UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


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

For the transition period from to

Commission file number 001-38858

XPEL, INC.

(Exact name of registrant as specified in its charter)

Nevada

20-1117381

(State or other jurisdiction of incorporation or organization)

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

~~618 W. Sunset Road~~3251 I-35

San Antonio

Texas

~~78216~~78219

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (210) 678-3700

618 W. Sunset Road, San Antonio, Texas 78216

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XPEL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” ~~and "emerging growth company"~~ in Rule 12b-2 of the Exchange Act. ~~(Check one)~~:



Large accelerated filer	☐☒	Accelerated filer	☒☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☒☐

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 accounting 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 Act). Yes ☐ No ☒

The registrant had 27,612,597 shares of common stock outstanding as of ~~August 9, 2021.~~May 10, 2022.

TABLE OF CONTENTS


			Page
Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Income			2
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated ~~Statements~~Statement of Changes in ~~Stockholders'~~ Equity			4
Condensed Consolidated ~~Statements~~Statement of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2927
Item 4. Controls and Procedures			3027

Part II - Other Information
Item 1. Legal Proceedings			3028
Item 1A. Risk Factors			3128
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3128
Item 3. Defaults Upon Senior Securities			3128
Item 4. Mine Safety Disclosures			3129
Item 5. Other Information			3129
Item 6. Exhibits			3129
Signatures			3229

Part I. Financial Information

Item 1. Financial Statements

XPEL, INC.

Condensed Consolidated Balance Sheets


		(Unaudited)		(Audited)			(Unaudited)		(Audited)
		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current	Current					Current
Cash and cash equivalents	Cash and cash equivalents	$	8,733,902	$	29,027,124	Cash and cash equivalents	$	10,595,557	$	9,644,248
Accounts receivable, net	Accounts receivable, net	12,625,703		9,944,213		Accounts receivable, net	15,178,627		13,159,036
Inventory, net	Inventory, net	25,728,267		22,364,126		Inventory, net	74,486,843		51,936,164
Prepaid expenses and other current assets	Prepaid expenses and other current assets	3,207,502		1,441,749		Prepaid expenses and other current assets	3,749,690		3,671,657

Income tax receivable						Income tax receivable	—		617,141
Total current assets	Total current assets	50,295,374		62,777,212		Total current assets	104,010,717		79,028,246
Property and equipment, net	Property and equipment, net	7,556,788		4,706,248		Property and equipment, net	11,364,205		9,898,126
Right-of-use lease assets	Right-of-use lease assets	9,314,337		5,973,702		Right-of-use lease assets	14,443,369		12,909,607
Intangible assets, net	Intangible assets, net	21,902,077		5,423,980		Intangible assets, net	31,977,505		32,732,771
Other non-current assets	Other non-current assets	477,920		486,472		Other non-current assets	851,431		790,339
Goodwill	Goodwill	15,826,655		4,472,217		Goodwill	25,614,110		25,655,428
Total assets	Total assets	$	105,373,151	$	83,839,831	Total assets	$	188,261,337	$	161,014,517
Liabilities	Liabilities					Liabilities
Current	Current					Current
Current portion of notes payable	Current portion of notes payable	$	513,891	$	2,568,172	Current portion of notes payable	$	351,674	$	375,413
Current portion lease liabilities	Current portion lease liabilities	1,145,724		1,650,749		Current portion lease liabilities	3,732,825		2,977,794
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	21,957,708		16,797,462		Accounts payable and accrued liabilities	42,357,330		32,914,615
Income tax payable	Income tax payable	1,382,177		183,961		Income tax payable	656,090		—
Total current liabilities	Total current liabilities	24,999,500		21,200,344		Total current liabilities	47,097,919		36,267,822

Deferred tax liability, net	Deferred tax liability, net	646,921		627,806		Deferred tax liability, net	2,702,639		2,748,283
Other long-term liabilities	Other long-term liabilities	865,066		729,408		Other long-term liabilities	2,429,332		2,630,486
Borrowings on line of credit						Borrowings on line of credit	33,000,000		25,000,000
Non-current portion of lease liabilities	Non-current portion of lease liabilities	8,190,262		4,331,214		Non-current portion of lease liabilities	10,790,979		9,830,128
Non-current portion of notes payable	Non-current portion of notes payable	239,055		3,568,191		Non-current portion of notes payable	—		75,717
Total liabilities	Total liabilities	34,940,804		30,456,963		Total liabilities	96,020,869		76,552,436
Commitments and Contingencies (Note 11)	Commitments and Contingencies (Note 11)	0		0		Commitments and Contingencies (Note 11)	0		0
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Preferred stock, $0.001 par value; authorized 10,000,000; 0ne issued and outstanding		0		0
Preferred stock, $0.001 par value; authorized 10,000,000; none issued and outstanding						Preferred stock, $0.001 par value; authorized 10,000,000; none issued and outstanding	—		—
Common stock, $0.001 par value; 100,000,000 shares authorized; 27,612,597 issued and outstanding	Common stock, $0.001 par value; 100,000,000 shares authorized; 27,612,597 issued and outstanding	27,613		27,613		Common stock, $0.001 par value; 100,000,000 shares authorized; 27,612,597 issued and outstanding	27,613		27,613
Additional paid-in-capital	Additional paid-in-capital	10,412,471		10,412,471		Additional paid-in-capital	10,651,532		10,581,483
Accumulated other comprehensive income (loss)		83,086		66,215
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(685,240)		(590,446)
Retained earnings	Retained earnings	59,909,177		42,876,569		Retained earnings	82,246,563		74,443,431
Total stockholders’ equity	Total stockholders’ equity	70,432,347		53,382,868		Total stockholders’ equity	92,240,468		84,462,081

Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	105,373,151	$	83,839,831	Total liabilities and stockholders’ equity	$	188,261,337	$	161,014,517

See notes to condensed consolidated financial statements.

XPEL, INC.

Condensed Consolidated Statements of Income (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Revenue	Revenue									Revenue
Product revenue	Product revenue	$	58,667,314	$	30,961,996	$	103,598,668	$	54,711,913	Product revenue		$	58,097,446	$	44,931,353
Service revenue	Service revenue	10,068,657		4,843,862		17,003,417		9,482,408		Service revenue		13,766,321		6,934,761
Total revenue	Total revenue	68,735,971		35,805,858		120,602,085		64,194,321		Total revenue		71,863,767		51,866,114

Cost of Sales	Cost of Sales									Cost of Sales
Cost of product sales	Cost of product sales	40,592,311		22,556,696		72,138,858		39,318,109		Cost of product sales		38,193,987		31,546,547
Cost of service	Cost of service	2,896,432		1,510,085		4,929,568		2,840,247		Cost of service		5,953,347		2,033,136
Total cost of sales	Total cost of sales	43,488,743		24,066,781		77,068,426		42,158,356		Total cost of sales		44,147,334		33,579,683
Gross Margin	Gross Margin	25,247,228		11,739,077		43,533,659		22,035,965		Gross Margin		27,716,433		18,286,431

Operating Expenses	Operating Expenses									Operating Expenses
Sales and marketing	Sales and marketing	4,686,693		1,919,529		8,074,523		4,662,778		Sales and marketing		6,311,220		3,387,830
General and administrative	General and administrative	7,888,213		4,679,092		14,239,704		9,748,863		General and administrative		11,369,291		6,351,491
Total operating expenses	Total operating expenses	12,574,906		6,598,621		22,314,227		14,411,641		Total operating expenses		17,680,511		9,739,321

Operating Income	Operating Income	12,672,322		5,140,456		21,219,432		7,624,324		Operating Income		10,035,922		8,547,110

Interest expense	Interest expense	43,940		74,554		96,659		105,112		Interest expense		219,726		52,719
Foreign currency exchange (gain) loss		(62,906)		4,141		(27,294)		419,718
Foreign currency exchange loss										Foreign currency exchange loss		5,126		35,612

Income before income taxes	Income before income taxes	12,691,288		5,061,761		21,150,067		7,099,494		Income before income taxes		9,811,070		8,458,779
Income tax expense	Income tax expense	2,505,739		1,088,071		4,117,459		1,514,450		Income tax expense		2,007,938		1,611,720
Net income	Net income	$	10,185,549	$	3,973,690	$	17,032,608	$	5,585,044	Net income		7,803,132		6,847,059

Earnings per share	Earnings per share									Earnings per share
Basic and diluted		$	0.37	$	0.14	$	0.62	$	0.20
Basic										Basic		$	0.28	$	0.25
Diluted										Diluted		$	0.28	$	0.25
Weighted Average Number of Common Shares	Weighted Average Number of Common Shares									Weighted Average Number of Common Shares
Basic and diluted		27,612,597		27,612,597		27,612,597		27,612,597
Basic										Basic		27,612,597		27,612,597
Diluted										Diluted		27,612,597		27,612,597

See notes to condensed consolidated financial statements.

XPEL, INC.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Other comprehensive income	Other comprehensive income									Other comprehensive income
Net income	Net income	$	10,185,549	$	3,973,690	$	17,032,608	$	5,585,044	Net income		$	7,803,132	$	6,847,059
Foreign currency translation	Foreign currency translation	227,006		443,722		16,871		(316,333)		Foreign currency translation		(94,794)		(210,135)
Total comprehensive income	Total comprehensive income	10,412,555		4,417,412		17,049,479		5,268,711		Total comprehensive income		7,708,338		6,636,924
Total comprehensive income attributable to:
Stockholders of the Company		10,412,555		4,417,412		17,049,479		5,273,244
Non-controlling interest		0		0		0		(4,533)
Total comprehensive income		$	10,412,555	$	4,417,412	$	17,049,479	$	5,268,711

See notes to condensed consolidated financial statements.

XPEL, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Stockholders' Equity - Three Months Ended June 30
Common Stock Additional Paid-in-Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Equity
Attributable to
Stockholders of
the Company Non-Controlling
Interest Total Stockholders’ Equity
Shares Amount
Balance as of March 31, 2020 27,612,597 $ 27,613 $ 10,412,471 $ 26,206,232 $ (1,664,286) $ 34,982,030 $ — $ 34,982,030
Net income — — — 3,973,690 — 3,973,690 — 3,973,690
Foreign currency translation — — — — 443,722 443,722 — 443,722
Balance as of June 30, 2020 27,612,597 27,613 10,412,471 30,179,922 (1,220,564) 39,399,442 — 39,399,442
Balance as of March 31, 2021 27,612,597 27,613 10,412,471 49,723,628 (143,920) 60,019,792 — 60,019,792
Net income — — — 10,185,549 — 10,185,549 — 10,185,549
Foreign currency translation — — — — 227,006 227,006 — 227,006
Balance as of June 30, 2021 27,612,597 $ 27,613 $ 10,412,471 $ 59,909,177 $ 83,086 $ 70,432,347 $ — $ 70,432,347

Stockholders' Equity - Six Months Ended June 30
Common Stock Additional Paid-in-Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Equity
Attributable to
Stockholders of
the Company Non-Controlling
Interest Total Stockholders’ Equity
Shares Amount
Balance as of December 31, 2019 27,612,597 $ 27,613 $ 11,348,163 $ 24,594,878 $ (908,764) $ 35,061,890 $ (168,680) $ 34,893,210
Net income — — — 5,585,044 — 5,585,044 — 5,585,044
Foreign currency translation — — — — (311,800) (311,800) (4,533) (316,333)
Purchase of minority interest — — (935,692) — — (935,692) 173,213 (762,479)
Balance as of June 30, 2020 27,612,597 27,613 10,412,471 30,179,922 (1,220,564) 39,399,442 0 39,399,442
Balance as of December 31, 2020 27,612,597 27,613 10,412,471 42,876,569 66,215 53,382,868 — 53,382,868
Net income — — — 17,032,608 — 17,032,608 — 17,032,608
Foreign currency translation — — — — 16,871 16,871 — 16,871
Balance as of June 30, 2021 27,612,597 $ 27,613 $ 10,412,471 $ 59,909,177 $ 83,086 $ 70,432,347 $ — $ 70,432,347


Stockholders' Equity - Three Months Ended March 31
	Common Stock			Additional Paid-in-Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2020	27,612,597	$	27,613	$	10,412,471	$	42,876,569	$	66,215	$	53,382,868
Net income	—	—		—		6,847,059		—		6,847,059
Foreign currency translation	—	—		—		—		(210,135)		(210,135)
Balance as of March 31, 2021	27,612,597	27,613		10,412,471		49,723,628		(143,920)		60,019,792

Balance as of December 31, 2021	27,612,597	27,613		10,581,483		74,443,431		(590,446)		84,462,081
Net income	—	—		—		7,803,132		—		7,803,132
Foreign currency translation	—	—		—		—		(94,794)		(94,794)
Stock-based compensation	—	—		70,049		—		—		70,049
Balance as of March 31, 2022	27,612,597	$	27,613	$	10,651,532	$	82,246,563	$	(685,240)	$	92,240,468

See notes to condensed consolidated financial statements.

XPEL, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	17,032,608	$	5,585,044	Net income	$	7,803,132	$	6,847,059
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:						Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation of property, plant and equipment	Depreciation of property, plant and equipment	802,697		564,177		Depreciation of property, plant and equipment	756,344		383,090
Amortization of intangible assets	Amortization of intangible assets	685,384		466,121		Amortization of intangible assets	1,076,466		262,606

(Gain) loss on sale of property and equipment, net		(15,725)		5,106
(Gain) loss on sale of property and equipment						(Gain) loss on sale of property and equipment	(14,277)		2,031
Stock compensation						Stock compensation	70,049		—
Bad debt expense	Bad debt expense	122,522		88,451		Bad debt expense	65,599		93,030
Deferred income tax	Deferred income tax	5,700		(50,738)		Deferred income tax	(38,477)		23,655
Accretion on notes payable	Accretion on notes payable	17,998		24,956		Accretion on notes payable	2,659		8,945

Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(849,363)		(45,427)		Accounts receivable	(2,125,248)		(124,628)
Inventory, net	Inventory, net	(2,394,320)		270,890		Inventory, net	(22,584,492)		(2,612,306)
Prepaid expenses and other assets		(1,771,710)		257,599
Income tax receivable		0		94,729
Prepaid expenses and other current assets						Prepaid expenses and other current assets	(77,949)		(685,955)
Income taxes receivable and payable						Income taxes receivable and payable	1,281,199		270,946
Other assets	Other assets	147,605		(419,802)		Other assets	74,262		(113,145)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	4,084,052		3,520,202		Accounts payable and accrued liabilities	9,401,254		4,571,640
Income tax payable		1,205,805		1,421,453
Net cash provided by operating activities		19,073,253		11,782,761

Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	(4,309,479)		8,926,968
Cash flows used in investing activities	Cash flows used in investing activities					Cash flows used in investing activities
Purchase of property, plant and equipment	Purchase of property, plant and equipment	(3,460,813)		(1,041,987)		Purchase of property, plant and equipment	(2,270,513)		(1,405,376)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	15,813		38,469		Proceeds from sale of property and equipment	42,141		238
Acquisition of a business, net of cash acquired		(29,992,449)		(1,247,843)

Development of intangible assets	Development of intangible assets	(200,593)		(198,284)		Development of intangible assets	(363,837)		(114,048)
Net cash used in investing activities	Net cash used in investing activities	(33,638,042)		(2,449,645)		Net cash used in investing activities	(2,592,209)		(1,519,186)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net borrowings on revolving credit agreement						Net borrowings on revolving credit agreement	8,000,000		—
Repayments of notes payable						Repayments of notes payable	(107,954)		(723,236)

(Repayments) borrowings on term loan		(5,056,240)		6,000,000
Repayments of notes payable		(366,689)		(392,394)
Purchase of minority interest		0		(784,653)

Net cash used in provided by financing activities		(5,422,929)		4,822,953
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	7,892,046		(723,236)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(19,987,718)		14,156,069		Net change in cash and cash equivalents	990,358		6,684,546
Foreign exchange impact on cash and cash equivalents	Foreign exchange impact on cash and cash equivalents	(305,504)		138,867		Foreign exchange impact on cash and cash equivalents	(39,049)		(96,193)
(Decrease) increase in cash and cash equivalents during the period		(20,293,222)		14,294,936
Increase in cash and cash equivalents during the period						Increase in cash and cash equivalents during the period	951,309		6,588,353
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	29,027,124		11,500,973		Cash and cash equivalents at beginning of period	9,644,248		29,027,124
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	8,733,902	$	25,795,909	Cash and cash equivalents at end of period	$	10,595,557	$	35,615,477

Supplemental schedule of non-cash activities	Supplemental schedule of non-cash activities					Supplemental schedule of non-cash activities
Notes payable issued for acquisitions		$	0	$	893,317

Non-cash lease financing						Non-cash lease financing	$	2,388,964	$	1,377,579

Supplemental cash flow information	Supplemental cash flow information					Supplemental cash flow information
Cash paid for income taxes	Cash paid for income taxes	$	2,939,097	$	77,026	Cash paid for income taxes	$	769,802	$	1,356,299
Cash paid for interest	Cash paid for interest	$	92,089	$	50,955	Cash paid for interest	$	216,007	$	45,003

See notes to condensed consolidated financial statements.

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

1. INTERIM FINANCIAL INFORMATION

The accompanying (a) condensed consolidated balance sheet as of December 31, ~~2020,~~2021, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements as of and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ have been prepared by XPEL, Inc. (“XPEL” or the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Pursuant to these rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of results to be expected for the full year or for any other interim period, due to variability in customer purchasing patterns and seasonal, operating and other factors.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s ~~annual report~~Annual Report on Form 10-K as filed with the SEC on ~~March 11, 2021.~~February 28, 2022 (the "Annual Report"). These condensed consolidated financial statements also should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations section appearing in this Report.

On May 21, 2021, the Company entered into a new $57 million revolving line of credit facility with Texas Partners Bank which does business as the Bank of San Antonio. Refer to Note 8 for additional information.

On May 25, 2021, the Company entered into a membership interest purchase agreement (“Purchase Agreement”) to acquire PermaPlate Film LLC, a distributor and installer of automotive window films serving automotive dealerships throughout the United States, from its owners, Siskin Enterprises, Inc. and The David and Blaise Jorgensen Trust. The purchase price of this acquisition was $30 million, subject to customary adjustments, and was funded with cash on-hand. Refer to Note 12 for additional preliminary information related to this acquisition.

2. SIGNIFICANT ACCOUNTING POLICIES

Nature of Business - The Company is based in San Antonio, Texas and sells, distributes, and installs protective films and coatings, including automotive paint protection film, surface protection film, automotive and architectural window films and ceramic coatings.

The Company was incorporated in the state of Nevada, ~~U.S.A.~~U.S.A in October ~~2003 and its registered office is 618 W. Sunset Road, San Antonio, Texas, 78216.~~2003.

Basis of Presentation - The condensed consolidated financial statements are prepared in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") and include the accounts of the Company and its wholly owned ~~or majority owned~~ subsidiaries. Intercompany accounts and transactions have been eliminated.

The functional currency for the Company is the United States ~~dollar.~~("U.S.") Dollar. The assets and liabilities of each of its foreign subsidiaries are translated into ~~U.S dollars~~U.S. Dollars using the exchange rate ~~at the end~~as of the balance sheet date. Revenues and expenses are translated at the average exchange rates for the period. Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive ~~income~~loss in the accompanying consolidated balance sheets. Foreign currency exchange gains and losses are presented as foreign currency exchange loss in the

~~XPEL, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2021 and 2020~~

~~(Unaudited)~~

accompanying condensed consolidated statements of income. The ownership percentages and functional currencies of the entities included in these condensed consolidated financial statements are as follows:

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Subsidiaries

Functional Currency

% Owned by XPEL, Inc.

XPEL, Ltd.

UK Pound Sterling

~~100~~

~~Armourfend CAD, LLC~~

~~US Dollar~~

~~100~~

%100%

XPEL Canada Corp.

Canadian Dollar

~~100~~

%100%

XPEL B.V.

Euro

~~100~~

%100%

XPEL Germany GmbH

Euro

~~100~~

%100%

XPEL de Mexico S. de R.L. de C.V.

Peso

~~100~~

%100%

XPEL Acquisition Corp.

Canadian Dollar

~~100~~

%100%

Protex Canada, Inc.

Canadian Dollar

~~100~~

%100%

Apogee Corp.

New Taiwan Dollar

~~100~~

%100%

XPEL Slovakia

Euro

~~100~~

%100%

XPEL ~~France.~~France

Euro

~~100~~

%100%

PermaPlate Film, LLC

US Dollar

~~100~~ 100%

1 One Armor, Inc.

%US Dollar

100%

TintNet, Inc.

US Dollar

100%

North 1 Technologies, Inc.

Canadian Dollar

100%

1716808 Alberta, Ltd. o/a Shadow Tint

Canadian Dollar

100%

6873391 Canada, Ltd. o/a Shadow Shield

Canadian Dollar

100%

invisiFRAME, Ltd.

UK Pound Sterling

100%

Segment Reporting - Management has concluded that ~~XPEL's~~our chief operating decision maker (“CODM”) is ~~the Company's~~our chief executive officer. The Company’s CODM reviews the entire organization’s consolidated results ~~as a whole~~ on a monthly basis to evaluate performance and make resource allocation decisions. Management views the Company’s operations and manages its business as 1 operating segment.

Use of Estimates - The preparation of these condensed consolidated financial statements in conformity to U.S. GAAP requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities atas of the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual outcomes may differ from these estimates under different assumptions and conditions.

Accounts Receivable - Accounts receivable are shown net of an allowance for doubtful accounts of ~~$116,268~~$238,736 and ~~$90,844~~$250,082 as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Company evaluates the adequacy of its allowances by analyzing the aging of receivables, customer financial condition, historical collection experience, the value of any collateral and other economic and industry factors. Actual collections may differ from historical experience, and if economic, business or customer conditions deteriorate significantly, adjustments to these reserves may be required. When the Company becomes aware of factors that indicate a change in a specific customer’s ability to meet its financial obligations, the Company records a specific reserve for credit losses. The Company had no significant accounts receivable concentration as of ~~June 30, 2021. At~~March 31, 2022 or December 31, ~~2020, receivable balances from two large customers accounted for 24.7% of the Company's total trade receivables.~~2021.

Provisions and Warranties - We provide a warranty on ~~the Company's~~our products. Liability under the warranty policy is based on a review of historical warranty claims. Adjustments are made to the accruals ~~based on actual~~as claims ~~data. The Company's~~and data experience warrant. Our liability for warranties as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$45,764~~$152,365 and ~~$52,006,~~$75,329, respectively. The following tables present a summary of ~~the Company's~~our accrued warranty liabilities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and the twelve months ended December 31, ~~2020:~~2021:

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~(Unaudited)

~~(Unaudited)~~


	2022
Warranty liability, January 1	$	75,329
Warranties assumed in period	137,517
Payments	(60,481)
Warranty liability, March 31	$	152,365


	2021
Warranty liability, January 1	$	52,006
Warranties assumed in period	~~100,856~~398,075
Payments	~~(107,098)~~
~~Warranty liability, June 30~~	$	~~45,764~~


	~~2020~~
~~Warranty liability, January 1~~	$	~~65,591~~
~~Warranties assumed in period~~	~~283,458~~
~~Payments~~	~~(297,043)~~(374,752)
Warranty liability, December 31	$	~~52,006~~75,329

~~Recently Adopted Accounting Pronouncements~~

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU was effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. The Company has adopted this ASU without a material change to its condensed consolidated financial statements.

Recent Accounting Pronouncements Issued and Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Measurement of Credit Losses on Financial Instruments”, which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023 and is required to be applied prospectively. We are currently evaluating the impact that ASU 2016-13 will have on ~~the Company's~~our consolidated financial statements.

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. REVENUE

Revenue recognition

The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods and services to a customer, in an amount that reflects the consideration that it expects to receive in exchange for those goods or services. This is achieved through applying the following five-step model:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company generates substantially all of its revenue from contracts with customers, whether formal or implied. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for

~~XPEL, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2021 and 2020~~

~~(Unaudited)~~

collecting and remitting sales taxes, with the exception of taxes assessed during the procurement process of select inventories. Shipping and handling costs are included in cost of sales.

~~Revenues~~Revenue from product and services sales ~~are~~is recognized when control of the goods, or benefit of the service, is ~~transferred~~furnished to the ~~customer which~~customer. This occurs at a point in time, typically upon shipment to the customer or completion of the service. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

Based upon the nature of the products the Company sells, its customers have limited rights of return and ~~these rights~~those present are immaterial. Discounts provided by the Company to customers at the time of sale are recognized as a reduction in sales atas the ~~time of the sale.~~products are sold.

Warranty obligations associated with the sale of ~~the Company's~~our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Warranty expense is included in cost of sales.

We apply a practical expedient to expense direct costs of obtaining a contract when incurred because the amortization period would ~~have been~~be one year or less.

Under its contracts with customers, the Company stands ready to deliver product upon receipt of a ~~customer's~~ purchase order. Accordingly, the Company has no performance obligations under its contracts until its customers submit a purchase order. The Company does not enter into commitments to provide goods or services that have terms greater than one year. In limited cases, the Company ~~requires~~does require payment in advance of shipping product. Typically, product is shipped within a few days after prepayment is received. These prepayments are recorded as contract liabilities on the condensed consolidated balance sheet and are included in accounts payable and accrued liabilities (Note 9). As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient under the Accounting Standards Codification Topic 606 ("ASC ~~606~~606") to omit disclosures regarding remaining performance obligations.

When the Company transfers goods or provides services to a customer, payment is due, subject to normal terms, and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the type of customer and relationship. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient under ASC 606 to not adjust for the effects of a significant financing component. As such, these amounts are recorded as receivables and not contract assets.

The following table summarizes transactions within contract liabilities for the three ~~and six~~ months ended ~~June 30, 2021:~~

~~XPEL, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2021 and 2020~~

~~(Unaudited)~~

March 31, 2022:


Balance, December 31, ~~2020~~2021	$	~~244,837~~817,955
Revenue recognized related to payments included in the December 31, ~~2020~~2021 balance	~~(167,868)~~(556,422)
Payments received for which performance obligations have not been satisfied	~~2,508,251~~180,901
Balance, Effect of foreign currency translation	~~(480)~~(1,690)
Balance, March 31, ~~2021~~2022	$	~~2,584,740~~440,744
~~Revenue recognized related to payments included in the March 31, 2021 balance~~	~~(2,519,452)~~
~~Payments received for which performance obligations have not been satisfied~~	~~552,979~~
~~Effect of foreign currency translation~~	~~1,196~~
~~Balance, June 30, 2021~~	$	~~619,463~~

The table below sets forth the disaggregation of revenue by product category for the periods indicated below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Product Revenue	Product Revenue									Product Revenue
Paint protection film	Paint protection film	$	45,245,403	$	24,248,115	$	81,029,836	$	44,019,235	Paint protection film		$	43,960,520	$	35,784,433
Window film	Window film	11,084,055		5,954,800		18,243,346		9,044,906		Window film		11,533,740		7,159,291
Other	Other	2,337,856		759,081		4,325,486		1,647,772		Other		2,603,186		1,987,629
Total	Total	58,667,314		30,961,996		103,598,668		54,711,913		Total		58,097,446		44,931,353

Service Revenue	Service Revenue									Service Revenue
Software	Software	$	1,054,953	$	809,897	$	2,032,972	$	1,661,469	Software		$	1,206,636	$	978,019
Cutbank credits	Cutbank credits	3,386,177		1,611,858		6,022,012		3,225,122		Cutbank credits		2,929,885		2,635,835
Installation labor	Installation labor	5,358,441		2,391,570		8,472,943		4,413,020		Installation labor		9,255,739		3,114,502
Training	Training	269,086		30,537		475,490		182,797		Training		349,778		206,405
Other										Other		24,283		—
Total	Total	10,068,657		4,843,862		17,003,417		9,482,408		Total		13,766,321		6,934,761

Total	Total	$	68,735,971	$	35,805,858	$	120,602,085	$	64,194,321	Total		$	71,863,767	$	51,866,114

Because many of ~~the Company's~~our international customers require us to ship their orders to freight forwarders located in the United States, we cannot be certain about the ultimate destination of the product. The

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

following table represents ~~the Company's~~our estimate of sales by geographic regions based on ~~the Company's~~our understanding of ultimate product destination based on customer interactions, customer locations and other factors:

~~XPEL, Inc.~~


	Three Months Ended March 31,
		2022		2021
United States		$	41,586,791	$	25,604,612
China		8,858,744		10,705,495
Canada		7,850,256		4,946,175
Continental Europe		5,662,921		4,324,510
United Kingdom		2,427,777		1,785,796
Middle East/Africa		2,049,348		1,962,630
Asia Pacific		2,032,635		1,591,575
Latin America		1,205,967		916,578
Other		189,328		28,743
Total		$	71,863,767	$	51,866,114

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2021 and 2020~~

~~(Unaudited)~~

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
United States $ 34,295,938 $ 16,118,729 $ 59,900,550 $ 31,671,767
China 12,625,525 9,987,370 23,331,020 12,011,879
Canada 8,876,861 3,958,167 13,823,036 8,133,364
Continental Europe 5,214,535 2,897,562 9,539,045 5,691,304
United Kingdom 2,133,203 630,720 3,918,999 1,747,148
Asia Pacific 2,056,340 1,141,191 3,647,915 1,911,235
Latin America 1,029,280 484,358 1,945,858 962,053
Middle East/Africa 2,413,564 561,510 4,376,194 1,850,566
Other 90,725 26,251 119,468 215,005
Total $ 68,735,971 $ 35,805,858 $ 120,602,085 $ 64,194,321

~~XPEL's~~Our largest customer accounted for ~~18.4%~~12.3% and ~~27.9%~~20.6% of ~~the Company's~~our net sales during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively and 19.3% and 18.7% of the Company's net sales during the six months ended June 30, 2021 and 2020,~~ respectively.

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:


		June 30, 2021		December 31, 2020	March 31, 2022			December 31, 2021
Furniture and fixtures	Furniture and fixtures	$	1,494,728			$	1,349,037		Furniture and fixtures	$	2,380,478	$	2,146,522
Computer equipment	Computer equipment	1,707,872				1,482,911			Computer equipment	2,451,520		2,201,462
Vehicles	Vehicles	788,445				760,335			Vehicles	857,663		821,678
Equipment	Equipment	2,314,149				1,955,254			Equipment	4,232,513		3,571,517
Leasehold improvements	Leasehold improvements	2,126,182				2,055,798			Leasehold improvements	5,316,338		5,137,705
Plotters	Plotters	1,639,932				1,282,630			Plotters	2,325,327		2,132,930
Construction in Progress	Construction in Progress	2,776,949				321,764			Construction in Progress	581,104		117,505
Total property and equipment	Total property and equipment	12,848,257				9,207,729			Total property and equipment	18,144,943		16,129,319
Less: accumulated depreciation	Less: accumulated depreciation	5,291,469				4,501,481			Less: accumulated depreciation	6,780,738		6,231,193
Property and equipment, net	Property and equipment, net	$	7,556,788			$	4,706,248		Property and equipment, net	$	11,364,205	$	9,898,126

Depreciation expense for the three months ended ~~June 30,~~March 31, 2022 and 2021 was $756,344 and ~~2020 was $419,607 and $293,860, respectively. For the six months ended June 30, 2021 and 2020, depreciation expense was $802,697 and $564,177,~~$383,090, respectively.

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

5. INTANGIBLE ASSETS, NET

Intangible assets consists of the following:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Trademarks	Trademarks	$	426,254	$	373,374	Trademarks	$	503,350	$	500,136
Software	Software	2,746,795		2,598,985		Software	3,791,035		3,431,276
Trade name	Trade name	502,930		497,545		Trade name	2,523,159		2,578,877
Contractual and customer relationships	Contractual and customer relationships	22,032,432		5,043,915		Contractual and customer relationships	31,350,376		31,325,826
Non-compete	Non-compete	466,297		458,536		Non-compete	463,237		458,655
Other	Other	214,266		213,218		Other	698,120		692,862
Total cost		26,388,974		9,185,573
Total at cost						Total at cost	39,329,277		38,987,632
Less: Accumulated amortization	Less: Accumulated amortization	4,486,897		3,761,593		Less: Accumulated amortization	7,351,772		6,254,861
Intangible assets, net	Intangible assets, net	$	21,902,077	$	5,423,980	Intangible assets, net	$	31,977,505	$	32,732,771

Amortization expense for the three months ended ~~June 30,~~March 31, 2022 and 2021 was $1,076,466 and ~~2020 was $422,778 and $232,225,~~$262,606, respectively. ~~For the six months ended June 30, 2021 and 2020, amortization expense was $685,384 and $466,121, respectively.~~

~~The Company completed the acquisition of a business during the six months ended June 30, 2021. Refer to Note 12 for additional information related to intangible assets added from this acquisition.~~

6. GOODWILL

The following table summarizes goodwill transactions for the ~~six~~three months ended ~~June 30, 2021 and 2020:~~March 31, 2022 the twelve months ended December 31, 2021:


	2022
Balance at December 31, ~~2019~~2021	$	~~2,406,512~~25,655,428
~~Additions~~Open period adjustments for 2021 acquisitions not yet finalized	~~1,184,774~~ (37,585)
Foreign Exchange	~~(93,403)~~(3,733)
Balance at ~~June 30, 2020~~March 31, 2022	$	~~3,497,883~~25,614,110

	2021
Balance at December 31, 2020	$	4,472,217
Additions	~~11,271,949~~21,284,381
Foreign Exchange	~~82,489~~ (101,170)
Balance at ~~June 30,~~December 31, 2021	$	~~15,826,655~~25,655,428

~~The Company completed the acquisition of a business during the six months ended June 30, 2021. Refer to Note 12 for additional information related to goodwill added from this acquisition.~~

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

7. INVENTORIES

The components of inventory are summarized as follows:

June 30, 2021 December 31, 2020
Film and film based products $ 23,147,378 $ 20,170,756
Other products 2,211,498 1,717,236
Packaging and supplies 479,322 589,225
Inventory reserve (109,931) (113,091)
$ 25,728,267 $ 22,364,126


	March 31, 2022		December 31, 2021
Raw materials	$	7,684,430	$	2,698,512
Work in process	3,720,554		180,009
Finished goods	63,081,859		49,057,643
	$	74,486,843	$	51,936,164

8. DEBT

REVOLVING FACILITIES

The Company has a ~~$57.0 million~~$75,000,000 revolving line of credit with Texas Partners Bank (which does business as the Bank of San Antonio) ~~and a revolving credit facility maintained by the Company's Canadian subsidiary.~~. The Texas Partners Bank facility was established on May 21, 2021 and replaced an $8.5 million revolving facility and a $6.0 million term loan facility. The outstanding balances on these prior loan agreements were fully repaid by the Company and these agreements were terminated when we entered into the new facility. The new facility is utilized to fund the Company's working capital needs and other strategic initiatives, and is secured by a security interest in substantially all of the Company's current and future assets. Borrowings under the credit agreement bear interest on ~~borrowed amounts~~ at the Wall Street Journal U.S. Prime Rate less 0.75% per annum if the Company's EBITDA ratio (as defined in the Loan Agreement governing the facility) is equal to or less than 2.00 to 1.00 or the Wall Street Journal U.S. Prime rate less 0.25% if the Company's EBITDA ratio ~~(as defined in the facility)~~ is greater than 2.00 to 1.00. The ~~new~~ facility also ~~contains~~includes a fee of 0.25% of the unused capacity on the facility. The interest rate for this ~~new~~ credit facility as of ~~June 30,~~March 31, 2022 and December 31, 2021 was 2.75% and 2.50%., respectively. The Company paid interest charges on borrowings under this ~~new~~ facility of ~~$20,084~~$216,007 during the three months ended ~~June 30, 2021. As~~March 31, 2022, and had a balance of ~~June 30,~~$33,000,000 and $25,000,000 as of March 31, 2022 and December 31, 2021, ~~0 balance was outstanding on this line.~~respectively. This ~~new~~ facility matures on July 5, 2024.

The Loan Agreement governing the ~~new~~ facility contains customary covenants relating to maintaining legal existence and good standing, complying with applicable laws, delivery of financial statements, payment of taxes and maintaining insurance. The Loan Agreement contains ~~two~~2 financial covenants:

(1) Senior Funded Debt (as defined in the Loan Agreement) divided by EBITDA (as defined in the Loan Agreement) at or below 3.50 : 1.00 when tested at the end of each fiscal quarter on a rolling four-quarter basis, and

(2) A minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 1.25 : 1.00 at the end of each fiscal quarter when measured on a rolling four-quarter basis.

~~As of June 30, 2021 and December 31, 2020, the~~The Company ~~was in compliance with all debt covenants.~~

~~XPEL Canada Corp., a wholly-owned subsidiary of XPEL, Inc.,~~ also has a ~~Canadian Dollar (“CAD”)~~CAD $4.5 million revolving credit facility through HSBC Bank ~~Canada.~~Canada, and is maintained by XPEL Canada Corp., a wholly-owned subsidiary of XPEL. This Canadian facility is utilized to fund the Company's working capital needs in Canada. This facility bears interest at HSBC Canada Bank’s prime rate plus 0.25% per annum and is guaranteed by the parent company. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 0 balance was outstanding on this ~~facility.~~line of credit.

As of March 31, 2022 and December 31, 2021, the Company was in compliance with all debt covenants.

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

NOTES PAYABLE

As part of its acquisition strategy, the Company may use a combination of cash and unsecured non-interest bearing promissory notes payable to fund its business acquisitions. The Company discounts the promissory ~~notes, if used,~~note to fair value using market interest rates at the time of the acquisition.

Notes payable are summarized as follows:


		Weighted Average Interest Rate	Matures	June 30, 2021		December 31, 2020			Weighted Average Interest Rate	Matures	March 31, 2022		December 31, 2021
Term-loan		3.50%	2023	$	0	$	5,056,240
Face value of acquisition notes payable	Face value of acquisition notes payable	2.57%	2023	778,882		1,428,384		Face value of acquisition notes payable	2.81%	2023	$	355,918	$	458,188
Total face value of notes payable				778,882		6,484,624
Unamortized discount	Unamortized discount			(25,936)		(348,261)		Unamortized discount			(4,244)		(7,058)
Current portion	Current portion			(513,891)		(2,568,172)		Current portion			(351,674)		(375,413)
Total long-term debt	Total long-term debt			$	239,055	$	3,568,191	Total long-term debt			$	—	$	75,717

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The following table presents significant accounts payable and accrued liability balances as of the periods ending:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Trade payables	Trade payables	$	17,772,690	$	12,987,487	Trade payables	$	36,177,802	$	25,174,805
Payroll liabilities	Payroll liabilities	2,283,522		2,266,643		Payroll liabilities	2,063,180		3,385,307
Contract liabilities	Contract liabilities	619,463		244,837		Contract liabilities	440,744		817,955
Acquisition holdback payments						Acquisition holdback payments	2,018,311		2,007,294
Other liabilities	Other liabilities	1,282,033		1,298,495		Other liabilities	1,657,293		1,529,254
		$	21,957,708	$	16,797,462		$	42,357,330	$	32,914,615

10. FAIR VALUE MEASUREMENTS

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1 – Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions.

Financial instruments include cash and cash equivalents, ~~(Level 1),~~ accounts receivable, accounts payable, our line of credit, and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, our line of credit, and short-term borrowings approximate fair value because of the near-term maturities of these financial instruments. The carrying value of the Company’s

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

~~of these financial instruments. The carrying value of the Company’s~~ notes payable approximates fair value due to the relatively short-term nature and interest rates of the notes. The carrying value of the Company's long-term debt approximates fair value due to the interest rates being market rates. ~~For discussion of the fair value measurements related to goodwill refer to Note 6, Goodwill, of the consolidated financial statements for periods ended June 30, 2021 and 2020, respectively.~~

The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining ~~maturities (Level 2 inputs and valuation techniques).~~maturities.

The Company incurred contingent liabilities in relation to ~~one if its~~the 2021 acquisition of invisiFRAME Ltd. and the 2020 ~~acquisitions.~~acquisition of Veloce Innovation. The ~~payment~~payments of these liabilities is contingent on attainment of certain revenue performance metrics in future years. The fair value of these liabilities was determined using a Monte Carlo Simulation method based on the probability and timing of certain future payments related to these metrics. These liabilities are accounted for as Level 3 liabilities within the fair value hierarchy.

Liabilities measured at fair value on a recurring basis as of the dates noted below are as follows:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Level 3:	Level 3:					Level 3:
Contingent Liabilities	Contingent Liabilities	$	475,031	$	571,833	Contingent Liabilities	$	2,493,860	$	2,665,033

We assessed the fair value of ~~these~~our contingent ~~considerations~~consideration liabilities as of ~~June 30, 2021. This assessment resulted in a reduction in~~March 31, 2022 and reduced the ~~fair~~carrying value of ~~the~~our Veloce-related contingent liability ~~of $96,802.~~by $50,000. This reduction is reflected in general and administrative expenses in the Condensed Consolidated Statement of Income for the ~~six~~three months ended ~~June 30, 2021.~~

March 31, 2022. The remainder of the decrease in our contingent liabilities is attributable to foreign currency fluctuations or to non-finalized acquisition related valuations. These decreases are recorded in accumulated other comprehensive loss and goodwill, respectively.

11. COMMITMENTS AND ~~CONTINGENCIES~~

CONTINGENCIES

In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required. Management also has determined that the likelihood of any litigation and claims having a material impact on ~~the Company's~~our results of operations, cash flows or financial position is remote.

12. ~~ACQUISITION OF A BUSINESS~~EARNINGS PER SHARE

We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes effect of granted incremental restricted stock units.

The ~~Company completed the~~ following ~~acquisition during the six months ended June 30, 2021:~~

~~Acquisition Date~~

~~Name/Location/Description~~

~~Purchase Price~~

~~Acquisition Type~~

~~Acquisition Purpose~~

~~May 25, 2021~~

~~PermaPlate Film LLC, Salt Lake City, Utah, United States, Window film distribution and installation business~~

~~30,000,000~~

~~Membership Interest Purchase~~

~~Market Expansion~~

~~The total preliminary purchase price for the acquisition completed during the six months ended June 30, 2021~~table reconciles basic and ~~a preliminary allocation of that purchase price are set forth~~diluted weighted average shares used in the ~~table below. The purchase~~computation of earnings per share:

XPEL, Inc.

Notes to Condensed Consolidated Financial Statements

~~June 30, 2021 and 2020~~

(Unaudited)

~~agreement provides for customary purchase price adjustments related to acquired working capital that have not yet been finalized.~~


	(Unaudited) PermaPlate Film
~~Purchase Price~~
~~Cash~~	$	~~30,000,000~~

	$	~~30,000,000~~

~~Allocation~~
~~Cash~~	$	~~7,551~~
~~Accounts receivable~~	~~1,951,225~~
~~Inventory~~	~~968,603~~


~~Property, plant, and equipment~~	~~184,366~~

~~Customer relationships~~	~~16,910,704~~

~~Goodwill~~	~~11,271,949~~
~~Accounts payable and accrued liabilities~~	~~(1,294,398)~~



	$	~~30,000,000~~

~~Intangible assets acquired in 2021 have a weighted average useful life of 9 years. These intangible assets will be amortized on a straight line basis over that period.~~

Goodwill from this acquisition is deductible for tax purposes. The goodwill represents the acquired employee knowledge of the various markets, distribution knowledge by the employees of the acquired business, as well as the expected synergies resulting from the acquisition.

~~Acquisition costs incurred related to this acquisition were immaterial and were included in selling, general and administrative expenses.~~

The acquired company was consolidated into the Company's financial statements on its acquisition date. The amount of revenue and net income of this acquisition which has been consolidated into the Company's financial statements for the three and six months ended June 30, 2021 was $2,474,496 and $367,647, respectively.

The following unaudited consolidated pro forma combined financial information presents the Company's results of operations, including the estimated expenses relating to the amortization of intangibles purchased, as if this acquisition had occurred on January 1, 2021 and 2020:

Six Months Ended June 30,
2021 (unaudited) 2020 (unaudited)
Revenue $ 130,481,516 $ 73,227,881
Net income $ 16,892,973 $ 6,986,826

The unaudited consolidated pro forma combined financial information does not purport to be indicative of the results which would have been obtained had the acquisition been completed as of the beginning of the earliest period presented or of results that may be obtained in the future. In addition, they do not include any benefits that may result from the acquisition due to synergies that may be derived from the elimination of any duplicative costs.

~~XPEL, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2021 and 2020~~

~~(Unaudited)~~


	Three Months Ended March 31,
Numerator	2022		2021
Net income	$	7,803,132	$	6,847,059
Denominator
Weighted average basic shares	27,612,597		27,612,597
Dilutive effect of restricted stock units	—		—
Weighted average diluted shares	27,612,597		27,612,597
Earnings per share
Basic	$	0.28	$	0.25
Diluted	$	0.28	$	0.25

13. ~~SUBSEQUENT EVENTS~~ACQUISITIONS OF BUSINESS

~~On July 15,~~We acquired 7 business during the twelve months ended December 31, 2021. The purchase price and purchase price allocation for acquisitions completed after May 2021 ~~the Compensation Committee~~have not been finalized and remain preliminary in nature. These figures will be finalized within one year of the Board of Directors approved the issuance of Restricted Stock Units ("RSUs") to certain key company executives pursuant to the Company's 2020 Equity Incentive Plan which was approved by the Company's stockholders in May 2020. A total of 17,520 RSUs were granted at a grant price of $84.19 per unit. These RSUs vest equally over four years. Upon vesting, the RSUs will be settled in shares of the Company's Common Stock.acquisition date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess the financial condition and results of operations of XPEL, Inc. (“XPEL” or the “Company”). Statements that are not historical are forward-looking and involve risks and uncertainties discussed under the heading “Forward-Looking Statements” in this report and under “Business," "Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Financial Statements and Supplementary Data" in ~~our annual report on Form 10-K~~the Annual Report which ~~was filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 and~~ is available on the SEC’s website at www.sec.gov.

Forward-Looking Statements

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to the safe harbor created by those sections. In addition, the Company or others on the Company’s behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on the Company’s internet web site, or otherwise. All statements other than statements of historical facts included in this report or expressed by the Company orally from time to time that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements, including, in particular, the statements about the Company’s plans, objectives, strategies, and prospects regarding, among other things, the Company’s financial condition, results of operations and business, and the outcome of contingencies, such as legal proceedings. The Company has identified some of these forward-looking statements in this report with words like “believe,” “can,” “may,” “could,” “would,” “might,” “forecast,” “possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate,” “outlook,” or “continue” or the negative of these words or other words and terms of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to the Company’s

condensed consolidated financial statements and elsewhere in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on current expectations about future events affecting the Company and are subject to uncertainties and factors that affect all businesses operating in a global market as well as matters specific to the Company. These uncertainties and factors are difficult to predict, and many of them are beyond the Company’s control. Factors to consider when evaluating these forward-looking statements include, but are not limited to:

•~~One supplier is the main source of our paint protection film.~~We could be impacted by disruptions in supply.

•We currently rely on one distributor for sales of our products in China.

•A material portion of our business is in China, which may be an unpredictable market and is currently suffering trade tensions with the U.S.

•We must continue to attract, retain and develop key personnel.

•Our accounting estimates and risk management processes rely on assumptions or models that may prove inaccurate.

•We must maintain an effective system of internal control over financial reporting to keep stockholder confidence.

•Our industry is highly competitive.

•Our business is highly dependent on automotive sales and production volumes.

•Our North American market is currently designed for the public’s use of car dealerships to purchase automobiles which may dramatically change.

•Our revenue could be impacted by growing use of ride-sharing or other alternate forms of car ownership.

•~~The growing popularity of electric vehicles and other technology could impact our revenue or render some of our products obsolete.~~

•We must be effective in developing new lines of business and new products to maintain growth.

•Any disruptions in our relationships with independent installers and new car dealerships could harm our sales.

•Our strategy related to acquisitions and investments could be unsuccessful or consume significant resources.

•We must maintain and grow our network of sales, distribution channels and customer base to be successful.

•We are exposed to a wide range of risks due to the multinational nature of our business.

•We must continue to manage our rapid growth effectively.

•We are subject to claims and litigation in the ordinary course of our business, including product liability and warranty claims.

•~~We are an “emerging growth company” which may impact investor perception of our Company.~~

•We must comply with a broad and complicated regime of domestic and international trade compliance, anti-corruption, economic, intellectual property, cybersecurity, data protection and other regulatory regimes.

•We may seek to incur substantial indebtedness in the future.

•Our growth may be dependent on the availability of capital and funding.

•Our Common Stock could decline or be downgraded at any time.

•Our stock price has been, and may continue to be, volatile.

•We may issue additional equity securities that may affect the priority of our Common Stock.

•We do not currently pay dividends on our Common Stock.

•Shares eligible for future sale may depress our stock price.

•Anti-takeover provisions could make a third party acquisition of our Company difficult.

•Our directors and officers have substantial control over us.

•Our bylaws may limit investors’ ability to obtain a favorable judicial forum for disputes.

•The COVID-19 pandemic could materially affect our business.

•Our business faces unpredictable global, economic and business ~~conditions.~~conditions, including the risk of inflation in various markets.

We believe the items we have outlined above are important factors that could cause estimates included in our financial statements to differ materially from actual results and those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf. We have discussed these factors in more detail in in ~~our annual report on Form 10-K as filed with~~ the ~~SEC on March 11, 2021.~~Annual Report. These factors are not necessarily all of the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this report could also have material adverse effects on actual results. We do not intend to update our description of important factors each time a potential important factor arises, except as required by applicable securities laws and regulations. We advise our shareholders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution when considering our forward-looking statements.

~~Executive Summary~~

Set forth below is summary financial information for the three and six months ended June 30, 2021 and 2020. This information is not necessarily indicative of results of future operations, and should be read in conjunction with Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes thereto included in Part II, Item 8 of our annual report on Form 10-K, as filed with the SEC on March 11, 2021, to fully understand factors that may affect the comparability of the information presented below.

Company Overview

Founded in 1997 and incorporated in Nevada in 2003, XPEL has grown from an automotive product design software company to a global provider of after-market automotive products, including automotive surface and paint protection, headlight protection, and automotive window films, as well as a provider of complementary proprietary software. In 2018, we expanded our product offerings to include architectural window film (both commercial and residential) and security film protection for commercial and residential uses, and in 2019 we further expanded our product line to include automotive ceramic coatings.

XPEL began as a software company designing vehicle patterns used to produce cut-to-fit protective film for the painted surfaces of automobiles. In 2007, we began selling automotive surface and paint protection film products to complement our software business. In 2011, we introduced our ULTIMATE protective film product line which, at the time, was the industry’s first protective film with self-healing properties. The ULTIMATE technology allows the protective film to better absorb the impacts from rocks or other road debris, thereby fully protecting the painted surface of a vehicle. The film is described as “self-healing” due to its ability to return to its original state after damage from surface scratches.

The launch of the ULTIMATE product catapulted XPEL into several years of strong revenue growth. In

Our over-arching strategic philosophy centers around our view that being closer to the end customer in terms of our channel strategy affords us a better opportunity to efficiently introduce new products and deliver tremendous value which, in turn, drives more revenue growth for the Company. Since 2014, we have executed on several strategic initiatives including:

•2014 - We began our international expansion by establishing an office in the United Kingdom. In

•2015 we- We acquired Parasol Canada, a distributor of our products in Canada. ~~In 2017, we~~

•2016 - We opened our XPEL Netherlands office and established our European headquarters ~~in The Netherlands, and expanded our product offerings to include an automotive protective window film branded as PRIME~~

•2017

◦We continued our international expansion ~~in 2017~~ with the acquisition of Protex Canada Corp., or Protex Canada, a leading franchisor of automotive protective film franchises serving Canada, and

◦We opened our XPEL Mexico office. In

•2018 we

◦We launched our first product offering outside of the automotive industry, a window and security film protection for commercial and residential uses. ~~Also in 2018, we~~

◦We introduced the next generation of our highly successful ULTIMATE line, ULTIMATE PLUS. ~~As 2018 came to a close, we~~

◦We acquired Apogee Corporation which led to formation of XPEL Asia based in Taiwan. ~~In 2020, as a continuation~~

•2019

◦We were approved for the listing of our ~~get close to~~stock on Nasdaq trading under the ~~customer strategy, we~~symbol “XPEL”.

•2020

◦We acquired Protex Centre, a wholesale-focused paint protection installation business based in Montreal, ~~Canada, and~~Canada.

◦We expanded our presence in France with the acquisition of certain assets of France Auto Racing.

◦We ~~also~~ expanded our architectural window film presence with the acquisition of Houston based Veloce Innovation, a leading provider of architectural films for use in residential, commercial, marine and industrial settings. ~~In May~~

•2021 we

◦We expanded our presence into numerous automotive dealerships

throughout the United States ~~through~~with the acquisition of PermaPlate Film, LLC, a wholesale-focused automotive window film installation and distribution business based in Salt Lake City, Utah.

◦We acquired five businesses in the United States and Canada from two sellers as a continuation of our acquisition strategy. These acquisitions allowed us to continue to increase our penetration into mid-range dealerships in the US and solidify our presence in Western Canada.

◦We acquired invisiFRAME, Ltd, a designer and manufacturer of paint protection film patterns for bicycles, thus further expanding our non-automotive offerings.

Strategic Overview

XPEL is currently pursuing several key strategic initiatives to drive continued growth. Our global expansion strategy ~~focuses on the need to establish~~includes establishing a local presence where possible, allowing us to better control the delivery of our products and services. ~~In furtherance of this approach, we established our European headquarters in early 2017 to capture market share in what we believed to be an under-penetrated region.~~ We ~~are continuing~~will continue to add locally based regional sales personnel, leveraging local knowledge and relationships to expand the markets in which we operate.

We seek to increase global brand awareness in strategically important areas, including ~~seeking~~pursuing high visibility at premium events such as major car shows and high value placement in advertising media consumed by car enthusiasts, to help further expand the Company’s premium brand.

XPEL also continues to expand its delivery channels by acquiring select installation facilities in key markets and acquiring international partners to enhance ~~its~~our global reach. As we expand globally, we strive to tailor our distribution model to adapt to target markets. We believe this flexibility allows us to penetrate and grow market share more efficiently. Our acquisition strategy ~~is founded~~centers on our belief that the closer the Company is to its end customers, the greater its ability to drive increased product sales. In our last fiscal year, we acquired several businesses serving multiple markets in the United States, Canada, and the United Kingdom, in furtherance of this objective.

We ~~also~~ continue to drive expansion of our non-automotive product portfolio. ~~The Company launched its new commercial/residential~~Our architectural window film ~~product line in 2018, giving us access~~segment continues to ~~a large new~~gain traction. We believe there are multiple uses for protective films and we continue to explore those adjacent market and representing the first non-automotive product line in XPEL’s history. While there is some overlap with our existing customers, we believe that this new product line exposes the Company to several new addressable markets.opportunities.

Trends and Uncertainties

We ~~have continued~~continue to see strong recovery from ~~COVID-19 throughout our operating regions. During the first half of the year, revenue~~COVID-19. Revenue has continued to increase ~~markedly~~ in ~~all~~most major ~~geographic areas.~~markets, as it has since early in the pandemic. Despite ~~these~~ continued positive trends, the long-term effects of ~~COVID-19 (including~~ the ~~recent increase in COVID-19 related illnesses)~~pandemic on our financial results in future periods cannot reasonably be estimated, and they could be significant. The COVID-19 pandemic still ~~be significant and cannot be reasonably estimated due to~~poses the risks of substantial volatility, uncertainty and economic ~~disruption caused by the pandemic.~~disruption. See the risk factor “The COVID-19 pandemic could materially adversely affect our financial condition and results of ~~operations~~operations”” included in Part I, Item 1A “Risk Factors” in ~~our annual report on Form 10-K~~the Annual Report for further discussion of the potential impact of the COVID-19 pandemic on our business, results of operations and financial condition.

As we look ahead, we are unable to ~~determine or~~ predict the continuing impact that the COVID-19 pandemic will have on our customers ~~vendors~~ and suppliers or our ~~business; nor can we predict its impact on our results of~~own operations orand financial ~~condition.~~results. Despite the ~~gradual~~ reduction of restrictions related to the COVID-19 pandemic and the ~~apparent~~ongoing recovery of our operations, significant uncertainty still exists concerning the ~~overall~~ magnitude of the residual impact ~~and the duration~~ of the ~~COVID-19 pandemic and the resulting economic implications, particularly given the recent increase in COVID-19 realted illnesses Coinciding with the pandemic,~~pandemic. Additionally, automotive sales and production are highly cyclical, and the cyclical nature of the industry has been, and could continue to be, compounded by the ~~fallout of COVID-19.~~pandemic. As demand for automotive products fluctuates or decreases, ~~in this unusual business environment,~~ the demand for our products may also fluctuate or decrease. ~~Some automotive~~Automotive manufacturers ~~have announced that they are experiencing~~also continue to experience a global semiconductor shortage which has affected production of ~~vehicles. To~~vehicles and, in turn, available inventory at dealerships. During the ~~extent that this~~quarter ended March 31, 2022, inventory at dealerships remained at low levels. As long as the semiconductor shortage persists itand leads to low dealership inventories, there could ~~have~~be a material adverse effect on our business, financial ~~conditions~~condition and results of operations. Refer to ~~"Part I, Item 1A Risk Factors"~~the risk factor ‘We are highly dependent on the automotive industry. A prolonged or material contraction in automotive sales and production volumes could adversely affect our business, results of operations and financial condition” in the Annual Report ~~on Form 10-K~~ for additional consideration of the cyclical nature of the automotive industry. We will continue to closely

monitor updates regarding the continuing impact of COVID-19 and automotive sales and ~~we will~~ adjust our operations ~~for changes in those factors as well as~~ according to guidelines ~~from~~form local, state and federal officials. In light of the foregoing, we may take actions that alter our business operations ~~according to what~~or that we determine ~~to be~~are in the best ~~interests~~interest of our employees, customers, suppliers and ~~shareholders.~~stockholders.

Various geographies in which we operate, including the United States, are experiencing an increasing inflationary environment. We are actively monitoring the broader economic impact of inflation on the demand for our products and services. See risk factor "General global economic and business conditions affect demand for our products" included in Part I, Item 1A-Risk Factors, in the Annual Report on Form 10-K

Key Business Metric - Non-GAAP Financial Measures

Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important measure to the Company is Earnings Before Interest, Taxes, Depreciation, and Amortization ~~(EBITDA)~~("EBITDA").

EBITDA is a non-GAAP financial measure. We believe EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (i) the impact of our capitalization structure and (ii) items that are not part of our day-to-day operations. Management uses EBITDA (1) to compare our operating performance on a consistent

basis, (2) to calculate incentive compensation for our employees, (3) for planning purposes including the preparation of our internal annual operating budget, (4) to evaluate the performance and effectiveness of our operational strategies, and (5) to assess compliance with various metrics associated with the agreements governing our indebtedness. Accordingly, we believe that EBITDA provides useful information in understanding and evaluating our operating performance in the same manner as management. We define EBITDA as net income ~~(loss)~~ plus (a) total depreciation and amortization, (b) interest expense, net, and (c) income tax expense.

The following table is a reconciliation of Net ~~Income~~income to EBITDA for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:


		(Unaudited)						(Unaudited)							(Unaudited)
		Three Months Ended June 30,						Six Months Ended June 30, 2021							Three Months Ended March 31,
		2021		2020		% Change		2021		2020		% Change			2022		2021
Net Income	Net Income	$	10,185,549	$	3,973,690	156.3	%	$	17,032,608	$	5,585,044	205.0	%	Net Income	$	7,803,132	$	6,847,059
Interest	Interest	43,940		74,554		(41.1)	%	96,659		105,112		(8.0)	%	Interest	219,726		52,719
Taxes	Taxes	2,505,739		1,088,071		130.3	%	4,117,459		1,514,450		171.9	%	Taxes	2,007,938		1,611,720
Depreciation	Depreciation	419,607		293,860		42.8	%	802,697		564,177		42.3	%	Depreciation	756,344		383,090
Amortization	Amortization	422,778		232,225		82.1	%	685,384		466,121		47.0	%	Amortization	1,076,466		262,606
EBITDA	EBITDA	$	13,577,613	$	5,662,400	139.8	%	$	22,734,807	$	8,234,904	176.1	%	EBITDA	$	11,863,606	$	9,157,194

Use of Non-GAAP Financial Measures

EBITDA should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. It is not a measurement of our financial performance under GAAP and should not be considered ~~an alternative~~as alternatives to revenue or net income, ~~(loss),~~ as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under GAAP.

EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of ongoing operations; and other companies in our industry may calculate EBITDA differently than we do, limiting their usefulness as comparative measures.

Results of Operations

The following ~~tables summarize~~table summarizes the Company’s consolidated results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended June 30, 2021 %
of Total Revenue Three Months Ended June 30, 2020 %
of Total Revenue $
Change %
Change
Total revenue $ 68,735,971 100.0 % $ 35,805,858 100.0 % $ 32,930,113 92.0 %
Total cost of sales 43,488,743 63.3 % 24,066,781 67.2 % 19,421,962 80.7 %
Gross margin 25,247,228 36.7 % 11,739,077 32.8 % 13,508,151 115.1 %
Total operating expenses 12,574,906 18.3 % 6,598,621 18.4 % 5,976,285 90.6 %
Operating income 12,672,322 18.4 % 5,140,456 14.4 % 7,531,866 146.5 %
Other expenses (18,966) — % 78,695 0.2 % (97,661) (124.1) %
Income tax 2,505,739 3.6 % 1,088,071 3.0 % 1,417,668 130.3 %
Net income $ 10,185,549 14.8 % $ 3,973,690 11.1 % $ 6,211,859 156.3 %


		Six Months Ended June 30, 2021		% of Total Revenue		Six Months Ended June 30, 2020		% of Total Revenue		$ Change		% Change			Three Months Ended March 31, 2022		% of Total Revenue		Three Months Ended March 31, 2021		% of Total Revenue		$ Change		% Change
Total revenue	Total revenue	$	120,602,085	100.0	%	$	64,194,321	100.0	%	$	56,407,764	87.9	%	Total revenue	$	71,863,767	100.0	%	$	51,866,114	100.0	%	$	19,997,653	38.6	%
Total cost of sales	Total cost of sales	77,068,426		63.9	%	42,158,356		65.7	%	34,910,070		82.8	%	Total cost of sales	44,147,334		61.4	%	33,579,683		64.7	%	10,567,651		31.5	%
Gross margin	Gross margin	43,533,659		36.1	%	22,035,965		34.3	%	21,497,694		97.6	%	Gross margin	27,716,433		38.6	%	18,286,431		35.3	%	9,430,002		51.6	%
Total operating expenses	Total operating expenses	22,314,227		18.5	%	14,411,641		22.5	%	7,902,586		54.8	%	Total operating expenses	17,680,511		24.6	%	9,739,321		18.8	%	7,941,190		81.5	%
Operating income	Operating income	21,219,432		17.6	%	7,624,324		11.9	%	13,595,108		178.3	%	Operating income	10,035,922		14.0	%	8,547,110		16.5	%	1,488,812		17.4	%
Other expenses	Other expenses	69,365		0.1	%	524,830		0.8	%	(455,465)		(86.8)	%	Other expenses	224,852		0.3	%	88,331		0.2	%	136,521		154.6	%
Income tax	Income tax	4,117,459		3.4	%	1,514,450		2.4	%	2,603,009		171.9	%	Income tax	2,007,938		2.8	%	1,611,720		3.1	%	396,218		24.6	%
Net income	Net income	$	17,032,608	14.1	%	$	5,585,044	8.7	%	$	11,447,564	205.0	%	Net income	$	7,803,132	10.9	%	$	6,847,059	13.2	%	$	956,073	14.0	%

The following ~~tables summarize~~table summarizes revenue results for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended June 30, % % of Total Revenue
2021 2020 Inc (Dec) 2021 2020
Product Revenue
Paint protection film $ 45,245,403 $ 24,248,115 86.6 % 65.8 % 67.7 %
Window film 11,084,055 5,954,800 86.1 % 16.1 % 16.6 %
Other 2,337,856 759,081 208.0 % 3.5 % 2.2 %
Total $ 58,667,314 $ 30,961,996 89.5 % 85.4 % 86.5 %
Service Revenue
Software $ 1,054,953 $ 809,897 30.3 % 1.5 % 2.3 %
Cutbank credits 3,386,177 1,611,858 110.1 % 4.9 % 4.5 %
Installation labor 5,358,441 2,391,570 124.1 % 7.8 % 6.7 %
Training 269,086 30,537 781.2 % 0.4 % 0.0 %
Total $ 10,068,657 $ 4,843,862 107.9 % 14.6 % 13.5 %
Total $ 68,735,971 $ 35,805,858 92.0 % 100.0 % 100.0 %


		Six Months Ended June 30,				%		% of Total Revenue					Three Months Ended March 31,				%		% of Total Revenue
		2021		2020		Inc (Dec)		2021		2020			2022		2021		Inc (Dec)		2022		2021
Product Revenue	Product Revenue											Product Revenue
Paint protection film	Paint protection film	$	81,029,836	$	44,019,235	84.1	%	67.2	%	68.6	%	Paint protection film	$	43,960,520	$	35,784,433	22.8	%	61.2	%	69.0	%
Window film	Window film	18,243,346		9,044,906		101.7	%	15.1	%	14.1	%	Window film	11,533,740		7,159,291		61.1	%	16.0	%	13.8	%
Other	Other	4,325,486		1,647,772		162.5	%	3.6	%	2.5	%	Other	2,603,186		1,987,629		31.0	%	3.6	%	3.8	%
Total	Total	$	103,598,668	$	54,711,913	89.4	%	85.9	%	85.2	%	Total	$	58,097,446	$	44,931,353	29.3	%	80.8	%	86.6	%

Service Revenue	Service Revenue											Service Revenue
Software	Software	$	2,032,972	$	1,661,469	22.4	%	1.7	%	2.6	%	Software	$	1,206,636	$	978,019	23.4	%	1.7	%	1.9	%
Cutbank credits	Cutbank credits	6,022,012		3,225,122		86.7	%	5.0	%	5.0	%	Cutbank credits	2,929,885		2,635,835		11.2	%	4.1	%	5.1	%
Installation labor	Installation labor	8,472,943		4,413,020		92.0	%	7.0	%	6.9	%	Installation labor	9,255,739		3,114,502		197.2	%	12.9	%	6.0	%
Training	Training	475,490		182,797		160.1	%	0.4	%	0.3	%	Training	349,778		206,405		69.5	%	0.5	%	0.4	%
Other												Other	24,283		—		n/a		0.0	%	0.0	%
Total	Total	$	17,003,417	$	9,482,408	79.3	%	14.1	%	14.8	%	Total	$	13,766,321	$	6,934,761	98.5	%	19.2	%	13.4	%

Total	Total	$	120,602,085	$	64,194,321	87.9	%	100.0	%	100.0	%	Total	$	71,863,767	$	51,866,114	38.6	%	100.0	%	100.0	%

Because many of our international customers require us to ship their orders to freight forwarders located in the United States, we cannot be certain about the ultimate destination of the product. The following ~~tables represent~~table represents our estimate of sales by geographic regions based on our understanding of ultimate product destination based on customer interactions, customer locations and other factors for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

2322

Three Months Ended
June 30, % % of Total Revenue
2021 2020 Inc (Dec) 2021 2020
United States $ 34,295,938 $ 16,118,729 112.8 % 49.9 % 45.0 %
China 12,625,525 9,987,370 26.4 % 18.4 % 27.9 %
Canada 8,876,861 3,958,167 124.3 % 12.9 % 11.1 %
Continental Europe 5,214,535 2,897,562 80.0 % 7.6 % 8.1 %
United Kingdom 2,133,203 630,720 238.2 % 3.1 % 1.8 %
Asia Pacific 2,056,340 1,141,191 80.2 % 3.0 % 3.2 %
Latin America 1,029,280 484,358 112.5 % 1.5 % 1.4 %
Middle East/Africa 2,413,564 561,510 329.8 % 3.5 % 1.5 %
Other 90,725 26,251 245.6 % 0.1 % 0.0 %
Total $ 68,735,971 $ 35,805,858 92.0 % 100.0 % 100.0 %

Six Months Ended June 30, % % of Total Revenue
2021 2020 Inc (Dec) 2021 2020
United States $ 59,900,550 $ 31,671,767 89.1 % 49.7 % 49.3 %
China 23,331,020 12,011,879 94.2 % 19.3 % 18.7 %
Canada 13,823,036 8,133,364 70.0 % 11.5 % 12.7 %
Continental Europe 9,539,045 5,691,304 67.6 % 7.9 % 8.9 %
United Kingdom 3,918,999 1,747,148 124.3 % 3.2 % 2.7 %
Asia Pacific 3,647,915 1,911,235 90.9 % 3.0 % 3.0 %
Latin America 1,945,858 962,053 102.3 % 1.6 % 1.5 %
Middle East/Africa 4,376,194 1,850,566 136.5 % 3.6 % 2.9 %
Other 119,468 215,005 (44.4) % 0.2 % 0.3 %
Total $ 120,602,085 $ 64,194,321 87.9 % 100.0 % 100.0 %


	Three Months Ended March 31,				%		% of Total Revenue
	2022		2021		Inc (Dec)		2022		2021
United States	$	41,586,791	$	25,604,612	62.4	%	57.9	%	49.4	%
China	8,858,744		10,705,495		(17.3)	%	12.3	%	20.6	%
Canada	7,850,256		4,946,175		58.7	%	10.9	%	9.5	%
Continental Europe	5,662,921		4,324,510		30.9	%	7.9	%	8.3	%
United Kingdom	2,427,777		1,785,796		35.9	%	3.4	%	3.4	%
Middle East/Africa	2,049,348		1,962,630		4.4	%	2.9	%	3.8	%
Asia Pacific	2,032,635		1,591,575		27.7	%	2.8	%	3.1	%
Latin America	1,205,967		916,578		31.6	%	1.7	%	1.8	%
Other	189,328		28,743		558.7	%	0.2	%	0.1	%
Total	$	71,863,767	$	51,866,114	38.6	%	100.0	%	100.0	%

Product Revenue. Product revenue increased 29.3% over the three months ended March 31, 2021 Product revenue represented 80.8% of our total revenue for the three months ended ~~June 30, 2021 increased 89.5% over~~March 31, 2022 and 86.6% for the three months ended ~~June 30, 2020. Product revenue represented 85.4% of our total revenue compared to 86.5% in the three months ended June 30, 2020.~~March 31, 2021. Revenue from our paint protection film product line increased ~~86.6% over~~22.8% for the three months ended ~~June 30, 2020.~~March 31, 2022. Paint protection film sales represented ~~65.8%~~61.2% and ~~67.7%~~69.0% of our total consolidated revenues for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The increase in the total amount of paint protection film sales was primarily ~~attributable~~due to ~~continued~~robust demand for our products in most of our sales regions. This increase in demand ~~across all of our regions and overall lower revenue~~was driven by both an increase in the ~~prior quarter resulting~~number of customers and increased revenue from ~~the impact of COVID-19.~~our existing customers. Revenue from our window film product line grew ~~86.1%~~61.1% for the three months ended ~~June 30, 2021 compared to the three months ended June 30, 2020.~~March 31, 2022. Window film sales represented ~~16.1%~~16.0% and ~~16.6%~~13.8% of our total consolidated revenues for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. This increase ~~in window film sales~~ was due ~~mainly~~ to ~~the continued broad-based increases in~~increased demand ~~for~~of our window film products throughout the world and overall lower revenue in the prior quarter resulting from the impact of COVID-19. Other product revenue for the three months ended June 30, 2021 increased 208.0% due mainly to increased demand for non-film related products such as ceramic coating, plotters, chemicals, tools/accessories and overall lower revenue in the prior quarter resulting from the impact of COVID-19.

Product revenue for the six months ended June 30, 2021 increased 89.4% over the the six months ended June 30, 2020. The current-year to date increase in product sales was primarily attributable to continued increase in demand across ~~all of~~ our ~~regions and overall lower revenue in the prior quarter resulting from the impact of COVID-19. Window film revenue for the six months ended June 30, 2021~~

distribution channels.

increased 101.7% over the six months ended June 30, 2020 due primarily to continued broad-based increases in demand for our window film products throughout the world and overall lower revenue in the prior quarter resulting from the impact of COVID-19. Other product revenue for the six months ended June 30, 2021 increased 162.5% due mainly to increased demand for non-film related products such as ceramic coating, plotters, chemicals, tools/accessories and overall lower revenue in the prior year resulting from the impact of COVID-19.

Service revenue. Service revenue consists of ~~revenue from~~ fees for DAP software access, cutbank credit revenue, which represents ~~per-cut fees sold for pattern access or~~ the value of pattern access provided with eligible product revenue, revenue from the labor portion of installation sales in our Company-owned installation centers and revenue from training services provided to our customers. Service revenue grew ~~107.9%~~98.5% over service revenue for the three months ended ~~June 30, 2020. Software~~March 31, 2021. Service revenue ~~increased 30.3% over the three months ended June 30, 2020. These increases were due mainly to increases in~~represented 19.2% and 13.4% of our total ~~subscribers for our DAP software. Cutbank credit~~consolidated revenue ~~increased 110.1%~~ from the three months ended ~~June 30, 2020 due mainly to corresponding increases~~March 31, 2022 and 2021, respectively. This increase was driven primarily by strong growth in ~~demand~~our installation business, which was bolstered by several installation-focused acquisitions completed in ~~product revenue in the United States~~2021 and Canada and overall lower revenue in the prior quarter resulting from the impact of COVID-19. Installation labor revenue increased 124.1% over the three months ended June 30, 2020. Excluding acquisition related growth, installation labor revenue grew 64.0% due primarily to increased demand for installation services. Training revenue increased 781.2% over the three months ended June 30, 2020. Training classes were heavily curtailed in the prior-year period in response to COVID-19. The increase in the three months ended June 30, 2021 is indicative of a normalizing training schedule and continued demand for this service.

Service revenue for the six months ended June 30, 2021 grew 79.3% over the six months ended June 30, 2020. Software revenue grew 22.4% over the six months ended June 30, 2020. These increases were due primarily to increases in total subscribers to our DAP software. Cutbank credits revenue increased 86.7% over the six months ended June 30, 2020 due mainly to corresponding increased demand in product revenue in the United States and Canada and overall lower revenue in the prior quarter resulting from the impact of COVID-19. Installation labor increased 92.0% over the six months ended June 30, 2020. Excluding acquisition related growth, installation labor increased 59.5% over the six months ended June 30, 2020 due primarily to increases in demand for installation services.our Company-owned facilities.

Total installation revenue (labor and product combined) at our Company-owned installation centers for the three months ended March 31, 2022 increased ~~124.0%~~197.2% over the three months ended ~~June 30, 2020.~~March 31, 2021. This represented ~~9.3%~~15.3% and ~~8.0%~~7.1% of our total consolidated revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. This increase was due primarily to acquired dealership services businesses in 2021. Excluding ~~acquisition related growth,~~the impact from our 2021 acquisitions, total installation revenue grew ~~64.0%~~40.0%. Total installation revenue increased 92.0% over the six months ended June 30, 2020. This represented 8.4% and 8.2% of our total consolidated revenue for the six months ended June 30, 2021 and 2020, respectively. Excluding acquisition related growth, total installation revenue grew 59.5% over the six months ended June 30, 2020.

Adjusted product revenue, which combines the cutbank credit revenue service component with product revenue, increased ~~90.5% over~~28.3% in the three months ended ~~June 30, 2020~~March 31, 2022 versus the three months ended March 31, 2021 due mainly to ~~wide-spread~~continued increasing demand.

Software revenue increased 23.4% from the three months ended March 31, 2021. The increase was due primarily to increases in total subscribers to our software. Software revenue represented 1.7% and 1.9% of our total consolidated revenue for the three months ended March 31, 2022 and 2021, respectively. Cutbank credit revenue grew 11.2% from the three months ended March 31, 2021. This increase was due mainly to increased demand for our products and ~~lower~~services. Cutbank sales represented 4.1% and 5.1% of our total consolidated revenue infor the ~~prior quarter resulting from the impact of COVID-19. Adjusted product revenue increased 89.2% versus the six~~three months ended ~~June 30, 2020.~~March 31, 2022 and 2021, respectively.

Cost of Sales

Cost of sales consists of product costs and the costs to provide our services. Product costs consist of material costs, personnel costs related to warehouse personnel, shipping costs, warranty costs and other related costs to provide products to our customers. Cost of service includes the labor costs associated with installation of product in our ~~installation~~Company-owned facilities, costs of labor associated with pattern design for our cutting software and the costs incurred to provide training for our customers. Product costs in the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~80.0%~~21.1% over the three months ended ~~June 30, 2020.~~March 31, 2021. Cost of product sales represented ~~59.1%~~53.1% and ~~63.0%~~60.8% of total revenue in the three months ended ~~June 30,~~March 31, 2022 and 2021,

~~and 2020,~~ respectively. Cost of ~~service revenue~~services grew ~~91.8%~~192.8% during the three months ended ~~June 30, 2021 due mainly to the increased installation labor costs associated with increased installation sales at our installation centers~~March 31, 2022 and ~~an increased installation presence through our acquisition of PermaPlate Film.~~

~~Product costs in the six months ended June 30, 2021 increased 83.5% over the six months ended June 30, 2020. Cost of product sales~~ represented ~~59.8%~~19.2% and ~~61.2%~~13.4% of total revenue infor the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~Cost of~~The increase in service ~~revenue grew 73.6% during the six months ended June 30, 2021. These increases were due primarily increased demand for these services and lower~~ costs ~~in the prior year to date~~was largely due to ~~the impact of COVID-19.~~increased installation costs necessary to support our expanded installation presence following 2021 acquisitions.

Gross Margin

Gross margin for the three months ended ~~June 30, 2021~~March 31, 2022 grew approximately ~~$13.5~~$9.4 million, or ~~115.1%~~51.6%, from the three months ended ~~June 30, 2020.~~March 31, 2021. For the three months ended ~~June 30,~~March 31, 2022 and 2021, gross margin represented ~~36.7%~~38.6% and 35.3% of ~~revenue.~~

Gross margin for the six months ended June 30, 2021 grew approximately $21.5 million, or 97.6%, from the six months ended June 30, 2020. For the six months ended June 30, 2021, gross margin represented 36.1% of revenue.revenue, respectively. The following ~~tables summarize~~table summarizes gross margin for product and services for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended June 30, % % of Category Revenue
2021 2020 Inc (Dec) 2021 2020
Product $ 18,075,003 $ 8,405,300 115.0 % 30.8 % 27.1 %
Service 7,172,225 3,333,777 115.1 % 71.2 % 68.8 %
Total $ 25,247,228 $ 11,739,077 115.1 % 36.7 % 32.8 %

Six Months Ended June 30, % % of Category Revenue
2021 2020 Inc (Dec) 2021 2020
Product $ 31,459,810 $ 15,393,804 104.4 % 30.4 % 28.1 %
Service 12,073,849 6,642,161 81.8 % 71.0 % 70.0 %
Total $ 43,533,659 $ 22,035,965 97.6 % 36.1 % 34.3 %


	Three Months Ended March 31,				%		% of Category Revenue
	2022		2021		Inc (Dec)		2022		2021
Product margin	$	19,903,459	$	13,384,806	48.7	%	34.3	%	29.8	%
Service margin	7,812,974		4,901,625		59.4	%	56.8	%	70.7	%
Total	$	27,716,433	$	18,286,431	51.6	%	38.6	%	35.3	%

Product gross margin for the three months ended ~~June 30, 2021~~March 31, 2022 increased approximately ~~$9.7~~$6.5 million, or ~~115.0%~~48.7%, over the three months ended ~~June 30, 2020~~March 31, 2021 and represented ~~30.8%~~34.3% and ~~27.1%~~29.8% of ~~total~~ product revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~This~~The increase ~~was~~in product gross margin percentages were primarily due ~~primarily~~ to ~~increases in revenue, improvements~~decreases in product costs and ~~operating leverage.~~

Product gross margin for the six months ended June 30, 2021 increased approximately $16.1 million, or 104.4%, over the six months ended June 30, 2020 and represented 30.4% and 28.1% of total product revenue for the six months ended June 30, 2021 and 2020, respectively. This increase was due primarily to increases in revenue, improvements in product costs andimproved operating leverage.

Service gross margin increased approximately ~~$3.8~~$2.9 million, or ~~115.1%~~59.4%, over the three months ended ~~June 30, 2020.~~March 31, 2021. This represented ~~71.2%~~56.8% and ~~68.8%~~70.7% of total service revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The ~~increase~~decrease in service ~~gross~~ margin percentage ~~for the the three months ended June 30, 2021~~ was primarily due to ~~a lower percentage of lower margin installation labor costs relative to other higher margin service revenue components.~~

~~Service gross margin increased approximately $5.4~~an approximate $0.3 million ~~or 81.8%, over the six months ended June 30, 2020. This represented 71.0% and 70.0% of total service revenue for the six months ended June 30, 2021 and 2020, respectively.~~impact from low new car dealership inventories that impacted our dealership services business.

Operating Expenses

Sales and marketing expenses for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~144.2%~~$2.9 million, or 86.3%, compared to the same period in ~~2020.~~2021. These expenses represented ~~6.8%~~8.8% and ~~5.4%~~6.5% of total consolidated revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. This increase was due primarily to ~~increased sales related costs commensurate with higher sales and the resumption of~~expanded marketing activities ~~that were halted or reduced~~as we continue to support the on-going growth of the business and costs related to our XPEL Dealer Conference which was held in the ~~three months ended June 30, 2020 due to the impact~~first quarter of ~~COVID-19.~~

~~For the six months ended June 30, 2021, sales~~2022 and ~~marketing expenses increased 73.2% compared to the same period~~was not held in 2020. These expenses represented 6.7% and 7.3% of total consolidated revenue for the six months ended June 30, 2021 and 2020, respectively. This increase was due primarily to increased sales related costs commensurate with higher sales and the resumption of marketing activities that were halted or reduced in the six months ended June 30, 2020 due to the impact of COVID-19.2021.

General and administrative expenses grew approximately ~~$3.2~~$5.0 million, or ~~68.6%~~79.0%, during the three months ended March 31, 2022 over the three months ended ~~June 30, 2020.~~March 31, 2021. These costs represented ~~11.5%~~15.8% and ~~13.1%~~12.2% of total consolidated revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~This~~The increase ~~in cost~~ was due ~~primarily~~mainly to increases in personnel, occupancy costs, and professional

fees to support the ~~on-going~~ongoing growth inof the business and ~~overall lower costs in the prior quarter due to the impact of COVID-19.~~

~~General and administrative~~acquisition related expenses ~~grew approximately $4.5 million, or 46.1%,~~including increased amortization associated with intangible assets acquired during the six months ended June 30, 2021 over the same period in 2020. These costs represented 11.8% and 15.2% of total consolidated revenue for the six months ended June 30, 2021 and 2020, respectively. This increase in cost was due primarily to increases in personnel, occupancy costs and professional fees to support the on-going growth in the business and overall lower costs in the prior quarter due to the impact of COVID-19.

~~Other Expense~~

Other expense consists of interest expense and foreign currency exchange gain/loss. Interest expense decreased during the three months ended June 30, 2021 due primarily to the Company's net decrease in borrowings compared to the three months ended June 30, 2020.2021.

Income Tax Expense

Income tax expense for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$1.4~~$0.4 million from the three months ended ~~June 30, 2020,~~March 31, 2021. Our effective tax rate was ~~19.7%~~20.5% for the three months ended ~~June 30, 2021~~March 31, 2022 compared with ~~21.5%~~19.1% for the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~decrease~~increase in ~~the~~our effective rate was primarily due ~~primarily~~ to ~~increased deductions related to foreign-derived intangible income ("FDII")~~an increase in ~~connection with the 2017 Tax Reform and Jobs Act.~~

Income tax expense for the six months ended June 30, 2021 increased $2.6 million from the same period in 2020, Our effective tax rate was 19.5% for the six months ended June 30, 2021 compared with 21.3% for the six months ended June 30, 2020. The decrease in theour state effective rate ~~was due primarily to increased deductions related to FDII~~and the impact of international operations, including an increase in ~~connection with the 2017 Tax Reform and Jobs Act.~~international tax inclusions.

Net Income

Net income for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~156.3%~~by $1.0 million, or 14.0%, to ~~$10.2~~$7.8 million.

~~Net income for the six months ended June 30, 2021 increased 205.0% to $17.0 million.~~

Liquidity and Capital Resources

~~Our~~The primary ~~sources~~source of liquidity ~~are~~for our business is available cash and cash equivalents and cash flows provided by operations. As of ~~June 30, 2021,~~March 31, 2022, we had cash and cash equivalents of ~~$8.7~~$10.6 million. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, cash ~~flows provided by~~used in operations ~~were $19.1~~was $4.3 million. We expect available cash, internally generated funds, and borrowings from our committed credit facility to ~~continue to have cash requirements~~be sufficient to support working capital needs, capital expenditures (including acquisitions), and ~~to pay interest and~~our debt service debt, if applicable. We believe we have the ability and sufficient resources to meet these cash requirements by using available cash and cash equivalents, cash flows provided by operations and borrowing under committed credit facilities.obligations. We are focused on continuing to generate positive operating cash to fund our operational and capital investment initiatives. We believe we have sufficient liquidity to operate for at least the next 12 months from the date of filing this report.

Operating activities. Cash flows ~~provided by~~used in operations totaled approximately ~~$19.1~~$4.3 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$11.8~~positive cash flows from operations of $8.9 million for the ~~six~~three months ended ~~June 30, 2020. This~~March 31, 2021. The decrease in operating cash flows was driven primarily by inventory purchases related to our intentional inventory build-up to assist us in reducing future supply chain risk offset by an increase ~~was due mainly to increases~~ in operating earnings and other changes in working capital.

Investing activities. Cash flows used in investing activities totaled approximately ~~$33.6~~$2.6 million during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$2.4~~$1.5 million during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. This increase was primarily due ~~mainly~~ to ~~the acquisition of PermaPlate Films LLC (Note 12) and increases in capital~~ expenditures ~~primarily related~~ to ~~expansion of our~~support expanded operating locations.

Financing activities. Cash flows ~~used in~~provided by financing activities during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 totaled approximately ~~$5.4~~$7.9 million compared to cash ~~inflows~~flow used in financing activities in the prior year of ~~$4.8~~$0.7 million. This ~~change was~~difference is due primarily to ~~the payoff~~borrowings on our revolving line of ~~our term loan during the quarter.~~credit.

Debt obligations, including balances outstanding on committed credit facilities, and contingent liabilities as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 totaled approximately ~~$0.8~~$35.8 million and ~~$6.1~~$28.1 million, respectively.

Future liquidity and capital resource requirements

We expect to fund ongoing operating expenses, capital expenditures, acquisitions, interest payments, tax payments, credit facility maturities, future lease obligations, and payments for other long-term liabilities with cash flow from operations. In the short-term, we are contractually obligated to make lease payments and make payments on unsecured non-interest bearing promissory notes payable and contingent liabilities related to certain completed acquisitions. In the long-term, we are contractually obligated to make lease payments, for contingent liabilities, and for repayment of borrowings on our line of credit. We believe that we have sufficient cash and cash equivalents and borrowing capacity to cover our estimated short-term and long-term funding needs.

Credit Facilities

~~As of June 30, 2021, we had~~The Company has a ~~$57 million~~$75,000,000 revolving line of credit ~~agreement~~ with Texas Partners Bank (which does business as ~~the~~The Bank of San Antonio) ~~and a revolving credit facility maintained by our Canadian subsidiary.~~. The Texas Partners Bank facility was established on May 21, 2021 and replaced an $8.5 million revolving facility and a $6 million term loan facility. The outstanding balances on the prior loan agreements were fully repaid by the Company and the agreements were terminated when we entered into the new facility. The new facility is utilized to fund ~~our~~the Company's working capital needs and other strategic initiatives, and is secured by a security interest in substantially all of ~~our~~the Company's current and future assets. Borrowings under the credit agreement bear interest on ~~borrowed amounts~~ at the Wall Street Journal U.S. Prime Rate less 0.75% per annum if the Company's EBITDA ratio (as defined in the Loan Agreement governing the facility) is equal to or less than 2.00 to 1.00 or the Wall Street Journal U.S. Prime rate less 0.25% if the Company's EBITDA ratio is greater than 2.00 to 1.00. The facility also contains a fee of 0.25% of the unused capacity on the facility. The interest rate for this ~~new~~ credit facility as of ~~June 30,~~March 31, 2022 and December 31, 2021 was 2.75% and 2.50%., respectively. The Company paid interest charges on borrowings under this ~~new~~ facility of ~~$20,084~~216,007 during the three months ended ~~June 30, 2021. As~~March 31, 2022, and had a balance of ~~June 30,~~$33,000,000 and $25,000,000 as of March 31, 2022 and December 31, 2021, ~~no balance was outstanding on this line.~~respectively. This ~~new~~ facility matures on July 5, 2024.

The Loan Agreement governing the facility contains customary covenants relating to maintaining legal existence and good standing, complying with applicable laws, delivery of financial statements, payment of taxes and maintaining insurance. The Loan Agreement contains two financial ~~covenants. The Company must maintain:~~covenants:

1.(1) Senior Funded Debt ~~divided~~ (as defined in the Loan Agreement) divided by EBITDA (as defined in the Loan Agreement) at or below 3.50 : 1.00 when tested at the end of each fiscal quarter on a rolling four-quarter basis, and

2.(2) A minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 1.25 : 1.00 at the end of each fiscal quarter when measured on a rolling four-quarter basis.

~~XPEL Canada Corp., a wholly-owned subsidiary of XPEL, Inc.,~~The Company also has a ~~Canadian Dollar (“CAD”)~~CAD $4.5 million revolving credit facility through HSBC Bank ~~Canada.~~Canada, and is maintained by XPEL Canada Corp., a wholly-owned subsidiary of XPEL. This Canadian facility is utilized to fund ~~our~~the Company's working capital needs in Canada. This facility bears interest at HSBC Canada Bank’s prime rate plus 0.25% per annum and is guaranteed by the parent company. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, no balance was outstanding on this ~~facility.~~

~~Contractual Obligations~~

~~There has been no material change to the Company’s contractual obligations as described in the Company’s annual report on Form 10-K as filed with the SEC on March 11, 2021.~~line of credit.

Critical Accounting ~~Policies~~Estimates

There have been no material changes to the Company’s critical accounting ~~policies and~~ estimates from the information provided in the ~~Company’s annual report on Form 10-K as filed with the SEC on March 11, 2021.~~Annual Report.

Related Party Relationships

There are no family relationships between or among any of our directors or executive officers. There are no arrangements or understandings between any two or more of our directors or executive officers, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

~~Off-Balance Sheet Arrangements~~

As of June 30, 2021 and December 31, 2020, we did not have any relationships with unconsolidated organizations or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange contracts.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have operations that expose us to currency risk in the British Pound Sterling, the Canadian Dollar, the Euro, the Mexican Peso, and the New Taiwanese Dollar. Amounts invested in our foreign operations are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as accumulated other comprehensive ~~income,~~loss, a component of stockholders’ equity in our condensed consolidated balance sheets. We do not currently hedge our exposure to potential foreign currency translation adjustments.

~~If we borrow~~Borrowings under our revolving lines of credit ~~we will be~~are subject to market risk resulting from changes in interest rates related to our floating rate bank credit facilities. ~~If we were to make~~For such borrowings, a hypothetical ~~100~~200 basis point increase in variable interest rates may result in a material

impact to our financial statements. We do not currently have any derivative contracts to hedge our exposure to interest rate risk. During each of the periods presented, we have not experienced a significant effect on our business due to changes in interest rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended ~~(Exchange Act)~~("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have each concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed

and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

From time to time, we are made parties to actions filed or have been given notice of potential claims relating to the ordinary conduct of our business, including those pertaining to commercial disputes, product liability, patent infringement and employment matters.

While we believe that a material impact on our financial position, results of operations or cash flows from any such future claims or potential claims is unlikely, given the inherent uncertainty of litigation, it is possible that an unforeseen future adverse ruling or unfavorable development could result in future charges that could have a material adverse impact. We do and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and receivables and make appropriate adjustments to such estimates based on experience and developments in litigation. As a result, the current estimates of the potential impact on our financial position, results of operations and cash flows for the proceedings and claims described in the notes to our consolidated financial statements could change in the future.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Part I, Item IA of ~~our~~the Annual Report, ~~on Form 10-K~~except as noted below:

We have operations or activities in numerous countries and market-regions throughout the world. As a result, our global financial results are affected by economic, political and other conditions in the global economy as well as in the United States. Economic conditions in several of our markets are increasingly experiencing increasing inflation which could impact the demand for ~~the year ended December 31, 2020, as filed with the SEC on March 11, 2021.~~our products. This could significantly impact our future financial results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the six months ended June 30, 2021, the Company did not issue any shares of its common stock or other equity securities of the Company that were not registered under the Securities Act of 1933, as amended.None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 21, 2021, the Company entered into a new $57 million line of credit with Texas Partners Bank. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities.”

As more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities,” in conjunction with the establishment of its new $57 million credit facility, any balances outstanding on the prior $8.5 million credit facility and the term loan were paid in full and both borrowing agreements were terminated.

On July 15, 2021 the Compensation Committee of the Board of Directors approved the issuance of RSUs to certain key company executives pursuant to the Company's 2020 Equity Incentive Plan which was approved by our stockholders in May 2020. A total of 17,520 RSUs were granted at a grant price of $84.19 per unit. These RSUs vest equally over four years. At vesting, the RSUs will be settled in shares of our Common Stock. The form of RSU grant agreement is attached to this Report as Exhibit 10.1.None.

Item 6. Exhibits

The following exhibits are being filed or furnished with this quarterly report on Form 10-Q:


Exhibit No.	Description	Method of Filing

*10.1	~~Form of Restricted Stock Unit Agreement~~	~~Filed herewith~~

~~10.2~~	~~Loan Agreement Dated May 21, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2021)~~

31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

101	The following materials from XPEL’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~June 30, 2021,~~March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets, (ii) the unaudited Consolidated Statements of Operations, (iii) the unaudited Consolidated Statements of Comprehensive Income, (iv) the unaudited Consolidated Statements of Equity, (v) the unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements	Filed herewith

* Management compensatory plan or agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		XPEL, Inc. (Registrant)

	By:	/s/ Barry R. Wood
		Barry R. Wood
		Senior Vice President and Chief Financial Officer
~~August 9, 2021~~May 10, 2022		(Authorized Officer and Principal Financial and Accounting Officer)

3230


	June 30, 2021		December 31, 2020
Film and film based products	$	23,147,378	$	20,170,756
Other products	2,211,498		1,717,236
Packaging and supplies	479,322		589,225
Inventory reserve	(109,931)		(113,091)
	$	25,728,267	$	22,364,126


	Six Months Ended June 30,
	2021 (unaudited)		2020 (unaudited)
Revenue	$	130,481,516	$	73,227,881
Net income	$	16,892,973	$	6,986,826


	Three Months Ended June 30, 2021		% of Total Revenue		Three Months Ended June 30, 2020		% of Total Revenue		$ Change		% Change
Total revenue	$	68,735,971	100.0	%	$	35,805,858	100.0	%	$	32,930,113	92.0	%
Total cost of sales	43,488,743		63.3	%	24,066,781		67.2	%	19,421,962		80.7	%
Gross margin	25,247,228		36.7	%	11,739,077		32.8	%	13,508,151		115.1	%
Total operating expenses	12,574,906		18.3	%	6,598,621		18.4	%	5,976,285		90.6	%
Operating income	12,672,322		18.4	%	5,140,456		14.4	%	7,531,866		146.5	%
Other expenses	(18,966)		—	%	78,695		0.2	%	(97,661)		(124.1)	%
Income tax	2,505,739		3.6	%	1,088,071		3.0	%	1,417,668		130.3	%
Net income	$	10,185,549	14.8	%	$	3,973,690	11.1	%	$	6,211,859	156.3	%