase in neck brace revenues is primarily attributable to a 34% increase in the volume of neck braces sold, when compared to the prior year period.
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 $21.25 million and $16.34 million, or 46% and 50% of our revenues for the nine-month periods ended September 30, 2025 and 2024, respectively. The 30% increase in body armor revenues was primarily the result of a 23% increase in the volume of upper body and limb protection and a 47% increase in the volume of footwear, comprising of motorcycle boots and mountain biking shoes, sold during the 2025 period.
20
Our Helmets accounted for $9.83 million and $6.14 million, or 21% and 19% of our revenues for the nine-month periods ended September 30, 2025 and 2024, respectively. The 60% increase in helmet sales during the 2025 period is primarily attributable to a 32% increase in the sales volume of helmets designed for mountain biking, offroad motorcycle and adventure motorcycle riding, when compared to the first nine months of 2024.
Our other products, parts and accessories are comprised of goggles, hydration bags and apparel items including jerseys, pants, shorts, jackets, bicycle components and aftermarket support items required primarily to replace worn or damaged parts through our global distribution network. Other products, parts and accessories sales accounted for $12.56 million and $8.45 million, or 28% and 25% of our revenues for the nine-month periods ended September 30, 2025 and 2024, respectively. The 49% increase in revenues from the sale of other products, parts and accessories is primarily due to a 52% increase in the sales volume of MTB, MOTO and ADV apparel designed for mountain biking, offroad motorcycle and adventure motorcycle riding, respectively, when compared to the first nine months of 2024.
Cost of Revenues and Gross Profit - Cost of revenues for the nine-month periods ended September 30, 2025 and 2024 were $25.96 million and $19.73 million, respectively. Gross Profit for the nine-month periods ended September 30, 2025 and 2024 were $19.93 million and $13.10 million, respectively, or 43% and 40% of revenues respectively. Our neck brace products continue to generate a higher gross margin than our other product categories. Although neck brace revenues accounted for 5% and 6% of our revenues for the nine-month periods ended September 30, 2025 and 2024, respectively, the 3% increase in gross profit as a percentage of revenues for the nine months ended September 30, 2025, was primarily due to dealer direct promotional selling activity during the nine months ended September 30, 2024 designed to turn slower moving inventory. As industry-wide inventory levels stabilize and our dealer direct sales momentum continues, margins earned on dealer direct sales continued to improve. Additionally, shipping costs as a percentage of domestic and international distributor revenues improved as management continues to improve shipping and logistics efficiencies.
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, 2025 and 2024 were $184,904 and $255,789, respectively. The 28% decrease in product royalty income is due to an decrease in the sale of licensed products by licensees during the 2025 period.
Salaries and Wages - Salaries and wages for the nine-month periods ended September 30, 2025 and 2024 were $5,593,679 and $4,853,471, respectively. The 15% increase in salaries and wages during the 2025 period was primarily due to the employment of marketing and digital professionals globally as we continue to build a diversified multi-channel selling organization and build a global consumer facing brand. Additionally, share compensation costs relating to the recognition of share grants that were issued during the fourth quarter of 2023 were recognized on a straight-line basis during the nine month period ended September 30, 2025.
Commissions and Consulting Expense - During the nine-month periods ended September 30, 2025 and 2024, commissions and consulting expenses were $550,456 and $427,941, respectively. This 29% increase in commissions and consulting expenses during the 2025 period is primarily due to an increase in commissions paid to sales professionals in the United States in line with the increase in domestic sales when compared to the first nine months of 2024.
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, 2025 and 2024 were $659,253 and $528,215, respectively. This 25% increase in professional fees is primarily due to an increase in audit and corporate legal fees incurred during the 2025 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, 2025 and 2024 were $3,201,595 and $3,379,914, respectively. Although the Company continues to invest in the production and implementation of marketing campaigns designed to promote brand recognition and the Company's expanding product categories to a wider rider audience, the 5% decrease in advertising and marketing expenditures during the 2025 period is primarily due to a decrease point of sale merchandising costs and international customer incentives that were partially offset by increased expenditures on trade show attendance.
Office Lease and Expenses - Office lease and expenses for the nine-month periods ended September 30, 2025 and 2024, were $589,493 and $456,164, respectively. The 29% increase in office lease and expenses during the 2025 period was primarily due to the inclusion of consolidation warehousing costs incurred to facilitate consolidated global shipping that were partially offset by a decrease in additional warehouse storage rented in the United States during the 2025 period.
21
Research and Development Costs - These costs for the nine-month periods ended September 30, 2025, increased to $1,969,508, from $1,804,590, during the same 2024 period. The 9% increase in research and development costs during the 2025 period is primarily due to increased product certification costs and an increase in salaries related to the employment of research and development staff as the Company continues to refine and build a pipeline of exceptional products.
Bad Debt Recovery - Bad debt recovery for the nine-month periods ended September 30, 2025 and were $59,375 and $20,510, respectively. This 189% decrease in bad debt recovery during the 2025 period is primarily the result of a decrease in amounts owing that were considered to be irrecoverable during the nine-month period ended September 30, 2025, when compared to the comparative 2024 period.
General and Administrative Expenses - General and administrative expenses consist of insurance, travel, merchant fees, telephone, office and computer supplies. General and administrative expenses for the nine-month periods ended September 30, 2025 and 2024 were $3,144,070 and $2,913,079, respectively. The 8% increase in general and administrative expenses during the 2025 period is primarily due to an increase in fees paid to enhance the Company's online presence as it continues to intensify its global e-commerce selling activities, that were partially offset by a decrease in product liability premiums paid when compared to the comparative 2024 period.
Depreciation Expense - Depreciation Expense for the nine-month periods ended September 30, 2025 and 2024 were $1,003,179 million and $907,788, respectively. This 11% increase in depreciation during the 2025 period is primarily due to the addition of moulds and tooling used in the production of the Company's growing product categories and software enhancements utilized to improve buying activity across the Company's web-based platforms.
Total Operating Expenses - Total operating expenses for the nine-month period ended September 30, 2025 increased by $1.40 million to $16.65 million, or 9%, compared to $15.25 million for the nine-month period ended September 30, 2024. This increase in total operating expenses is primarily due to increases in salaries, general and administrative and research and development costs that were partially offset by decreases in advertising and marketing costs and a decrease in bad debt expense during the 2025 period.
Other Income - Other income for the nine-month periods ended September 30, 2025 and 2024 were $300,640 and $178,963, respectively. The 68% increase in other income is primarily due to interest earned during 2025 period in line with an increase in cash held in an interest-bearing account during the period when compared to the period ended September 30, 2024.
Income taxes - Income taxes for the nine-month periods ended September 30, 2025 and 2024 were $960,906 and $42,123, respectively. The increase in income taxes is primarily due to an increase in the provision for income taxes in line with the increase in net income when compared to the prior year period.
Net Income (Loss) - Net income (loss) after taxes for the nine-month period ended September 30, 2025 was $2.80 million, compared to net loss after taxes of $1.76 million, for the nine-month period ended September 30, 2024. This increase in net income during the 2025 period is primarily due to the increase in revenues and margins discussed above.
Liquidity and Capital Resources
At September 30, 2025, we had cash and cash equivalents of $12.40 million. The following table sets forth a summary of our cash flows for the periods indicated:
| September 30 | ||||||
| 2025 | 2024 | |||||
| Net cash provided by operating activities | $ | 1,446,927 | $ | 2,976,400 | ||
| Net cash used in investing activities | $ | (751,948 | ) | $ | (861,567 | ) |
| Net cash used in financing activities | $ | (888,123 | ) | $ | (1,214,251 | ) |
| Effect of exchange rates on cash, cash equivalents and restricted cash | $ | 216,507 | $ | 222,003 | ||
| Net increase in cash, cash equivalents and restricted cash | $ | 23,363 | $ | 1,122,585 | ||
| Cash and cash equivalents and restricted cash at the beginning of period | $ | 12,368,100 | $ | 11,347,420 | ||
| Cash and cash equivalents and restricted cash at the end of period | $ | 12,391,463 | $ | 12,470,005 | ||
22
Cash increased by $23,363 or 0.2%, for the nine months ended September 30, 2025, when compared to $12.37 million cash on hand at December 31, 2024. The primary sources of cash for the nine months ended September 30, 2025 were net income of $2,799,114, an increase in accounts payable and accrued expenses of $1,010,354, an increase in income taxes payable of $958,993 and a decrease in inventory of $611,529. The primary uses of cash for the nine months ended September 30, 2025 were an increase in accounts receivable of $4,313,446, an increase in prepaid expenses and other current assets of $944,530, the repayment of a short term loan amounting to $728,058 and capital expenditures amounting to $771,864.
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 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 September 30, 2025 and 2024, the Company paid an aggregate of $17,115 and $20,301, in licensing fees to Xceed Holdings. In addition, pursuant to a separate license agreement between the Company and Mr. J. P. De Villiers, our former director, the Company is obligated to pay a royalty fee of 1% of all our billed and received neck brace sales revenue, in quarterly installments, based on sales of the previous quarter, to a trust that is beneficially owned and controlled by Mr. De Villiers. During the quarters ended September 30, 2025 and 2024, the Company paid an aggregate of $4,279 and $5,092 in licensing fees to Mr. De Villiers.
Dr. Christopher Leatt is compensated in his capacity as our Research and Development consultant, pursuant to our Consulting Agreement, dated November 8, 2021, with Innovation Services Limited, or Innovation, a Jersey limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. From January 1, 2024, through June 30, 2024, the monthly fee payable by the Company to Innovation was $45,481, from July 1, 2024, through June 30, 2025, the monthly fee payable by the Company to Innovation was $47,072, and commencing July 1, 2025, this monthly fee increased to $48,437. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Company also simultaneously entered into a side letter agreement, dated November 8, 2021, with Dr. Leatt, pursuant to which Dr. Leatt agreed, among other things: (1) not to perform services similar to the services provided under the agreement for any current or future, direct or indirect competitor of the Company or any similar company; (2) not to solicit any current or future employees of the Company for employment with Innovation or any other entity with which he may become affiliated, or to contact or solicit any current or future stockholder or investor of the Company in connection with any matter that is not directly related to the ongoing or future business operations of the Company; and (3) that he will apprise the Company of any business opportunity that he becomes aware of that could benefit the Company so that the Company, can in its sole discretion, make a determination regarding whether to pursue such opportunity in the best interest of the Company and its stockholders. Dr. Leatt further agreed to continue dedicating a majority of his time on matters related to performance of his duties as a director of the Company and to the fulfillment of his obligations to the Company's research and development efforts under the consulting agreement, and the Company will have the right to adjust the amount of the fees payable under the consulting agreement to the extent of any substantial diminution in his fulfillment of such duties and obligations. The foregoing agreements replaced prior agreements in force from June 2018 to November 2021, among the Company, Dr. Leatt and Innovate Services Limited, a Seychelles company, beneficially owned by Dr. Leatt, that wound up operations. The foregoing description of the Consulting Agreement and Side Letter Agreement is qualified in its entirety by reference to the Consulting Agreement and the Side Letter Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference in this report. During the quarters ended September 30, 2025 and 2024, the Company recognized an aggregate of $145,312 and $141,217, respectively, in consulting fees to Innovation.
23
The Company is the holder of a $1,500,000 revolving line of credit through March 1, 2026, pursuant to a line of credit agreement with a U.S. bank, dated November 19, 2018, as amended. Advances under the line of credit bear interest at the greater of the Secured Overnight Financing Rate Daily Floating rate plus spread adjustment or an Index Floor of 1.25 percentage points, plus 2.5 percentage points. Obligations under the line of credit are secured by the United States accounts receivable, inventory, and equipment and fixtures of the Company and its subsidiary, Two Eleven Distribution, LLC. As of September 30, 2025 and December 31, 2024, respectively there were no advances of the line of credit leaving $1,500,000 and $1,500,000 available for advances.
On December 20, 2022, Two Eleven entered into a Loan and Security Agreement with a bank, effective December 1, 2022, to finance certain equipment owned by Two Eleven. The note issued under the agreement, the Equipment Note, has a total value of $58,075, payable by Two Eleven in 36 consecutive monthly installments, commencing on February 5, 2023, and continuing through to January 5, 2026. Interest will accrue on the entire principal amount of the Equipment Note outstanding from time to time, at a fixed rate of 7.8581% per annum, and the principal and interest amount of each installment payment will be $1,816. As of September 30, 2025 and December 31, 2024, $7,147 and $22,561 of this Equipment Note was outstanding, respectively.
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 credit losses, 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 standard distributor payment terms range from pre-payment in full to sixty (60) days after shipment and subsequent sales of our products by distributors have no effect on the amount and timing of payments due to us, however, in limited instances, qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk requirements. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.
Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the ultimate consumer when there is no dealer in the geographic area or the consumer chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer and upon shipment of products direct to end consumers which has been sold through digital channels. The Company's standard terms and conditions of sale for non-consumer direct sales do not allow for product returns other than under warranty. Web-based direct sales permits products to be returned or exchanged within 30 days of purchase date.
International sales (other than in the United States and South Africa) are generally drop-shipped directly from our consolidation warehouse or our third-party manufacturing partner to Company's 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.
24
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 September 30, 2025 and 2024 were $0 and $0, respectively.
Sales commissions are expensed when incurred, which is generally at the time of sale or cash received from customers, due to a maximum amortization period of one year. These costs are recorded in commissions and consulting expenses within operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).
Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfilment cost and are included in cost of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
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 Credit Losses - Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors on an unsecured basis based on credit risk analysis procedures. We continuously monitor credit reports, collections, communication and payments from customers and maintain an allowance for credit losses based upon the expected credit losses determined utilizing historical experience and any specific customer collection issues that have been identified. In determining the amount of the allowance, we are required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after we have used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within our expectations and the provisions established, macro-economic conditions and customer financial positions are fluid, and we cannot guarantee that we will continue to experience the same credit loss rates that we have had in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. The allowance for short-term credit losses at September 30, 2025 and December 31, 2024, was $434,106 and $500,164, respectively. Additionally, an allowance for long-term credit losses will be included for accounts receivables that are anticipated to be collected over a period that is greater than 12 months. The allowance for long-term credit losses at September 30, 2025 and December 31, 2024 was $0 and $3,366, respectively.
Inventory Valuation - Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, we make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, we utilize historical experience as well as current market information. The reserve for obsolescence at September 30, 2025 and December 31, 2024 was $627,809 and $533,953, respectively.
Impairment of Long-Lived Assets - Our long-lived assets include property and equipment. We evaluate our long-lived assets for recoverability whenever events or changes in circumstances indicate that an asset may be impaired. In evaluating an asset for recoverability, we estimate the future cash flow expected to result from the use of the asset and eventual disposition. If the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. We have determined there were no impairment charges during the nine-month periods ended September 30, 2025 and 2024.
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.
25
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 2, "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 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 September 30, 2025, 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 September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
26
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or operating results.
• On February 26, 2025, a lawsuit was filed against the Company and other defendant in the Supreme Court of the State of New York, County of Queens, for alleged violation of the American Disabilities Act of 1990, in connection with the accessibility of the Company's website to visually impaired and/or legally blind individuals who may wish to purchase products thereon. This matter has been settled.
• On July 31, 2025, a lawsuit was filed against the Company with the Court of the Commissioner of Patents in South Africa, for alleged patent infringement. The litigation is in the initial stage, and no hearing date has yet been set. The Company believes that the lawsuit is without merit and intends to defend itself.
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, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
a. None.
b. None
c. Purchases of Equity Securities by the Issuer.
On August 12, 2025, the Company announced that the Company's board of directors formally ratified and approved a share purchase plan. The board of directors also directed management to implement a Rule 10b5-1 trading plan (the "10b5-1 Plan") to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The 10b5-1 Plan provided for an aggregate purchase of currently outstanding common stock up to $750,000 commencing August 19, 2025, through December 31, 2025. Payment for shares repurchased under the share purchase plan were funded using the Company's cash on hand and cash flow from operations. As of September 30, 2025, 10,658 shares were purchased at a cost of $ 136,686.99. All purchased shares will be retired at the end of the 10b5-1 Plan and are reflected as a reduction of common stock for the par value of the shares, with the excess applied as a reduction to retained earnings.
| Issuer Purchases of Equity Securities | ||||
| Period | (a) Total number of shares (or units) purchased |
(b) Average price paid per share (or unit) |
(c) Total number of shares (or units) purchased as part of publicly announced plans or programs |
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
| August 19, 2025, to August 28, 2025. | 4,724.00 | $12.91 | 4,724.00 | $ 689,000.58 |
| September 1, 2025, to September 30, 2025. | 5,934.00 | $12.75 | 5,934.00 | $ 613,313.01 |
| Total | 10,658.00 | 10,658.00 | ||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
27
ITEM 6. EXHIBITS.
28
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: November 6, 2025 | LEATT CORPORATION |
| By: /s/ Sean Macdonald | |
| Sean Macdonald | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive, Financial and Accounting Officer) |
29
EXHIBIT INDEX
30