SECURITIES AND EXCHANGE COMMISSION
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| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
Fiscal Year Endedfiscal year ended December 31,
20212023
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| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
________________ to
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Commission file number: 001-37564
(Exact name of registrant as specified in its charter)
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| Nevada | | 8211 | | | 36-4794936 |
Nevada
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(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial | | (I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number) |
BOXLIGHT CORPORATION
1045 Progress Circle
Lawrenceville,
2750 Premiere Pkwy #900
Duluth, Georgia
30043Phone: (678) 367-0809
30097
(Address including zip code, andof principal executive offices) (Zip Code)
Registrant’s telephone number, including area code, of the registrant’s principal executive offices)code:
(678)367-0809 Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | |
Ticker Symbol(s) | | Ticker Symbol
| Name of each exchange on which registered |
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Common Stock, $0.0001 par value | |
BOXL | | BOXL
| NASDAQ CapitalThe Nasdaq Stock Market
LLC |
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐o No ☒x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x 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 ☐o Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files). Yes ☒x No ☐oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer”,filer,” “smaller reporting
company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐o
| Accelerated filer | ☐o
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| Non-accelerated filer | ☒x
| Smaller reporting company | ☒x
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| | | Emerging growth company | ☒o
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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 7(a)(2)(B)13(a) of the SecuritiesExchange Act. ☐o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐oState
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. $136,880,512.Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
quarter was $20,384,326.
The number of shares outstanding of the registrant’s common stock on March 8, 2024 was 9,728,465.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to certain portions of the registrant’s Definitive Proxy Statement for the 2024 Annual Meeting of the Stockholders, which will be filed within 120 days of December 31,
2022 was 65,522,438..
2023.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis and Results of
Operations)Operations, the "Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward-looking statements include statements concerning the following:
| ● | our possible or assumed future results of operations; |
| ● | our business strategies; |
| ● | our ability to attract and retain customers; |
| ● | our ability to sell additional products and services to customers; |
| ● | our cash needs and financing plans; |
| ● | our competitive position; |
| ● | our industry environment; |
| ● | our potential growth opportunities; |
| ● | expected technological advances by us or by third parties and our ability to leverage them; |
| ● | Our inability to predict, adapt to, or anticipate the duration or long-term economic and business consequences of the ongoing COVID-19 pandemic; |
| ● | Our ability to protect the Company against cybersecurity risks and threats; |
| ● | the effects of future regulation; and |
| ● | our ability to protect or monetize our intellectual property. |
•our possible or assumed future results of operations;
•our business strategies;
•our ability to attract and retain customers;
•our ability to sell additional products and services to customers;
•our cash needs and financing plans;
•our competitive position;
•our industry environment;
•our potential growth opportunities;
•expected technological advances by us or by third parties and our ability to leverage them;
•our inability to predict, adapt to, or anticipate the duration or long-term economic and business consequences of the ongoing conflicts between Ukraine and Russia, and Israel and Hamas, or the COVID-19 pandemic;
•our ability to protect the Company against cybersecurity risks and threats;
•our ability to maintain the listing of our securities on a national securities exchange;
•the effects of future regulation; and
•our ability to protect or monetize our intellectual property.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the reports we file with the
SEC.Securities and Exchange Commission (the "SEC"). Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read this Annual Report,
on Form 10-K, the documents that we reference in this Annual Report
on Form 10-K and the documentation we have filed as exhibits thereto with
the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect.
Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this reportAnnual Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation. The terms “year” and “fiscal year” refersrefer to our fiscal year ending December 31st.
ITEM 1.
DESCRIPTION OF BUSINESS
We are a technology company that develops, sells and services interactive solutions predominantly for the global education market, but which are also sold intofor the health,corporate and government and corporate sectors. We are seeking to become a worldwide leading innovator and integrator of interactive products and software for schools, as well as for businesssolutions and government learning spaces.improve collaboration and effective communication in meeting environments. We currently design, produce and distribute interactive technologies including flat panels, projectors, whiteboardsour interactive and non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication, cameras and other peripherals for the education market and non-interactive solutions including flat-panels, LED video walls and digital signage for the Enterprise market. We also distribute science, technology, engineering and math (or “STEM”) products, including our 3D printing and robotics solutions, and our portable science lab. All products are integrated into our classroom software suite that provides tools for whole class learning, assessment and collaboration. In addition, we offer professional training services related to our technology to our U.S. educational customers. To date, we have generated substantially allthe majority of our revenue in the U.S. and internationally from the sale of interactive displays and related software to the educational market. In the region encompassing Europe, the Middle East and Africa (collectively,” EMEA”), approximately 92% ofWe have sold our revenues relate to the education sector and the remainder comes from health, government and corporate including the banking and financial services sector.In the education sector we provide educators with hardware, engineering and manufacturing, software and content development for use in the classroom. We provide comprehensive services to our clients and customers, including installation, training, consulting and maintenance. We seek to provide easy-to-use solutions combining interactive displays with robust software to enhance the educational environment, ease the teacher technology burden, and improve student outcomes. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom. Our products are currently sold in approximately 60into more than 70 countries and our software is available in 32 languages, helping children learn in over 850,000 classrooms.into more than 1.5 million classrooms and meeting spaces. We sell our products and software through more than 5001,000 global reseller partners. We believe we offer the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories, software and professional development for schools and enterprises. Ourenterprises on the market today. The majority of our products are backed by nearly 30 years of research and development. We introduced the world’s first interactive projector in 2007
Our website address is https://boxlight.com. Information available on our website is not a part of, and obtained patents to the technology in 2010.is not incorporated into, this Annual Report.
Advances in technology and new options for
the introduction
of technology into the classroom have forced school districts to look for solutions that allow teachers and students to bring their own devices into the classroom, provide school districts with information technology departments with the means to access data with or without internet access, handle
thehigher demand for video, as well as control cloud and data storage challenges. Our design teams are able to quickly customize systems and configurations to serve the needs of clients so that existing hardware and software platforms can communicate with one another.
We have created plug-ins for annotative software that make existing and legacy hardware interactive and allows interactivity with or without wires through our MimioTeach product. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom.
We pride ourselves in providing industry-leading service and support and have received numerous product awards:
| ● | In 2021, Boxlight received Tech & Learning's 2021 Awards of Excellence ‐ Best Tools for Back to School, in both Primary and Secondary levels for: MimioConnect® blended learning platform, MimioSTEM solutions, Boxlight‐EOS Professional Development Learning Solutions, and our ProColor interactive flat panel. Clevertouch was awarded for Best Business Growth and Corporate Social Responsibility by InAVation Awards and 4 AV Awards for Product, Manufacturer, Distributor, and Channel Team of the Year. |
| ● | In 2020, UX Pro won Collaboration Innovation of the Year from AV News Awards, Best in Show for InfoComm Awards, AvTechnology Europe, and “Best of Show” at ISE. IMPACT Plus won Innovation Design, high-quality, functionality, ergonomics and ecology from Plus X Awards in Germany, Collaboration Innovation from AV News Awards, Best in Show at InfoComm from Tech & Learning magazine, Best at Show at InfoComm from Installation magazine and best at ISE Show from Installation. |
| ● | In 2019, Clevertouch won Interactive Display of the Year at AV Magazine’s AV Awards, Keiba Awards, Best of Show from Installation and best of Show for IMPACT Plus at Best of Show Tech&Learning awards, as well as the Pro Series Technology for Conferencing and Collaboration at the Innovation Awards, and the AV Display Innovation of the Year at the AV News Awards. |
•In 2022, Boxlight received awards from various industry publications including Overall EdTech Company of the Year in the EdTech Breakthrough Awards, Tech and Learning Best of Show for ISTELive 22, multiple awards from Tech & Learning’s Back to School Awards of Excellence, 4 awards for new products from THE Journal, multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage.
•In 2021, Boxlight received Tech & Learning’s 2021 Awards of Excellence ‐ Best Tools for Back to School, in both Primary and Secondary levels for: MimioConnect® blended learning platform, MimioSTEM solutions, Boxlight‐EOS Professional Development Learning Solutions, and our ProColor interactive flat-panel. Clevertouch was awarded for Best Business Growth and Corporate Social Responsibility by Inavation Awards and 4 AV Awards for Product, Manufacturer, Distributor, and Channel Team of the Year.
| ● | In 2018, Clevertouch won Best in Show for InfoComm from Tech&Learning magazine and Collaboration Product of the Year for Plus Series, as well as the Collaboration Product of the Year for Pro Series and Marketing Professional of the Year for Adam Kingshott. |
| ● | In 2017, Clevertouch’s Plus Series won Interactive Screen of the year at AV Magazine’s AV Awards. Our MimioStudio with MimioMobile was a BETT Awards finalist in the tools for teaching, learning and assessment area, our Labdisc product was named Best of BETT 2017 for the Tech & Learning award, won the Best in Show at TCEA and our P12 Projector Series won the Tech & Learning best in show award at ISTE in 2017, |
| ● | In 2016, Clevertouch won Interactive Screen of the Year at AV Magazine’s AV Awards with Plus Series. Our MimioMobile App with Mimio Studio Classroom Software won the 2016 Cool Tool Award and we received the 2016 Award of Excellence for our MimioTeach at the 34th Tech & Learning Awards of Excellence program honoring new and upgraded software. |
| ● | In 2015, Clevertouch won manufacturer of the Year at AV Magazine’s AV Awards. |
Since the Company launched its patented interactive projectors in 2007, we have sold them to public schools in the United States and in 49 other countries, as well as to the Department of Defense International Schools, and in approximately 3,000 classrooms in 20 countries, including the Job Corp, the Library of Congress, the Centers for Disease Control and Prevention, the Federal Emergency Management Agency, nine foreign governments and the City of Moscow and numerous Fortune 500 companies, including Verizon, GE Healthcare, PepsiCo, First Energy, ADT, Motorola, First Data and Transocean. In addition, we custom built 4,000 projectors for the Israeli Defense Forces.
The COVID-19 pandemic has had a significant impact on economies worldwide, resulting in workforce and travel restrictions, and supply chain and production disruptions across many sectors. While factors have had a significant impact on our supply chain, the financial performance of our business has actually improved substantially since the last quarter of 2020 and we anticipate that trend will continue throughout 2022 as demand for our products and solutions in the education, government and corporate sectors increase. Indeed, we believe that COVID-19 has accelerated the move toward unified communications, thus creating greater demand for our products and solutions.
Please refer to item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of specific impacts on seasonality and liquidity and capital resources.
Our Company
Boxlight Corporation was incorporated in Nevada on September 18, 2014 for the purpose of acquiring technology companies that sell interactive products into the education market. As of the date of this Annual Report, we have
fivefour subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Sahara Holdings Limited, an England and Wales corporation
("Sahara"), Boxlight Latinoamerica, S.A. DE C.V. (“BLS”) and Boxlight Latinoamerica Servicios, S.A. DE C.V., (“BLA”)
, both
BLS and BLA are incorporated in
Mexico, and EOSEDU, LLC, a Nevada limited liability company.Mexico. BLS and BLA are currently inactive. Our Sahara Holding Limited subsidiary has eight
directdirectly and indirectly owned subsidiaries located in the United States,
U.K.,the United Kingdom, the Netherlands, Belgium, Sweden, Finland and Germany, and our
subsidiary Boxlight Inc.
subsidiary,, in turn, has
twosix directly
and indirectly owned subsidiaries located in the United States,
Australia, Northern Ireland, Canada and
Northern Ireland. See the Boxlight Corporation organization chart on page 6 below.Denmark.
On December
31,2021,31, 2021, we acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market.
On March 23, 2021, we acquired Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive
technologie (Interactive)technologies and subsequently renamed to Sahara Presentation Systems
(“Interactive)(Interactive) Europe BV. The company has been Boxlight’sour key distributor in Belgium and Luxembourg.
On September 24, 2020, the Companywe acquired Sahara Holdings Ltd.Sahara., a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands.
brand. Headquartered in the United Kingdom, Sahara and its subsidiaries have a strong presence in the EMEA interactive flat panelflat-panel display (IFPD) market selling into Education, Health, Government, Militaryeducation, health, government, military and Corporatecorporate sectors.
On April 17, 2020, we acquired MyStemKits Inc. (“MyStemKits”). MyStemKits is in the business of developing, selling and distributing 3D printable science, technology, engineering and math curriculums incorporating 3D printed project kits for education, and owns the right to manufacture, market and distribute Robo 3D branded 3D printers and associated hardware for the global education market.
On March 12, 2019, we acquired Modern Robotics Inc.
(MRI)(“MRI”),
a company based in Miami, Florida. MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market.
On August 31, 2018, we purchased EOS, an Arizona limited liability company owned by Daniel and Aleksandra Leis. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts.
On June 22, 2018, we acquired Qwizdom, Inc. and its subsidiary Qwizdom UK
LimtiedLimited (together,
(;the
Companies.“Qwizdom Companies”). The Qwizdom Companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. The Qwizdom Companies have offices outside Seattle, WA and Belfast, Northern Ireland and deliver products in
44more than 40 languages to customers around the world through a network of partners.
Over the last three years, over 80,000 licenses have been distributed for the Qwizdom Companies’ interactive whiteboard software and online solutions.On May 9, 2018, we acquired Cohuborate, Ltd., a United Kingdom corporation based in Lancashire, England. Cohuborate produces, sells and
distributedistributes interactive display panels designed to provide new learning and working
experienceexperiences through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration.
Although a development stage company with minimal revenues to date, we believe that Cohuborate will enhance our software capability and product offerings.On December 20, 2018, Cohuborate Ltd. transferred all of its assets and liabilities to Qwizdom UK Limited and changed its name to Qwizdom UK Limited. On December 20, 2018, Qwizdom UK Limited changed its name to Boxlight Group Ltd. On January 24, 2019, we merged Qwizdom,
IncInc. with and into Boxlight, Inc.
The businesses previously conducted by Cohuborate Ltd. and Qwizdom UK Limited are now operated by the Boxlight Group Ltd.
, a wholly owned subsidiary of Boxlight, Inc.
On May 9, 2016, we acquired Genesis.Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”). Genesis, is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee. Genesis also sells our
interactive solutions into the business and government markets in the United States. Effective August 1, 2016, Genesis was merged into our Boxlight Inc. subsidiary.
On April 1, 2016, we acquired
Mimio.Mimio LLC, a Delaware limited liability company (“Mimio”). Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive
flat panelflat-panel displays, interactive touch projectors,
touchboardstouch boards and MimioTeach, which can turn any whiteboard interactive within 30 seconds. Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Manufacturing is by ODMs and OEMs in Taiwan and
Mainland China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages. Effective October 1, 2016, Mimio
LLC was merged into our Boxlight Inc. subsidiary.
For a description of the terms of our recent acquisitions see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Acquisitions” elsewhere in this Annual Report.
The organizational structure of our companies as of the date of this Annual Report is as follows:
We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively provide informationeducate,
communicate and collaborate. Across the globe, state governments along with local communities continue to
educate students and other users. In the United States, we are benefiting from the substantial governmentmake sustained investments
from the CAREs Act and the stimulus package. To a lesser extent we are seeing similar government stimulus funds drive demand in
other parts of Europe.education.
The K-12 education sector represents one of the largest industry segments.
In the USThe U.S. sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools. In addition to its size, the U.S.
and certain EMEA K-12 education
market ismarkets are highly decentralized and
isare characterized by complex content adoption processes. We believe this market structure underscores the importance of scale and industry relationships and the need for broad, diverse coverage across states, districts and schools. Even while we believe certain initiatives in the education sector, such as the Common Core State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.
According to “All Global Market Education & Learninga December 2023 report by FutureSource Consulting Ltd.("Futuresource"),” an industry publication, the U.S. display market for hardware products is growing dueexpected to increasesreach $44 billion by 2027. While the education sector has historically represented the majority of displays sold, growth in the use of interactive whiteboards and simulation-based learning hardware. Educational institutions have become more receptivecorporate sector continue to outpace the education sector with sales to the implementationcorporate sector expected to reach approximately 44% of high-tech learning tools. The advent of technologythe global display market in the classroom has enabled multi-modal training and varying curricula. In general, technology-based tools help develop student performance when integrated with the curriculum. The constant progression of technology in education has helped educators to create classroom experiences that are interactive, developed and collaborative.
Our Opportunity
2027. We believe that our Connected Classroom™ solution uniquely positions Boxlight to be the leading provider of EdTech products within our categoriesgrowth in both the global education technology market. Our holistic solution of hardware, software, content and professional development improves learning progression by increasing student engagement and timely interventions. Coupledcorporate sectors provides the Company with our innovations, we have a strong brand, operations and supply-chain; our channel intosignificant growth opportunities. In addition, the US and EMEA is very strong and the globaldisplay market is growing year-on-year; with our global 24/7 technical and customer services team which retains a very high satisfaction rating.
highly fragmented allowing the Company to position itself for increased market share in each of these sectors.
Our Opportunity
Globally it is widely acknowledged that long-term economic growth is closely correlated to investment in education and educational technology, thus sustaining long-term growth in the market, even during periods of economic downturn. Further details of our solution and favorable macro-economic analysis are set forth below:
Growth in U.S. K-12 Market Expenditures
Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in
the Executive Office of the President, Council of Economic Advisersa December 2023 report
U.S. education expenditure has been estimated at approximately $1.3 trillion (~6% of U.S. GDP), with K-12 education accountingby Futuresource, US Schools are budgeting for
close to half ($625 billion) of this spending. Global spending is roughly triple U.S. spending for K-12 education.more IT in their classrooms.
The market for K-12 services and technology has historically grown above the pace of inflation, averaging 7.2% growth annually since 1969. Deviations around this mean occur during periods of economic growth and recession causing peaks and troughs in the K-12 market, albeit below other sectors.
Justifying
HolonIQ
market analysis states thatreported in the Global EdTech Venture Capital
Report that there has been
some $32 billion
in venture capital investment in the education/technology sector in the last decade (approximately 33% within the US) and predicts nearly triple that investment through to 2030.
FollowingFurther, the report estimates that the global “expenditure on education and training from governments, parents, individuals and corporates continues to grow to historic levels and is expected to reach USD
$10T$10 trillion by
2030”.Futuresource, in 2019, stated: “Forecast [for US Interactive Display Market] for the next four years is expected to be strong, averaging 13% growth per year. The transition to IFPDs will contribute to the market almost doubling in value over five years to $1.6B in 2023.2030.”
Increasing Focus on Accountability and the Quality of Student Education
U.S. K-12 education has come under significant political scrutiny in recent years, with findings that American students rank far behind other global leaders in international tests of literacy, math and science, with the resulting conclusion that the current state of U.S. education severely impairs the United States’ economic, military and diplomatic security as well as broader components of America’s global leadership.
We believe this scrutiny will cause there to be increased investment into the education sector.
Trends in Tech-Savvy Education
While industries from manufacturing to health care have adopted technology to improve their results, according to Stanford Business School in its Trends in Tech-Savvy Education, the education field remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is changing as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn.
The delivery of digital education content is also driving a substantial shift in the education market. In addition to whiteboards, interactive projectors and interactive flat panels,flat-panels, other technologies are being adapted for educational uses on the Internet, mobile devices and through cloud-computing, which permits the sharing of digital files and programs among multiple computers or other devices at the same time through a virtual network. We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments.
Growth in the E-learning Market
According to the “E-learning Market – Global Outlook and Forecast 2020-2025,”, the e-learning market is expected to display significant growth opportunities in the next five years. While the growth curve is uniform in terms of the number of users, the same is not the case by revenues; the average cost of content creation and delivery with the same is undergoing a consistent decline. However, the advent of cloud infrastructure, peer-to-peer problem solving, open content creation, and rapid expansion of the target audience has enabled e-learning providers to rein in economies of choice and offer course content at a competitive price. While the growth prospects of the e-learning market remain stable, the rise of efficient sub-segments is changing the learning and training landscape gradually. Vendors are also focusing on offering choices on the course content at competitive prices to gain
themarket share in the global e-learning
market.space. The exponential growth in the number of smartphone users and internet connectivity across emerging markets is driving the e-learning market in these regions. The introduction of cloud-based learning and
AR/VRAugmented/Virtual reality mobile-based learning is likely to revolutionize the e-learning market during the forecast period.
Major vendors are introducing technology-enabled tools that can facilitate user engagement, motivate learners, and help in collaborations, thereby increasing the market share and attracting new consumers to the market. The growing popularity of blended learning that enhances the efficiency of learners will drive the growth of the e-learning market. The e-learningAccording to an article by Futuresource in December 2023, the education market for interactive flat-panel displays is expected to generate revenuecomprise of $65.41 billion56% by 2023, growing at a CAGR2027.
Our Portfolio of
7.07% during the forecast period.Natural User Interfaces (NUIs)
Tablets and the new class of “smart TVs” are part of a growing list of other devices built with natural user interfaces that accept input in the form of taps, swipes, and other ways of touching; hand and arm motions; body movement; and increasingly, natural language. Natural user interfaces allow users to engage in virtual activities with movements similar to what they would use in the real world, manipulating content intuitively. The idea of being able to have a completely natural interaction with a device is not new, but neither has its full potential been realized. For example, medical students increasingly rely on simulators employing natural user interfaces to practice precise manipulations, such as catheter insertions, that would be far less productive if they had to try to simulate sensitive movements with a mouse and keyboard. NUIs make devices seem easier to use and more accessible, and interactions are far more intuitive, which promotes exploration and engagement. (NMC Horizon Project Technology Outlook STEM+ Education 2012-2017).
Our Portfolio
Products
We currently offer products within the following categories:
| ● | Front-of-Class Display (Mimio and Clevertouch Brands) |
| ● | Educational Software & Content (Mimio Connect, Lynx Whiteboard, Oktopus, Mimio Studio) |
| ● | Peripherals and Accessories |
| ● | Professional Development |
•Front-of-Class Display (Mimio and Clevertouch brands)
•FrontRow Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, and alerting
•STEM
•Educational Software & Content (Mimio Connect, LYNK Whiteboard, OKTOPUS, MimioStudio)
•Peripherals and Accessories
•Professional Development
The Boxlight Connected Classroom are permutationsportfolio of these products coming togethersolutions is designed to create dynamic teaching, learning, and presentation experiences. When integrated, our innovative solutions provide opportunity for a holistic integrated solution centered around the teacherapproach to in-person or virtual learning experiences, meetings and learners within and outside the confines of the physical room.professional learning, campus wide communication, or any situation where presentation, interaction, or engagement occurs.
Front-of-Class Display Category
Boxlight offers a choice of Interactive
Front PanelFlat-Panel Displays (IFPD), Interactive Whiteboards (IWB),
Interactive Projectors and Non-Interactive
Projectors.Flat-Panel Displays. Each comes with licensed copies of our software, access to prepared content and Professional Development modules.
There areThese present upsell opportunities for our software and
PDProfessional Development modules.
The IMPACT Plus interactive LED
flat panelsflat-panels deliver a truly intuitive experience and are available in four sizes
of 55”, 65”, 75”55,” 65,” 75,” and 86”. With 4K resolution, 20 points of touch and
builtbuilt-in collaboration screen sharing with touchback capabilities, IMPACT Plus is built with teacher requirements for a new generation of front of class displays. Running Android 8 with an optional slot in PC, Clevertouch is designed to run and fit into any technology set up.
WithStandard features include built in line array microphones for distance learning, proximity sensors that boot up the screen or
shutdownshuts down the screen when the room
isn’tis not in use, built in app store with hundreds of educational apps, enhanced
USB CUSB-C connectivity and device charging, cloud accounts to log into
yourpersonal settings and cloud
accounts, displays messaging throughdrives; built in digital signage,
to display messaging a cloud-based LYNX Whiteboard for lesson planning and deployment and Snowflake
software as standard.software. Every screen runs Over-the-Air
(OTA) updates and
comecomes with Mobile Device Management to run diagnostics on each screen.
Clevertouch, IMPACT
We believe that
The Clevertouch IMPACT is the perfect all-around solution for the modern classroom. Featuring high precision technology, LYNX Whiteboard, Cleverstore, and Snowflake – IMPACT helps save time lesson planning with lots of resources. Available in three sizes
of 65”, 75” and 86”
. Each, each panel is 4K with 20 points of touch, comes with an optional slot in PC and runs on Android 8. All IMACT screens
hashave Cleverstore,
withwhich has hundreds of educational apps to keep
the young
mindminds learning. Also included is
ourthe cloud-based LYNX Whiteboard for lesson planning and deployment and Snowflake software as standard. Every screen runs
Over-the-AirOTA updates and
comecomes with Mobile Device Management to run diagnostics on each screen.
UX Pro interactive LED
flat panelsflat-panels are designed for the modern meeting space and are available in four sizes
of- 55”, 65”, 75” and 86”
and designed for the modern meeting space.. With 4K resolution, 20 points of touch and
builtbuilt-in collaboration screen sharing with touchback capabilities,
the UX Pro is built around meeting requirements with Stage software to enable remote
meetingmeetings in which participants
and annotationcan annotate on documents,
whilst Launcherwhile the launcher will give instant access to
favoredfavorite unified
comms app incommunication apps at the touch of a button. Running Android 8 with an optional slot in PC,
Clevertouchthe UX Pro is designed to run and fit into any technology set up.
With built inKey features include built-in line array microphone for
meetings,meetings; proximity sensors that boot up the screen or
shutdownshuts down the screen when the room
isn’tis not in
use,use; enhanced
USB CUSB-C connectivity and device
charging,charging; cloud accounts to log into
yourpersonal settings and cloud
accounts, displays messaging through built indrives; built-in digital signage
to display messages; every screen runs
Over-the-AirOTA updates and
comecomes with Mobile Device Management to run diagnostics on each
screen,screen; and Clevershare
givesto enable instant screen sharing through the app or dongle to engage and enhance collaboration.
Clevershare allows users to share content with any device from either the dongle and the USB C connection or the Clevershare app. Up to 50 devices can connect with the Clevertouch screen and share content – images, video, and
audio. Nowaudio with touch-back for two-way control.
The presenter has full control over what is shared and can show up to 4four device screens simultaneously, increasing collaboration and participation within every session.
ClevertouchLive
CleverLive Digital Signage
Designed
CleverLive is a unique cloud-based cloud management platform (or CMP) for managing all Clevertouch device endpoints, designed to customize the user interface based on device functionality, ClevertouchLive is a unique cloud-based CMP for managing all Clevertouch device endpoints. ClevertouchLiveCleverLive combines simplicity of use with feature rich functionality. The platform comes as standard with 200+ editable templates usingenabling a mix of multimedia content, and featurescontent. Features include built-in presentation creation tools for designing bespoke layouts, wayfinding screens and touch interfaces, scheduling, grouping, instant emergency messaging, and QR code creation and display for an audience interactive experience. Rounding off the unique features is the built-in Cleverstore from which users can download Appsapps for their touch screens.
Clevertouch CM Series
Available in six (6) sizes 43′′/ 49′′/ 55′′/ 65′′/ 75′′/ 86”, the
The CM Series was launched in 2020 and marketed as the first Clevertouch non-touch large format professional display screen.for meeting presentations and digital signage is available in six sizes - 43′′, 49′′, 55′′, 65′′, 75′′, and 86′′. This 4K UHD, screen delivers two-way functionality – meeting room collaboration and digital signage. As a non-touch meeting room collaboration screen the CM Series has wireless display connectivity and RS232 control for professional meeting room integration with control systems. The in-builtbuilt-in Android system includes the ClevertouchLive AppCleverLive app for managing digital signage content of full screen capacity or can be
packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality. With 16/7 display, the CM Series has
built ina built-in scheduler to manage
switch on/off
timing. Boot up screen with standby digital signage andtiming of messages, including instant messaging
form part of the ClevertouchLivewhen needed. The CleverLive digital signage feature
that sets
itthis display apart from
competitor screens in
thisthe marketplace.
Clevertouch Live Rooms
The
Live Rooms
is a room booking solution that simplifies the meeting room booking process. Live Rooms features a 10” tablet
that is manufactured with integrated room booking and digital signage software to deliver a powerful product to a busy marketplace. The
paneltablet features
Redred and
Greengreen LED side lighting for instant availability recognition and is capable of
at the sourceat-the-source and calendar (O365 and ME) room booking with instant updates,
combining the two technologies eliminatesto prevent booking overlaps. With analytics that identify users, rooms booked, frequencies and more, Live Rooms offers a smart room booking solution that,
can also play digital signage when not in use,
can also serve as digital signage and
provide instant messages for emergency alerts.
As the
enterprise levelenterprise-level media player, the
Clevertouch PRO V4
delivers on features, functionality and is ideal for large rollouts. Designedallows organizations to
playoutengage with their audience 24/7
the PRO V4 also hasor deploy dedicated messages via power scheduling for
setting on/off timingstartup/shutdown and auto reboots. A slimline design, power boosting WIFI connectivity, and both HDMI and DisplayPort Outputs enables connection to multiple screens, the PRO V4 can be connected to a
Kioskkiosk or UX Pro for touch interaction
supporting wayfinding and hyperlinked informational pages, or a non-touch screen for
feature richfeature-rich digital signage. The PRO V4 can connect to Clevertouch physical button technology for managing
emergencyemergencies and instant messaging away from the CMP. With
multimedia zonedmultimedia-zoned presentation playout, the PRO V4 can
live streamlivestream web pages and URL KPIs, text, images, videos, posters, RSS Feeds, social media content, audio, and more.
PICO MK 5 is a mid-range media player
PICO MK 5 has awith 24/7 playout capability, WIFI connectivity, and is designed
to playout multimedia zonedfor multimedia-zoned presentations with text, images, videos, posters, RSS Feeds, social media content, and audio.
ProColor Series 3 Interactive Flat Panel Display
The ProColor Series 3 interactive LED panels are
CleverWall
CleverWall is an all-in-one intelligent display solution, for enriched interaction in large spaces, lecture halls, meeting rooms, and more. This videowall solution is available in threenine sizes – 65”120", 75”138”, 150”, 165”, 180”, 199”, 220”, 249”, and 86”. Each offers 4K resolution299”, the latter three being ultra-wide options or larger spaces like lecture halls. The large displays with in-built audio system and 178-degree viewing angle create an immersive user experience that produces extraordinarily sharp images suitableis unmatched. Its plug-and-play design – one button on/off and smart remote control – make this LED solution user-friendly. Standard features include built-in Android technology, real-time wireless screen-sharing from up to four devices simultaneously, synchronized annotating from multiple devices, and syncing with CleverLive accounts for messaging (instant and scheduled) to all displays for campus or location-wide communication.
MimioPro 4
MimioPro Series 4 adds power to any learning ecosystem – a
range of classroom sizes. They also include a slot for an optional PC Module that provides embedded Windows 10. All also include embedded Android computing capability for PC free control, applications, and annotation. ProColor Interactive LED panels utilize infrared touch tracking technology, offering 20 points of touch for simultaneous interaction of multiple users. ProColor’s built-in speakers add room filling sound to the display’s vivid colors.true Connected Classroom. The
interactive LED panels feature anti-glare safety glass with optical coatings that are highly scratch resistant, improve viewing angles, and reduce ambient light interference.MimioDisplay 3 Interactive Flat Panel Display
MimioDisplay 3MimioPro 4 is a touchscreen UHD HDR display with 20 points of touch, digital passive pen and eraser, and comes in three sizes – 65, 7565”, 75” and 86”. The product has a Natural User Interface, so is designedIts natural user interface and rich features support teachers to be intuitive to realize higher adoption of features,effectively and as a result is more effective in helping teachersefficiently realize learning objectives. For example:example, in Windows Ink compliant applications likesuch as Office 365, the passive digital pen draws, the eraser block erases digital ink (whilst(while cleaning the glass), and touches provide gestures without having to use the software’s user interface. Like the ProColor 3, the displayThe MimioPro 4 has a custom inbuilt Android 811 Launcher tailored for an interactive large screen and comes with:
| ● | Infinite Sketch – a whiteboard app to create and capture outcomes; |
LYNX whiteboarding app to create and capture outcomes, share content, collaborate, and distribute ad-hoc content via cloud services through a dynamic QR code; Clevershare mirroring app used on all models of Boxlight Interactive Flat-Panel Displays that allows teachers to orchestrate up to six simultaneous displays across Windows, Chrome OS, Android and iOS, and casting of the MimioPro 4 to all the devices in a classroom; NDMS (Network Device Management Systems), a cloud-based device management system to remotely manage displays, troubleshoot, message, and schedule; and CleverStore – app store which houses curated Android applications that are safe for teachers to install onto the display.
| ● | Floating widgets such as annotate-over-video, screen capture, calculator and others; |
| ● | Unplug’d – Boxlight’s mirroring app that allows teachers to orchestrate up to four simultaneous displays across Windows, Chrome OS, Android and iOS and casting of the MimioDisplay to all the devices in a classroom; |
| ● | NDMS – Boxlight’s cloud-based device management system to remotely manage displays; and |
| ● | K12-Store – a curated list of Android applications that teachers can install onto the device. |
Mimio DS Series Non-Interactive DisplayThe Mimio DS Series displays are high-definition displays that feature enhanced color calibration, precise picture quality adjustment, flicker-free and anti-glare viewing and are available in six sizes – 43", 55”, 65”, 75”, 86”, and 98”. The Mimio DS series runs on Android 11 with seamless OTA upgrading, includes a quad-core CPU, 4 GB of RAM, and an invisible IR receiver. Connectivity is made easy with multi-functional USB Type-C ports that enable 4K audio and video transmission, network connections, charging external devices, and provide access to external microphone and camera. The displays can be orientated vertically or horizontally and tilt up to 15-degree for easy viewing from high places. Multiple displays can daisy chain via HDMI ports, up to 3 by 3, and create a larger, unified display through screen splicing. The displays come with CleverLive management and digital signage platform for enhanced control of content on all displays.
MimioWall
MimioWall LED all-in-one display solution is designed to enrich any space, including classrooms, entryways, hallways, shared spaces, and more. Available in nine different sizes (120” - 299”) including three ultra-wide screen options, the 4K UHD Android digital display and built-in speakers provide users an exceptional and immersive experience. Key features include integrated design with no external devices; 3-in-1 board that integrates power supply, a receiving card, and hub board; smart remote-control access to settings; plug-and-play system with one button on/off; and unified hardware. MimioWall enables users to screen-share wirelessly to/from up to four devices (smartphones, tablets, laptops) simultaneously. Also comes with CleverLive digital signage platform to deliver campus- and site-wide communication of information, announcements, and emergency alerts.
MimioTeach Interactive Whiteboard
Boxlight’s
MimioTeach is one of our best known and longest-lived products. Hundreds of thousands of MimioTeach
portable digital interactive
whiteboardswhiteboard systems and its predecessor models are used in classrooms around the world. MimioTeach can turn any whiteboard (retrofit) into an interactive whiteboard in as little as 30 seconds. This portable product fits into a tote bag with room for a small desktop projector, which is attractive to teachers who move from classroom to classroom. For schools where “change is our normal,” MimioTeach eliminates the high cost of moving fixed-mount implementations.
MimioFrame can turn a projection (dry erase) board into an Interactive Whiteboard in 10-15 minutes. Millions of classrooms already have a conventional whiteboard and a non-interactive projector. MimioFrame uses infrared (IR) technology embedded in the four sides of the frame to turn that non-interactive combination into a modern
10-touch-interactive10touch-interactive Digital Classroom. No drilling or cutting is required, MimioFrame easily and quickly attaches with industrial-strength double-sided tape.
MimioBoard Touch Interactive Whiteboard
Boxlight’s MimioBoard Interactive Touch Boards are available
Classroom Audio and School-wide Communication Category
Juno
Juno® is the towering standard of sound quality that reinforces a teacher’s voice so that every student gets a FrontRow seat. Juno sets up in
78” 4:3 aspect ratiominutes — and
87” 16:10 aspect ratio. These boards provide sophisticated interactivity with any projector becauseyet evenly fills the
touch interactivity is built into the board. Unlike many competitive products, Boxlight’s touch boards are suited for use with dry erase markers. Many competitive products advise against using dry erase markers because their boards stain. Boxlight’s touch boards use a porcelain-on-steel surface for durability and dry erase compatibility. The Boxlight Touch Boards are also much lighter weight than most competitive products which results in faster, easier and a lower cost installation process.Non-Interactive Projectors
We distribute a full line of standard, non-interactive projectors. The Cambridge Series features embedded wireless display functions and is available in short and standard throw options. Offering brightness from 2,700 to 4,000 lumens, we furnish projectors for small classrooms to large classroomsclassroom with the Cambridge platform. This serieskind of exciting, multi-layered stereo sound typical of larger installed systems. Juno is availablesuperior to other products in both XGAthe classroom audio category, offering premium features such as feedback suppression, digital EQ, Bluetooth, and WXGA resolutionsteacher voice priority. Juno is also uniquely expandable, with the ability to replace projectorsadd modules for additional microphones, speakers, analog page override, and Conductor compatibility for networked campus communication.
EzRoom
EzRoom™ is an integrated AV solution designed for larger capital projects such as technology retrofits or new school construction. A highly customizable solution, EzRoom offers wall and ceiling mountable enclosures with pre-installed options customized for a school’s needs, simplifying the installation process for AV integrators (resellers). EzRoom is an “everything but the display” solution, providing sound reinforcement, microphones, speakers, AV control devices, AV wall plates, and networked cameras. The depth and breadth of the solution necessitates a service layer of pre-sale and post-sale support for the channel, supplied by FrontRow architectural/engineering consultant liaisons, providing design support, and the FrontRow Technical Services Group, offering system commissioning and customization. EzRoom
can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible programmability and ease-of-use features found nowhere else. The ELEVATE teacher microphone can be used as a wearable alert device, notifying administrators of urgent situations in the classroom.
Lyrik
The Lyrik™ amplification solution is a small yet portable system for instruction and audio media to be heard anywhere, from the classroom to the bus line, or even online. The tower has an integrated rechargeable battery and can be connected to a computer or other auxiliary audio source either directly using cables or wirelessly using Bluetooth®. Weighing less than 10 pounds, Lyrik is designed to be taken anywhere voice reinforcement is needed whether on campus or off.
Conductor
The Conductor™ School Communication System is an IP-based, campus-wide communication and control solution that allows administrators to manage their day-to-day operations with Bells, Paging, Intercom, and Alerts. Built on a client-server architecture that utilizes a school’s existing
interactive whiteboards innetwork, Conductor streams digital audio directly to FrontRow EzRoom and Juno Connect equipped classrooms,
operating on limited budgets. The Company has designed this platformand interfaces with legacy analog paging systems for common areas to provide
easy user maintenancecomprehensive audio coverage for announcements and alerts. The recently introduced Attention! feature integrates the CleverLive digital signage service with
side-changing lampsConductor to synchronize audio with visual alerts to Clevertouch and
filters and developed HEPA filtration systems for harsh environments.OverMimio interactive panels to maximize the past several years, working together with strategic allies, we have provided customized products that fit specific needsimpact of customers, such as the Israeli Ministry of Defense. Working with Nextel Systems, the Company delivered approximately 4,000 projectors, with special kitting performance, asset tagging, custom start up screens, operating defaults appropriate for harsh environments, and other unique product specifications. The Company also met requirements that each projector contain at least 51% U.S. content and be assembled in the United States. A service center was appointed in Israel to provide warranty service and support. The US Army in connection with the Israeli Defense Forces found the Company to be the only manufacturer able to meet the stringent requirements, leading not only to the original multi-year contract, but to extensions for favorable execution and performance.
school-wide or zone-specified communications. Classroom Audio Category
Not every classroom is acoustically efficient and not every child has normal hearing. However, learning is noticeably enhanced when each child receives clear, intelligible instruction throughout the day, regardless of class size, background noise, seat location, or if the child has a mild hearing loss. Audio systems are becoming standard for new construction and refurbishment projects, and the federal government passed the Americans With Disabilities Act (ADA) and provides funding support for such solutions. For this reason, Boxlight has launched this new category and the debut product is MimioClarity. Boxlight also acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus audio solutions for the education market.
STEM Category
Through the acquisitions of Modern Robotics, Robo3D and MyStemKits, Boxlight has added to its portfolio a growing category of STEM (science, technology, engineering, and math) products.
The Mimio MyBot system bridges the gap between learning about robotics in the classroom and the application of robotics in the real world.
OurThe intuitive and accessible system helps students develop core skills in programming, engineering, and robotics. We provide a system to facilitate learning and ignite a passion in students with the freedom and flexibility to build, code, and test new and unique models. Mimio MyBot allows students to explore and learn freely while removing common obstacles such as requiring network infrastructure changes or expensive workstations.
Robo E3,
and the Robo E3 Pro
(Coming Soon) and Robo C2 are smart, safe, and simple 3D printers that come with access to over 300+ lessons of 3D printable STEM curriculum, replacement materials and accessories.
MyStemKits offers hundreds of standards-driven lesson plans,
activities, assessments, and Design Challenges for grades K-12 math and science teachers. High-quality lessons plans are developed and studied by The Florida Center for Research in Science. Technology, Engineering, and Mathematics (FCR-STEM), which is part of one of the nation’s oldest and most productive university-based education research organizations.
MimioView document camera
Boxlight’s MimioView 350U is a 4K document camera that is integrated with MimioStudio to make the combination easy to use with a single cable connection that carries power, video, and control. MimioView 350U is fully integrated into our MimioStudio software solution and is controlled through MimioStudio’s applications menu. With two clicks, the teacher or user can turn on, auto-focus, and illuminate the included LED lights for smooth high-definition images.
Educational Software Category
Boxlight’s
The Mimio suite of software
and applications is a combination of titles from acquisitions of Mimio,
Qwizdom, and
Qwizdom, both wereSahara (Clevertouch) - leading brands in the IWB and Formative Assessment Software Categories, and since then capabilities have been built upon that
IP since.IP. The premise of our software is
to: | ● | Provide the “glue” that integrates the hardware to provide a Connected Classroom. |
| ● | Help educators inform their decisions in the classroom, through more systematic data about their students’ performance and behaviors. |
| ● | Help make learning be more engaging, interactive, accessible and innovative. |
to provide the “glue” that integrates the hardware to provide a Connected Classroom; help educators inform their decisions in the classroom, through more systematic data about their students’ performance and behaviors; make learning more engaging, interactive, accessible, and innovative; and support teachers in becoming more efficient in planning, preparation, reporting and analysis, and effective in instruction and assessment. | ● | Help teachers be more efficient in planning, preparation, reporting and analysis, and effective in instruction and assessment. |
MimioStudio Interactive Instructional Software
MimioStudio Interactive Instructional Software enables the creation, editing, and presentation of interactive instructional lessons and activities. These lessons and activities can be presented and managed from the front of the classroom using any of Boxlight’s
front of classroomfront-of-classroom display systems including MimioTeach,
+ our non-interactive projectors, ProColor Interactive LED panels,
MimioBoard Touch + our non-interactive projectors, MimioFrame + our non-interactive projectors or ProjectoWrite “P” Series interactive projectors in either pen or touch controlled versions.MimioPro 4, and MimioFrame. MimioStudio can also be operated using
MimioPad as a full-featured remote control or a mobile device such as an iPad or tablet
which includes a display screen that fully replicates the front-of-classroom display generated by MimioStudio. Operation with a mobile device is enabled via the three-user license for MimioMobile, provided with the MimioStudio license that accompanies all front-of-classroom devices from Mimio.
MimioMobile Collaboration and Assessment Application
The introduction of MimioMobile, a software accessory for MimioStudio, in 2014 introduced a new era of fully interactive student activities that are directly and immediately able to be displayed on the front-of-classroom interactive displays through MimioStudio.
MimioMobile allows fully interactive activities to be pushed to student classroom devices. The students can manipulate objects within the activities, annotate “on top” of them, and even create completely new content on their own handheld devices. MimioMobile also enables assessment using
the mobile devices. The teacher can create multiple choice, true\false, yes\no, and text entry assessment questions. The students can respond at their own
speedpace and their answers are stored within MimioStudio from which the teacher can display graphs showing student results. This “continuous assessment”
allowsprovides formative assessment that can help guide the teacher as to whether to re-teach the material if understanding is low or move forward in the lesson. We believe that this interactive and student dependent instructional model can dramatically enhance student outcomes.
Oktopus
OKTOPUS Instructional and Whiteboarding Software
Designed specifically for touch-enabled devices,
OktopusOKTOPUS Interactive Instructional Software enables the creation, editing, and presentation of interactive instructional lessons and activities. More than 70 interactive widgets, tools, and classroom game modes make it simple and fun to run ad-hoc or pre-planned sessions. Similar to MimioStudio, these lessons and activities can be presented and managed from the front of the classroom using any of Boxlight’s
front of classroomfront-of-classroom display systems.
Notes+ Collaboration and Assessment Application
Notes+ is a software accessory for use with
OktopusOKTOPUS Software or a PPT plugin that allows students to view and interact with the teacher presentation during a live class session. Students can answer questions, annotate, request help, and share content with the main display from nearly any mobile device or laptop. Question types supported include multiple choice,
multiple-mark,multiple mark, yes/no, true/false, sequencing, numeric and text response.
GameZones Multi-student Interactive Gaming Software
GameZones allows up to four students to work simultaneously on a touch screen or tablet to complete interactive ‘game style’ activities. The solution is extremely simple and easy to use and includes over 150 educational activities.
MimioInteract Multi-student Interactive Gaming Software
MimioInteract allows up
MimioConnect Student Engagement Platform
MimioConnect is an online student engagement platform that combines innovative lesson building and instructional tools to fourcreate an active learning environment. Teachers can create interactive content and assessments from scratch, import existing lessons and content, or draw from 10,000+ premade digital lessons in the lesson library. Built-in tools for collaboration, instant polling, assessment, student monitoring and management, make classroom teaching and discussion more impactful. Other modes extend usage outside of the classroom, allowing students to work simultaneously oncomplete homework or review daily lessons at their own pace. MimioConnect also integrates deeply with all the major LMS (Learning Management System). Users can sign in and access assignments through their LMS, use existing rosters, and pass data back to the LMS. MimioConnect helps teachers and students connect, collaborate, and learn more effectively from anywhere, making it a touch screen or tablet to completeperfect solution for inside and outside the classroom. A MimioConnect Classroom license (lifetime) and MimioConnect Pro license (1 year) accompanies all front-of-classroom Boxlight displays.
LYNX
Designed for interactive ‘game style’ activities. The solution includes over 200 educational activitiesdisplays, LYNX Whiteboard is a free-to-use lesson building app, enabling student collaboration and allowsallowing teachers to create or modify activities through the software.bring vibrancy to their lessons with a built-in media search. In addition, LYNX Whiteboard provides searchable images, GIFs and videos, allowing users to drag content into whiteboard presentations, all in a safe search enabled environment. With teacher favorites, such as Rainbow Pen and Spotlight included, as well as interactive learning tools, LYNX Whiteboard is packed with features to make lessons flow seamlessly.
Peripherals and Accessories
We offer a line of peripherals and accessories,
including amplified speaker systems, mobile carts, installation accessories, and adjustable wall-mount accessories that complement our entire line of interactive
projectors, interactive LED
flat panelsflat-panels and
standard projectors.MimioVote Student Assessment System
Boxlight’s MimioVoteaudio solutions.
LessonCam Instructional Camera
The FrontRow LessonCam is a handheld “clicker” that enables student assessmenthigh-definition Pan, Tilt, Zoom (PTZ) instructional camera with essentially zero training. MimioVote12x optical zoom, enabling dynamic and engaging remote-only, hybrid, or asynchronous learning. LessonCam integrates with the FrontRow EzRoom and Juno classroom audio systems with popular video conferencing solutions such as Microsoft Teams, Microsoft Skype, Zoom, Google Meet, and Cisco Webex. LessonCam is so simple it genuinely qualifiesa stand-out educational tool for teachers who want to engage with students wherever they are learning.
Clever Peripherals
Our Ever-growing suite of Clevertouch products includes a variety of Clever Peripherals such as
intuitive, an elusiveOPS PC modules, which is a windows i5 and
often proclaimed attribute that is actually merited by MimioVote. MimioVote fully integratesi7 modular PC, and our sensor module which plugs into the
MimioMobile environmentClevertouch screens and
offers everything from attendancemeasures temperature, humidity CO2 and air quality as well as an NFC.RFID sensor for logging into screens. In addition, we also offer our Clever Connect device that allows users to
fully immersive and on-the-fly student assessment. The MimioVote was specifically designed to survive the rigors of even kindergarten and elementary classrooms where being dropped, stepped on, and kicked are all part of a normal day. The handset’s non-slip coating helps keep it from sliding off desktops or out of little hands. Should they take “flight”, Mimio Vote’s rugged construction keeps each handset working.MimioPad wireless pen tablet
MimioPad is a lightweight, rechargeable, wireless tablet used as a remote control for the MimioStudio running on a teacher’s Windows, Mac, or Linux computer. MimioPad enables the teacher to roam the classroom which significantly aids classroom management. MimioPad is a classroom management tool which can be handed off to enable a student to be part of the interactive experience – all without leaving their seat to gomirror directly to the frontscreen. These and other Clever Peripherals continue to enhance the user experience of the room.
our Clevertouch displays.
Boxlight-EOS Professional Development
Boxlight
Mimio strives to provide the best tools to help teachers improve student outcomes. Through our subsidiary, EOS Education, we can extend our commitment to schools and districts by providing a rich portfolio of classroom training, professional development, and educator certification.
We provide EOS Education provides engaging and differentiated professional development for teachers to ensure that every student does benefitbenefits from the technology tools available in their classrooms and schools. Programs can be customized, building comfort, confidence, and confidencecompetence using the specific hardware and software platforms available to each teacher.
EOS
isEducation unique
because: | ● | Teacher-centric: We help teachers use the technology they have access to for their specific instructional purposes—we go beyond just point and click. |
| ● | Hands-on: Teachers have an opportunity to practice new technical skills during sessions. |
| ● | Differentiated: Adjusted to current skills, knowledge, and teachers’ in-classroom practices. |
| ● | Job-embedded: Grounded in day-to-day teaching to be relevant, engaging, and practical to implement. |
| ● | Student context: Introducing technology tools to students and how to engage them with purpose. |
professional learning experiences are:•Teacher-centric - We help teachers use the technology they have access to for their specific instructional purposes—we go beyond just point and click.
•Hands-on - Teachers have an opportunity to practice new technical skills during sessions.
•Differentiated - Adjusted to current skills, knowledge, and teachers’ in-classroom practices.
•Job-embedded - Grounded in day-to-day teaching to be relevant, engaging, and practical to implement.
•Student context - Introducing technology tools to students and how to engage them with purpose.
We have centralized our business management for all acquisitions through an enterprise resource planning (ERP) system which offers streamlined subsidiary integration utilizing a multi-currency platform. We have strengthened and refined the process to drive front-line sales forecasting to factory production. Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency. As we
grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable for timely and effective business decisions.
Logistics is currently provided in the US by our Lawrenceville, Georgia facility and internationally by the Sahara team in London. Together these teams manage
and multiple third-party logistics partners throughout the world (3PL’s). These 3PL partners allow Boxlight to provide affordable freight routes and shorter delivery times to our customers by providing on-hand inventory in localized markets. Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering specifications and utilizing IP developed and owned by Boxlight. Boxlight’s factories for ODM and OEM are located in the USA, Taiwan,
Mainland China,
Germany, and
Germany.Turkey.
Technical Support and Service
The Company currently has its core technical support and service centers located near
Seattle, WA, Boston, MA, Atlanta, GA, London, England, and Belfast, Northern Ireland. Additionally, the Company’s technical support division is responsible for the repair and management of customer service cases, resulting in more than 60% of the Company’s customer service calls ending in immediate closure of the applicable service case. We accomplish this as a result of the familiarity between our products and having specialized customer service technicians hired internally and with key partners in certain international markets.
Our sales force consists of
4556 account managers in EMEA including
a head ofan EMEA sales
18director, 41 regional account managers in the
USU.S. including
a headtwo Vice Presidents of
Sales U.S., four sales
heads based in Canada, three sales heads in Northern Ireland, two in Australia, and one in Latin
America, and a new role for head of corporate sales in the US.America. Our marketing team consists of
oneour Vice President of Marketing Communications,
one Marketing Coordinators, one Education Specialist,a senior manager of marketing, four marketing specialist, an education specialist, and
one Graphic Designer).a graphic designer. Our sales force and marketing teams primarily drive sales of all Boxlight products
(including our Mimio, Clevertouch, FrontRow and EOS brands) throughout North, Central and South America, Europe, the Middle East and Asia. In addition, we go to market through an indirect channel distribution model and utilize traditional value-added resellers and support them with training to become knowledgeable about the products we sell. We currently have approximately 800 resellers.
We believe we offer the most comprehensive product portfolio in today’s education technology industry, along with best-in-class service and technical support. Our award-winning, interactive classroom technology and easy to use line of classroom hardware and software solutions provide schools and districts with the most complete line of progressive, integrated classroom technologies available worldwide.
We are also developing our Corporate, Higher Education and Government solutions and have separate sales teams in both the U.S. and in other countries focused on these areas. Our expectation is that over time, opportunity in these areas will expand to be as large or potentially larger than our K-12 Education business.
The interactive education industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive
projectorsflat-panels and interactive whiteboards. Interactive
whiteboards,displays, since
the time they were first introduced, have evolved from a high-cost technology that involves multiple components requiring professional installers, to a one-piece technology that is available at increasingly reduced-price points and affords simple installations. With lowered technology entry barriers, we face heated competition from other interactive
whiteboarddisplay developers, manufacturers and distributors. We compete with other developers, manufacturers and distributors of interactive
projectorsdisplays and personal computer technologies, tablets, television screens and smart phones, such as Smart Technologies, Promethean, ViewSonic, Dell Computers, Samsung, Panasonic and ClearTouch.
Even with these competitors, the market presents new opportunities in responding to demands to replace outdated and failing interactive wthiteboardsdisplays with more affordable and simpler solution interactive whiteboards.displays. Our ability to integrate our technologies and remain innovative and develop new technologies desired by our current and potential new contract manufacturing customers will determine our ability to grow our contract manufacturing divisions. In addition, we have begun to see expansion in the market tofor sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, data capture and tablets.
EmployeesEmployees
As of December 31, 2021,2023, we had the following distribution of employees:
|
Operations | | |
Operations
| | 28
|
Sales & Marketing | | 95117
|
Administration | | 6021
|
Total | | 183228
|
All of our employees are full-time employees. None of our employees are represented by labor organizations. We consider our relationship with our employees to be excellent. A majority of our employees have entered into non-disclosure and non-competition agreements with us or our operating subsidiaries.
On December 31, 2021, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight, FrontRow, and Sahara as guarantors
(together the "Loan Parties"), entered into a maximum
four yearfour-year $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with
WhitehawkWhiteHawk Finance LLC, as lender (the “Lender”), and
White HawkWhiteHawk Capital Partners, LP, as collateral
agent(“agent (“the Collateral Agent”). Under the terms of the Credit Agreement, the Company received an initial term loan of $58.5 million on December 31, 2021 (the “Initial Loan”) and obtained a delayed draw facility of up to $10 million (the “Delayed Draw”). The Initial Loan and the Delayed Draw are collectively referred to as
Thethe Term Loans. The
Term Loans will“Term Loans” bear interest at the LIBOR rate plus 10.75%; provided that after June 30, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25, the interest rate would be reduced to LIBOR plus 10.25%. Such terms are subject to the Company maintaining a borrowing base in
terms compliantcompliance with the Credit Agreement.
The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow
and pay off all indebtedness owed to our then lenders.
The terms ofOf the
Credit Agreement and related loans are described in more detail in the section entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” The Initial Loan, $8.5 million, was subject to repayment on February 28, 2022, with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022, and the $40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025.
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 528,16966,022 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 2,043,291255,412 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $2.00$16.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our stock is then trading below $2.00$16.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount. In
addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees and other costs in connection with the execution of the Credit Agreement. Based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Warrant was reduced to
$1.19$9.52 per
share.share and the shares increased to 429,263. On March 29,July 22, 2022, the Company receivedentered into a NoticeSecurities Purchase Agreement with an accredited institutional investor. According to the terms of Eventsthe Credit Agreement, this purchase agreement triggered a reduction of Defaultthe exercise price of the Warrants. The Warrants were repriced to $8.80, and Reservationshares increased to 464,385.
In February 2022, the Lender and the Company agreed in principle to an extension of
Rights (the “Notice”) fromthe February 2022 Payment. Pursuant to amendment to the Credit Agreement, dated April 4, 2022, the Collateral
Agent. The Notice alleged, amongAgent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023 and waive and/or otherwise extend compliance with certain other
things, defaults as a resultterms of
(i)the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms (the “First Amendment”). In July 2022, the Company and the Lender agreed that the notice had inadvertently included the default with respect to the failure to repay $8.5 million of the
facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents.facility. As a result,
ofnotwithstanding the
Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the Events of Default are either waived or cured.
Following the Company’s receipt on March 29, 2022 of a Notice of Events of Default and Reservation of Rights (the “Notice”) described below, on April 4, 2022, the Company,notice, both the Lender and the Collateral Agent amendedCompany have agreed that the Credit Agreement. Company was not in default in making the February 2022 Payment to the Lender.
The principal elements of the amendmentFirst Amendment included (a) an extension of time for the Loan Parties to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 ofin over advances to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties intend to obtainhave obtained credit insurance on certain key customers whose principal offices are
located in the European Union and Australia as, without the credit insurance, their accounts owed to the Loan Parties werehad been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.
In addition, the Lender and Collateral Agent agreed to (i) reduce, through JuneSeptember 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to LiborLIBOR plus + 9.75%) after delivery of the Loan Parties’ JuneSeptember 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default (as defined therein) under the Credit Agreement. In conjunction with the amendmentthis First Amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5% for payments made on or before December 31, 2022, (ii) 4% for payments made between January 1, 2023 and December 31, 2023, and (iii) 2% for payments made between January 1, 2024 and December 31, 2025. Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of ECF or casualty events.
See Note 17, “Subsequent Events”, for
On March 29, 2022, the Company received a descriptionnotice from the Collateral Agent, alleging, among other things, defaults as a result of (i) failure to repay $8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the events of default were either waived or cured.
On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023. The principal elements of the April amendment included (a) an extension of time to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3.5 million in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts. In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement. Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term
Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.
On June 21, 2022, the Company and substantially all of its direct and indirect subsidiaries, entered into a second amendment (the “Second Amendment”) to the Credit Agreement December 31, 2021 and as amended on April 4, 2022, with the Collateral Agent and Lender. The Second Amendment to the
credit agreement,Credit Agreement was entered into for purposes of the Lender funding a $2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.
On April 24, 2023, the Loan Parties entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender. The Third Amendment was entered into for purposes of the Lender funding an additional $3.0 million delayed draw term loan (the “Additional Draw”). The Additional Draw was funded on April 24, 2023, must be repaid on or prior to September 29, 2023, and is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments. The completion of the Additional Draw eliminates further delayed draws under the Credit Agreement. On July 20, 2023, the Company paid the $3.0 million due under the terms of the Third Amendment. There were no prepayment penalties or premiums included with this payment.
On June 26, 2023, the Loan Parties entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate. Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended. The Fourth Amendment made no other changes to the Credit Agreement.
Effective as of March 14, 2024, the Loan Parties entered into a fifth amendment (the “Fifth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the purpose of amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment),In addition, the Lender and Collateral Agent agreed to waive any actual or potential event of default that may have arisen as a result of the Loan Parties failure to comply with certain financial covenants required in the fiscal quarter ended December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also added additional financial reporting obligations and potentially may include certain foreign subsidiaries of Boxlight Inc. as additional guarantors under the Credit Agreement.
Although, as of the date of this report, we have been successful in obtaining a waiver from the Lender regarding the above mentioned financial covenant default, there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future. See “Item 1 Risk Factors - Risks Related to Our Business, Operations and Financial Condition - We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.”
An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this Annual Report,
on Form 10-K, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following:
| ● | our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of the ongoing COVID-19 pandemic; |
| ● | our inability to predict or adapt to the unstable market and economic conditions of the global economy |
| ● | our ability to continue to attract and retain customers; |
| ● | our ability to sell additional products and services to customers; |
| ● | our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans; |
| ● | our ability to successfully maintain a competitive position in our industry and market; |
| ● | our ability to manage our business and sell our products within a changing and evolving industry environment; |
| ● | our ability to locate and leverage potential growth opportunities; |
| ● | our ability to achieve expected technological advances by us or by third parties and our ability to leverage them; |
| ● | our ability to integrate our business acquisitions fully and successfully into the Boxlight’s existing business and platform; |
| ● | the effects of future regulation; and |
•our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of a global pandemic linked to the COVID-19 pandemic or any future pandemics;
•our inability to predict or adapt to the unstable market and economic conditions of the global economy;
•our ability to continue to attract and retain customers;
•our ability to sell additional products and services to customers;
•our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans;
•our ability to successfully maintain a competitive position in our industry and market;
•our ability to manage our business and sell our products within a changing and evolving industry environment;
•our ability to locate and leverage potential growth opportunities;
•our ability to achieve expected technological advances by us or by third parties and our ability to leverage them;
•our ability to integrate our business acquisitions fully and successfully into Boxlight’s existing business and platform;
•the effects of future regulation; and
•our ability to protect and monetize our intellectual property.
Risks Related to Our Business, Operations and Financial Condition
We have not complied with certain covenants,minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.
As mentioned before, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and acceleration all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future. We are considering various alternatives to potentially refinancing such indebtedness. We believe that our ability to do so will require an improvement of our 2023 financial performance in 2024. In addition, there is no assurance that we will refinance the indebtedness, so if so, the terms will be favorable to us. Additionally, we have disclosed this in our periodic reports filed with the SEC that there is substantial doubt about our ability to continue as a going concern.
We have a substantial amount of indebtedness bearing interest at a variable rate, which may adversely affect our cash flow and our ability to operate our business.
We have a significant amount of indebtedness. As of December 31, 2023, we have approximately $43 million of indebtedness outstanding, all of which is secured. Our substantial amount of indebtedness could have important consequences. For example, it could:
| ● | our ability to protect and monetize our intellectual property. |
•increase our vulnerability to adverse economic, industry or competitive developments;•result in an event of default if we fail to satisfy our obligations with respect to our Credit Agreement or which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;
COVID-19 Risks
Circumstances
•require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities;
•limit our ability to service our indebtedness;
•limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or general corporate purpose;
The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects.
In addition, borrowings under the Credit Agreement bear interest at variable rates. If these rates were to increase significantly, the risk related to our substantial indebtedness would intensify. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.
Unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas may adversely affect our business, financial condition, or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Inflation rates, particularly in the United States, have increased recently to levels not seen in years. Increased inflation may result in increased operating costs (including our labor costs), reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks, which may impact our ability to raise additional capital in the future. The March 2023 failure of Silicon Valley Bank and its potential near- and long-term effects on the overall banking industry, may also adversely affect our operations and stock price. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine.
On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops began. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions. While neither Ukraine nor Russia is a key supplier of ours, the scope, intensity, duration and outcome of the ongoing war is uncertain and its continuation or escalation could have a material adverse effect on our business due to the general impact on the global supply chain and prices of certain commodities. While we presently have no business or direct trade relationships with entities located in Russia or Ukraine, the ongoing conflict between Russia and Ukraine could potentially cause supply chain disruptions that could disrupt our business should any of our end-suppliers rely on supplies, products or shipments from those regions.
In response to the war, the United States, other North Atlantic Treaty Organization (“NATO”) member states, as well as non-member states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. Any continuation or escalation of the war may trigger a series of additional economic and other sanctions. Certain companies have experienced negative reactions from their investors, employees, customers, or other stakeholders as a result of their action or inaction related to the war between Russia and Ukraine. We continue to monitor the reactions of our investors, employees, customers and other stakeholders and, as of the date of this report, have neither experienced any material adverse financial impacts nor suffered from the loss of key customers or employees.
Further, in October 2023, a military conflict commenced between Israel and Hamas. It is not possible to predict the broader or longer-term consequences of these conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions,
currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from these new challenges. We may also be the subject of increased cyber-attacks. While currently the countries involved in these conflicts do not constitute a portion of our business, a significant escalation or expansion of economic disruption or the conflicts' current scope could have a material adverse effect on our results of operations.
In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in Russia. For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations and could increase the frequency and severity of cyber-based attacks against our information technology systems. While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.
We insure ourselves against many types of risks; however, while this insurance may mitigate certain of the risks associated with general market disruptions, including the risk related to the banking system and the ongoing war in Ukraine, our level of insurance may not cover all losses we could incur. The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition.
War, terrorism, other acts of violence, changing circumstances related to the COVID-19 Pandemic
or potential effects of future pandemics, are
increasingly unpredictable and could adversely affect our business operations and the market for our products.
War, terrorism, other acts of violence or natural or man-made disasters, including a global pandemic, may affect the markets in which the Company operates, the Company’s customers, the Company’s delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial conditions.
The Company’s business may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the
recentCOVID-19 outbreak
of the coronavirus commonly referred to as “COVID-19”)which commenced in 2020). Such events may cause customers to suspend their decisions on using the Company’s products and services, make it impossible to attend or sponsor trade shows or other conferences in which our products and services are presented to customers and potential customers, cause restrictions, postponements and cancellations of events that attract large crowds and public gatherings such as trade shows at which we have historically presented our products, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services, commitments to develop new products. These events also pose significant risks to the Company’s personnel and to physical facilities, transportation and operations, which could materially adversely affect the Company’s financial results.
As a result of
While conditions surrounding the
ongoing COVID-19 pandemic
seem to have stabilized, there is
nonetheless a risk related to modification of the traditional classroom setting,
similar to what occurred during 2020 to 2021 when many classrooms were all virtual, that may result in reduced demand for our classroom solutions, including reduced demand for our interactive displays due to extended or indefinite distance and digital learning.
There is also a risk of reduced borrowing with our factoring and purchase order financing facilities, as well as
the risk of inability to raise additional capital.
Education markets in the U.S., and around the world, are being negatively affected by COVID-19, as state and local governments are finding themselves increasingly short on funding, which could result in a significantly depressed market for our products.
The U.S. has experienced a substantial economic downturn, with unemployment reaching numbers not seen since the Great Depression. While this present economic downturn occurred as a direct result of the ongoing COVID-19 pandemic, and the resulting shelter-in-place guidelines set in place by state and local governments, we do not yet know how severe or long lasting the present economic downturn will be. At present, the budgets of many state and local governments, including budgets for local schools and school districts to whom we market our products, are likely to be severely impacted as funds that may have been earmarked for educational resources are moved to cover budget shortfalls to meet the increased healthcare costs and those of first responders. Governmental authorities have taken significant measures to provide economic assistance to individual households and businesses, stabilize the markets, and support economic growth. The success of these measures is unknown, and they may not be sufficient to fully mitigate the negative impact of the pandemic or its effect on the market for our goods and services.
Risks Related to Our Business, Operations and Financial Condition
We generate a substantial portion of our revenue from the sale of our display products, and any significant reduction in sales of these products would materially harm our business.
For the year ended December 31, 2021,2023, we generated approximately 92.7%78% of our revenuerevenues from sales of our interactive display products, consisting of projectors, interactive projectorsflat-panels and interactive flat panels.whiteboards. A decrease in demand for our interactive displays would significantly reduce our revenue. If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products.
Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year.
Our revenues and operating results normally fluctuate as a result of seasonal variations in our business, driven largely by the purchasing cycles of the educational market. Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. We expect quarterly fluctuations in our revenues and operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced. As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.
We are required to retire $8,500,000 of senior secured indebtedness by February 28, 2023.
Under the terms of our amended credit agreement with Whitehawk, we are obligated to reduce the $58.5 million Initial Term Loan by $8.5 million by not later than February 28, 2023. We believe we have adequate capital or ability to obtain capital in order to repay the $8.5 million.
In addition, at the date of this Annual Report an aggregate of 63,821,901 shares of our Class A common stock was issued and outstanding and the closing price of our Class A common stock, as traded on the Nasdaq Capital Market, was only $1.38. Accordingly, unless the market price of our Class A common stock rises significantly, existing shareholders will suffer significant dilution to their equity even if we sell additional equity securities prior to December 31, 2022.
Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition.
Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to quarterly and yearly fluctuations, depending on a number of factors. Factors which could result in cash flow fluctuations include:
| ● | the level of sales and the related margins on those sales; |
| ● | the collection of receivables; |
| ● | the timing and size of purchases of inventory and related components; and |
| ● | the timing of payment on payables and accrued liabilities. |
•the level of sales and the related margins on those sales;
•the collection of receivables;
•the timing and size of purchases of inventory and related components; and
•the timing of payment on payables and accrued liabilities.
If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected. For example, we may be unable to make required interest payments on our indebtedness.
We operate in a highly competitive industry.
We are engaged in the interactive education industry. We face substantial competition from developers, manufacturers and distributors of interactive learning products and solutions, including interactive
projectors,flat-panel displays, interactive whiteboards and micro-computer data logging products and any new product we may offer in the future. The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive
projectors,flat-panel displays, interactive whiteboards, and micro-computer-based logging technologies and combinations of them. We face increased competition from companies with strong positions in certain markets we serve, and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products.
Many of these competitors have, and our potential competitors may have, significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. In addition, low-cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price
reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.
Some of our customers are required to purchase equipment by soliciting proposals from several sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively, based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and, in such cases, may lose sales.
Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.
If we are unable to continually enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.
The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays. For example, we have recently observed significant sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays. Accordingly, our future success will depend upon our ability to enhance our products and to develop, introduce and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner.
The development of new technologies and products involves time, substantial costs and risks. Our ability to successfully develop new technologies will depend in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors, including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.
If we are unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.
We may not be successful in our strategy to increase sales in the business and government market.
The majority of our revenue has been derived from sales to the education market. Our business strategy contemplates expanding our sales in both the education market, as well as
to the business and government training sectors. However, to date, there has not been widespread adoption of interactive displays and collaboration solutions in the business and government market, and these solutions may fail to achieve wide acceptance in this market. Successful expansion into the business and government markets will require us to augment and develop new distribution and reseller relationships, and we may not be successful in developing those relationships. In addition, widespread acceptance of our interactive solutions may not occur due to lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make in the business and government markets. In addition, the Boxlight brands are less recognized in these markets as compared to the education market. A key part of our strategy to grow in the business and government market is to develop strategic alliances with companies in the unified communications and collaboration sector, and there can be no assurance that these alliances will help us to successfully grow our sales in this market.
Furthermore, our ability to successfully grow in the business and government market depends upon revenue and cash flows derived from sales to the education market. As the education market represents a significant portion of our revenue and cash flow, we utilize cash from sales in the education market for our operating expenses. If we cannot continue to augment and develop new distributor
and reseller relationships, market our brand, develop strategic alliances and innovate new technologies, we may not be successful in our strategy to grow in the business and government market.
As a result of market saturation, our future sales of interactive displays in developed markets may slow or decrease.
As a result of the high levels of penetration in developed markets, the education market for interactive displays in the U.S., U.K. and Australia may have reached saturation levels. Future sales growth in those markets and other developed markets with similar penetration levels may, as a result, be difficult to achieve, and our sales of interactive displays may decline in those countries. If we are unable to replace the revenue and earnings, we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales in other underserved markets, such as Africa, Latin America, and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected.
We face significant challenges growing our sales in foreign markets.
For our products to gain broad acceptance in all markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country. For example, while our hardware requires only minimal modification to be usable in other countries, our software and content require significant customization and modification to adapt to the needs of foreign customers. Specifically, our software will need to be adapted to work in a user-friendly way in several languages and alphabets, and content that fits the specific needs of foreign customers (such as, for example, classroom lessons adapted to specific foreign curricula) will need to be developed. If we are not able to develop, or choose not to support, customized products and solutions for use in a particular country, we may be unable to compete successfully in that country and our sales growth in that country will be adversely affected. We cannot assure you that we will be able to successfully develop or choose to support customized solutions for each foreign country in which we seek to grow our sales or that our solutions, if developed, will be competitive in the relevant country.
Growth in many foreign countries will require us to price our products competitively in those countries. In certain developing countries, we have been and may continue to be required to sell our products at prices significantly below those that we are currently charging in developed countries. Such pricing pressures could reduce our gross margins and adversely affect our revenue.
Our customers’ experience with our products will be directly affected by the availability and quality of our customers’ Internet access. We are unable to control broadband penetration rates, and, to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered.
In addition, we will face lengthy and unpredictable sales cycles in foreign markets, particularly in countries with centralized decision making. In these countries, particularly in connection with significant technology product purchases, we have experienced recurrent requests for proposals, significant delays in the decision-making process and, in some cases, indefinite deferrals of purchases or cancellations of requests for proposals. If we are unable to overcome these challenges, the growth of our sales in these markets would be adversely affected, and we may incur unrecovered marketing costs, impairing our profitability.
Our suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on
third partythird-party suppliers has adversely affected our revenue and may continue to do so.
We do not manufacture any of the products we sell and distribute and, therefore, rely on our suppliers for all products and components and depend on obtaining adequate supplies of quality components on a timely basis with favorable terms. Some of those components, as well as certain complete products that we sell are provided to us by only one key supplier or contract manufacturer. We are subject to disruptions in our operations if our sole or limited supply contract manufacturers decrease or stop production of components and products, or if such suppliers and contract manufacturers do not produce components and products of sufficient quantity. Alternative sources for our components are not always available. Many of our products and components are manufactured overseas, so they have long lead times, and events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components. In addition, we do not have written supply agreements with our suppliers. Although we are endeavoring to enter into written agreements with certain of all of our suppliers, we cannot assure that our efforts will be successful. Furthermore, due to the impacts of the COVID-19 pandemic the companyCompany may experience materialmaterially adverse impacts on its supply chain.chain in the event of sanctions or shipping embargoes caused by any conflict, war, or pandemics.
We rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our business effectively.
Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development and other employees is intense in the high-technology industry, and we may not be able to attract or retain highly qualified personnel in the future. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.
If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected.
Our success also depends on our having highly trained financial, technical, recruiting, sales and marketing personnel. We will need to continue to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them to our
companyCompany could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings and would have an adverse effect on our business and financial results.
We may have difficulty in entering into and maintaining strategic alliances with third parties.
We have entered into and we may continue to enter into strategic alliances with third parties to gain access to new and innovative technologies and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize and performing under these arrangements may adversely affect our results of operations.
We use resellers and distributors to promote and sell our products.
Substantially all our sales are made through resellers and distributors. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors. Such resellers and distributors may no longer sell our products, or may reduce efforts to sell our products, which could materially adversely affect our business, financial condition and results of operations. Furthermore, if our resellers and distributors’ abilities to repay their credit obligations were to deteriorate and result in the write-down or write-off of such receivables, it would negatively affect our operating results and, if significant, could materially adversely affect our business, financial condition and results of operations.
In addition, our resellers and most of our distributors are not contractually required to sell our products exclusively and may offer competing interactive display products, and therefore we depend on our ability to establish and develop new relationships and to build on existing relationships with resellers and distributors. We cannot
assureensure that our resellers and distributors will act in a manner that will promote the success of our products. Factors that are largely within the control of those resellers and distributors but are important to the success of our products include:
| ● | the degree to which our resellers and distributors actively promote our products; |
| ● | the extent to which our resellers and distributors offer and promote competitive products; and |
| ● | the quality of installation, training and other support services offered by our resellers and distributors. |
•the degree to which our resellers and distributors actively promote our products;
•the extent to which our resellers and distributors offer and promote competitive products; and
•the quality of installation, training and other support services offered by our resellers and distributors.
In addition, if some of our competitors offer their products to resellers and distributors on more favorable terms or have more products available to meet their needs, there may be pressure on us to reduce the price of our products, or those resellers and distributors may stop carrying our products or de-emphasize the sale of our products in favor of the products of these competitors. If we do not maintain and continue to build relationships with resellers and distributors our business will be harmed.
If our electronic data is compromised, our business could be significantly harmed.
We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including current and future products under development, as well as certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to
this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.
A failure to keep pace with developments in technology could impair our operations or competitive position.
Our business continues to demand the use of sophisticated systems and technology. These systems and technologies must be refined, updated and replaced with more advanced systems on a regular basis in order for us to meet our customers’ demands and expectations. If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new system or technology, such as fuel abatement technologies, and a failure to do so could result in higher than anticipated costs or could impair our operating results.
An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or
reputationreputation.
To meet business objectives, the Company relies on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal protection. The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and the confidentiality, integrity and availability of the Company’s sensitive data. The Company continually assesses these threats and makes investments to increase internal protection, detection and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and controls to address these risks. To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action.
The Company maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial losses.Risks Related to our Industry and
Regulations.Regulations
Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue.
Our customers include primary and secondary schools, colleges, universities, other education providers and, to a lesser extent, government agencies, each of which depends heavily on government funding. The effects and duration of the ongoing COVID-19 pandemic, which has resulted in worldwide disruptions in supply chains and economic recession, are as yet unknown. We anticipate that the COVID-19 pandemic and resulting economic recession could cause a substantial disruption in, decrease or stagnation of, spending and budget priorities for government funding of schools, colleges, universities and other education providers and government agencies. The economy had only recently experienced a similar disruption from the worldwide recession of 2008 and subsequent sovereign debt and global financial crisis, which resulted in substantial declines in the revenues and fiscal capacity of many national, federal, state, provincial and local governments. Like in the 2008 financial crisis, where many of those governments have reacted to the
decreases in revenues by cutting funding to educational institutions, we anticipate that governments and governmental entities will react similarly to the economic crisis and resulting decreases in revenue caused by the COVID-19 pandemic by cutting funding to educational institutions. If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute alternative technologies, we could lose revenue.
Any additional decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.
If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.
Because we sell products used by children in classrooms and because our products are subject to environmental regulations in some jurisdictions in which we conduct business and sell our products, we are and will be required to comply with a variety of product safety, product testing and environmental regulations, including compliance with applicable laws and standards with respect to lead content and other child safety and environmental issues. If our products do not meet applicable safety or regulatory standards, we could experience lost sales, diverted resources and increased costs, which could have a material adverse effect on our financial condition and results of operations. Events that give rise to actual, potential or perceived product safety or environmental concerns could expose us to government enforcement action or private litigation and result in product recalls and other liabilities. In addition, negative consumer perceptions regarding the safety of our products could cause negative publicity and harm our reputation.
Risks Related to our Foreign
Operations.Operations
We are subject to risks
inherent ininherently related to our foreign operations.
Sales outside the US represented
67.5%49% of our revenues for the year ended December 31,
2021.2023. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities.
We are
Our significant foreign operations subject
us to several risks
associated withrelated to these international business activities that may increase costs, lengthen sales cycles and require significant management attention. International operations carry certain risks and associated costs, such as the complexities and expense of administering a business abroad, complications in compliance with, and unexpected changes in regulatory requirements, foreign laws, international import and export legislation, trading and investment policies, exchange controls, tariffs and other trade barriers, difficulties in collecting accounts receivable, potential adverse tax consequences, uncertainties of laws, difficulties in protecting, maintaining or enforcing intellectual property rights, difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs, and other factors, depending upon the country involved. Moreover, local laws and customs in many countries differ significantly and compliance with the laws of multiple jurisdictions can be complex, difficult and costly. We cannot
assureensure that risks inherent in our foreign operations will not have a material adverse effect on our business.
We must comply with the Foreign Corrupt Practices Act.
We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery of or other prohibited payments to foreign officials for the purpose of obtaining or retaining business and requires that we maintain adequate financial records and internal controls to prevent such prohibited payments. Our international operations are managed by the Sahara team who are required to comply with the UKU.K. Bribery Act 2010 which goes further than current USU.S. legislation where the Bribery Act is not limited to foreign officials but also includes customers and includes all form of inducement and incentives; the same standard is expected of all our Sahara employees of other European countries where similar legislation is in force under EU-Law Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur in countries where we do business. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new business, which would put us at a disadvantage. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.
Our worldwide operations will subject us to income taxation in many jurisdictions, and we must exercise significant judgment to determine our worldwide financial provision for income taxes. That determination ultimately is an estimate, and, accordingly, we cannot assure that our historical income tax provisions and accruals will be adequate.
We are subject to income taxation in the United States and numerous other jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be materially different from that which is reflected in our historical income tax provisions and accruals. Should additional taxes be assessed
against us as a result of an audit or litigation, there could be a material adverse effect on our current and future results and financial condition.
Certain of our subsidiaries provide products to and may from time to time undertake certain significant transactions with us and our other subsidiaries in different jurisdictions. In general,
cross bordercross-border transactions between related parties and, in particular, related party financing transactions, are subject to close review by tax authorities. Moreover, several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require all transactions with nonresident related parties to be priced using arm’s-length pricing principles and require the existence of contemporaneous documentation to support such pricing. A tax authority in one or more jurisdictions could challenge the validity of our related party transfer pricing policies. If in the future any taxation authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.
If we are unable to ship and transport components and final products efficiently and economically across long distances and borders, our business would be harmed.
We transport significant volumes of components and finished products across long distances and international borders. Any increases in our transportation costs, as a result of increases in the price of oil or otherwise, would increase our costs and the final prices of our products to our customers. In addition, any increases in customs or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our customers or decrease our margins. Such increases could harm our competitive position and could have a material adverse effect on our business. The laws governing customs and tariffs in many countries are complex and often include substantial penalties for non-compliance. Disputes may arise and could subject us to material liabilities and have a material adverse effect on our business.
If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed.
Our extensive foreign operations and sales are subject to far reaching and complex export control laws and regulations in the United States and elsewhere. Violations of those laws and regulations could have material negative consequences for us including large fines, criminal sanctions, prohibitions on participating in certain transactions and government contracts, sanctions on other companies if they continue to do business with us and adverse publicity.
We will be exposed to fluctuations in foreign currencies that may materially adversely affect our results of operations.
Our reporting currency is the U.S. dollar. Sahara
Holdings Ltd. consolidates results using the British pound (with principal functional currencies in British pound, Euro and U.S. dollar) and Boxlight Latin America uses the Mexican Peso as functional currency to report revenue and expenses. As a result, we will be exposed to foreign exchange rate fluctuations when we translate the financial statements of our group companies into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation of any of the group
companiescompanie's financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we may have certain monetary assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. To the extent the U.S. dollar strengthens or weakens against the certain foreign currencies then the translation of foreign currency denominated transactions will result in a change to reported revenue, operating expenses and net income for subsidiary operations. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge fully our exchange rate risks.
We monitor our foreign exchange exposures, and these activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations. As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods.
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.
The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates and uncertainty about economic stability. Any such volatility and disruptions may have adverse consequences on us or the third parties upon
whowhom we rely.
Risks Related to Our Intellectual Property and Technology
Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.
Our products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software “bugs” or failures that are difficult to detect and correct in advance of shipping.
The occurrence of errors and defects in our products could result in loss of, or delay in, market acceptance of our products, including harm to our brand. Correcting such errors and failures in our products could require significant expenditure of capital by us. In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. The Boxlight Group has historically provided product warranties between one and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations and our reputation.
We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.
Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage. Boxlight own rights in patents and patent applications for technologies relating to interactive displays and other complementary products in the United States and other countries such as Germany, Mexico, Israel, Japan, Taiwan and China. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around their patents or develop products similar to our products that are not within the scope of their patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain of our material patents may expire soon and, thereafter, the underlying technology of such patents can be used by any third-party including competitors.
Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management’s attention from other business matters. We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.
In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the United States, the United Kingdom, Mexico, Australia, Malaysia, Canada, Turkey Sweden, Finland, Germany, Holland, and China. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we
will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:
| ● | misappropriation of our proprietary and confidential information, including technology, will nevertheless occur; |
| ● | our confidentiality agreements will not be honored or may be rendered unenforceable; |
| ● | third parties will independently develop equivalent, superior or competitive technology or products; |
| ● | disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or |
| ● | unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur. |
•misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;
We
•our confidentiality agreements will not be honored or may be rendered unenforceable;
•third parties will independently develop equivalent, superior or competitive technology or products;
•disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or
•unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur.
•we cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could: | ● | adversely affect our relationships with current or future distributors and resellers of our products; |
| ● | adversely affect our reputation with customers; |
| ● | be time-consuming and expensive to evaluate and defend; |
| ● | cause product shipment delays or stoppages; |
| ● | divert management’s attention and resources; |
| ● | subject us to significant liabilities and damages; |
| ● | require us to enter into royalty or licensing agreements; or |
| ● | require us to cease certain activities, including the sale of products. |
•adversely affect our relationships with current or future distributors and resellers of our products;
•adversely affect our reputation with customers;
•be time-consuming and expensive to evaluate and defend;
•cause product shipment delays or stoppages;
•divert management’s attention and resources;
•subject us to significant liabilities and damages;
•require us to enter into royalty or licensing agreements; or
•require us to cease certain activities, including the sale of products.
If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.
Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others.
The markets in which we will compete are characterized by the existence of many patents and trade secrets and also by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the extent such of such obligations could require
additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our offerings if they are concerned that they may infringe third partythird-party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results.
If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability.
Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing demands and preferences of customers in a timely manner. If we are unable to introduce new products or technologies in a timely manner or our new products or technologies are not accepted by our customers, our competitors may introduce more attractive products which would adversely impact our competitive position. Failure to respond in a timely manner to changing consumer preferences could lead to, among other things, lower revenues and excess inventory positions of outdated products.
We may be unable to keep pace with changes in technology as our business and market strategy evolves.
We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change.
Risks Related to Our Class A Common Stock
We may not be able to maintain a listing of our Class A common stock on Nasdaq Capital Market, or Nasdaq.
Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. At present, we are in the initial period of 180-day compliance period provided by Nasdaq relating to our failure to maintain the $1.00 minimum bid price requirement. On February 29, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq notifying us that based upon the closing bid price for the last 30 consecutive business days, we no longer meet the Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). We have been provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule. If we are not in compliance with the Bid Price Rule by August 26, 2024, we may be afforded a second 180 calendar day period to regain compliance.
We will continue to actively monitor the closing bid price of our Class A common stock and will evaluate available options, including, without limitation, seeking to effect a reverse stock split, in order to resolve the deficiency and regain compliance with the Bid Price Rule. If we fail to regain compliance, or otherwise violate or fail to meet any Nasdaq listing requirements, our Class A common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Class A common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock. In the event our stock is delisted from Nasdaq, whether by choice or otherwise, the delisting of our Class A common stock could significantly impair our ability to raise capital and stockholder value.
Future sales of our Class A common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in
usour securities and may adversely affect the market price of our Class A common stock.
We believe that our existing working capital, expected cash flow from operations and other available cash resources will enable us to meet our working capital requirements for at least the next 12 months. However, the
The development and marketing of new products and the expansion of distribution channels require a significant commitment of resources. From time to time, we may seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products or make acquisitions or other investments. In addition, if our business plans change, general economic, financial or political conditions in our industry change, or other circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. If additional funds are raised through the issuance of equity shares, preferred shares or debt securities, the terms of such securities could impose restrictions on our operations and would reduce the percentage ownership of our existing stockholders. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.
The market price of our Class A common stock may be volatile, which could cause the value of our common stock to fluctuate and possibly decline significantly.
The market price of our Class A common stock may be highly volatile and subject to wide fluctuations. In
2021,2023, the price of our Class A common stock declined from
$1.49$2.48 on January
4, 20213, 2023 to
$1.38$1.07 per share on December
30, 2021.29, 2023. As of March
31, 2022,8, 2024, our Class A common stock closed at
$1.20$0.92 per share. In addition, our financial performance, government regulatory action, tax laws and market conditions in general, including the ongoing COVID-19 pandemic and
itsconflicts between Ukraine and Russia, and Israel and Hamas, and their resulting impact on the economy at large, could have a significant impact on the future market price of our Class A common stock. Some of the factors that could negatively affect our share price or result in fluctuations in the price of our common stock include:
| ● | our operating and financial performance and prospects; |
•our quarterly or annual earnings or those of other companies in our industry;
•the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
| ● | our quarterly or annual earnings or those of other companies in our industry; |
| ● | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| ● | changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our Class A common stock or the stock of other companies in our industry; |
| ● | the failure of analysts to cover our Class A common stock; |
| ● | strategic actions by us or our competitors, such as acquisitions or restructurings; |
| ● | announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments; |
| ● | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
| ● | changes in accounting standards, policies, guidance, interpretations or principles; |
| ● | announcements by third parties or governmental entities of significant claims or proceedings against us; |
| ● | new laws and governmental regulations, or other regulatory developments, applicable to our industry; |
| ● | changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from the ongoing COVID-19 pandemic, war, incidents of terrorism or responses to such events; |
| ● | changes in government spending levels on education; |
| ● | changes in key personnel; |
| ● | sales of common stock by us, members of our management team or our stockholders; |
| ● | the granting or exercise of employee stock options or other equity awards; |
| ● | the volume of trading in our Class A common stock; and |
| ● | the realization of any risks described in this section under the caption “Risk Factors” |
•the failure of analysts to cover our Class A common stock;•strategic actions by us or our competitors, such as acquisitions or restructurings;
•announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•changes in accounting standards, policies, guidance, interpretations or principles;
•announcements by third parties or governmental entities of significant claims or proceedings against us;
•new laws and governmental regulations, or other regulatory developments, applicable to our industry;
•changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from the ongoing COVID-19 pandemic and, conflicts between Ukraine and Russia, and Israel and Hamas, war, incidents of terrorism or responses to such events;
•changes in government spending levels on education;
•changes in key personnel;
•sales of common stock by us, members of our management team or our stockholders;
•the granting or exercise of employee stock options or other equity awards;
•the volume of trading in our Class A common stock; and
•the realization of any risks described in this Item 1A under the caption “Risk Factors”.
Furthermore, the stock market has recently experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
Our Articles of Incorporation, Bylaws and Nevada law may have anti-takeover effects.
Our Articles of Incorporation authorizesauthorize the issuance of common stock and preferred stock. Each share of Class A common stock entitles the holder to one vote on all matters to be voted upon by stockholders, and the Class B common stock has no vote, except as required by law. In addition, our board of directors (“Board”)the Board has the authority to issue additional shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. The ability of our Board to issue additional shares of preferred stock could make it more difficult for a third partythird-party to acquire a majority of our voting stock. Other provisions of our Bylaws also may have the effect of discouraging, delaying or preventing a merger, tender offer or proxy contest, which could have an adverse effect on the market price of our Class A common stock.
In addition, certain provisions of Nevada law applicable to our company could also delay or make more difficult a merger, tender offer or proxy contest involving our company, including Sections 78.411 through 78.444 of the Nevada Revised Statutes, which prohibit a Nevada corporation from engaging in any business combination with any “interested stockholder” (as defined in the statute) for a period of two years unless certain conditions are met. In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our
company.Company.
We have no intention of declaring dividends in the foreseeable future.
The decision to pay cash dividends on our Class A common stock rests with our Board and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our Class A common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our Class A common stock to earn a return on their investment.
If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our Class A common stock, then our stock price and trading volume could decline.
The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. If no analyst elects to cover us and publish research or reports about us, the market for our Class A common stock could be severely limited and our stock price could be adversely affected. In addition, if one or more analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one or more analysts who elect to cover us adversely change their recommendations regarding our Class A common stock, our stock price could decline.
We may be exposed to risks relating to evaluations of controls required by Sarbanes-Oxley Act of 2002.
Pursuant to Sarbanes-Oxley Act of 2002, our management is required to report on
and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control
deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting.deficiencies. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.
If we fail to develop, implement and maintain an effective system of internal control over financial reporting, the accuracy and timing of our financial reporting in future periods may be adversely affected.
The Sarbanes-Oxley Act and related rules and regulations require that management report annually on the effectiveness of our internal control over financial reporting and assess the effectiveness of our disclosure controls and procedures on a quarterly basis. Effective internal controls are necessary for us to provide timely and reliable financial reports and effectively prevent fraud. We have identified control deficiencies that constituted a material weakness in our internal controls and
accounting processes are insufficient,procedures in the past and may experience a material weakness in future years. If we
may not detect in a timely manner misstatements that could occur infail to maintain adequate internal controls, our financial statements
in amounts thatmay not accurately reflect our financial condition. Any material misstatements could
be material.Asrequire a public company, we have to devote substantial efforts to the reporting obligations and internal controls required of a public company, which result in substantial costs. A failure to properly meet these obligations could cause investors to lose confidence in us and have a negative impact on the market pricerestatement of our shares. We devote significant resources to the documentation, testing and continued improvement of our operational andconsolidated financial systems for the foreseeable future. These improvements and efforts with respect to our accounting processes that we continue to make may not be sufficient to ensure that we maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required, new or improved controls, or difficulties encountered in their implementation, couldstatements, cause us to fail to meet our reporting
obligations in the United States or result in misstatements in our financial statements in amounts that could be material. Insufficient internal controls could also cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities.
Unstable market and economic conditions and potential disruptions in the credit markets may adversely affect our business, including the availability and cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, which could have a negative effectadversely affect our results of operations, cash flows and financial condition.
If internally generated funds are not available from operations, we may be required to rely on the trading price ofbanking and credit markets to meet our sharesfinancial commitments and may expose usshort-term liquidity needs. Our access to litigation risk.
As a public company, we are requiredfunds under our revolving credit facility or pursuant to document and test our internal control proceduresarrangements with other financial institutions is dependent on the financial institution’s ability to satisfy the requirements of Section 404 of Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal control over financial reporting. During the course of our testing, we may identify deficiencies which wemeet funding commitments. Financial institutions may not be able to remediatemeet their funding commitments if they experience shortages of capital and liquidity or if they experience high volumes of borrowing requests from other borrowers within a short period of time.
In addition, the global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in
timeconsumer confidence, declines in economic growth, inflationary pressure and interest rate changes and uncertainty about economic stability. More recently, the closures of Silicon Valley Bank, Signature Bank and First Republic Bank and their placement into receivership with the Federal Deposit Insurance Corporation (FDIC) created bank-specific and broader financial institution liquidity risk and concerns. Future adverse developments with respect to
meet our deadline for compliance with Section 404. Wespecific financial institutions or the broader financial services industry may
notlead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs, and create additional market and economic uncertainty. There can be
able to conclude on an ongoing basisno assurance that
we have effective internal control overfuture credit and financial
reportingmarket instability and a deterioration in
accordance with Section 404. If we are unable to conclude that we have effective internal control over financial reporting, then investors could lose confidence in
our reportedeconomic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial
information, whichinstitutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a
negativematerial adverse effect on
the tradingour growth strategy, financial performance and stock price
and could require us to delay or abandon clinical development plans. In addition, there is a risk that one or more of our
shares.For as long ascurrent service providers, financial institutions, manufacturers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
As a regular part of our ordinary business operations, we collect and store data, including information necessary for our operations, information from our customers, employees, and our business partners. We recognize these networks and systems may be subject to increasing and continually evolving cybersecurity risks. Our Board is responsible for overseeing risk management and Cybersecurity is an integral part of the Company's overall risk management program. Our risk management process is designed to identify, prioritize, and monitor risks that could affect our ability to execute our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks.
As part of our risk management processes, we are an “emerging growth company,”developing risk assessments to identify the probability, immediacy, and potential magnitude of information security risks. Our internal experts regularly conduct audits and tests of our information systems, and our cybersecurity program is periodically assisted by established, independent third-party consultants, who provide assistance through tabletop and other preparedness exercises. Additionally, we willreview regular publications on cyber awareness and conduct ongoing simulated phishing exercises. We use the findings from these and other processes to improve our information security practices, procedures and technologies.
While we have not
be requiredyet experienced any material impacts from a cyber-attack, any one or more future cyber-attacks could materially adversely impact the Company, including a loss of trust among our customers, departures of key employees, general diminishment of our global reputation and financial losses from remediation actions, loss of business or potential litigation or regulatory liability. Further, evolving market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards for our products, and we may incur additional costs to address these increased risks and to comply with
certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to some other public companies.As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:
| ● | the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; |
| ● | the last day of the fiscal year following the fifth anniversary following our initial public offering in 2017; |
| ● | the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or |
| ● | the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws. |
The last day of the fiscal year following our fifth anniversary of our initial public offering will be December 31, 2022.Accordingly, we will not be afforded the exemptions applicable to” emerging growth companies” for our annual reporting requirements for fiscal 2022.
As an “emerging growth company”, we have not been be required to:
| ● | have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); |
| ● | submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and |
| ● | include detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure concerning executive compensation. |
In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period, which allows us to delay the adoption of new or revised accounting standards until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to public companies that comply with new or revised accounting standards.
Because of these exemptions, some investors may find our Class A common stock less attractive, which may result in a less active trading market for our Class A common stock, and our stock price may be more volatile.
such demands.
We may not be able to maintain a listing of our Class A common stock on Nasdaq.
Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate or fail to meet any Nasdaq listing requirements, our Class A common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Class A common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock. In the event our stock is delisted from Nasdaq, whether by choice or otherwise, the delisting of our Class A common stock could significantly impair our ability to raise capital and stockholder value.
ITEM 2. PROPERTIES
As of the date of this Annual Report on Form 10K, our
Our corporate headquarters is located at
1045 Progress Circle, Lawrenceville, Georgia 30043,2750 Premiere Parkway, Duluth, GA, 30097 in
a buildingan office space of approximately
48,00012,000 square feet, for which we pay approximately
$15,000$23,000 per month as rent pursuant to a rental agreement
that extends through March 2022.expires on August 31, 2027. Our corporate headquarters house our administrative
offices as well as distribution operations and assembly for the Boxlight brand. On January 29, 2022 we signed a lease agreement for 64 months for approximately 12,000 square feet of space for our new corporate headquarters in Duluth, Georgia.offices. The Company
will occupy the building on approximately May 15, 2022 and will pay rent of approximately $23,000 per month. On February 24, 2022 the Company signed a lease for newleases warehouse space in Lawrenceville, GA, for approximately $13,000 per
month, which itmonth. This warehouse space rental agreement will
occupy sometime in March of 2022.expire on April 30, 2028.
We also maintain offices in Scottsdale, Arizona and Utica, NY in the U.S., and in Dartford, London, Leeds and Livingston and Belfast in the U.K. for sales, marketing, technical support and service staff. In addition, we also maintain sales, marketing and technical support offices in Apeldoorn, Netherlands, Anzegem, Belgium, Helsinki, Finland, Oskarshamn Kalmar, Sweden, and Düsseldorf, Germany.
On August 9, 2023 the Company signed a lease agreement for 15 years for approximately 32,000 feet of space for its new Sahara headquarters in the U.K.
ITEM 3. LEGAL PROCEEDINGS
From time to time we
may beare party to litigation matters occurring in the ordinary course of our business. As of the date of this Annual Report, however, there are no material pending
or threatened legal or governmental proceedings relating to our Company to which we are a party, and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our
Class A common stock commenced trading on the
NASDAQ Capital Market, or NASDAQ,Nasdaq under the symbol “BOXL” on November 30, 2017. Prior to that time, our common stock was not traded on any exchange or quoted on any over the counter market.
The prices set forth below reflect the quarterly high and low sales prices per share for our common stock, as reported by the NASDAQ:
| | | | | | |
| | High | | Low |
2021 | | | | | | |
First Quarter | | $ | 3.80 | | $ | 1.46 |
Second Quarter | | $ | 3.03 | | $ | 1.77 |
Third Quarter | | $ | 2.72 | | $ | 1.82 |
Fourth Quarter | | $ | 2.48 | | $ | 1.16 |
| | | | | | |
2020 | | | | | | |
First Quarter | | $ | 1.58 | | $ | 0.35 |
Second Quarter | | $ | 1.24 | | $ | 0.57 |
Third Quarter | | $ | 4.20 | | $ | 0.88 |
Fourth Quarter | | $ | 2.06 | | $ | 1.31 |
As of March
31, 2022,8, 2024, we had 378 holders of record of our
class A common stock and
65,522,4389,728,465 shares of
Class A common stock issued and outstanding.
We have never paid cash dividends on our Class A common stock. Holders of our Class A common stock are entitled to receive dividends, if any, declared and paid from time to time by the Board
of Directors out of funds legally available.
WeAt present, we intend to retain any earnings for the operation and expansion of our business and do not anticipate paying cash dividends on our
Class A common stock in the foreseeable future. Any future determination as to the payment of cash dividends will depend upon future earnings, results of operations, capital requirements, our financial condition and other factors that our
Boardboard of
Directorsdirectors may consider.
Securities Authorized for Issuance Under Equity Compensation Plans
2014 Stock Option Plan and 2021
Equity
Compensation PlanIncentive Plans
The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 6,390,438798,805 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 5,000,000625,000 shares of the Company’s Class A common stock have been approved for issuance. EachUpon approval of the 2021 Plan in June 2021, any shares remaining for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allowallows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants. As of December 31, 2021, no shares remained available for issuance under the 2014 Plan and2023, a total of 3.2 millionapproximately 650 shares remained available for issuance under the 2021 Plan.
The following table provides information as of December 31, 20212023 about our equity compensation plans and arrangements.
| | | | | | | | | | | | | | | | | | | | |
| Plan category | | Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights | | Weighted-
average
exercise price of
outstanding
options,
warrants and
rights | | Number of
securities
remaining
available for
future issuance
under equity
compensation plans |
| Equity compensation plans approved by security holders (1) | | 755,745 | | $ | 5.88 | | | 650 |
| Equity compensation plans not approved by security holders (2) | | 1,386,002 | | $ | 6.57 | | | - |
| Total | | 2,141,747 | | $ | 6.34 | | | 650 |
(1) | | | | | | |
| | Number of | | | | |
| | securities to be | | Weighted- | | Number of |
| | issued upon | | average | | securities |
| | exercise of | | exercise price of | | remaining |
| | outstanding | | outstanding | | available for |
| | options, | | options, | | future issuance |
| | warrants and | | warrants and | | under equity |
Plan category | | rights | | rights | | compensation plans |
Equity compensation plans approved by security holders | | 6,467,041 | | 2.02 | | 3,249,084 |
Equity compensation plans not approved by security holders (1) | | 1,674,313 | | 1.66 | | — |
Total | | 8,141,354 | | | | 3,249,084 |
(2)Includes warrants issued to Dynamic Capital, Whitehawk, Ryan Legudi and a third-party investor.
| (1) | Consists of 6,390,438 shares approved for issuance under the 2014 Plan and 5,000,000 shares approved for issuance under the 2021 Plan. |
| (2) | Includes 2,725,400 equity incentive grants issued to Sahara employees in conjunction with our acquisition of Sahara Presentation Systems. |
Recent Sales of Unregistered Securities
On December 31, 2021, in connection with the Whitehawk Credit Agreement, we issued to Whitehawk (i) 528,169 shares
None
Use of
Class A common stock, which shares were registered pursuant to our existing shelf registration statement, and (ii) a warrant to purchase 2,043,291 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), originally exercisable at $2.00 per share (the “Warrant”). Based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Warrant was reduced to $1.19 per share.We have agreed to enter into a registration rights agreement with Whitehawk on or before April 30, 2022 pursuant to which we will be obligated to register the shares issuable upon exercise of the Warrant.
As partial consideration for our purchase of Sahara Holdings Ltd. (“Sahara”), on September 25, 2021, the Company issued 1,586,620 shares of Series B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850 shares of Series C convertible redeemable preferred stock (the “Series C Preferred Stock”). The fair value of the preferred shares issued was $16.5 million and $12.4 million for the Series B Preferred Stock and Series C Preferred Stock, respectively. Such shares were issued pursuant to an exemption from registration pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933. See further discussion of the features of the preferred shares in Note 12.
On March 24, 2021 we entered into a share redemption and conversion agreement with the former Sahara shareholders who own approximately 96% of our Series B and Series C preferred stock. Under the agreement, we agreed to redeem and purchase from such preferred stockholders on or before June 30, 2021 all of the shares of Series B preferred stock for £11.5 million being the stated or liquidation value of the Series B preferred stock plus (b) accrued dividends from January 1, 2021 to the date of purchase. In addition, the holders of 96% of the Series C preferred stock agreed to convert those shares into 7.6 million shares of our Class A Common Stock at a conversion price of $1.66 per share. Former Sahara shareholders agreed to extend the share redemption and conversion agreement until December 31, 2021. We did not complete the conversion and redemption by December 31, 2021, and the agreement terminated without liability by any party.
On January 26, 2021, we entered into an agreement with Everest Display Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics Inc., a California corporation (“AMAGIC”), pursuant to which $1,983,436 in accounts payable owed by us to EDI was settled in exchange for our issuance of 793,375 shares (the “2021 Shares”) of its Class A common stock to AMAGIC at a $2.50 per share purchase price. The 2021 Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act.
Proceeds None.On June 22, 2020, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, the Company issued 869,565 shares of Class A common stock to AMAGIC, an indirect subsidiary of K Laser International, Inc. (“K Laser”), in exchange for its affiliate, EDI, forgiving $1,000,000 in debt owed by the Company to EDI.
Lind Global Macro Fund, LP
On February 4, 2020, the Company and Lind entered into a securities purchase agreement pursuant to which the Company received $750,000 in exchange for the issuance to Lind Global Macro Fund, LP (“Lind Macro Fund”) of (1) an $825,000 convertible promissory note (the “Lind Macro Fund Note”), payable at an 8% interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $60,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250. The Lind Macro Fund Note was to mature over 24 months, with repayment that commenced on August 4, 2020, after which time the Company made monthly payments of $45.833 plus interest by issuing shares of Class A common stock. The commitment fee in the amount of $26,250 was paid to Lind Macro Fund, along with legal fees in the amount of $15,000. The Company paid Lind Macro Fund $60,000 for closing fees by issuing 44,557 shares of Class A common stock. During the year ended December 31, 2021, the Company paid principal of $1.1 million and interest of $32,000 to Lind Global by issuing a total of 671,000 shares Class A common stock with an aggregate value of $1.5 million to Lind Global and recognized a loss extinguishment of debt of approximately $430,000. The Lind Macro Fund Note was paid off December 21, 2021.
In connection with the February 2020 transaction, the Company and Lind Macro Fund amended and restated the $4,400,000 note referred to above and the $1,375,000 note referred to above that we issued to Lind Macro Fund in March and December 2019, respectively, to provide that we would not make any payments under the three Lind notes in the form of Class A Common Stock if such payments could cause the Company to violate any rules of the Nasdaq Capital Market. In addition, the Company agreed to call a stockholder meeting on or before May 31, 2020 to seek stockholder approval of the current and all prior financing transactions with Lind. This meeting was held in June 2020.
Lind Global Asset Management
On September 21, 2020, the Company and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities purchase agreement (the “Lind SPA”) pursuant to which the Company received $20.0 million in exchange for the issuance to Lind of (1) a $22.0 million convertible promissory note, payable at a 4% interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $900,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended September 21, 2020, and (3) a commitment fee of $400,000. The Note was to mature over 24 months, with repayment commencing on November 22, 2020, after which time the Company became obligated to make monthly payments of $1.0 million, plus interest. Interest accrued during the first two months of the note, after which time the interest payments, including accrued interest was paid monthly in either conversion shares. The commitment fee in the amount of $400,000 was paid to Lind Global, along with legal fees in the amount of $20,000. The Company paid Lind a total of $500,000 in closing fees consisting of commitment and legal fees, by issuing 310,399 shares of Class A common stock. The shares of Class A common stock issuable to Lind under the Note are registered pursuant to our effective shelf registration statement on Form S-3. The Note was paid off with proceeds from the term loan credit facility entered into with Whitehawk on December 31, 2021.
During the twelve months ended December 31, 2021, as payment for the Lind Global convertible notes, the Company repaid principal of $12.0 million and interest of $584,000 to Lind Global by issuing a total of 7.2 million shares Class A common stock with an aggregate value of $15.9 million to Lind and recognized a $3.3 million loss.
In conjunction with our entry into the Lind Global SPA agreement and the issuance of the Convertible Note, on September 21, 2020, the Company and Lind Global Macro Fund, LP, an affiliate of Lind Global, entered into a third amended and restated security agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note therein. In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement (the “Third A&R Intercreditor Agreement”) for purposes of amending and restating the second amended and restated intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s assets, among other matters.
On January 29, 2020, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D thereunder, the Company issued 793,375 shares of Class A common stock to Amagic in exchange for K Laser’s cancellation of $1,983,436 in accounts payable owed by the Company to K Laser’s affiliate.
Issuer Purchases of Equity Securities
None.
Use of Proceeds
None.
ITEM 6. SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
[Reserved]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis
("MD&A") should be read in conjunction with our financial statements and the related notes thereto included elsewhere
herein. The Management’s Discussion and Analysis (“herein MD
&A”)&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this
form.Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.
Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
We are
an educationala technology company that
isdevelops, sells and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. We are seeking to become a
worldworldwide leading innovator and integrator of interactive products and software
for schools, as well as for businesssolutions and
government learning spaces.improve collaboration and effective communication in meeting environments. We currently design, produce and distribute interactive
projectors and distribute interactive technologies including
flat panels, projectors, whiteboardsour interactive and
non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication, cameras and other peripherals
tofor the education
market.market and non-interactive solutions including flat-panels, LED video walls and digital signage. We also distribute
science, technology, engineering and math (or “STEM”)STEM products, including
aour 3D printing and robotics solutions, and our portable science lab. All
our products are integrated into our classroom software suite that provides tools for whole class learning, assessment and collaboration.
In addition, we offer professional training services related to our technology to our U.S. educational customers. To date, we have generated substantially allthe majority of our revenue in the U.S. and internationally from the sale of interactive displays and related software to the educational market. InWe have sold our solutions into over 70 countries and into over 1.5 million classrooms and meeting spaces. We sell our products and software through more than 1,000 global reseller partners. We believe we offer the region encompassing Europe,most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories, software and professional development for schools and enterprises on the Middle East and Africa (collectively, “EMEA”), approximately 92%market today. The majority of our revenues relateproducts are backed by nearly 30 years of research and development.
Advances in technology and new options for the introduction of technology into the classroom have forced school districts to look for solutions that allow teachers and students to bring their own devices into the classroom, provide school districts with information technology departments with the means to access data with or without internet access, handle higher demand for video, as well as control cloud and data storage challenges. Our design teams are able to quickly customize systems and configurations to serve the needs of clients so that existing hardware and software platforms can
communicate with one another. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the education sector and the remainder comes from health, government and corporate, including the banking and financials services sector.
modern classroom.We have also implemented a comprehensive plan to reach profitability both from our core business operations and as a result of making strategic business acquisitions. We have already started to implement this strategy as set forth below. Highlights of our plan include:
| ● | Integrating products of the acquired companies and cross training our sales reps to increase their offerings. The combination of products and cross training has already resulted in increased sales. The synergy we have found between the products of Boxlight and Mimio are adding opportunities to resellers for both companies to increase their sales. |
| ● | Hiring new sales representatives with significant education technology sales experience in their respective territories and our current pipeline has reached a record high level. |
| ● | Seeking to increase demand in the US market for technology sales and have the products and infrastructure in place to handle our expected growth. |
Recent Acquisitions
On December 31, 2021, the Company acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market. While purchase accounting was applied to the acquired assets and assumed liabilities of FrontRow, the fiscal 2021 revenues and the results of operations of FrontRow are not included in consolidated results as a result of the acquisitions date.
On March 23, 2021, the Company acquired Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies (“Interactive”). The company has been Boxlight’s key distributor in Belgium and Luxembourg.
On September 24, 2020, the Company acquired Sahara Holdings, Ltd., a leader in distributed and manufactured AV solutions. Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands.
On April 17, 2020, the Company acquired MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”), the largest online collection of K-12 STEM curriculum for 3D printing.
Our Acquisition Strategy and Challenges
Our growth strategy includes acquiring assets and technologies of companies that have products, technologies, industry specializations or geographic coverage that extend or complement our existing business. The process to undertake a potential acquisition is time-consuming and costly.
WePrior to completing any acquisition, we expect to expend significant resources to undertake business, financial and legal due diligence on our potential acquisition targets,
as a result, and there is no guarantee that we will complete any acquisition that we pursue.
We believe we can achieve significant cost-savings by merging the operations of the companies we acquire and after their acquisition leverage the opportunity to reduce costs through the following methods:
| ● | •Staff reductions – consolidating resources, such as accounting, marketing and human resources. •Economies of scale – improved purchasing power with a greater ability to negotiate prices with suppliers. •Improved market reach and industry visibility – increase in customer base and entry into new markets. Staff reductions – consolidating resources, such as accounting, marketing and human resources.
|
| ● | Economies of scale – improved purchasing power with a greater ability to negotiate prices with suppliers. |
| ● | Improved market reach and industry visibility – increase in customer base and entry into new markets. |
As a result, we believe that an analysis of the historical costs and expenses of our Target Sellers (a companythat is the subject of an attempted acquisition) prior to their acquisition will not provide guidance as to the anticipated results after acquisition. We anticipate that we will be able to achieve significant reductions in our costs of revenue and selling and, general and administrative expenses from the levels currently incurred by the Target Sellers operating independently, thereby increasing our EBITDA and cash flows.
Components of our Results of Operations and Financial Condition
The Company’s sales of interactive devices, including panels,
projectorswhiteboards and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services.
The Company’s installation, training and professional development service include third-party products and services and are generally sold separately from the
Company'sCompany’s products.
Our cost of revenue is comprised of the following:
| ● | third-party logistics costs; |
| ● | costs to purchase components and finished goods directly; |
| ● | inbound and outbound freight costs and duties; |
| ● | costs associated with the repair of products under warranty; |
| ● | write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts; |
| ● | cost of professionals to deliver the professional development training; and |
•third-party logistics costs;
•costs to purchase components and finished goods directly;
•inbound and outbound freight costs and duties;
•costs associated with the repair of products under warranty;
•write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts;
•cost of professionals to deliver the professional development training; and
•customs expense.
We outsource some of our warehouse operations and order fulfillment and we purchase products from related entities and third parties. Our product costs vary directly with volume and based on the costs of underlying product components as well as the prices we negotiate with our contract manufacturers. Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand. As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers. Air shipping is more costly than sea or ground shipping or other delivery options and it is rarely used as a result. The Company did not experience material delays in shipping during
20212023 or 2022 that materially negatively impacted our
revenues, however has faced specific supply chain challenges with component shortage and increased cost of global shipping and margins.revenues.
Gross profit and gross profit margin
Our gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: product, channel and geographical revenue mix; changes in product costs related to the release of
projectornewer models; component, contract manufacturing and supplier pricing, foreign currency exchange and most recently, increased shipping costs due to the pandemic and global unrest. As we primarily procure our product components and manufacture our products in Asia, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Gross profit and gross profit margin may fluctuate over time based on the factors described above.
We classify our operating expenses into two categories: research and development and general and administrative.
Research and development. Research and development expense consists primarily of personnel related costs, prototype and sample costs, design costs and global product certifications mostly for wireless certifications.
General and administrative. General and administrative expense consists of personnel related costs, which include salaries, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue. Other income (expense), net
Other income (expense), net primarily consists of interest expense associated with our debt financing arrangements, gains (losses) on the settlements of debt, and
trade payable obligations exchanged for common shares, and the effects of changes in the fair value of derivative liabilities.
We are subject to income taxes in the United States,
Canada, United Kingdom, Mexico, Sweden, Finland, Holland,
Australia, Denmark and Germany where we do business. The United Kingdom, Mexico, Sweden, Finland, Holland and Germany,
Australia, Canada and Denmark have a statutory tax rate different from that in the United States. Additionally, certain of our international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.
Operating Results – Boxlight Corporation
For the years ended December 31,
20212023 and
2020.The consolidated financials only include the revenues and results of operations for Sahara from the date of acquisition in September 2020.
2022
Revenues. Total revenues for the year ended December 31, 20212023 were $185.2$176.7 million as compared to $54.9$221.8 million for the year ended December 31, 2020,2022, resulting in a 237.4% increase.20.3% decrease. The increasedecrease in revenues was primarily a result of the acquisition of Sahara in September 2020 and increasedsoftening world-wide demand for our products and solutions in both the U.S. and Europe, the Middle East, and Africa (together “EMEA”). Sahara made up approximately 68%EMEA markets.
Cost of Revenues. Cost of revenues for the year ended December 31, 20212023 was $138.7$113.4 million as compared to $45.0$156.9 million for the year ended December 31, 2020,2022, resulting in an 208.0% increase. Cost of revenues consists primarily of product cost, freight expenses, customs expense and inventory adjustments.a 27.7% decrease. The increasedecrease in cost of revenues was associated with the acquisitions and growth of the business as outlined above and was alsoprimarily due to additional increasesmore favorable material and shipping cost and the decrease in global freight/shipping which the company has experienced (as have many others) as a result of supply chain issues arising as a result of the COVID-19 pandemic. During 2021 the cost increase was approximately four times normal costs as compared to pre-pandemic levels.revenues.
Gross Profit. Gross profit for the year ended December 31, 20212023 was $46.5$63.3 million as compared to $9.9$64.9 million for the year ended December 31, 2020.2022. Gross profit margin increased from 18%improved to 25% despite the effects of increased freight and shipping expenses discussed above and product cost increases (which have been partially offset by increased sales prices). Gross profit margin, adjusted35.8% for the net effect of acquisition-related purchase accounting, was 26.8% as compared to 27.1%, as adjusted, for the twelve monthsyear ended December 31, 2020. Additional pressure on margin has been seen on2023 compared to 29.2% for the cost of manufacturing as a result of component shortages which have had an adverse impact of approximately 3.9% in the twelve months toyear ended December 31, 2021.The prior year included certain purchase accounting adjustments stemming from the Sahara acquisition2022 due to audio products comprising a greater percentage of total sales, which carry higher margins, and affecting recognized revenues. Boxlight’s gross profit margin for 2021 ,excluding Sahara, was 17%.decreases in manufacturing and shipping cost.
General and Administrative Expense. General and administrative expense for the year ended December 31, 20212023 was $47.3$61.3 million and 26%34.7% of revenue as compared to $21.1$59.3 million and 39%26.8% of revenue for the year ended December 31, 2020.2022. The increase resulted from additionalprimarily relates to an increase in personnel costs associated withrelated expenses to support the acquisition.
growth of the business in certain markets.
Research and Development Expense. Research and development expense was $1.8$3.2 million and 1% or 1.8% of revenue for the year ended December 31, 20212023 as compared to $1.4$2.5 million and 3% or 1.1% of revenue for the year ended December 31, 2020.2022. Research and development expense primarily consists of costs associated with development of proprietary technology. The increase in research and development expense was primarily driven by an increase in contract services related to software development.
Impairment of Goodwill. Impairment of goodwill for the year ended December 31, 2023 was $25.2 million and related to both the Americas and EMEA reporting segments. There was no impairment of goodwill for the year ended December 31, 2022.
Other income (expense),Expense, net. Other expense for the year ended December 31, 20212023 was $7.9$11.0 million as compared to $4.3$6.7 million for the year ended December 31, 2020.2022. Other expense increased $3.6by $4.2 million, primarily due to losses incurred ona $2.3 million decrease in fair value of derivative liabilities, $0.9 million increase in interest expense, and $0.9 million decrease from the settlement of Lind and Sallyport debt obligations withliabilities in the new Whitehawk debt facility.prior year that did not recur in the current year.
Net loss. Loss. Net losses were $13.8loss attributable to common shareholders was $40.4 million and $16.2$5.0 million for the years ended December 31, 20212023 and 2020, respectively. The decrease2022, respectively, after deducting fixed dividends to Series B preferred shareholders of $1.3 million in the net loss was primarily due to higher sales volume, higher gross profit margin and the acquisition of Sahara.each year.
To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles (“GAAP”) with EBITDA and Adjusted EBITDA, both non-GAAP financial measures of earnings.
EBITDA represents net
income (loss)loss before income tax expense, interest
income, interest expense,
net, and depreciation and
amortization.amortization expense. Adjusted EBITDA represents EBITDA,
plusadjusted for stock compensation expense and
non-recurring expenses and minus changes in fair value of derivative
liabilities.liabilities, purchase accounting impact for fair valuing inventory and deferred revenue, net gain on settlement of debt, and impairment of goodwill. Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measure that is derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing results of operations, which include large non-cash amortizations of intangibles assets from acquisitions. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
The following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented.
Reconciliation of net loss for the
yearyears ended
December 31,
20212023 and
20202022 to EBITDA
| | | | | | |
(in thousands) | | 2021 | | 2020 |
Net loss | | $ | (13,802) | | $ | (16,152) |
Depreciation and amortization | | | 7,177 | | | 2,555 |
Interest expense | | | 3,382 | | | 2,815 |
Income tax expense | | | 3,310 | | | (821) |
EBITDA | | $ | 67 | | $ | (11,603) |
Stock compensation expense | | | 4,060 | | | 1,628 |
Change in fair value of derivative liabilities | | | (13) | | | 216 |
Purchase accounting impact of fair valuing inventory | | | 60 | | | 805 |
Purchase accounting impact of fair valuing deferred revenue | | | 2,980 | | | 4,248 |
Net loss on settlement of Lind debt in stock | | | 3,751 | | | 3,124 |
Net loss on settlement of debt close out | | | 1,189 | | | — |
Adjusted EBITDA | | $ | 12,094 | | $ | (1,023) |
and Adjusted EBITDA
| | | | | | | | | | | | | | |
| (in thousands) | | 2023 | | 2022 |
| Net loss | | $ | (39,156) | | | $ | (3,743) | |
| Depreciation and amortization | | 8,859 | | | 9,129 | |
| Interest expense | | 10,840 | | | 9,923 | |
| Income tax expense | | 1,866 | | | 49 | |
| EBITDA | | $ | (17,591) | | | $ | 15,358 | |
| Stock compensation expense | | 3,131 | | | 3,313 | |
| Change in fair value of derivative liabilities | | (267) | | | (2,591) | |
| Purchase accounting impact of fair valuing inventory | | 448 | | | 1,496 | |
| Purchase accounting impact of fair valuing deferred revenue | | 1,649 | | | 2,229 | |
| Net gain on settlement of debt | | — | | | (856) | |
| Impairment of Goodwill | | 25,195 | | | — | |
| Adjusted EBITDA | | $ | 12,565 | | | $ | 18,949 | |
Discussion of Effect of Seasonality on Financial Condition
Certain accounts on our balance sheets are subject to seasonal fluctuations. As our business and revenues grow, we expect these seasonal trends to be reduced. The bulk of our products are shipped to our educational customers prior to the beginning of the school year, usually in July, August, or September. To prepare for the upcoming school year, we generally build up inventories during the second
quarter of the year. Therefore, inventories tend to be at the highest levels at that point in time. In the first quarter of the year, inventories tend to decline significantly as products are delivered to customers and we do not need the same inventory levels during the first quarter. Accounts receivable balances tend to be at the highest levels in the third quarter, in which we record the highest level of sales.
We have been very proactive, and will continue to be proactive, in obtaining contracts during the fourth and first quarters
that willof each year in order to help offset the seasonality of our business.
Liquidity and Capital Resources
As of December 31, 2021,2023, we had cash and cash equivalents of $17.9of $17.3 million, a working capital positionbalance of $53.8$54.1 million, and a current ratio of 1.99. This financial position represents a significant improvement from a year ago at2.17. At December 31, 2020 when2022, we had a working capital position of $21.0 million and $13.5$14.6 million of cash and cash equivalents.equivalents, a working capital balance of $62.8 million, and a current ratio of 2.29.
For the years ended December 31,
20212023 and
2020,2022, we had net cash
used inprovided by operating activities of
$2.3$11.6 million and
$4.7$1.2 million, respectively.
Cash provided by operating activities increased year over year as a result of a change in working capital management. We had net cash used in investing activities of
$34.0$1.3 million and
$45.3$1.2 million
respectively. In addition, we had net cash provided by financing activities of $41.1 million and $65.6 million duringfor the years ended December 31,
20212023 and
2020,2022, respectively.
In addition Cash used in investing activities is primarily related to purchases of property and equipment. For the years ended December 31, 2023 and 2022, we had net cash flows generatedused in financing activities of $8.0 million and $5.1 million, respectively. Cash used for financing activities for the year ended December 31, 2023 is primarily related to principal payments on debt of $6.8 million, and $1.3 million in payments of fixed dividends to our Series B preferred shareholders, and stock option exercise proceeds of $13 thousand. Cash used by financing activities for the year ended December 31, 2022 was primarily related to principal payments on debt, and payments of fixed dividends to our ongoing operating activities we financed our operations during 2021Series B preferred shareholders, partially offset by net proceeds of issuance of common stock, and 2020 with a $20.0 million tranche ofproceeds from long-term debt and stock option exercises.
Our liquidity needs are funded by
our primary lender,operating cash flow and
from a pre-existing accounts receivable financing arrangement with another lender who purchases 85% of the eligible accounts receivable of the Company, up to $6.0 million, with the right of recourse. We closed these credit lines in December 2021 and replaced them with our Credit Facility with Whitehawk. Our accounts receivable and our ability to borrow against accounts receivable provides an additional source of liquidity as cash payments are collected from customers in the normal course of business. Our accounts receivable balance fluctuates throughout the year based on the seasonality of the business.available cash. Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay for the majoritya percentage of our inventory purchases, which further constrains our cash liquidity.
The Company had an accumulated deficit In addition, our industry is seasonal with many sales to educational customers occurring during the second and third quarters when schools make budget appropriations and classes are not in session
limiting disruptions related to product installation. This seasonality makes our needs for cash vary significantly from quarter to quarter.
In addition to the cash flows generated by our ongoing operating activities we financed our operations during 2023 and
net cash used in operations of $2.3 million for the year ended December 31, 2021.Recent Financing
Whitehawk
To finance the acquisition of FrontRow, the Company and substantially all its direct and indirect subsidiaries, including Boxlight, Sahara and FrontRow as guarantors, entered into2022 with our Credit Facility with Whitehawk. Prior to April 24, 2023, we maintained a maximum $68.5 million term loan credit facility, dated December 31, 2021 and as amended April 4, 2022 (the “Amended Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent. Under the terms of the Credit Agreement, the Company received an initialdelayed draw term loan of $58.5which we had $7.5 million available. On April 24, 2023, we borrowed $3.0 million on December 31, 2021 (the “Initial Loan”) and was provided with a subsequentour delayed draw facility of up to $10 millionterm loan that may be providedwas used for additional working capital purposes under certain conditions (the “Delayed Draw”).purposes. The Initial Loan and Delayed Draw are collectively referred to as the “Term Loans.” The proceedscompletion of the Initial Loan were used to finance the Company’s acquisition of FrontRow, pay off all indebtedness owed to our existing lenders, Sallyport Commercial Finance, LLC and Lind Global Asset Management, LLC, pay related fees and transaction costs, and provide working capital. Of the Initial Loan, $8.5 million was subject to repayment on February 28, 2022,with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022 and the $50.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025. The Term Loans will bear interest at the LIBOR rate plus 10.75%; provided that after June 30, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25, the interest rate would be reduced to LIBOR plus 10.25%. Such terms are subject to the Company maintaining a borrowing base in terms compliant with the Credit Agreement.
On March 29, 2022, the Company received a Notice of Events of Default and Reservation of Rights (the “Notice”) from the Collateral Agent, alleging, among other things, defaults as a result of (i) failure to repay $8.5 million of the facility by February 28,
2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance positionadditional draw eliminates further draws under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result of the Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the Events of Default are either waived or cured. Following the Company’s receipt of the Notice and pursuant to amendment to the Credit Agreement, dated April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms. The principal elements of the amendment included (a) an extension of time for the Loan Parties to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 of over advances to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties intend to obtain credit insurance on certain key customers whose principal offices are located in the European Union and Australia as their accounts owed to the Loan Parties were deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.
In addition, the Lender and Collateral Agent agreed to (i) reduce, through June 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus + 9.75%) after delivery of the Loan Parties’ June 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement. In conjunction with the amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5% for payments made on or before December 31, 2022, (ii) 4% for payments made between January 1, 2023 and December 31, 2023, and (iii) 2% for payments made between January 1, 2024 and December 31, 2025 a. Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0agreement. The $3.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of ECF or casualty events.
The foregoing descriptions of the Amendment to the Credit Agreement, the Notice and the Fee Letter do not purport to describe all of the terms of such agreements. The full details of the Amendment to the Credit Agreement are filed as an Exhibit to the 8-K filed by the Company on April 4, 2022.
Sallyport
On July 20, 2021, Boxlight and Sallyport amended the Accounts Receivable Agreement (the “ARC Amendment”) entered into on September 21, 2020 and described below for purposes of increasing the Maximum Facility Limit Amount to $13,000,000, as well as increasing the minimum monthly sales from $1,250,000 to $3,000,000. In exchange for entry into the ARC Amendment, Boxlight agreed to a fee of $50,000, representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remained unchanged. On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the Accounts Receivable Agreement (the “Second ARC Amendment”), which further increased the Maximum Facility Limit Amount to $15,000,000. In exchange for entry into the Second ARC Amendment, Boxlight agreed to a fee of $20,000, representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remained unchanged. On August 23, 2021, the Company and Sallyport, as first lien creditor, and Lind Global Macro Fund, LP (“LGMF”) and Lind Global Asset Management, LLC (“Lind Global”), together as second lien creditors, entered into the fourth amended and restated intercreditor agreement (the “Fourth A&R Intercreditor Agreement”) for the sole purpose of increasing the permitted first lien cap thereunder from $6 million to $20 million. On December 31, 2021, the Company obtained funds from its new Credit Agreement with Whitehawk to pay off the remaining $8.4 million in principal. As a result of paying off Sallyport, the Company recorded a loss on settlement of debt of $812,000.
Everest Display (EDI)
On January 26, 2021, we entered into an agreement with Everest Display Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics Inc., a California corporation (“AMAGIC”), pursuant to which $1,983,436 in accounts payable owed by us to EDI was settled in exchange for our issuance of 793,375 shares (the “2021 Shares”) of its Class A common stock to AMAGIC at a $2.50 per share purchase price, which resulted in a loss of $356,000. The 2021 Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act.
As approved by the Company’s board of directors on June 22, 2020, the Company entered into an agreement with EDI and EDI’s subsidiary, AMAGIC, effective June 11, 2020, pursuant to which EDI forgave $1,000,000 in accounts payable owed by the Company to EDI in exchange for the Company’s issuance of 869,565 shares (the “Shares”) of its Class A common stock to AMAGIC which was calculated at a $1.15 per share purchase price. The Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended.
Lind Global Macro Fund, LP
On February 4, 2020, the Company and Lind entered into a securities purchase agreement pursuant to which the Company received $750,000 in exchange for the issuance to Lind of (1) an $825,000 convertible promissory note, payable at an 8% interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $60,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250. The Note was to mature over 24 months, with repayment that commenced on August 4, 2020, after which time the Company made monthly payments of $45,833 plus interest by issuing shares of Class A common stock. The commitment fee in the amount of $26,250 was paid to Lind, along with legal fees in the amount of $15,000. The Company paid Lind $60,000 for closing fees by issuing 44,557 shares of Class A common stock. During the year ended December 31, 2021, the Company paid principal of $1.1 million and interest of $32,000 to Lind Global by issuing a total of $671,000 shares of Class A common stock with an aggregate value of $1.5 million to Lind Global and recognized a loss extinguishment of approximately $430,000. The Note was paid off on December 21, 2021.
Lind Global Asset Management
On September 21, 2020, the Company and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities purchase agreement (the “Lind SPA”) pursuant to which the Company received $20.0 million in exchange for the issuance to Lind of (1) a $22.0 million convertible promissory note, payable at a 4% interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $900,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended September 21, 2020, and (3) a commitment fee of $400,000. The Note was to mature over 24 months, with repayment commencing on November 22, 2020, after which time the Company became obligated to make monthly payments of $1.0 million, plus interest. Interest accruedrepaid during the first two monthsthird quarter of 2023.
To the
note, after which time the interest payments, including accrued interest was paid monthly in either conversion shares. The commitment fee in the amount of $40,000 was paid to Lind Global, along with legal fees in the amount of $20,000. The Company paid Lind a total of $500,000 in closing fees consisting of commitment and legal fees, by issuing 310,399 shares of Class A common stock. The shares of Class A common stock issuable to Lind under the Note are registered pursuant to our effective shelf registration statement on Form S-3.All of the Lind Debt was paid off with the proceeds from the term loan credit facility entered into with Whitehawk on December 31, 2021.Aggregate principal due of $8 million was paid off of proceeds of term loan and a settlement loss of $374,000 was recognized which included a write off of the related deferred financing costs.
During the twelve months ended December 31, 2021, as payment for the Lind Global convertible notes, the Company repaid principal of $12.0 million and interest of $584,000 to Lind Global by issuing a total of 7.2 million shares Class A common stock with an aggregate value of $15.9 million to Lind and recognized a $3.3 million loss.
In conjunction with our entry into the Lind Global SPA agreement and the issuance of the Convertible Note, on September 21, 2020, the Company and Lind Global Macro Fund, LP, an affiliate of Lind Global(“Lind”), entered into a third amended and restated security agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note therein. In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement (the “Third A&R Intercreditor Agreement”) for purposes of amending and restating the second amended and restated intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s assets, among other matters.
In addition, on February 4, 2020, we and Lind entered into a second amended and restated security agreement for purposes of amending and restating a prior security agreement, dated as of December 13, 2019. Also, Sallyport Commercial Finance, LLC, as first lien creditor, and Lind, as second lien creditor, entered into a second amended and restated intercreditor agreement for purposes of
amending and restating the intercreditor agreement between the parties, dated as of December 13, 2019, in order to reaffirm and confirm the relative priority of each creditor’s respective security interests in our assets,
Maxim Group
On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant to which Maxim, as representative of the underwriters, agreed to underwrite the public offering (the “Offering”) of up to 15,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $2.00 per share, in addition to an overallotment option (the “Overallotment Option”) of 2,250,000 shares of Common Stock. The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares of the Company’s Common Stock, including the Overallotment Option, for gross proceeds of $34,500,000. Maxim acted as sole book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners (“A.G.P.”) acted as financial advisor. As compensation for underwriting the Offering, the underwriters received an underwriting discount of 7%, equaling approximately $2,415,000, in addition to $60,000 in expenses. A.G.P.’s compensation was paid out of the underwriting discount. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (SEC File No. 333-239939) (the “Registration Statement”) and the related base prospectus included therein, as supplemented by the prospectus supplement dated July 28, 2020 (the “Preliminary Prospectus”) and the final prospectus supplement, filed July 29, 2020 (the “Final Prospectus” and collectively with the Preliminary Prospectus, the “Prospectus”).
On June 8, 2020, the Company entered into an underwriting agreement (the “June Underwriting Agreement”) with Maxim pursuant to which Maxim agreed to underwrite the public offering (the “June Offering”) of 13,333,333 shares (the “Shares”) of the Company’s Class A common stock at a public offering price of $0.75 per share. National acted as co-manager of the June Offering. The June Offering closed on June 11, 2020, with the Company’s sale of the Shares for gross proceeds of $10,000,000. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A common stock at the public offering price less discounts and commissions (the “June Over-Allotment Option”). The June Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $1,500,000, through the sale of an additional 1,999,667 shares of Class A common stock. Maxim acted as sole-bookrunner and National acted as co-manager for the Offering. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $11.5 million. As compensation for underwriting the Offering, Maxim and National together received an underwriting discount of 7% of the Offering and the Over-Allotment Option and were reimbursed for up to $85,000 in underwriting expenses. The June Offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634)extent not previously filed with and subsequently declared effective by the SEC.
On February 4, 2020, we and Lind Global Marco Fund, LP (the “Investor” or “Lind”) entered into a purchase agreement (the “2020 SPA”) pursuant to which we received $750,000 in exchange for the issuance to Lind of (1) an $825,000 convertible promissory note, payable at an 8% interest rate, compounded monthly (the “2020 Note”), (2) certain shares of restricted Company Class A common stock valued at $60,000, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250. The Note matures over 24 months, with repayment to commence August 4, 2020, after which time the Company will be obligated to make monthly payments of $45,833 (the “Monthly Payments”), plus interest. Interest payments owed under the 2020 Note (the “Interest Payments”) accrue beginning on the one-month anniversary of the issuance of the Note, however such Interest Payments accrued during the first six months of the Note, after which time the Interest Payments, including such accrued Interest Payments, shall be payable on a monthly basis in either conversion shares or in cash. We may make the Monthly Payments and any Interest Payments in shares of the Company’s Class A common stock so long as such shares are either registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction pursuant to Rule 144 thereunder. As such, the Monthly Payments may be subject to reduction in any month by any amounts converted into the Company’s Class A common stock. In connectionstock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date.
Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of the ongoing conflict between Russia and Ukraine and Israel and Hamas and the continuing COVID-19 pandemic, the availability of debt and equity capital has been reduced and the cost of capital has increased. Furthermore, recent adverse developments affecting the financial services industry including events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions may lead to market-wide liquidity problems. This in turn could result in a reduction in our ability to access funding sources and credit arrangements in amounts adequate to finance our current and future business operations. Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders. However, while there can be no guarantee we will be able to access capital when needed, we are confident that the Company will be able to manage through the current challenges in the equity and debt finance markets by managing payment terms with our customers and vendors.
Cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirements or to maintain minimum liquidity requirements under our Credit Agreement, and we may need to raise capital to meet current working capital requirements including maintaining sufficient inventory levels to meet future sales demand.
The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.
The Company was not in compliance with its Senior Leverage Ratio financial covenant under the Credit Agreement at September 30, 2023. The non-compliance was cured by the Company paying $4.3 million, inclusive of $0.3 million in prepayment penalties and interest in November 2023 in order to bring the Company into compliance with the Senior Leverage Ratio at September 30, 2023.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023. Although on March 14, 2024, the Loan Parties entered into the Fifth Amendment with the Collateral Agent and the Lender mainly for the purpose of (1) amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), and (2) waiving any Event of Default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Fifth Amendment), there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future. Following the Fifth Amendment to the Credit Agreement, the Senior Leverage ratio increased to 6.00 at March 31, 2024, remained at 2.00 at June 30, 2024 and 1.75 thereafter. Because of the significant decreases in the required Senior Leverage Ratio within the next twelve months, the Company’s current forecast projects the Company may not be able to maintain compliance with this transactionratio. These conditions raise substantial doubt about the Company and Lind amended and restated the $4,400,000 note and the $1,375,000 note referred to below that we issued to Lind in March and December 2019, respectively, to provide that we would not make any payments under the Lind notes in the formability of Class A Common Stock if such payments could cause the Company to violatecontinue as a going concern within one year after the date that the financial statements are issued.
In view of this matter, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any rulesfuture non-
compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on a basis with more favorable terms. The Company is actively working to refinance its debt with new lenders on terms more favorable to the Company. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the
Nasdaq Capital Market.issuance of this Form 10-K. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working capital relationship with our current lender. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company.
Recent Financing
See Note 9 to the consolidated financial statements.
Off Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or liquidity and capital resources.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles accepted in the United States. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in detail in detail Note 1 to the enclosedaccompanying consolidated financial statements, and briefly summarized below. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain: | 3. | Goodwill and Intangible assets |
| 4. | Share-based Compensation |
1.Revenue Recognition
2.Goodwill and Intangible assets
3.Share-based Compensation
4.Derivative Warrant Liabilities
5.Income Taxes
In accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers) (“Topic 606”), the Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the significant risks and rewards of ownership of products or services are transferred to its customers. Product revenue is derived from the sale of projectors, interactive panels, audio and communication equipment and related software and accessories to distributors, resellers, and end users. Service revenue is derived from hardware maintenance services, product installation, training, software maintenance, and subscription services. The Company’s sales of interactive devices, including panels, projectors,whiteboards, audio and communication equipment and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. Interactive devices are generally sold with hardware maintenance services with terms
ranging from 36-60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms ranging from 36-60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, access to replacement parts, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications.
The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For other software product sales, control is transferred when the customer receives the related access code or interactive hardware since the customer’s access code or connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer.
The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed.
For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”).
BUSINESS ACQUISITIONS
The Company’s business acquisitions are accounted for as a business combination, in accordance with Topic 350 “Business Combinations”, which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the consolidated balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Income taxes, where applicable, are recognized and measured in accordance with Topic 740, Accounting for Income Taxes. For transactions occurring on or after January 1, 2021, contract liabilities acquired in a business combination are recognized and measured in accordance with Topic 606. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgement and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, and discount rates.
GOODWILL
andAND INTANGIBLE ASSETS
Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. Goodwill is not amortized and is not deductible for tax purposes. Under ASC Topic 350 “Business Combinations”Combinations,” we have an option to perform a “qualitative” assessment of the Company to determine whether further impairment testing is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the business is less than carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If we determine that the Company meets these criteria, we perform a qualitative assessment. In this qualitative assessment, we consider the following items: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, we assess whether the most recent fair value determination results in an amount that exceeds the carrying amount of the Company. Based on these assessments, we determine whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not. Because the qualitative assessment is an option, we may bypass it for any reporting unit in any period as begin our analysis with the quantitative impairment test. We may elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when we do not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount.
In analyzing goodwill for potential impairment in the quantitative impairment test, we use a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculate the fair value based on estimated future discounted cash flows. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value.
Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised
estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist using an undiscounted cash-flow approach.
The Company's annual impairment testing date normally occurs as of October 1, which facilitates the overall coordination and timing of our annual financial statement close cycle and the preparation of our annual report. During the year ended December 31, 2023, due to triggering events, the Company performed Goodwill testing as of June 30, September 30, and December 31, 2023.
As of June 30, 2023, we determined that a
fair-value-based approach.triggering event had occurred as a result of our market capitalization that suggested one or more of the reporting units may have fallen below the carrying amounts. In addition, changes in our reporting segments resulted in a change in the composition of our reporting units. As a result of these changes, we determined the Company had two reporting units for purposes of testing based upon entities that comprise the Americas and EMEA reporting segments. For purposes of impairment testing, we allocated goodwill to the reporting units based upon a relative fair value allocation approach and assigned approximately $22.4 million and $2.8 million of goodwill to the Americas and EMEA reporting units, respectively.
As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified. In analyzing goodwill for potential impairment in the quantitative impairment test, we used a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculated the fair value based on estimated future discounted cash flows. The assumptions used are based on what we believe a hypothetical marketplace participant would use in estimating fair value and include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values. Under the market approach, we estimated the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies. Based on the results of our interim test as of June 30, 2023, we concluded that the estimated fair value of each reporting unit exceeded the respective carrying value and, as such, we concluded that the goodwill assigned to each reporting unit, as of June 30, 2023, was not impaired.
As of September 30, 2023, due to further declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred.
As of September 30, 2023, the Company performed an interim goodwill impairment test as a result of the triggering event identified. The Company’s methodology for estimating fair value was consistent with the income and market approaches used as of June 30, 2023. Certain estimates and assumptions, including the Company’s operating forecast for 2023 and future periods, were revised based on current industry and Company trends. For the three and nine months ended September 30, 2023, the Company recorded goodwill impairment charges of $10.4 million and $2.8 million to the Americas and EMEA reporting units, respectively.
As of December 31, 2023, the Company performed goodwill impairment testing as a result of another triggering event identified. The Company’s methodology for estimating fair value was consistent with the income and market approaches used as of June 30, 2023 and September 30, 2023. Certain estimates and assumptions, including the Company’s operating forecast for 2023 and future periods, were further revised based on current industry and Company trends. For the year ended December 31, 2023, the Company recorded goodwill impairment charges of $22.4 million and $2.8 million in the Americas and EMEA reporting units, respectively, which also represents total accumulated goodwill impairment charges for each reporting unit.
The Company estimates the fair value of each stock option compensation award at the grant date by using the Black-Scholes option pricing model.model; the fair value of each restricted stock unit awarded is the market price of the underlying shares at the date of grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Accordingly, stock compensation expense is recognized based on
the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Total expense related to the award is reduced by the fair value of the options that are forfeited by the employees that leave the Company prior to vesting.
vesting as they occur.
DERIVATIVE WARRANT LIABILITIES
The Company classifies common stock purchase warrants as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses the classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.
The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income for the period.
The Company follows the asset and liability method of accounting for income taxes pursuant to the pertinent guidance issued by the FASB. Deferred income taxes are recorded to reflect the estimated future tax effects of differences between the financial statement and tax basis of assets, liabilities, operating losses, and tax credit carry forwards using the tax rates expected to be in effect when the temporary differences reverse. Valuation allowances, if any, are recorded to reduce deferred tax assets to the amount management considers more likely than not to be realized. Such valuation allowances are recorded for the portion of the deferred tax assets that are not expected to be realized based on the levels of historical taxable income and projections for future taxable income over the periods in which the temporary differences will be deductible.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, certain specified reporting and other regulatory requirements for public companies are reduced for businesses that meet the qualifications for emerging growth companies.
These provisions include:
| (1) | an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002; |
| (2) | an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; |
| (3) | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and |
| (4) | reduced disclosure about our executive compensation arrangements. |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” this item is not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Shareholders,
and the Board of Directors,
and Audit Committee of Boxlight Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Boxlight Corporation and its subsidiaries (the “Company”) as of December 31,
20212023 and
2020,2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the
two years in the
two-year period ended December 31,
2021,2023, and the related notes
and financial statement schedule II (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
20212023 and
2020,2022, and the results of its operations and its cash flows for each of the
two years in the
two-year period ended December 31,
2021,2023, in conformity with
U.S.accounting principles generally accepted
accounting principles.
in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures includedinclude examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Critical Audit Matter – Goodwill Impairment Assessment
As described in Note 1, in analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value. Under the income approach, the Company calculates the fair value based on discounted estimated future cash flows. Under the market approach, the Company estimates the fair value based on the market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies.
We identified the quantitative impairment test of goodwill as a critical audit matter. The principal considerations for that determination included the judgment involved in assessing management’s impairment test of goodwill due to the measurement uncertainty involved in determining the fair value of equity for the reporting units. In particular, the fair value estimates are sensitive to changes in assumptions such as discount rates, expected future cash flows, long-term growth rates, and comparable company earnings multiples.
The primary procedures we performed to address this critical audit matter included:
•We obtained an understanding of management’s process for assessing goodwill impairment and performing the qualitative goodwill impairment test, including management’s process for developing assumptions used in the income and market approaches to estimate the fair value of reporting units.
•We evaluated management’s revenue growth rates, margins, and cash flows to current industry and economic trends, while also considering the current and future business, customer base, and product mix.
•We assessed management’s process for estimating revenue growth and margins by comparing past projections to actual performance.
•With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the models, valuation methodology, and significant assumptions used in the income and market approaches to estimate the fair values.
•We tested management’s reconciliation of the fair value of equity of the reporting units to the market capitalization of the Company.
/s/
Dixon Hughes GoodmanFORVIS, LLP
We have served as the
Company'sCompany’s auditor since 2018.
Atlanta, Georgia
April 13, 2022
Consolidated Balance Sheets
As of December 31,
20212023 and
20202022
(
$ in
thousands)
| | | | | | |
| | December 31, | | December 31, |
| | 2021 | | 2020 |
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 17,938 | | $ | 13,460 |
Accounts receivable – trade, net of allowances | | | 29,573 | | | 20,869 |
Inventories, net of reserves | | | 51,591 | | | 20,913 |
Prepaid expenses and other current assets | | | 9,444 | | | 6,161 |
Total current assets | | | 108,546 | | | 61,403 |
| | | | | | |
Property and equipment, net of accumulated depreciation | | | 1,073 | | | 562 |
Intangible assets, net of accumulated amortization | | | 65,532 | | | 55,156 |
Goodwill | | | 26,037 | | | 22,742 |
Other assets | | | 248 | | | 90 |
Total assets | | $ | 201,436 | | $ | 139,953 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| | | | | | |
Current liabilities: | | | | | | |
Accounts payable and accrued expenses | | $ | 33,638 | | $ | 14,246 |
Accounts payable and accrued expenses – related parties | | | — | | | 1,967 |
Short-term debt | | | 9,804 | | | 16,817 |
Earn-out payable- related party | | | — | | | 119 |
Deferred revenues – short-term | | | 7,575 | | | 5,671 |
Derivative liabilities | | | 3,064 | | | 363 |
Other short-term liabilities | | | 667 | | | 1,209 |
Total current liabilities | | | 54,748 | | | 40,392 |
| | | | | | |
Deferred revenues - long-term | | | 13,952 | | | 10,482 |
Long-term debt | | | 42,137 | | | 7,831 |
Deferred tax liabilities, net | | | 8,449 | | | 7,902 |
Other long-term liabilities | | | 340 | | | 2 |
Total liabilities | | | 119,626 | | | 66,609 |
| | | | | | |
Commitments and contingencies (Note 15) | | | | | | |
Mezzanine equity: | | | | | | |
Preferred Series B | | | 16,146 | | | 16,513 |
Preferred Series C | | | 12,363 | | | 12,363 |
Total mezzanine equity | | | 28,509 | | | 28,876 |
| | | | | | |
Stockholders’ equity: | | | | | | |
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 167,972 and 167,972 shares issued and outstanding, respectively | | | — | | | — |
Common stock, $0.0001 par value, 200,000,000 shares authorized; 63,821,901 and 53,343,518 Class A shares issued and outstanding, respectively | | | 6 | | | 6 |
Additional paid-in capital | | | 110,867 | | | 86,768 |
Accumulated deficit | | | (61,300) | | | (47,498) |
Accumulated other comprehensive income | | | 3,728 | | | 5,192 |
Total stockholders’ equity | | | 53,301 | | | 44,468 |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 201,436 | | $ | 139,953 |
thousands except share and per share amounts)
| | | | | | | | | | | |
| December 31,
2023 | | December 31,
2022
(as adjusted)* |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 17,253 | | | $ | 14,591 | |
| Accounts receivable – trade, net of allowances | 29,523 | | | 31,009 | |
| Inventories, net of reserves | 44,131 | | | 58,211 | |
| Prepaid expenses and other current assets | 9,471 | | | 7,433 | |
| Total current assets | 100,378 | | | 111,244 | |
| | | |
| Property and equipment, net of accumulated depreciation | 2,477 | | | 1,733 | |
| Operating lease right of use asset | 8,846 | | | 4,350 | |
| Intangible assets, net of accumulated amortization | 45,964 | | | 52,579 | |
| Goodwill | — | | | 25,092 | |
| Other assets | 906 | | | 397 | |
| Total assets | $ | 158,571 | | | $ | 195,395 | |
| | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 32,899 | | | $ | 36,566 | |
| Short-term debt | 1,037 | | | 845 | |
| Operating lease liabilities, current | 1,827 | | | 1,898 | |
| Deferred revenues, current | 8,698 | | | 8,308 | |
| Derivative liabilities | 205 | | | 472 | |
| Other short-term liabilities | 1,566 | | | 386 | |
| Total current liabilities | 46,232 | | | 48,475 | |
| | | |
| Deferred revenues, non-current | 16,347 | | | 15,603 | |
| Long-term debt | 39,134 | | | 43,778 | |
| Deferred tax liabilities, net | 4,316 | | | 4,680 | |
| Operating lease liabilities, non-current | 7,282 | | | 2,457 | |
| | | |
| Total liabilities | 113,311 | | | 114,993 | |
| | | |
| Commitments and contingencies (Note 15) | | | |
| Mezzanine equity: | | | |
| Preferred Series B, 1,586,620 shares issued and outstanding | 16,146 | | | 16,146 | |
| Preferred Series C, 1,320,850 shares issued and outstanding | 12,363 | | | 12,363 | |
| Total mezzanine equity | 28,509 | | | 28,509 | |
| | | |
| Stockholders’ equity: | | | |
| Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 167,972 and 167,972 shares issued and outstanding, respectively | — | | | — | |
| Common stock, $0.0001 par value, 18,750,000 shares authorized; 9,704,496 and 9,339,587 Class A shares issued and outstanding at December 31, 2023 and 2022, respectively | 1 | | | 1 | |
| Additional paid-in capital | 119,724 | | | 117,849 | |
| Accumulated deficit | (104,275) | | | (65,043) | |
| Accumulated other comprehensive income (loss) | 1,301 | | | (914) | |
| Total stockholders’ equity | 16,751 | | | 51,893 | |
| | | |
| Total liabilities and stockholders’ equity | $ | 158,571 | | | $ | 195,395 | |
See Accompanying Notes to Financial Statements.
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended December 31,
20212023 and
20202022
(in thousands, except per share amounts)
| | | | | | |
| | 2021 | | 2020 |
Revenues, net | | $ | 185,177 | | $ | 54,891 |
Cost of revenues | | | 138,652 | | | 45,023 |
Gross profit | | | 46,525 | | | 9,868 |
| | | | | | |
Operating expense: | | | | | | |
General and administrative expenses | | | 47,270 | | | 21,157 |
Research and development | | | 1,826 | | | 1,419 |
Total operating expense | | | 49,096 | | | 22,576 |
| | | | | | |
Loss from operations | | | (2,571) | | | (12,708) |
| | | | | | |
Other income (expense): | | | | | | |
Interest expense, net | | | (3,382) | | | (2,815) |
Other income (expense), net | | | (20) | | | 129 |
Loss on settlement of liabilities, net | | | (4,532) | | | (1,363) |
Changes in fair value of derivative liabilities | | | 13 | | | (216) |
Total other income (expense) | | | (7,921) | | | (4,265) |
| | | | | | |
Loss before income taxes | | | (10,492) | | | (16,973) |
Income tax expense | | | (3,310) | | | 821 |
Net loss | | | (13,802) | | | (16,152) |
Fixed dividends - Series B Preferred | | | (1,269) | | | (338) |
Deemed Contribution -Series B Preferred | | | 367 | | | — |
Net loss attributable to common stockholders | | $ | (14,704) | | $ | (16,490) |
| | | | | | |
Comprehensive loss: | | | | | | |
Net loss | | | (13,802) | | | (16,152) |
Other comprehensive loss: | | | | | | |
Foreign currency translation (loss) gain | | | (1,464) | | | 5,230 |
Total comprehensive loss | | $ | (15,266) | | $ | (10,922) |
| | | | | | |
Net loss per common share – basic and diluted | | | (13,802) | | | (16,152) |
| | | | | | |
Net loss per common share – basic and diluted | | $ | (0.23) | | $ | (0.39) |
Weighted average number of common shares outstanding – basic and diluted | | | 58,849 | | | 42,198 |
| | | | | | | | | | | |
| 2023 | | 2022 |
| Revenues, net | $ | 176,721 | | | $ | 221,781 | |
| Cost of revenues | 113,419 | | | 156,913 | |
| Gross profit | 63,302 | | | 64,868 | |
| | | |
| Operating expense: | | | |
| General and administrative expenses | 61,252 | | | 59,337 | |
| Research and development | 3,155 | | | 2,482 | |
| Impairment of goodwill | 25,195 | | | — | |
| Total operating expense | 89,602 | | | 61,819 | |
| | | |
| (Loss) income from operations | (26,300) | | | 3,049 | |
| | | |
| Other income (expense): | | | |
| Interest expense, net | (10,840) | | | (9,923) | |
| Other expense, net | (417) | | | (267) | |
| Gain on settlement of liabilities, net | — | | | 856 | |
| Change in fair value of derivative liabilities | 267 | | | 2,591 | |
| Total other expense | (10,990) | | | (6,743) | |
| Loss before income taxes | (37,290) | | | (3,694) | |
| Income tax expense | (1,866) | | | (49) | |
| Net loss | (39,156) | | | (3,743) | |
| Fixed dividends - Series B Preferred | (1,269) | | | (1,269) | |
| Net loss attributable to common stockholders | $ | (40,425) | | | $ | (5,012) | |
| | | |
| Comprehensive loss: | | | |
| Net loss | (39,156) | | | (3,743) | |
| Other comprehensive loss: | | | |
| Foreign currency translation adjustment | 2,215 | | | (4,642) | |
| Total comprehensive loss | $ | (36,941) | | | $ | (8,385) | |
| | | |
| | | |
| | | |
| Net loss per common share – basic and diluted - as adjusted | $ | (4.28) | | | $ | (0.58) | |
| | | |
| Weighted average number of common shares outstanding – basic and diluted - as adjusted | 9,455 | | 8,644 |
See Accompanying Notes to Financial Statements.
Consolidated Statements of Changes in Stockholders’ Equity
(Deficit)
For the Year Ended December 31, 2023
(in thousands except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Series A
Preferred Stock | | Class A
Common Stock | | Additional
Paid-in
Capital | | Accumulated Other
Comprehensive Income (Loss) | | Accumulated
Deficit | | Total |
| Shares | | Amount | | Shares | | Amount | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Balance, December 31, 2022 | 167,972 | | $ | — | | | 9,339,587 | | $ | 1 | | | $ | 117,849 | | | $ | (914) | | | $ | (65,043) | | | $ | 51,893 | |
| | | | | | | | | | | | | | | |
| Cumulative effect of change in accounting principle, net of tax | — | | — | | | — | | — | | | — | | | — | | | (76) | | | (76) | |
| | | | | | | | | | | | | | | |
| Balance, December 31, 2022 - as adjusted | 167,972 | | — | | | 9,339,587 | | 1 | | | 117,849 | | | (914) | | | (65,119) | | | 51,817 | |
| | | | | | | | | | | | | | | |
| Shares issued for: | | | | | | | | | | | | | | | |
| Stock options exercised | — | | — | | | 12,500 | | — | | | 13 | | | — | | | — | | | 13 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Vesting of restricted stock units | — | | — | | | 318,995 | | — | | | — | | | — | | | — | | | — | |
| Reverse stock split fractional adjustment | — | | — | | | 33,414 | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Stock compensation | — | | — | | | — | | — | | | 3,131 | | | — | | | — | | | 3,131 | |
| Foreign currency translation | — | | — | | | — | | — | | | — | | | 2,215 | | | — | | | 2,215 | |
| Fixed dividends for preferred shareholders | — | | — | | | — | | — | | | (1,269) | | | — | | | — | | | (1,269) | |
| Net loss | — | | — | | | — | | — | | | — | | | — | | | (39,156) | | | (39,156) | |
| | | | | | | | | | | | | | | |
| Balance, December 31, 2023 | 167,972 | | $ | — | | | 9,704,496 | | $ | 1 | | | $ | 119,724 | | | $ | 1,301 | | | $ | (104,275) | | | $ | 16,751 | |
| See Accompanying Notes to Financial Statements. |
Boxlight Corporation
Consolidated Statements of Changes in Stockholders’ Equity
For the Year Ended December 31, 2022
(in thousands except share amounts) - as adjusted
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Series A
Preferred Stock | | Class A
Common Stock | | Additional
Paid-in
Capital | | Accumulated Other
Comprehensive
Income (Loss) | | Accumulated
Deficit | | Total |
| Shares | | Amount | | Shares | | Amount | | | | |
| | | | | | | | | | | | | | | |
| Balance, December 31, 2021 | 167,972 | | $ | — | | | 7,977,738 | | $ | — | | | $ | 110,873 | | | $ | 3,728 | | | $ | (61,300) | | | $ | 53,301 | |
| Shares issued for: | | | | | | | | | | | | | | | |
| Stock options exercised | — | | — | | | 37,105 | | — | | | 81 | | | — | | | — | | | 81 | |
| Acquisition | — | | — | | | 28,846 | | — | | | 150 | | | — | | | — | | | 150 | |
| Debt issuance costs | — | | — | | | 66,021 | | — | | | — | | | — | | | — | | | — | |
| Vesting of restricted stock units | — | | — | | | 310,759 | | — | | | — | | | — | | | — | | | — | |
| Securities purchase agreement | — | | — | | | 875,000 | | 1 | | | 2,352 | | | — | | | — | | | 2,353 | |
| Warrant redemption, net | — | | — | | | 44,118 | | — | | | — | | | — | | | — | | | — | |
| Issuance of warrants and prefunded warrants | — | | — | | | — | | — | | | 2,349 | | | — | | | — | | | 2,349 | |
| Stock compensation | — | | — | | | — | | — | | | 3,313 | | | — | | | — | | | 3,313 | |
| Foreign currency translation | — | | — | | | — | | — | | | — | | | (4,642) | | | — | | | (4,642) | |
| Fixed dividends for preferred shareholders | — | | — | | | — | | — | | | (1,269) | | | — | | | — | | | (1,269) | |
| Net loss | — | | — | | | — | | — | | | — | | | — | | | (3,743) | | | (3,743) | |
| | | | | | | | | | | | | | | |
| Balance, December 31, 2022 | 167,972 | | $ | — | | | 9,339,587 | | $ | 1 | | | $ | 117,849 | | | $ | (914) | | | $ | (65,043) | | | $ | 51,893 | |
| See Accompanying Notes to Financial Statements. |
Boxlight Corporation
Consolidated Statements of Cash Flows
For the Years Ended December 31,
20212023 and
20202022
(
$ in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Series A | | Class A | | Additional | | | | | Accumulated Other | | | | | | |
| | Preferred Stock | | Common Stock | | Paid-in | | Subscriptions | | Comprehensive | | Accumulated | | | |
| | Shares | | Amount | | Shares | | Amount | | Capital | | Receivable | | Income (Loss) | | Deficit | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2019 | | 167,972 | | $ | — | | 11,698,697 | | $ | 1 | | $ | 30,736 | | $ | — | | $ | (38) | | $ | (31,346) | | $ | (647) |
Shares issued for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Conversion of liabilities | | — | | | — | | 8,812,991 | | | 2 | | | 12,019 | | | — | | | — | | | — | | | 12,021 |
Closing fees related to public offering | | | | | | | — | | | — | | | (906) | | | | | | — | | | — | | | (906) |
Public offering | | — | | | — | | 32,583,000 | | | 3 | | | 43,521 | | | — | | | — | | | — | | | 43,524 |
Cash | | — | | | — | | 142,857 | | | | | | 100 | | | — | | | — | | | | | | 100 |
Other share-based payments | | — | | | — | | 7,111 | | | — | | | 8 | | | — | | | — | | | — | | | 8 |
Conversion of restricted shares | | — | | | — | | 98,862 | | | — | | | — | | | — | | | — | | | — | | | — |
Stock compensation | | — | | | — | | — | | | — | | | 1,628 | | | — | | | — | | | — | | | 1,628 |
Foreign currency translation | | — | | | — | | — | | | — | | | — | | | — | | | 5,230 | | | — | | | 5,230 |
Fixed dividends for preferred shareholders | | — | | | — | | — | | | — | | | (338) | | | — | | | — | | | — | | | (338) |
Net loss | | — | | | — | | — | | | — | | | — | | | — | | | — | | | (16,152) | | | (16,152) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2020 | | 167,972 | | | — | | 53,343,518 | | | 6 | | | 86,768 | | | — | | | 5,192 | | | (47,498) | | | 44,468 |
Shares issued for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Conversion of liabilities | | — | | | — | | 8,697,166 | | | — | | | 19,080 | | | — | | | — | | | — | | | 19,080 |
Other share-based payments | | — | | | — | | 721,653 | | | — | | | 797 | | | — | | | — | | | — | | | 797 |
Acquisition | | — | | | — | | 142,882 | | | | | | 404 | | | | | | | | | | | | 404 |
Debt Issuance costs | | — | | | — | | — | | | — | | | 660 | | | — | | | — | | | — | | | 660 |
Conversion of restricted shares | | — | | | — | | 916,682 | | | — | | | — | | | — | | | — | | | — | | | — |
Stock compensation | | — | | | — | | — | | | — | | | 4,060 | | | — | | | — | | | — | | | 4,060 |
Foreign currency translation | | — | | | — | | — | | | — | | | — | | | — | | | (1,464) | | | — | | | (1,464) |
Fixed dividends for preferred shareholders | | — | | | — | | — | | | — | | | (1,269) | | | — | | | — | | | — | | | (1,269) |
Deemed contribution for preferred shareholders | | | | | | | | | | | | | 367 | | | | | | | | | | | | 367 |
Net loss | | — | | | — | | — | | | — | | | — | | | — | | | — | | | (13,802) | | | (13,802) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2021 | | 167,972 | | $ | — | | 63,821,901 | | $ | 6 | | | 110,867 | | | — | | $ | 3,728 | | $ | (61,300) | | $ | 53,301 |
| | | | | | | | | | | |
| 2023 | | 2022 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (39,156) | | | $ | (3,743) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Amortization of debt discount and issuance cost | 2,303 | | | 2,158 | |
| Bad debt expense | 9 | | | 266 | |
| Gain on settlement of liabilities | — | | | (856) | |
| Changes in deferred tax assets and liabilities | (347) | | | (3,776) | |
| Change in allowance for sales returns and volume rebate | 1,356 | | | 316 | |
| Change in inventory reserve | 2,131 | | | (68) | |
| Change in fair value of derivative liability | (267) | | | (2,591) | |
| | | |
| Stock compensation expense | 3,131 | | | 3,313 | |
| Depreciation and amortization | 8,859 | | | 9,129 | |
| Impairment of goodwill | 25,195 | | | — | |
| Change in right of use assets and lease liabilities | 249 | | | 8 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable – trade | 781 | | | (3,800) | |
| Inventories | 13,105 | | | (10,272) | |
| Prepaid expenses and other current assets | (1,874) | | | 1,602 | |
| Other assets | (498) | | | (161) | |
| Accounts payable and accrued expenses | (4,822) | | | 5,756 | |
| Other short-term liabilities | 1,136 | | | 256 | |
| Deferred revenues | 290 | | | 3,965 | |
| Other liabilities | — | | | (312) | |
| Net cash provided by operating activities | $ | 11,581 | | | $ | 1,190 | |
| | | |
| Cash flows from investing activities: | | | |
| Asset acquisition | — | | | (100) | |
| | | |
| Purchases of furniture and fixtures, net | (1,321) | | | (1,106) | |
| Net cash used in investing activities | $ | (1,321) | | | $ | (1,206) | |
| | | |
| Cash flows from financing activities: | | | |
| Net proceeds from issuance of common stock and warrants, net of issuance costs | — | | | 4,700 | |
| Proceeds from issuances of short-term debt | 3,000 | | | — | |
| Proceeds from exercise of options and warrants | 13 | | | — | |
| Principal payments on long-term debt | (6,755) | | | (11,141) | |
| | | |
| Proceeds from long term debt | — | | | 2,500 | |
| Principal payments on short-term debt | (3,000) | | | — | |
| Payments of fixed dividends to Series B Preferred stockholders | (1,269) | | | (1,269) | |
| Proceeds from issuance of common stock | — | | | 84 | |
| | | |
| Net cash used in financing activities | $ | (8,011) | | | $ | (5,126) | |
| | | |
| Effect of foreign currency exchange rates | 413 | | | 1,795 | |
| | | |
| Net increase (decrease) in cash and cash equivalents | 2,662 | | | (3,347) | |
| | | |
| Cash and cash equivalents, beginning of the period | 14,591 | | | 17,938 | |
| | | |
| Cash and cash equivalents, end of the period | $ | 17,253 | | | $ | 14,591 | |
| | | |
| Supplemental cash flow disclosures: | | | |
| | | |
| Cash paid for income taxes | $ | 2,691 | | | $ | 1,615 | |
| Cash paid for interest | $ | 8,290 | | | $ | 8,342 | |
| | | |
| Non-cash investing and financing transactions: | | | |
| | | |
| | | |
| Addition of operating lease liabilities | $ | 5,865 | | | $ | — | |
| Shares issued for asset acquisition | $ | — | | | $ | 150 | |
| | | |
See Accompanying Notes to Financial Statements.
Boxlight Corporation
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021 and 2020
($ in thousand)
| | | | | | |
| | 2021 | | 2020 |
| | | | | | |
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (13,802) | | $ | (16,152) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | |
Amortization of debt discount and issuance cost | | | 2,132 | | | 1,626 |
Bad debt (recovery) expense | | | 425 | | | 166 |
Loss on settlement of liabilities | | | 3,345 | | | 1,363 |
Changes in deferred tax assets and liabilities | | | 788 | | | (1,477) |
Change in allowance for sales returns and volume rebate | | | 1,145 | | | 73 |
Change in inventory reserve | | | 250 | | | 155 |
Change in fair value of derivative liability | | | (13) | | | 216 |
Shares issued for interest payment on notes payable | | | 617 | | | 499 |
Stock compensation expense | | | 4,060 | | | 1,628 |
Other share-based payments | | | — | | | 7 |
Depreciation and amortization | | | 7,175 | | | 2,608 |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable – trade | | | (6,427) | | | (212) |
Inventories | | | (20,998) | | | 795 |
Prepaid expenses and other current assets | | | (2,470) | | | (1,994) |
Other assets | | | (158) | | | 6 |
Accounts payable and accrued expenses | | | 18,050 | | | 2,176 |
Other short-term liabilities | | | 344 | | | 906 |
Warranty liability | | | (102) | | | 76 |
Accounts payable and accrued expenses - related parties | | | — | | | 37 |
Deferred revenues | | | 4,318 | | | 2,847 |
Other liabilities | | | (1,009) | | | (13) |
Net cash used in operating activities | | | (2,330) | | | (4,664) |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Business acquisitions (net of cash acquired) | | | (33,604) | | | (45,053) |
Cash paid to settle earnout obligations | | | (119) | | | — |
Purchases of furniture and fixtures, net | | | (285) | | | (265) |
Net cash used in investing activities | | | (34,008) | | | (45,318) |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Proceeds from short-term debt | | | 54,225 | | | 10,067 |
Principal payments on short-term debt | | | (66,912) | | | (8,608) |
Discount on notes payable | | | (500) | | | — |
Proceeds from convertible debt | | | — | | | 20,750 |
Proceeds from long term debt | | | 58,500 | | | — |
Debt issuance costs | | | (3,324) | | | (20) |
Payments of fixed dividends to Series B Preferred stockholders | | | (1,269) | | | (338) |
Proceeds from issuance of common stock | | | 428 | | | 42,718 |
Proceeds from the Paycheck Protection Plan Program loan | | | — | | | 1,009 |
Net cash provided by financing activities | | | 41,148 | | | 65,578 |
| | | | | | |
Effect of foreign currency exchange rates | | | (332) | | | (3,309) |
| | | | | | |
Net increase in cash and cash equivalents | | | 4,478 | | | 12,287 |
| | | | | | |
Cash and cash equivalents, beginning of the period | | | 13,460 | | | 1,173 |
| | | | | | |
Cash and cash equivalents, end of the period | | $ | 17,938 | | $ | 13,460 |
| | | | | | |
Supplemental cash flow disclosures: | | | | | | |
| | | | | | |
Cash paid for income taxes | | $ | 1,476 | | $ | 2,316 |
Cash paid for interest | | $ | 1,497 | | $ | 542 |
| | | | | | |
Non-cash investing and financing transactions: | | | | | | |
Preferred shares issued as consideration for acquisition of Sahara | | $ | — | | $ | 28,876 |
Note payable issued as consideration for acquisition of MyStemkits | | $ | — | | $ | 175 |
Shares issued to settle accounts payable | | $ | 1,626 | | $ | 1,372 |
Shares issued to convert notes payable – Lind Global | | $ | 17,454 | | $ | 10,499 |
Shares issued for closing fees related to outstanding notes payable – Lind Global | | $ | — | | $ | 517 |
Exercise of warrants | | $ | 350 | | $ | — |
Shares issued for acquisition | | $ | 403 | | $ | — |
Deemed contribution from Series B Preferred Stock | | $ | 367 | | $ | — |
See Accompanying Notes to Financial Statements.
Of Boxlight Corporation
Notes to Consolidated Financial Statements
Boxlight Corporation
NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
COMPANY HISTORY AND RECENT ACQUISITIVE GROWTH
Boxlight Corporation (the “Company”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. The Company designs, produces and distributes interactive technology solutions
predominantly to the education market.
On December 31, 2021, the Company acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market.
On September 24, 2020, the Company acquired Sahara Holdings, Ltd., a leader in distributed and manufactured AV solutions. Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands.
On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”), the largest online collection of K-12 STEM curriculum for 3D printing.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of Boxlight Corporation and its wholly owned subsidiaries. Intercompany transactions and account balances among all of affiliated entities have been eliminated.
In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation.
ESTIMATES AND ASSUMPTIONS
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowancesreserves for bad debts, and inventory obsolescence; the recoverability of deferred tax assets; the fair value and the recoverability of warrants; the initial fair value and recoverability of preferred stock, intangible assets and goodwill; the fair value of stock compensation; the relative stand-alone selling prices of goods and services; and variable consideration.
REVERSE STOCK SPLIT AND RECLASSIFICATIONS
On June 14, 2023, the Company effected a reverse stock split of the Company’s Class A common stock whereby each eight shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock. The par value of the common stock was not adjusted. Following the reverse split, the authorized shares for Class A common stock was adjusted to 18,750,000, the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares. All Class A common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional paid-in capital on the consolidated balance sheets of approximately $6 thousand. The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation fair valuesarrangements, and the conversion features on preferred shares. All of the agreements included existing conversion language in the event of a stock split and thus did not result in modification accounting or additional incremental expense as a result of this transaction. The Company issued 33,414 shares of Class A common stock to adjust fractional shares following the reverse stock split to the nearest whole share. There are presently no shares of Class B common stock outstanding and none were outstanding as of December 31, 2023 and 2022.
GOING CONCERN
The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets acquired and estimatesthe satisfaction of obligations in the normal course of business.
At September 30, 2023 the Company was not in compliance with its Senior Leverage Ratio financial covenant under the credit agreement, originally dated December 31, 2021, as amended (the "Credit Agreement"), between the Company, its direct and indirect subsidiaries, and Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent. The Company's non-compliance with the Credit Agreement was cured by the Company paying
$4.3 million, inclusive of $0.3 million in prepayment penalties and accrued interest, in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023.
At December 31, 2023, the Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement. The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreases to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and at 1.75 thereafter.
On March 14, 2024 the Company entered into a fifth agreement (the 'Fifth Amendment') with the Collateral Agent and Lender which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Amended agreement, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75.
Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next twelve months, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.
In view of this matter, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for
contingent liabilities.any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working relationship with our current lender. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company.
To the extent not converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date.
These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.
Comprehensive income (loss) reflects the change in equity during the year
except those resulting from investments by and distributions to stockholders and is comprised of all components of net
income (loss)loss and foreign currency translation adjustments.
The Company’s reporting currency is the U.S. dollar.
The U.S. dollar is the currency of the primary economic environment in which it operates and is generally the currency in which the Company’s business generates and expends cash. Subsidiaries with different functional currencies, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses arise from transactions denominated in
currencies other than the functional currency.
Gains and losses on those foreign currency transactions are included in determining net
income (loss)loss for the period in which the exchange rates change.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR
DOUBTFUL ACCOUNTSEXPECTED CREDIT LOSS
Accounts receivable are stated at contractual amounts, net of an allowance for
doubtful accounts.expected credit losses. The allowance for
doubtful accountscredit losses represents management’s estimate of the amounts that ultimately will not be realized in cash. The Company reviews the adequacy of the allowance for
doubtful accountscredit losses on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers.
Estimated credit losses consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required.
Inventories are stated at the lower of cost or net realizable value and include spare parts and finished goods. Inventories are primarily determined using specific identification and the first-in, first-out (“FIFO”) cost methods. Cost includes direct cost from the Current Manufacturer (“CM”) or Original Equipment Manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs.
The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to several quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions.
Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred.
Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell.
BUSINESS COMBINATIONS
Transactions in which the Company acquires or obtains control of one or more businesses are accounted There was no impairment recognized for as business combinations in accordance with Topic 805, Business Combinations, which requires, among other things, that assets acquired,2023 and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Income taxes, where applicable, are recognized and measured in accordance with Topic 740, Accounting for Income Taxes. For transactions occurring on or after January 1, 2021, contract liabilities acquired in a business combination are recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers (“Topic 606”). Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgement and estimates, including the selection of valuation methodologies, estimates of future
2022.revenue, costs and cash flows, and discount rates. Transaction costs are expensed as incurred. Any excess consideration transferred over the assigned values of net assets acquired would be recorded as goodwill. The amounts of revenue and earnings of the acquiree since the acquisition date are included in the consolidated statements of operations and comprehensive loss for the reporting period.
GOODWILL
Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations. GoodwillMost goodwill is not amortized and is not deductible for tax purposes.
Under Topic 350, Intangibles—Goodwill and Other, the Company has an option to perform a “qualitative” assessment to determine whether quantitative impairment testing is necessary. If, as a result of a qualitative assessment, it is more-likely-than-not that the fair value of the business is less than carrying amount, quantitative impairment testing is required. Otherwise, no further testing is necessary. If the Company performs a qualitative assessment, the Company
considers the following criteria: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, the Company assesses whether the most recent fair value determination resulted in an amount that significantly exceeded the carrying amount of the Company. Based on these assessments, the Company determines whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not.
Because the qualitative assessment is an option, the Company may bypass it for any reporting unit in any period and begin the analysis using a quantitative impairment test. The Company may also elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when the Company does not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount.
In analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value. Under the income approach, the Company calculates the fair value based on estimated future discounted cash flows. The assumptions used are based on what the Company believes a hypothetical marketplace participant would use in estimating fair value. Under the market approach, the Company estimates the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, the Company would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. NaN goodwill impairments have been identified and recognized during any
As of June 30, 2023, we determined that a triggering event had occurred as a result of our market capitalization that suggested one or more of the reporting units may have fallen below the carrying amounts. In addition, changes in our reporting segments resulted in a change in the composition of our reporting units. As a result of these changes, we determined the Company had two reporting units for purposes of testing based upon entities that comprise the Americas and EMEA reporting segments. For purposes of impairment testing, we allocated goodwill to the reporting units based upon a relative fair value allocation approach and assigned approximately $22.4 million and $2.8 million of goodwill to the Americas and EMEA reporting units, respectively.
As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified. Based on the results of our interim test as of June 30, 2023, we concluded that the estimated fair value of each reporting unit exceeded the respective carrying value and, as such, we concluded that the goodwill assigned to each reporting unit, as of June 30, 2023, was not impaired.
As of September 30, 2023, due to further declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred.
As of September 30, 2023, the Company performed an interim goodwill impairment test as a result of the triggering event identified. Certain estimates and assumptions, including the Company’s operating forecast for 2023 and future periods,
presented.Sincewere revised based on current industry and Company trends. As of September 30, 2023, the acquisitionCompany recorded goodwill impairment charges of FrontRow Calypso LLC occurred$10.4 million and $2.8 million to the Americas and EMEA reporting units, respectively.
As of December 31,
2021,2023, the Company
believes that the carrying amount does not exceed the fair value for the reporting unit. Goodwill arising from the FrontRow Calypso LLC acquisition was not included in theperformed goodwill impairment testing
as a result of another triggering event identified. Based upon that testing, the Company determined the remaining goodwill was fully impaired and the Company recognized goodwill impairment charges for
2021 but will includedthe year ended December 31, 2023 of $22.4 million and $2.8 million in the
impairment testing in 2022.Americas and EMEA reporting units, respectively.
Intangible assets are amortized using the straight-line method over their estimated period of benefit and presented net of accumulated amortization. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. The Company measures the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows the Company expects the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, the Company periodically evaluates the estimated remaining useful lives of
long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.
During the year ended December 31, 2023, the Company performed impairment testing for intangibles assets for the quarters ended September 30, 2023 and December 31, 2023 as a result of triggering events identified, including the impairment of goodwill balances. The Company has not recognized impairment on intangible assets as of December 31, 2023.
DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS
The Company classifies common stock purchase warrants as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a
liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.
The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net
incomeloss for the period.
See Note 10 “Derivative Liabilities” for more information.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments primarily include cash, accounts receivable, warrants,derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivablesreceivable and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either
The Company has determined that the
short-term nature or recent execution of the debt agreement. The amount of consideration received is deemed to be theestimated fair value of
long-term debt
net of any debt discountis approximately $44.4 million when the carrying value, excluding discounts, premiums and issuance
cost.Warrantscosts, of approximately $43.2 million. The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and contingent consideration for acquired businessesrepresents a Level 2 measurement.
Derivative liabilities are recorded at fair value on a recurring basis.
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
There were no transfers into or out of Level 3 measurements in 2023 and 2022.
The following tables set forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of December 31,
20212023 and
20202022 (in thousands):
| | | | | | | | | | | | |
| | Markets for | | Other | | Significant | | Carrying |
| | Identical | | Observable | | Unobservable | | Value as of |
| | Assets | | Inputs | | Inputs | | December 31, |
Description | | (Level 1) | | (Level 2) | | (Level 3) | | 2021 |
Derivative liabilities - warrant instruments | | $ | — | | $ | — | | $ | 3,064 | | $ | 3,064 |
| | | | | | | | $ | 3,064 | | $ | 3,064 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Description | | Markets for
Identical
Assets
(Level 1) | | Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) | | Carrying
Value as of
December 31,
2023 |
| Derivative liabilities - warrant instruments | | — | | | — | | | 205 | | | $ | 205 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Description | | Markets for
Identical
Assets
(Level 1) | | Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) | | Carrying
Value as of
December 31,
2022 |
| Derivative liabilities - warrant instruments | | $ | — | | | $ | — | | | $ | 472 | | | $ | 472 | |
| | | | | | | | | | | | |
| | Markets for | | Other | | Significant | | Carrying |
| | Identical | | Observable | | Unobservable | | Value as of |
| | Assets | | Inputs | | Inputs | | December 31, |
Description | | (Level 1) | | (Level 2) | | (Level 3) | | 2020 |
Derivative liabilities - warrant instruments | | $ | — | | $ | — | | $ | 363 | | $ | 363 |
Earn-out payable – related party | | | — | | | — | | | 119 | | | 119 |
| | | | | | | | $ | 482 | | $ | 482 |
The following tables reconcile opening and closing balances of contingent consideration for which fair value is based on level 3 inputs.
| | | |
| | Amount |
Balance, December 31, 2019 | | $ | 387 |
Amount paid | | | (268) |
Balance, December 31, 2020 | | | 119 |
Amount paid | | | (119) |
Balance, December 31, 2021 | | $ | — |
See Note 10 describesfor discussion of the valuation techniques and inputs and reconcilesreconciliation of the opening and closing balances of the fair value of warrants, which are also based on level 3 inputs.
warrants.
NET
INCOME (LOSS)LOSS PER COMMON SHARE
Basic net income (loss)loss per common share is computed by dividing net income (loss)loss available to common shareholders by the weighted-average number of common shares outstanding during the period. For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and warrants to purchase common stock were considered to be common stock equivalents. Diluted net income (loss)loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of convertible instruments is determined using the if-converted method, presuming share settlement. Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
For the year ended December 31,
2021, approximately 8.72023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 million shares from options to purchase common shares, 0.4 million of
unvested restricted shares, and 1.4 million shares issuable upon exercise of warrants. Additionally, potentially dilutive
securities of 2.2 million shares
werefrom the assumed conversion of preferred stock are excluded from the
computation ofdenominator because they would be anti-dilutive. For the year ended December 31, 2022, potentially dilutive securities that were not included in the diluted
earnings per share
duecalculation because they would be anti-dilutive comprise 0.5 million shares from options to
their antidilutive effect. Thepurchase common shares, unvested restricted shares of 0.3 million and 1.3 million shares issuable upon exercise of warrants. Additionally, potentially dilutive
effectsecurities of
convertible instruments is determined using2.2 million shares from the
if-converted method, presuming share settlement.assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.
In accordance with Topic 606 Revenue from Contracts with Customers, the Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the title and the significant risks and rewards of ownership of products or services are transferred to its customers. Product revenue is derived from the sale of
projectors, interactive panels, audio and communication equipment and related software and accessories to distributors, resellers, and end users. Service revenue is derived from hardware maintenance services, product installation, training, software maintenance, and subscription services.
Nature of Products and Services and Related Contractual Provisions
The Company’s sales of interactive devices, including panels, projectors, audio and communication equipment and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. Interactive devices are generally sold with hardware maintenance services with terms of
approximately 36-6036-60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectorspanels are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications.
The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For other software product sales, control is transferred when the customer receives the related access code or interactive hardware since the customer’s access code or connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer.
The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed.
For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer.
The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.
For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques.
The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent
manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level.
The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within
30-6030-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products over their lives. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year.
The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets
onat December 31,
20212023 or
2020.2022. During the years ended December 31,
20212023 and
2020,2022, the Company recognized
$5.6$7.9 million and
$2.0$7.5 million, respectively, of revenue that was included in the deferred revenue balance as of December 31,
20202022 and
December 31, 2019, respectively, as adjusted for Topic 606, at the beginning of the period.2021, respectively.
The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company
provides rebates to certain customers based on the achievement of certain sales targets. The provision for rebates is estimated based on customers’ contracted rebate programs and our historical experience of rebates paid. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the
expected valuemost likely method based on historical experience and are measured at each reporting date. There was no material revenue recognized in
20212023 related to changes in estimated variable consideration that existed at December 31,
2020.2022.
Remaining Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of December 31, 2021,2023 and 2020,2022, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $21.5$25.0 million and $16.1$23.9 million, respectively. The Company expects to recognize revenue on approximately 35%34% of the
remaining performance obligations in 2022, 47%2024, 28% in 2023and2024,2025, 21% in 2026, 12% in 2027, with the remainder recognized thereafter.
In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contract). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year.
The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software is pre-installed on the interactive device are transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product access codes are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred
3-3- 5 years from the contract execution date as measured based upon the passage of time.
| | | | | | |
| | Year Ended | | Year Ended |
| | December 31, | | December 31, |
| | 2021 | | 2020 |
| | (in thousands) | | (in thousands) |
Product Revenues: | | | | | | |
Hardware | | $ | 171,780 | | $ | 48,461 |
Software | | | 4,102 | | | 2,450 |
Service Revenues: | | | | | | |
Professional Services | | | 1,419 | | | 1,300 |
Maintenance and Subscription Services | | | 7,876 | | | 2,680 |
| | $ | 185,177 | | $ | 54,891 |
| | | | | | | | | | | |
| Year Ended
December 31,
(in thousands) |
| 2023 | | 2022 |
| Product revenues: | | | |
| Hardware | $ | 163,948 | | | $ | 206,770 | |
| Software and embedded firmware | 2,402 | | | 4,306 | |
| Service revenues: | | | |
| Professional services | 1,480 | | | 1,458 | |
| Maintenance and subscription services | 8,891 | | | 9,247 | |
| $ | 176,721 | | | $ | 221,781 | |
The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfil a contract only if those costs meet all the following criteria:
| ● | The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. |
| ● | The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. |
| ● | The costs are expected to be recovered. |
•The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify.
•The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future.
•The costs are expected to be recovered.
Certain sales commissions incurred by the Company were determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying consolidated balance sheets. Total deferred commissions at December 31,
20212023 and
20202022 and the related amortization for
20212023 and 2022 were less than
$241,000.$550,000.
The Company has not historically incurred any material fulfilmentfulfillment costs that meet the criteria for capitalization.
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer.
Effective January 1, 2023, the Company changed its segment reporting to align with the geographic markets in which it operates, as further discussed in Note 17 - Segments. The Company previously managed the Company as one operating segment. Following the integration of recent acquisitions which further expanded the Company’s operations into Europe, Middle East and Africa (“EMEA”) and other international markets, the Company’s operations are now organized, managed and classified into three reportable segments – EMEA, North and Central America (the “Americas”) and all other geographic regions (“Rest of World”). Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries (the “Sahara Entities”). Our Americas segment consists primarily of Boxlight, Inc. and its subsidiaries and the Rest of World segment consists primarily of Boxlight Australia, PTY LTD ("Boxlight Australia”).
Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services. Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services. The Americas operating segment includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments. Transfers between segments are generally valued at market and are eliminated in consolidation.
For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on
projectorspanels and accessories, batteries and computers. This warranty coverage ranges from
2-52-5 years,, and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated balance sheets, at the time the related product revenue is recognized. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are expensed as incurred and consist primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications.
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
STOCK-BASED
The Company estimates the fair value of each
stock-based compensationstock option award at the grant date by using the Black-Scholes option pricing
model.model; the fair value for each restricted stock unit award is the market price of the underlying shares at the date of grant. The fair value determined represents the cost for the award and is recognized on a straight-line basis over the vesting period during which an employee is required to provide service in exchange for the award. Total expense is reduced by the
fair value of thepreviously recognized compensation expense for options
and restricted stock units that are forfeited prior to vesting when the forfeiture occurs.
SUBSEQUENT EVENTS
We reviewed all material events through
LEASES
Operating lease assets and liabilities are reflected within operating lease assets, operating lease liabilities, current, and operating lease liabilities, non-current, on the consolidated balance sheets. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Many of the leases have one or more lease renewal options. The exercise of lease renewal options is at our sole discretion. The Company does not consider the exercise of any lease renewal options reasonably certain to occur. Certain of our lease agreements contain early termination options. No renewal options or early termination options have been included in the calculation of the operating right-of-use assets or operating lease liabilities. Certain of our lease agreements provide for periodic adjustments to rental payments for inflation, which is recognized as variable lease cost when they occur. As the majority of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. The incremental borrowing rate is based on the terms of the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For these short-term leases, lease expense is recognized on a straight-line basis over the lease term. The Company is not a lessor in any lease agreement.
RECLASSIFICATIONS
The Company reclassified certain 2022 amounts in the footnotes to the consolidated financial statements
were issued for subsequent event disclosure consideration as described in Note 17.to conform to the 2023 presentation.
NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
We early adopted (as
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“CECL”). The new guidance applies to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. The new guidance also applies to debt securities and other financial assets measured at fair value through other comprehensive income. Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets. The new guidance was effective January 1, 2023 and was applied using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of January 1,
2021) ASU No. 2020-06, “Accounting for Convertible Instruments2023. Prior period comparative information has not been recast and Contracts in an Entity’s Own Equity.” The new guidance simplifiescontinues to be reported under the accounting
for certain convertible instruments and for contracts in an entity’s own equity. Key provisions include the elimination of the “cash conversion” guidance and the “beneficial conversion feature” guidance in
ASC 470-20 as well aseffect for those periods. The Company recognized a
simplificationcumulative-effect adjustment to reduce retained earnings by $76 thousand, net of
the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification by removing certain conditions in ASC 815-40-25. Since the beneficial conversion feature is eliminated by this guidance, it will not be recorded for our Series B preferred stock.taxes. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.
We early adopted (as of January 1, 2021) ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, (“ASU 2021-08”), which amends the guidance in ASC 805 to require that “an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, rather than at fair value”. At the acquisition date, an acquirer would account for the related revenue contracts in accordance with Topic 606 as if it had
originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.
We adopted ASU No. 2019-12, “Income Taxes” (ASU 740): “Simplifying the Accounting for Income Taxes”. The new guidance eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-upchange in the tax basis of goodwill, (3) separate financial statements of legal entities that areallowance for credit losses was not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock ownership plans and affordable housing projects. The standard became effective forsignificant during the Company on January 1, 2021 and did not have a material impact on the financial statements. The new guidance modifies the requirements for the timing of adoption of enacted change in tax law.
year ended December 31, 2023.
Recent Accounting Pronouncements not yet Adopted
In
August 2021, TheNovember 2023, the FASB issued ASU
2021-06, “Amendments2023-07, Segment Reporting (Topic 280): Improvements to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to FinancialReportable Segment Disclosures, about Acquired and Disposed Businesses” to amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Among other changes, the final rule modifies the significance tests and improves thewhich enhances reporting requirements under Topic 280. The enhanced disclosure requirements
for (1) acquiredinclude: title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or
loss to be
acquired businesses, (2) real estate operations,reported under certain circumstances. This change is effective for fiscal years beginning after December 15, 2023 and
(3) pro forma financial information. In addition, the final rule includes amendmentsinterim periods beginning after December 15, 2024. This change will apply retrospectively to
financial disclosures specific to smaller reporting companies (SRCs).all periods presented. The Company is currently evaluating the impact
thatof this
standard update will haveASU on its financial statements.
In
February 2016,December 2023, the FASB issued
ASC 842 “Leases” that createsASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new
accountingincome tax disclosure requirements in addition to modifying and
reporting guidelines for leasing arrangements.eliminating certain existing requirements. The new guidance requires
organizations that lease assets to recognize assetsconsistent categorization and
liabilities ongreater disaggregation of information in the
balance sheet related to the rights and obligations created by those leases, regardlessrate reconciliation, as well as further disaggregation of
whether they are classified as finance or operating leases. Under the previous guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily depended on its classification as a finance or operating lease. The new guidance also requires disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For Emerging Growth Companies, the new standardincome taxes paid. This change is
not effective
untilfor annual
reporting periods beginning after December 15,
2021, including interim2024. This change will apply on a prospective basis to annual financial statements for periods
beginning after the effective date. However, retrospective application in
2022. Earlier applicationall prior periods presented is permitted. The Company is currently evaluating the impact of this
new pronouncementASU on its financial
statements and will adopt the new standard in 2022.In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance replaces the incurred loss methodology with the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including trade accounts receivable. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842. This new guidance changes the impairment model for most financial assets and certain other instruments. Since the Company is a Small Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15, 2022, and interim periods within that fiscal year. The Company is currently evaluating the impact that this standard will have, if any, on its financial statements.
There were various other accounting standards and interpretations issued recently, some of which may be applicable to the Company but none of which are expected to a have a material impact on our financial position, operations or cash flows.
NOTE 2 – RECENT BUSINESS ACQUISITIONS
The acquisitions described below were accounted for as business combinations which require, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Deferred income taxes are recognized and measured in accordance with Topic 740 “Accounting for Income Taxes”. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired would be recorded as goodwill.
FrontRow Calypso LLC.
On December 31, 2021, the Company, and its wholly owned subsidiary, Boxlight, Inc, consummated the acquisition of 100% of the membership interests of FrontRow Calypso LLC, a Delaware limited liability company (“FrontRow”). FrontRow was acquired in exchange for payment of $34.7 million to Phonic Ear Inc. and Calypso Systems LLC, the equity holders of FrontRow (the “Equityholders”). The acquisition occurred pursuant to the terms of a membership interest purchase agreement, dated October 29, 2021 (the “Purchase Agreement”), between the Company, Boxlight, FrontRow and the Equityholders, which Purchase Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 29, 2021.
Based in Petaluma, California, FrontRow makes technology that improves communication in learning environments, including developing network-based solutions for intercom, paging, bells, mass notification, classroom sound, lesson sharing, AV control and management. FrontRow also has offices in Toronto, Copenhagen, Brisbane, Hamilton (UK) and Shenzhen.
In order to finance the acquisition of FrontRow, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent. Under the terms of the Credit Agreement, the Company received an initial term loan of $58.5 million on December 31, 2021 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw”).
The assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engaged the assistance of an independent third-party valuation specialist to determine certain fair value measurements related to acquired assets. The excess consideration over the net fair values of the assets acquired and liabilities assumed was recognized as goodwill.
The fair value or net realizable value of inventories at the date of acquisition was determined using a “top-down” approach based upon the estimated sales value, less a reasonable profit margin and less the estimated costs to dispose of the inventory, including selling costs and other disposal costs such as freight. Accordingly, the carrying amount of inventories at the acquisition date was increased to its estimated fair value based on these assumptions which will result in an increase in cost of revenues subsequent to the acquisition date in 2022. The fair value of accounts receivable acquired in connection with the acquisition approximated the contractual amount due from customers at that date.
The Company has early adopted ASU 2021-08, and therefore, the acquired contract liabilities of FrontRow have been recognized and measured in accordance with Topic 606.
The following table summarizes the estimated acquisition date fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid:
| | | |
| | | (in thousands) |
Assets acquired: | | | |
Cash | | $ | 2,752 |
Accounts receivable | | | 3,381 |
Inventories | | | 10,240 |
Prepaid expenses | | | 883 |
Property and equipment | | | 348 |
Total assets acquired | | | 17,604 |
| | | |
Accounts payable and accrued expenses | | | (1,501) |
Deferred revenue | | | (1,225) |
Other liabilities | | | (12) |
Total liabilities assumed | | | (2,738) |
| | | |
Net tangible assets acquired | | $ | 14,866 |
| | | |
Identifiable intangible assets: | | | |
Customer relationships | | | 8,195 |
Trademarks | | | 3,244 |
Technology | | | 5,036 |
Non-compete | | | 391 |
Total intangible assets subject to amortization | | | 16,866 |
| | | |
Goodwill | | | 2,920 |
| | | |
Total net assets acquired | | $ | 34,652 |
| | | |
Consideration paid: | | | |
Cash | | $ | 34,652 |
| | | |
| | | |
The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed:
| | |
|
| Estimated
|
|
| Weighted Average
|
|
| Life (years)
|
Customer relationships
| | 8
|
Trademarks
| | 10
|
Technology
|
| 8
|
Non-compete agreements
|
| 3
|
Goodwill is primarily attributable to synergies expected from the acquisition and the assembled workforce. The Company incurred a total of $500,700 in acquisition-related costs and expensed all such costs incurred during the period in which the service was received. Acquisition related costs are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The results of operations of FrontRow will be included in the Consolidated Statement of Operations and Comprehensive Loss beginning at the acquisition date. There was no impact to the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021 since the acquisition was consummated on December 31, 2021.
Interactive Concepts
On March 23, 2021, the Company acquired 100% of the outstanding shares of Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies (“Interactive”), for total consideration of approximately $3.3 million in cash, common stock and deferred consideration. The company has been Boxlight’s key distributor in Belgium and Luxembourg.
The following table summarizes the estimated acquisition date fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid:
| | | |
| | (in thousands) |
Assets acquired: | | | |
Cash | | $ | 1,647 |
Accounts receivable | | | 1,045 |
Inventories | | | 191 |
Property and equipment | | | 37 |
Total assets acquired | | | 2,920 |
| | | |
Accounts payable and accrued expenses | | | (821) |
Deferred tax liability | | | (230) |
Total liabilities assumed | | | (1,051) |
| | | |
Net tangible assets acquired | | | 1,869 |
Identifiable intangible assets: | | | |
Tradename | | | 220 |
Customer relationships | | | 745 |
Total intangible assets subject to amortization | | | 965 |
| | | |
Goodwill | | | 439 |
| | | |
Total net assets acquired | | $ | 3,273 |
| | | |
Consideration paid: | | | |
Cash | | $ | 1,795 |
Deferred cash consideration | | | 1,075 |
Common shares issued | | | 403 |
| | | |
Total consideration paid | | $ | 3,273 |
Sahara Presentation Systems PLC
On September 24, 2020, the Company acquired 100% of the outstanding shares of Sahara Holdings Limited, a private limited company operating under the laws of the UK and all of its subsidiaries, including Sahara Presentation Systems PLC (collectively, “Sahara”). Sahara is a distributor of audio and video software and equipment including the Clevertouch branded product line of interactive touch screens. This strategic acquisition expanded the Company’s geographic footprint, industry verticals served, and enhanced the Company’s technology and product offerings.
As consideration for the purchase of Sahara, the Company transferred GBP 74.0 million (approximately USD $94.9 million) in form of GBP 52.0 million (approximately USD $66.7 million) in cash and GBP 22.0 million (approximately USD $28.2 million) in our Series B convertible preferred stock and our Series C convertible preferred stock.The convertible preferred stock was comprised of 1,586,620 shares of Series B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850 shares of Series C convertible redeemable preferred stock (the “Series C Preferred Stock”). The fair value of the preferred shares issued was $16.5 million
and $12.4 million for the Series B Preferred Stock and Series C Preferred Stock, respectively. See further discussion of the features of the preferred shares in Note 12.
The consideration transferred to the selling shareholders along with the assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed, and the issued shares of Series B Preferred Stock and Series C Preferred Stock requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engaged the assistance of an independent third-party valuation specialist to determine certain fair value measurements related to acquired assets, and the Series B Preferred Stock, and the Series C Preferred Stock. The excess consideration over the net fair values of the assets acquired and liabilities assumed was recognized as goodwill.
The fair value of the deferred revenue at the date of acquisition was determined based on the estimated direct and incremental costs to fulfill the remaining performance obligations associated with the deferred revenue, plus a reasonable profit margin. Accordingly, the carrying amount of deferred revenue at the acquisition date was reduced to its estimated fair value based on the assumptions above which has resulted in and will result in a reduction in revenue that otherwise would have been recognized in periods subsequent to the acquisition date.
The fair value or net realizable value of inventories at the date of acquisition was determined using a “top-down” approach based upon the estimated sales value, less a reasonable profit margin and less the estimated costs to dispose of the inventory, including selling costs and other disposal costs such as freight. Accordingly, the carrying amount of inventories at the acquisition date was increased to its estimated fair value based on these assumptions which resulted in an increase in cost of revenues subsequent to the acquisition date in 2020.
The following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid:
| | | |
| | (in thousands) |
Assets acquired: | | | |
Cash | | $ | 6,049 |
Accounts receivable | | | 16,066 |
Inventories | | | 17,257 |
Prepaid expenses and other current assets | | | 2,277 |
Property and equipment | | | 183 |
Total assets acquired | | | 41,832 |
| | | |
Accounts payable and accrued expenses | | | (8,624) |
Deferred revenue | | | (9,435) |
Deferred tax liability | | | (8,794) |
Other liabilities | | | (293) |
Total liabilities assumed | | | (27,146) |
| | | |
Net tangible assets acquired | | | 14,686 |
| | | |
Identifiable intangible assets: | | | |
Customer relationships | | | 39,629 |
Trademarks | | | 5,319 |
Technology | | | 3,372 |
Total intangible assets subject to amortization | | | 48,320 |
| | | |
Goodwill | | | 16,774 |
| | | |
Total net assets acquired | | $ | 79,780 |
| | | |
Consideration paid: | | | |
Cash | | $ | 50,903 |
Preferred shares issued | | | 28,877 |
| | | |
Total consideration paid | | $ | 79,780 |
The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed:
| | |
|
| Estimated
|
|
| Weighted Average
|
|
| Life (years)
|
Customer relationships
| | 10
|
Trademarks
| | 10
|
Technology
| | 3
|
Goodwill is primarily attributable to synergies expected from the acquisition and the assembled workforce. The Company incurred a total of $0.2 million in acquisition-related costs and expensed all such costs incurred during the period in which the service was received. Acquisition related costs are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The results of operations of Sahara since the acquisition are included in the Consolidated Statement of Operations and Comprehensive Loss for the twelve months ended December 31, 2021.
Pro Forma Financials
The following unaudited pro forma information reflects our consolidated results of operations as if the acquisition of Sahara had taken place on January 1, 2019 and the acquisition of FrontRow had taken place on January 1, 2020. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the acquisition actually occurred at the beginning of these periods nor is it necessarily indicative of future results. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements. The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination are included in the pro forma revenue and net earnings reflected below.
| | | | | | | | | | | | |
| | Year ended December 31, |
| | 2021 | | 2020 |
| | | | (Unaudited) | | | | (Unaudited) |
| | (in thousands) | | (in thousands) | | (in thousands) | | (in thousands) |
| | As Reported | | Pro Forma | | As Reported | | Pro Forma |
Revenues, net | | $ | 185,177 | | $ | 214,636 | | $ | 54,891 | | $ | 142,685 |
| | | | | | | | | | | | |
Net loss attributable common shareholders | | $ | (14,704) | | $ | (12,868) | | $ | (16,490) | | $ | (20,742) |
MyStemKits and STEM Education Holdings, Pty
On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”) which is the sole shareholder of MyStemKits, for consideration of $450,000, after working capital adjustments of $150,000. Consideration included $100,000 paid in cash at closing with the balance payable in the form of a $350,000 purchase note payable in 4 equal installments of $87,500 (the “Installment Payments”) on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Acknowledging the ongoing COVID-19 pandemic, on April 17, 2020, the Company and STEM entered into a letter agreement pursuant to which the parties agreed that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable was adjusted to $175,000 and was paid off in September of 2021.
The following table summarizes the fair values of the net assets acquired and the fair value of consideration paid:
| | | |
| | (in thousands) |
Assets acquired: | | | |
Cash | | $ | 1 |
Inventories | | | 36 |
Total assets acquired | | | 37 |
Total liabilities assumed | | | (29) |
| | | |
Net assets acquired | | | 8 |
| | | |
Identifiable intangible assets: | | | |
Customer relationships | | | 42 |
Trademarks | | | 59 |
Technology | | | 12 |
Total identifiable intangible assets subject to amortization | | | 113 |
| | | |
Goodwill | | | 154 |
| | | |
Consideration paid: | | | |
Cash | | $ | 100 |
Note payable | | | 175 |
| | | |
Total consideration paid | | $ | 275 |
NOTE
32 – ACCOUNTS RECEIVABLE - TRADE
Accounts receivable consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | |
| | 2021 | | 2020 |
| | | | | | |
Accounts receivable – trade | | $ | 31,053 | | $ | 21,768 |
Allowance for doubtful accounts | | | (405) | | | (473) |
Allowance for sales returns and volume rebates | | | (1,075) | | | (426) |
| | | | | | |
Accounts receivable - trade, net of allowances | | $ | 29,573 | | $ | 20,869 |
Writeoffs
| | | | | | | | | | | |
| 2023 | | 2022 |
| | | |
| Accounts receivable – trade | $ | 33,089 | | | $ | 33,198 | |
| Allowance for credit losses | (421) | | | (414) | |
| Allowance for sales returns and volume rebates | (3,145) | | | (1,775) | |
| Accounts receivable - trade, net of allowances | $ | 29,523 | | | $ | 31,009 | |
Write-offs of accounts receivable
in 2021 was $524,700. The Company did not write off any accounts receivables in 2020.
were approximately $78,000 and $243,000 for the years ended December 31, 2023 and 2022, respectively.
Inventories consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | |
| | 2021 | | 2020 |
| | | | | | |
Finished goods | | $ | 51,346 | | $ | 20,997 |
Spare parts | | | 260 | | | 265 |
Reserve for inventory obsolescence | | | (599) | | | (349) |
Advanced shipping costs | | | 584 | | | - |
| | | | | | |
Inventories, net | | $ | 51,591 | | $ | 20,913 |
The Company wrote off inventories of $624,000 and $31,000 for the years ended December 31, 2021 and 2020, respectively.
| | | | | | | | | | | |
| 2023 | | 2022 |
| | | |
| Finished goods | $ | 45,461 | | | $ | 57,967 | |
| Spare parts | 1,221 | | | 775 | |
| Reserve for inventory obsolescence | (2,551) | | | (531) | |
| | | |
| Inventories, net | $ | 44,131 | | | $ | 58,211 | |
NOTE
54 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | |
�� | | 2021 | | 2020 |
| | | | | | |
Prepayments to vendors | | $ | 7,739 | | $ | 5,727 |
Prepaid licenses and other | | | 1,705 | | | 339 |
Unbilled revenue | | | — | | | 95 |
| | | | | | |
Prepaid expenses and other current assets | | $ | 9,444 | | $ | 6,161 |
F-22
| | | | | | | | | | | |
| 2023 | | 2022 |
| | | |
| Prepayments to vendors | $ | 3,176 | | | $ | 4,131 | |
| Prepaid licenses and other | 6,295 | | | 3,302 | |
| Prepaid expenses and other current assets | $ | 9,471 | | | $ | 7,433 | |
Prepaid expenses and other current assets as of December 31, 2023 and 2022 are net of reserves related to vendor receivables of $1.4 million and $0.8 million, respectively.
NOTE
65 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | |
| | 2021 | | 2020 |
| | | | | | |
Building | | $ | 200 | | $ | 200 |
Building improvements | | | 14 | | | 9 |
Leasehold improvements | | | 176 | | | 172 |
Office equipment | | | 467 | | | 232 |
Software | | | 88 | | | — |
Other equipment | | | 335 | | | 81 |
Construction in process | | | 85 | | | — |
| | | | | | |
Property and equipment, at cost | | | 1,365 | | | 694 |
Accumulated depreciation | | | (292) | | | (132) |
| | | | | | |
Property and equipment, net of accumulated depreciation | | $ | 1,073 | | $ | 562 |
| | | | | | | | | | | |
| 2023 | | 2022 |
| | | |
| Building | $ | 200 | | | $ | 200 | |
| Building improvements | 14 | | | 14 | |
| Leasehold improvements | 544 | | | 450 | |
| Office equipment | 1,242 | | | 1,057 | |
| Software | 88 | | | 88 | |
| Other equipment | 705 | | | 678 | |
| Construction in progress | 1,029 | | | 14 | |
| | | |
| Property and equipment, at cost | 3,822 | | | 2,501 | |
| Accumulated depreciation | (1,345) | | | (768) | |
| | | |
| Property and equipment, net of accumulated depreciation | $ | 2,477 | | | $ | 1,733 | |
For the years ended December 31,
20212023 and
2020,2022, the Company recorded depreciation expense of
$156,000$631,000 and
$45,000,$484,000, respectively.
NOTE
76 – INTANGIBLE ASSETS AND GOODWILL
Intangible assets and goodwill consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | | | | | | | | | | | | |
| Useful lives | | 2023 | | 2022 |
| INTANGIBLE ASSETS | | | | | |
| Patents | 4-10 years | | $ | 182 | | | $ | 182 | |
| Customer relationships | 8-15 years | | 52,588 | | | 52,736 | |
| Technology | 3-5 years | | 8,944 | | | 8,943 | |
| Domain | 7 years | | 14 | | | 14 | |
| Non-compete | 3 years | | 391 | | | 391 | |
| Tradenames | 2-10 years | | 12,723 | | | 12,769 | |
| Intangible assets, at cost | | | 74,842 | | | 75,035 | |
| Accumulated amortization | | | (28,878) | | | (22,456) | |
| Intangible assets, net of accumulated amortization | | | $ | 45,964 | | | $ | 52,579 | |
| | | | | |
| GOODWILL | | | | | |
| Beginning Balance | | | $ | 25,092 | | | $ | 26,037 | |
| | | | | |
| Change due to foreign currency translation | | | 103 | | | (945) | |
| Impairment | | | (25,195) | | | — | |
| Ending Balance | | | $ | — | | | $ | 25,092 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | Useful lives | | 2021 | | 2020 |
| | | | | | | | |
Patents | | 4-10 years | | $ | 182 | | $ | 182 |
Customer relationships | | 8-15 years | | | 55,158 | | | 46,613 |
Technology | | 3 to 5 years | | | 8,901 | | | 3,900 |
Domain | | 7 years | | | 14 | | | 14 |
Non-compete | | 8-15 years | | | 391 | | | — |
Tradenames | | 2-10 years | | | 13,085 | | | 9,682 |
| | | | | | | | |
Intangible assets, at cost | | | | | 77,731 | | | 60,391 |
Accumulated amortization | | | | | (12,199) | | | (5,235) |
Intangible assets, net of accumulated amortization | | | | $ | 65,532 | | $ | 55,156 |
| | | | | | | | |
Goodwill from acquisition of Mimio | | Indefinite | | $ | 45 | | $ | 45 |
Goodwill from acquisition of Sahara | | Indefinite | | | 17,990 | | | 17,990 |
Goodwill from acquisition of Interactive Concepts | | Indefinite | | | 375 | | | — |
Goodwill from acquisition of FrontRow | | Indefinite | | | 2,920 | | | — |
Goodwill from acquisition of STEM | | Indefinite | | | 29 | | | 29 |
Goodwill from acquisition of Boxlight | | Indefinite | | | 4,137 | | | 4,137 |
Goodwill from acquisition of EOS | | Indefinite | | | 78 | | | 78 |
Goodwill from acquisition of Qwizdom | | Indefinite | | | 463 | | | 463 |
| | | | $ | 26,037 | | $ | 22,742 |
The Company’s goodwill had an indefinite useful life and was tested for impairment annually. For the years ended December 31, 20212023 and 2020,2022, the Company recorded amortization expense of $7.0$8.3 million and $2.5$8.6 million, respectively.
Asrecognized intangible assets due to translation adjustments were approximately ($0.1) million and ($3.1) million as of December 31, 2021, we had $26.0 million2023 and 2022, respectively.
Expected future amortization expense for intangible assets as of December 31,
20212023 is as
follows:(follows (in thousands):
| | | | | |
| 2024 | $ | 7,570 | |
| 2025 | 7,398 | |
| 2026 | 7,045 | |
| 2027 | 6,630 | |
| 2028 | 6,571 | |
| Thereafter | 10,750 | |
| |
| Total | $ | 45,964 | |
NOTE 7 – LEASES
The Company has entered into various operating leases for certain offices, support locations and vehicles with terms extending through December 2038. Generally, these leases have initial lease terms of five years or less.
Operating lease expense was $2.6 million and $2.1 million for the years ended December 31, 2023 and 2022, respectively. Variable lease costs and short-term lease cost were $1.7 million for the year ended December 31, 2023. For the year ended December 31, 2022, variable lease cost and short-term lease cost were immaterial. Cash paid for amounts included in
thousands)the measurement of lease liabilities was $2.2 million and $2.4 million for the years ended December 31, 2023 and 2022, respectively.
Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2023 are as follows:
| | | | | | | | |
| Year ending December 31, | | (in thousands) |
| 2024 | | $ | 1,949 | |
| 2025 | | 2,070 | |
| 2026 | | 1,640 | |
| 2027 | | 1,089 | |
| 2028 | | 831 | |
| Thereafter | | 6,700 | |
| Total Lease Liabilities | | 14,279 | |
| Less: Imputed Interest | | (5,170) | |
| Present Value of Lease Liabilities | | $ | 9,109 | |
During the year ended December 31, 2023, the weighted-average remaining lease term was 9.9 years, and the weighted-average discount rate was 10.8%. During the year ended December 31, 2022, the weighted-average remaining lease term was 3.2 years, and the weighted-average discount rate was 15.5%.
| | |
| | |
| | |
2022 | $ | 9,149 |
2023 | | 8,726 |
2024 | | 7,801 |
2025 | | 7,616 |
2026 | | 7,242 |
Thereafter | | 24,998 |
| | |
Total | $ | 65,532 |
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payblepayable consisted of the following at December 31,
20212023 and
20202022 (in thousands):
| | | | | | | | | | | |
| 2023 | | 2022 |
| Accounts payable | $ | 27,448 | | | $ | 30,719 | |
| Accrued expense | 5,106 | | | 5,306 | |
| Other | 345 | | | 541 | |
| Accounts payable and other liabilities | $ | 32,899 | | | $ | 36,566 | |
Table of Contents | | | | | | |
| | | 2021 | | 2020 |
Accounts payable | | $ | 25,714 | | $ | 10,704 |
Accrued expense | | | 6,440 | | | 3,180 |
Other | | | 1,484 | | | 362 |
Accounts payable and other liabilities | | $ | 33,638 | | $ | 14,246 |
The following comprises debt
onat December 31,
20212023 and
20202022 (in thousands):
| | | | | | |
| | 2021 | | 2020 |
Debt – Third Parties | | | | | | |
Note payable – Lind Global | | $ | — | | $ | 21,085 |
Paycheck Protection Program | | | 1,009 | | | 1,008 |
Accounts receivable financing – Sallyport Commercial | | | — | | | 4,512 |
Note payable - Whitehawk | | | 58,500 | | | — |
Note payable – STEM Education Holdings | | | — | | | 175 |
Total debt | | | 59,509 | | | 26,780 |
Less: Discount and issuance cost | | | 7,568 | | | 2,132 |
Current portion of debt | | | 9,804 | | | 16,817 |
Long-term debt | | $ | 42,137 | | $ | 7,831 |
| | | | | | |
Total debt (net of discount) | | $ | 51,941 | | $ | 24,648 |
| | | | | | | | | | | |
| 2023 | | 2022 |
| Debt – Third Parties | | | |
| Paycheck Protection Program | $ | 72 | | | $ | 127 | |
| Note payable - Whitehawk | 43,206 | | | 49,906 | |
| Total debt | 43,278 | | | 50,033 | |
| Less: Premium, discount and issuance costs | 3,107 | | | 5,410 | |
| Current portion of debt | 1,037 | | | 845 | |
| Long-term debt | $ | 39,134 | | | $ | 43,778 | |
| Total debt (net of premium, discount and issuance costs) | $ | 40,171 | | | $ | 44,623 | |
Debt - Third Parties:
Whitehawk
In order to finance the acquisition of FrontRow Calypso LLC (“FrontRow”), which closed on December 31, 2021, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent. Underagent (“Whitehawk” or the terms of the Credit Agreement, the“Collateral Agent”). The Company received an initial term loan of $58.5 million on December 31, 2021 (the “Initial
Loan”) and was provided with a subsequent delayed draw facility of up to $10$10.0 million that may be providedavailable for additional working capital purposes under certain conditions (the “Delayed Draw”). The Initial Loan and Delayed Draw are collectively referred to as the “Term Loans.” The Term Loans are secured by substantially all of the assets of the Company. The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow, pay off all indebtedness owed to ourthe Company’s then existing lenders, Sallyport Commercial Finance, LLC and Lind Global Asset Management, LLC, pay related fees and transaction costs, and provide working capital. Of the Initial Loan, $8.5 million was subject to repayment on February 28, 2022, with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022 and the $40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025. The Term Loans will bear interest at the LIBOR rate plus 10.75%; provided that after June 30,March 31, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25, the interest rate would be reduced to LIBOR plus 10.25%. Such terms are subject to the Company maintaining a borrowing base in terms compliantcompliance with the Credit Agreement.
On March 29, 2022, In the Company received a Noticeevent of Events of Default and Reservation of Rights (the “Notice”) from the Collateral Agent, alleging, among other things, defaults as a result of (i) failure to repay $8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base, resultingthe Company would be subject to an increased interest rate as stated in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result of the Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the Events of Default are either waived or cured. Following the Company’s receipt of the Notice and pursuant to amendment to the Credit Agreement, datedAgreement.
On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28,
2023 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms.2023. The principal elements of the
April amendment included (a) an extension of time
for the Loan Parties to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on
$3,500,000 of$3.5 million in over advances
to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the
Loan Parties intend to obtainCompany and substantially all of its direct and indirect subsidiaries (together with the Company, the "Loan Parties") obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as,
theirwithout the credit insurance, the accounts
owed to the Loan Parties wereof these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.
In addition, the Lender and Collateral Agent agreed to (i) reduce, through JuneSeptember 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus +plus+ 9.75%) after delivery of the Loan Parties’ JuneSeptember 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement. In conjunction with the amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5% for payments made on or before December 31, 2022, (ii) 4% for payments made between January 1, 2023 and December 31, 2023, and (iii) 2% for payments made between January 1, 2024 and December 31, 2025 a. Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of ECFexcess cash flow or casualty events.
On June 21, 2022, the Loan Parties entered into a second amendment (the “Second Amendment”) to the Credit Agreement with the Collateral Agent and Lender. The Second Amendment to the Credit Agreement was entered into for
purposes of the Lender funding a $2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.
On April 24, 2023, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender. The Third Amendment was entered into for purposes of the Lender funding an additional $3.0 million delayed draw term loan (the “Additional Draw”). The Additional Draw was funded on April 24, 2023, and must be repaid on or prior to September 29, 2023, is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments. The completion of the additional draw eliminates further delayed draws under the term loan agreement. On July 20, 2023, the Company paid the $3.0 million due under the terms of the Third Amendment. There were no prepayment penalties or premiums included with this payment.
On June 26, 2023, the Company entered into a fourth amendment (the “Fourth Amendment”) with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate. Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended. As of December 31, 2023, the rate was 16.4%. The Fourth Amendment made no other changes to the Credit Agreement.
Covenant Compliance and Liquidity Considerations
The Company's Credit Agreement, as amended to date, requires compliance with certain monthly covenants, which include provisions regarding over advance limitations based upon a borrowing base. In the second quarter of 2023, as part of obtaining an appropriate waiver, the Company agreed to engage a financial advisor and to use commercial reasonable efforts to refinance the Credit Agreement with an alternative lender and repay the Credit Facility by September 30, 2023, or as soon thereafter as practical. The waiver did not amend the maturity date of the Credit Agreement. Upon repayment, the Company will be subject to a prepayment premium that is higher than the prepayment premium included in the original Credit Agreement, as defined in the waiver.
The Company has either implemented or initiated appropriate plans regarding refinancing procedures that are within management’s control to comply with the waiver requirements. The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2023. The Company cured the non-compliance by paying $4.3 million inclusive of $0.3 million in prepayment penalties and accrued interest in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023.
In February 2024, the Company paid $1.7 million, inclusive of a $0.1 million pre-payment penalty to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024. After the payment the Company was in compliance with the borrowing base covenant.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023. The non-compliance was cured by a waiver applied in accordance with the Fifth Amendment to the Credit Agreement dated March 14, 2024 which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also amended and restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75.
Issuance Cost and Warrants
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i)
528,16966,022 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to
ourits existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase
2,043,291255,411 shares of Class A common stock (subject to increase to the extent
ofthat 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at
$2.00$16.00 per share (the “Warrant”), which Warrant
may bewas subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to
March 31,September 30, 2022, in the event
ourthe Company’s stock is then trading below
$2.00$16.00 per share, (iii) a 3% fee of $1,800,000, and (iv) a $500,000 original issue discount. In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $1.7 million.
Lind Global Macro Fund, LP
On February 4, 2020, Under the Company and Lind Global Macro Fund, LP (“LGMF”) entered into a securities purchase agreement pursuant to which the Company received $750,000 in exchange for the issuance to Lind of (1) an $825,000 convertible promissory note, payable at an 8% interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $60,000, calculated
based on the 20-day volume average weighted priceterms of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250. The Note waswarrant issued to mature over 24 months, with repayment that commencedWhitehawk on August 4, 2020, after which time the Company made monthly payments of $45,833 plus interest by issuing shares of Class A common stock. The commitment fee in the amount of $26,025 was paid to LGMF, along with legal fees in the amount of $15,000. The Company paid LGMF $60,000 for closing fees by issuing 44,557 shares of Class A common stock. During the year ended December 31, 2021, the Company paid principalexercise price of $1.1 millionthe warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect. The warrants repriced on March 31, 2022 to $9.52 per share and interest of $32,000 by issuing a total of 671,000the shares Class A common stock with an aggregate value of $1.5 millionincreased to Lind Global and recognized a loss extinguishment of debt of approximately $430,000.
Lind Global Asset Management
429,263.
On
September 21, 2020,July 22, 2022, the Company
and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities purchase agreement (the
“Lind SPA”“Purchase Agreement”)
pursuantwith an accredited institutional investor. According to
which the
Company received $20.0 million in exchange forterms of the
issuance to LindCredit Agreement, as amended, the Purchase Agreement triggered a reduction of
(1) a $22.0 million convertible promissory note, payable at a 4% interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $900,000, calculated based on the
20-day volume average weightedexercise price of the
Class A common stock for the period ended September 21, 2020,warrants and
(3) a
commitment fee of $400,000. The Note was to mature over 24 months, with repayment commencing on November 22, 2020, after which time the Company became obligated to make monthly payments of $1.0 million, plus interest. Interest accrued during the first two monthsrevaluation of the
note, after which time the interest payments, including accrued interest was paid monthly in either conversion shares.derivative liability. The
commitment fee in the amount of $400,000 was paidWhitehawk warrants were repriced to
Lind Global, along with legal fees in the amount of $20,000 The Company paid Lind Global a total of $500,000 in closing fees consisting of commitment$8.80, and
legal fees, by issuing 310,399 shares
of Class A common stock. The shares of Class A common stock issuableincreased to
Lind under the Note are registered pursuant to our effective shelf registration statement on Form S-3.
In conjunction with our entry into the Lind Global SPA agreement and the issuance of the Convertible Note, on September 21, 2020, the Company and Lind Global Macro Fund, LP, an affiliate of Lind Global (“Lind”), entered into a third amended and restated security agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note therein. In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement for purposes of amending and restating the second amended and restated intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s assets, among other matters
During the twelve months ended December 31, 2021, the Company repaid principal of $12.0 million and interest of $548,000 to Lind Global by issuing a total of 7.2 million shares Class A common stock with an aggregate value of $15.9 million to Lind Global and recognized a loss extinguishment of det of approximately $3.3 million. Further, on December 31, 2021, the Company paid the remaining principal balance of $8.0 million in connection with the execution of the Whitehawk Credit Agreement discussed above and recognized an additional loss on extinguishment of debt of $1.2 million.
Maxim Group
On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant to which Maxim, as representative of the underwriters, agreed to underwrite the public offering (the “Offering”) of up to 15,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $2.00 per share, in addition to an overallotment option (the “Overallotment Option”) of 2,250,000 shares of Common Stock. The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares of the Company’s Common Stock, including the Overallotment Option, for gross proceeds of $34,500,000. Maxim acted as sole book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners (“A.G.P.”) acted as financial advisor. As compensation for underwriting the Offering, the underwriters received an underwriting discount of 7%, equaling approximately $2,415,000, in addition to $60,000 in expenses. A.G.P.’s compensation was paid out of the underwriting discount. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (SEC File No. 333-239939) (the “Registration Statement”) and the related base prospectus included therein, as supplemented by the prospectus supplement dated July 28,
464,385.2020 (the “Preliminary Prospectus”) and the final prospectus supplement, filed July 29, 2020 (the “Final Prospectus” and collectively with the Preliminary Prospectus, the “Prospectus”)
On June 8, 2020, the Company entered into an underwriting agreement (the “June Underwriting Agreement”) with Maxim pursuant to which Maxim agreed to underwrite the public offering (the “June Offering”) of 13,333,333 shares (the “Shares”) of the Company’s Class A common stock at a public offering price of $0.75 per share. National acted as co-manager of the June Offering. The June Offering closed on June 11, 2020, with the Company’s sale of the Shares for gross proceeds of $10,000,000. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A common stock at the public offering price less discounts and commissions (the “June Over-Allotment Option”). The June Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $1,500,000, through the sale of an additional 1,999,667 shares of Class A common stock. Maxim acted as sole-bookrunner and National acted as co-manager for the Offering. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $11.5 million. As compensation for underwriting the Offering, Maxim and National together received an underwriting discount of 7% of the Offering and the Over-Allotment Option and were reimbursed for up to $85,000 in underwriting expenses.
The June Offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634) previously filed with and subsequently declared effective by the SEC.
Everest Display, Inc.
On June 22, 2020, the Company entered into an agreement with Everest Display, Inc., (“EDI”), and subsidiary, AMAGIC Holographics, Inc. (“AMAGIC”), pursuant to which $1,000,000 in accounts payable owed by the Company to EDI in exchange for the Company’s issuance of 869,565 shares of its Class A common stock, par value $0.0001 per share, to AMAGIC at a $1.15 per share purchase price.
On January 26, 2021, the Company entered into an agreement with EDI and EDI’s subsidiary, AMAGIC, pursuant to which $1,983,436 in accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of 793,375 shares of its Class A common stock to AMAGIC at a $2.50 per share purchase price.
In each instance, the shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act.
Accounts Receivable Financing – Sallyport Commercial Finance
On August 15, 2017, our subsidiaries, Boxlight Inc., and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Sallyport agreed to purchase 85% of the eligible accounts receivable with a right of recourse back to the Company if the receivables were not collectible. This agreement required a minimum monthly sales volume of $1,250,000 with a maximum facility limit of $6,000,000. Advances against this agreement accrued interest at the rate of 4% in excess of the highest prime rate publicly announced from time to time with a floor of 4.25%. In addition, the Company was required to pay a daily audit fee of $950 per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. This agreement was terminated and replaced with an asset-based lending agreement effective September 30, 2020.
On September 30, 2020, Boxlight Inc., and EOS EDU LLC. entered into a 12-month term asset-based lending agreement with Sallyport. Sallyport agreed to purchase 90% of the eligible accounts receivable of the Company with a right of recourse back to the Company if the receivables were not collectible. This agreement requires a minimum monthly sales volume of $1.25 million with a maximum facility limit of $8 million. Advances against this agreement accrued interest at the rate of 3.50% in excess of the highest prime rate publicly announced from time to time with a floor of 3.25%. In addition, the Company was required to pay a daily audit fee of $950 per day. The Company granted Sallyport a security interest in all of the assets of Boxlight Inc. and Genesis.
On July 20, 2021, Boxlight and Sallyport amended the accounts receivable agreement (the “ARC Amendment”) for purposes of increasing the maximum facility limit amount to $13,000,000, as well as increasing the minimum monthly sales from $1,250,000 to $3,000,000. In exchange for entry into the ARC Amendment, Boxlight agreed to a fee of $50,000, representing 1 percent of the increased maximum facility limit amount. Other terms of the accounts receivable agreement remain unchanged.
On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the accounts receivable agreement (the “Second ARC Amendment”), which further increased the maximum facility limit amount to $15,000,000. In exchange for entry into the Second ARC Amendment, Boxlight agreed to pay a fee of $20,000, representing 1 percent of the increased maximum facility limit amount. Other terms of the Agreement remained unchanged.
On August 23, 2021, the Company and Sallyport, as first lien creditor and LGMF and Lind Global, together as second lien creditors, entered into the fourth amended and restated intercreditor agreement (the “Fourth A&R Intercreditor Agreement”) for the sole purpose of increasing the permitted first lien cap thereunder from $6,000,000 million to $20,000,000 million.
On December 31, 2021, the Company obtained funds from its new credit areement with Whitehawk to pay off the remaining $8,400,000 owed to Sallyport. As a result of paying off the Sallyport lending agreement, the Company recorded a loss on extinguishment of debt of $812,000.
Paycheck Protection Program Loan
On May 22, 2020, the Company received loan proceeds of
$1.09$1.1 million under the
Federal Paycheck Protection
Program (“PPP”) established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The loans and accrued interest received under the PPP are forgivable to the extent borrowers use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains their payroll levels during a designated eight-week period. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the eight-week period.Program. During 2021, the Company applied for forgiveness in the amount of
$835,500.$836 thousand. On March 2, 2022,
wethe Company received a decision letter from
ourthe lender that
ourthe forgiveness application had been approved, leaving a remaining balance of
$173,100$173 thousand to be paid. The
remaining balance is expected to be paid byCompany received a payment schedule from the
Company in May 2022.Debt - Related Parties:
Note Payable - STEM Education Holdings, Pty
As discussed in Note 2 “Recent Business Acquisitions,” purchase consideration for the acquisition of STEM included a note payable in the of $350,000. The note was payable in 4 equal installments of $87,500 on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Parties acknowledged that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable was adjusted to $175,000 and was paid off in September 2021.
Note Payable – Steve Barker
On March 12, 2019, the Company purchased the MRI net assets for 200,000 shares of the Company’s Class A common stock and a $70,000 note payable. As of December 31, 2019, outstanding principal under this agreement was $18,000. The note was paid in full on March 31, 2020.
Long Term Note Payable- Qwizdom Shareholders
On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, the previous 100% shareholders of Qwizdom, in the amount of $656,000 bearing an 8% interest rate. The note was issued as a part of the purchase price pursuant to a stock purchase agreement. The principal and accrued interest of the note is due and payable in 12 equal quarterly payments. The first quarterly payment was due September 2018 and subsequent quarterly payments are due through June 2021. This note was paid in fulllender on May 3, 2021.
Note Payable – James Mark Elliott
On January 16, 2015,5, 2022, extending the Company issued a note to James Mark Elliott, the Company’s former Chief Commercial Officerpayoff date until May 2025 and a current Director of the Company, in the amount of $50,000. The note was paid in full on July 17, 2020.
bears 1% interest.Line of Credit - Logical Choice Corporation-Delaware
On May 21, 2014, the Company entered into a line of credit agreement (the “LCC Line of Credit”) with Logical Choice Corporation-Delaware (“LCC-Delaware”), the former sole member of Genesis. The LCC Line of Credit allowed the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10% per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. The note was paid in full on June 26, 2020.
Debt Maturity
Principal repayments to be made during the next five years on the Company’s outstanding debt facilities at December 31,
2021 (excluding amounts forgiven in 2022 related to the PPP loan)2023 are as
follows:(infollows (in thousands):
| | | | | |
| 2024 | $ | 2,831 | |
| 2025 | 40,447 | |
| 2026 | — | |
| 2027 | — | |
| 2028 | — | |
| Total | $ | 43,278 | |
NOTE 10
– DERIVATIVE LIABILITIESAt December 31, 2021 and December 31, 2020, the Company had warrants that contain net cash settlement provisions or do not have fixed settlement provisions because their conversion and exercise prices may be lowered under certain conditions.
The Company
concluded that the warrants should be accounted for as derivative liabilities. The Company usedengaged a
third partythird-party specialist to determine the fair value of the derivative liabilities
at December 31, 2021 and they usedusing a Monte Carlo Simulation
modelmodel. There were no changes to
determine the
fair value. In determiningvaluation techniques and the
fair value of the derivative liabilities on December 31, 2020, the Company used the Black-Scholes option pricing model. Keykey assumptions used are as follows:
| | | | |
| | December 31, 2021 | |
Common stock issuable upon exercise of warrants | | | 2,043,291 | |
Market value of common stock on measurement date | | $ | 1.38 | |
Exercise price | | $ | 2.00 | |
Risk free interest rate (1) | | | 1.25 | % |
Expected life in years | | | 5 years | |
Expected volatility (2) | | | 79.3 | % |
Expected dividend yields (3) | | | - | % |
| | | | |
| | December 31, 2020 | |
Common stock issuable upon exercise of warrants | | | 295,000 | |
Market value of common stock on measurement date | | $ | 1.53 | |
Exercise price | | $ | 0.42 | |
Risk free interest rate (1) | | | 0.13 | % |
Expected life in years | | | 1 year | |
Expected volatility (2) | | | 160 | % |
Expected dividend yields (3) | | | — | % |
| | | | | |
| December 31, 2023 |
(1)Common stock issuable upon exercise of warrants | The risk-free464,385 |
| Market value of common stock on measurement date | $ | 1.07 | |
| Exercise price | $ | 8.80 | |
Risk free interest rate was determined using the applicable Treasury Bill as of the measurement date.(1) | 3.93 | % |
| Expected life in years | 3 |
| Expected volatility (2) | 114.0 | % |
| Expected dividend yields (3) | — | % |
| | | | | |
| December 31, 2022 |
(2)Common stock issuable upon exercise of warrants | The historical trading464,385 |
| Market value of common stock on measurement date | $ | 2.48 | |
| Exercise price | $ | 8.80 | |
| Risk free interest rate (1) | 4.02 | % |
| Expected life in years | 4 years |
Expected volatility for 2020 was determined by calculating the volatility of the Company’s common stock. For 2021 the information was obtained from the third party model.(2) | 83.6 | % |
| Expected dividend yields (3) | — | % |
| (3) | The Company does not expect to pay a dividend in the foreseeable future.(1)The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date. |
(3)The Company does not expect to pay a dividend in the foreseeable future.
The following table shows the change in the Company’s derivative liabilities for the years ended December 31, 20212023 and 2020 (in thousands):
| | | |
| | Amount |
Balance, December 31, 2019 | | $ | 147 |
Change in fair value of warrants | | | 216 |
Balance, December 31, 2020 | | $ | 363 |
| | | |
| | Amount |
Balance, December 31, 2020 | | $ | 363 |
Exercise of warrants | | | (348) |
Issuance of warrants | | | 3,064 |
Change in fair value of warrants | | | (15) |
| | | |
Balance, December 31, 2021 | | $ | 3,064 |
2022:
| | | | | |
| Amount
(in thousands) |
| Balance, December 31, 2022 | $ | 472 | |
| Exercise of warrants | — | |
| Issuance of warrants | — | |
| Change in fair value of derivative liabilities | (267) | |
| Balance, December 31, 2023 | $ | 205 | |
| | | | | |
| Amount
(in thousands) |
| Balance, December 31, 2021 | $ | 3,064 | |
| Exercise of warrants | (1) | |
| Issuance of warrants | — | |
| Change in fair value of derivative liabilities | (2,591) | |
| Balance, December 31, 2022 | $ | 472 | |
The change in fair value of derivative liabilities includes losses from exercise price modifications.
Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands):
| | | | | | |
| | 2021 | | 2020 |
United States | | $ | (18,130) | | $ | (12,269) |
Foreign | | | 6,032 | | | (4,683) |
Other Foreign Jurisdictions | | | 1,606 | | | (21) |
Total pretax book loss | | $ | (10,492) | | $ | (16,973) |
| | | | | | | | | | | |
| 2023 | | 2022 |
| United States | $ | (30,393) | | | $ | (2,569) | |
| Foreign | (11,779) | | | (2,707) | |
| Other Foreign Jurisdictions | 4,882 | | | 1,582 | |
| Total pretax book loss | $ | (37,290) | | | $ | (3,694) | |
The components of income tax
(benefit) expense at December 31,
20212023 and December 31,
2020,2022, are as follows (in thousands):
| | | | | | |
| | 2021 | | 2020 |
Current: | | | | | | |
Federal | | $ | — | | $ | — |
State | | | 62 | | | — |
Foreign | | | 2,722 | | | 645 |
Total Current | | $ | 2,784 | | $ | 645 |
| | | | | | |
Deferred: | | | | | | |
Federal | | $ | — | | $ | — |
State | | | — | | | — |
Foreign | | | 526 | | | (1,466) |
Total Deferred | | $ | 526 | | $ | (1,466) |
| | | | | | |
Total | | $ | 3,310 | | $ | (821) |
| | | | | | | | | | | |
| 2023 | | 2022 |
| Current: | | | |
| Federal | $ | 855 | | | $ | 1,491 | |
| State | 93 | | | 138 | |
| Foreign | 1,589 | | | 1,399 | |
| Total Current | $ | 2,537 | | | $ | 3,028 | |
| | | |
| Deferred: | | | |
| Federal | $ | 81 | | | $ | (85) | |
| State | — | | | — | |
| Foreign | (752) | | | (2,894) | |
| Total Deferred | $ | (671) | | | $ | (2,979) | |
| | | |
| Total | $ | 1,866 | | | $ | 49 | |
The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense (benefit) as reported is as follows (in thousands)
:
| | | | | | | | | | | |
| 2023 | | 2022 |
| Loss before income taxes | $ | (37,290) | | | $ | (3,694) | |
| | | |
| Income tax benefit computed at the statutory rate | (7,831) | | | (776) | |
| State income taxes-net of federal tax benefit | 74 | | | 73 | |
| Foreign tax rate differential | (273) | | | (19) | |
| | | |
| Section 162(m) compensation | 61 | | | 61 | |
| Foreign currency adjustment | (90) | | | — | |
| GILTI inclusion | 693 | | | 160 | |
| Meals | 75 | | | 39 | |
| Stock compensation | 141 | | | 83 | |
| Amortization | 4,845 | | | 11 | |
| Tax credits and government assistance | (623) | | | (179) | |
| Non-deductible expenses | 28 | | | 186 | |
| Other permanent differences | (270) | | | — | |
| Adjustments to prior periods – temporary differences | 1,000 | | | 197 | |
| Rate changes and differentials | (53) | | | (651) | |
| Change in valuation allowance | 4,089 | | | 864 | |
| | | |
| Income tax expense | $ | 1,866 | | | $ | 49 | |
Table of Contents | | | | | | |
| | 2021 | | 2020 |
Income (Loss) before income taxes | | | (10,492) | | | (16,973) |
| | | | | | |
Income tax benefit computed at the statutory rate | | $ | (2,203) | | $ | (3,565) |
State income taxes-net of federal tax benefit | | | 49 | | | — |
Foreign tax rate differential | | | (107) | | | 99 |
Loss on debt settlement | | | 788 | | | 650 |
Section 162(m) compensation | | | 168 | | | — |
FX Adjustment | | | (265) | | | — |
GILTI Inclusion | | | 102 | | | — |
Non-deductible expenses | | | (77) | | | 212 |
Prior period true ups – temporary differences | | | (35) | | | 525 |
Rate changes and differentials | | | 2,193 | | | 61 |
Change in valuation allowance | | | 2,697 | | | 1,197 |
| | | | | | |
| | $ | 3,310 | | $ | (821) |
Tax effects of temporary differences at December 31,
20212023 and December 31,
20202022 are as follows (in thousands):
| | | | | | |
Deferred tax assets: | | 2021 | | 2020 |
Fixed assets | | $ | 13 | | $ | 62 |
Allowance for bad debts | | | 442 | | | 281 |
Inventory | | | 192 | | | 82 |
Accrued expenses | | | — | | | — |
Deferred revenue | | | 4,232 | | | 2,190 |
Stock compensation | | | 645 | | | 300 |
Others | | | — | | | 127 |
Interest Expense Limitation | | | 1,903 | | | 955 |
Net operating loss carry-forwards | | | 8,165 | | | 7,361 |
| | | | | | |
Deferred tax assets (liabilities) | | $ | 15,592 | | $ | 11,358 |
Valuation allowance | | | (11,294) | | | (7,959) |
Deferred tax assets, net | | $ | 4,298 | | $ | 3,399 |
| | | | | | |
Deferred tax liabilities: | | 2021 | | 2020 |
Intangible assets | | $ | (11,452) | | $ | (10,759) |
Accrued expenses | | | (413) | | | (404) |
Prepaid expenses | | | (137) | | | (138) |
Others | | | (745) | | | — |
Deferred tax liabilities | | $ | (12,747) | | $ | (11,301) |
| | | | | | |
Deferred tax liabilities, net | | $ | (8,449) | | $ | (7,902) |
| | | | | | | | | | | |
| Deferred tax assets: | 2023 | | 2022 |
| Fixed assets | $ | 15 | | | $ | — | |
| Allowance for bad debts | 926 | | | 507 | |
| Inventory | 432 | | | 294 | |
| R&D amortization | 1,172 | | | 413 | |
| | | |
| Deferred revenue | 6,143 | | | 5,600 | |
| Stock compensation | 291 | | | 1,209 | |
| Right of use liability | 501 | | | 1 | |
| Other | — | | | 203 | |
| Interest expense limitation | 6,051 | | | 3,751 | |
| Net operating loss carry-forwards | 6,635 | | | 7,282 | |
| | | |
| Deferred tax assets | $ | 22,166 | | | $ | 19,260 | |
| Valuation allowance | (18,173) | | | (14,084) | |
| Deferred tax assets, net | $ | 3,993 | | | $ | 5,176 | |
| | | |
| Deferred tax liabilities: | 2023 | | 2022 |
| Fixed assets | $ | — | | | $ | (24) | |
| Intangible assets | (6,671) | | | (8,603) | |
| Accrued expenses | (982) | | | (752) | |
| Prepaid expenses | (48) | | | (169) | |
| Right of use asset | (492) | | | — | |
| Other | (116) | | | (308) | |
| Deferred tax liabilities | $ | (8,309) | | | $ | (9,856) | |
| | | |
| Deferred tax liabilities, net | $ | (4,316) | | | $ | (4,680) | |
The Company operates in the United States, United Kingdom and other jurisdictions. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The cumulative U.S. Federal net operating losses carryforward on tax basis income was approximately $29.9$20.4 million and $26.5$23.5 million at December 31, 20212023 and 2020,2022, respectively, of which $10.6 million will expire between December 31, 2029 and December 31, 2037 and $19.2$9.8 million will carryforward indefinitely. The cumulative U.S. state net operating losses carryforward was approximately $28.8$41.7 million and $23.0$45.8 million onat December 31, 20212023 and 2020,2022, respectively. The cumulative foreign net operating losses carryforward was $2.6$2.1 million and $2.9$1.8 million onat December 31, 20212023 and 2020,2022, respectively.
The legacy Boxlight entities are in a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions are primarily driven by the aforementioned net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, under section 382 as defined by federal income tax regulations, could significantly limit the Company’sCompany's ability to utilize our U.S. net operating loss carryforwards. The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on the net deferred tax asset of its legacy Boxlight entities at December 31, 2023 and 2022. The change in its valuation allowance during 2023 is approximately $4.1 million.
The Company has determined that it likely underwent IRC Sec 382 ownership changes in prior years. The Company is in the process of evaluating the Section 382 impact to determine what portion of its NOLs will be utilizable in the future. It is expected that the ownership change caused a limitation on the net operating losses generated before 2020.
Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes.
The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at December 31, 2021 and 2020. The change in its valuation allowance during 2021 is approximately $2.7 million.The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis.
This includes the deferred tax liability recorded during 2021 for the acquisition of Interactive Concepts. The Company does not qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies. Therefore, the net deferred tax liability of
$8.4$4.3 million at December 31,
20212023 is
entirelyprimarily based on the Sahara acquired entities.
The tax years from 2009 to
20212023 remain open to examination in the U.S. federal
jurisdiction.jurisdictions. The tax years from
20202022 to
20212023 remain open to examination in the U.K. Statues of limitations vary in other immaterial jurisdictions. The
Companycompany has not identified any
material uncertain tax positions at this time.
On March 27, 2020, the Coronavirus Aid, Relief
Effective January 1, 2022, for U.S. tax purposes research and
Economic Security Act (the “CARES Act”) was enacted. The CARES Act includes provisions, among others, addressing the carryback of net operating lossesdevelopment costs, including software development costs, are required to be capitalized and will be deductible over five years for
specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses,costs incurred domestically and
technical amendmentsover fifteen years for
qualified improvement property.costs incurred in a foreign country. Additionally, the
CARES Act provides for various payroll incentives, including Payroll Protection Program (“PPP”) loans, refundable employee retention tax credits, andfirst year of amortization requires that amortization begin with the
deferralmidpoint of the
employer-paid portiontaxable year. As of
social security payroll taxes. TheDecember 31, 2023, the Company
receivedhas recorded a
$1.1M loan under the PPP,deferred tax asset of
which over $0.8M was forgiven in March 2022 under the requirements of the program. The remaining amount owed will be paid back in May 2022. No other provisions of the CARES Act had a material impact on the Company’s tax provision.On December 27, 2020, the Consolidated Appropriations Act of 2021 - including the COVID-related Tax Relief Act of 2020 - was enacted. It included a provision that any expenses paid using forgiven PPP loan proceeds would be fully deductible. This has been reflected in the Company’s tax provision.
$1.2 million related to capitalized research and development costs.
The Company’s articles of incorporation, as amended
on September 18, 2020, provide that the Company is authorized to issue 50,000,000 shares of preferred stock consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; 2)
1,200,0001,586,620 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3)
270,0001,320,850 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4)
48,280,000Remaining shares of “blank check” preferred stock as may be designated from time to by the Company’s
Boardboard of
Directors.directors. Each authorized series of preferred stock is described below.
Issuance of preferred shares
At the time of the Company’s initial public offering, 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. AllAs of theDecember 31, 2023, a total of 167,972 shares of Series A preferred stock was convertibleremained outstanding which can be converted into
398,406 33,461 shares of Class A common stock. On August 5, 2019, 82,028stock, at the discretion of these preferred shares were converted into 130,721 shares of Classthe Series A common stock.
stockholder.
Series B Preferred Stock and Series C Preferred Stock
As stated in Note 2, on
On September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock. The Series B Preferred Stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price of
$1.66$13.28 which was the closing price of BOXL’s Class A common stock on the Nasdaq stock market on September 25, 2020 (the “Conversion Price”) either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).
To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed
Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026.
On March 24, 2021, The aggregate estimated fair value of the Company entered into a share redemption and conversion agreement with certain holders of Series B and Series C preferred stock (the “Redemption Agreement”) which allowsPreferred Stock of $28.5 million was included as part of the Company to redeem and repurchase each such stockholder’s shares of Series B preferred stock on or before June 30, 2021total consideration paid for the stated or liquidation valuepurchase of approximately £11.5 million (or approximately $15.9 million) plus accrued dividends from January 1, 2021 to the date of purchase. Such stockholders hold 96% of the Series C preferred stock. Upon redemption, the Series C shares held by such stockholders would convert into approximately 7.6 million shares of Class A Common Stock at the stated conversion price of $1.66 per share.
On June 14, 2021, the Company entered into an amendment to the Redemption Agreement (the “Amended Redemption Agreement”) for purposes of extending the completion date to on or before December 31, 2021. In addition, the Amended Redemption Agreement changed the definition of “Redemption Payments” such that the redemption payment schedule would begin on or before May 31, 2021, for the quarter then ended and continue quarterly until the date of completion.
Regarding these amendments, the Company applied the accounting guidance from ASC Subtopic 470-50, “Debt Modifications and Extinguishments”, pertaining to determining whether an amendment to an equity-classified preferred share is an extinguishment or modification, and concluded that the Amended Redemption Agreement on June 14, 2021, as it effected the Series B Preferred Stock, resulted in an extinguishment of the original equity instruments subject to redemption agreement. Accordingly, the Series B Preferred Stock subject to the Amended Redemption Agreement was recorded at its fair value as of June 14, 2021, and a $367,000 deemed contribution was credited to additional-paid-in-capital. With the Redemption Agreement, the Series B Preferred Stock includes a beneficial conversion feature, but in accordance with ASC 470-20, since it is dependent upon contingencies that are not solely in the control of the holder, the beneficial conversion feature was not recognized for accounting purposes. Since we early adopted (as of January 1, 2021) ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which includes a key provision eliminating the beneficial conversion feature guidance in ASC Subtopic 470-20, “Debt with Conversion and Other Options”, we will not record the beneficial conversion feature. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.
Sahara.
The Series B Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments.
The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $12.4 million, which includes the redemption features as they have not been bifurcated from the host instrument.
As disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $28.5 million is included as part of the total $94.9 million consideration paid for the purchase of Sahara.
As the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely with the control of the Company, the Company has classified the Series B Preferred Stock and Series C Preferred Stock in temporary equity on the Company’s consolidated balance sheet.
The Company’s common stock consists of
200,000,00018,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to
1one vote per share while Class B common stock has
0no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of December 31,
2021,2023 and December 31,
2020,2022, the Company had
63,821,9019,704,496 and
53,343,5189,339,587 shares of Class A common stock
issued and
outstanding,, respectively.
NaNNo Class B shares were outstanding at December 31,
20212023 and December 31,
2020.2022.
Issuance of common stock
Public Offering
Securities Purchase Agreement
On June 11, 2020,July 22, 2022, the Company, issued 13,333,333entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering directly to the Investor, 875,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase 44,118 shares of Common Stock at an exercise price of $0.0008 per share, which Pre-Funded Warrants were issued in lieu of shares of Common Stock to ensure that the Investor did not exceed certain beneficial ownership limitations, and warrants to purchase an aggregate of 919,118 shares of Common Stock at an exercise price of $5.44 per share (the “Warrants”, and collectively with the Pre-Funded Warrants and the Shares, the “Securities”). The Securities were sold at a public offering price of $0.75$5.44 per share. share for total gross proceeds to the Company of $5.0 million, before deducting estimated offering expenses, and excluding the exercise of any Warrants or Pre-Funded Warrants. The Pre-Funded Warrants were exercisable immediately and the Warrants will be exercisable six months after the date of issuance and will expire five and a half years from the date of issuance. As such, the net proceeds to the Company from the offering, after deducting placement agent’s fees and estimated expenses payable by the Company and excluding the exercise of any Warrants or Pre-Funded Warrants was $4.6 million of which the proceeds net of issuance costs were allocated based on the relative fair values of the instruments, warrants and prefunded warrants; $2.4 million was allocated to common stock, $2.2 million was allocated to warrants and $118 thousand was allocated to the pre-funded warrants. On August 9, 2022, the Investor exercised the prefunded warrants.
The Company evaluated whether the Warrants, Pre-Funded Warrants and/or Shares were in the scope of ASC Topic 480 “Distinguishing Liabilities from Equity,” which discusses the accounting for instruments with characteristics of both liabilities and equity. The guidance in Topic 480, and the resulting liability classification, is applicable to such instruments when certain criteria are met. Based on its analysis, the Company concluded that the Warrants, Pre-Funded Warrants and Shares did not meet any of the criteria to be subject to liability classification under Topic 480 and are therefore classified as equity.
Credit Facility
In addition, on June 24, 2020conjunction with its receipt of the WhiteHawk loan, the Company issued an additional 1,999,667to WhiteHawk 66,022 shares of Class A common stock, which were registered pursuant to the underwriter at $0.75 per share. Gross proceeds fromCompany’s existing shelf registration statement and were delivered to the issuances were $11.5 million. Net proceeds were $10.6 million after deducting underwriting discounts and offering expensesWhiteHawk in January 2022.
Repurchase Plan
On
July 31, 2020,February 14, 2023, the Board of Directors of Boxlight Corporation approved the Company’s establishment of a share repurchase program (the “Repurchase Program”) authorizing the Company
issued 17,250,000 sharesto purchase up to $15.0 million of the Company’s Class A common
stock at a public offering price of $2.00 per share. Gross proceeds fromstock. Pursuant to the
issuances were $34,500,000, including the underwriting overallotment. Net proceeds were $32.0 million after deducting underwriting discounts and offering expenses of $2.5 million.Debt Conversion
During the year ended December 31, 2021,Repurchase Program, the Company issued 7.9 million shares ofmay, from time to time, repurchase its Class A common stock in lieuthe open market, in privately negotiated transactions or by other means, including through the use of $13.7 milliontrading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in principalaccordance with applicable securities laws and interest payments due in relation to notes payable to Lind Global. These conversion transactions resulted in a $3.8 million lossother restrictions. The timing and total amount of any repurchases made under the Repurchase Program will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The authorization expires on the settlement of debt obligations.
During the year ended December 31, 2020,January 26, 2027, may be suspended or discontinued at any time, and does not obligate the Company issued 6.2 million sharesto acquire any amount of Class A common stock in lieustock. As of $4.9 million in principal and interest payments due in relation to notes payable to Lind Global. In addition,December 31, 2023, the Company issued 310,000 shares of Class A common stock in lieu of payment ofhas not utilized the closing fees of the convertible debt with an aggregate amount of to Lind Global. These conversion transactions resulted in a $3.1 million loss on the settlement of debt obligations.
Accounts Payable and Other Liabilities Conversion
During the year ended December 31, 2021, the Company issued 793,375 shares of Class A common stock with an aggregate value of $1.6 million to Everest Display, Inc. to convert $2 million in accounts payable owed, resulting in a gain of $356,700 from settlement of liabilities.
During the year ended December 31, 2020, the Company entered into an agreement with a related party, Everest Display, Inc., to convert $3.0 million in accounts payable owed in exchange for 2.2 million shares of Class A common stock with an aggregate value of $1.3 million resulting in the Company recording a $1.7 million gain from settlement of liabilities.
During the year ended December 31, 2020, the Company issued 7,111 shares of Class A common stock in lieu of payment for services with an aggregate amount of $8,000.
Compensation
On March 20, 2021, the Company granted an aggregate of 875,245 shares of restricted common stock to Michael Pope, the Company’s CEO and Chairman, pursuant to his employment agreement. These shares were issued pursuant to the 2014 Equity Incentive Plan, vest ratably over one year, are issued monthly as they vest, and had an aggregated fair value of approximately $2.5 million on the grant date.
On March 31, 2020, the Company issued 186,484 shares of restricted Class A common shares to Michael Pope as part of his stock compensation as the Chief Executive Officer, with such shares vesting over a one-year period.
Other
On March 23, 2021, the Company acquired 100% of the outstanding shares of Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies (“Interactive”), for total consideration of approximately $3.3 million in cash, common stock and deferred consideration. The company has been Boxlight’s key distributor in Belgium and Luxembourg. The company issued 142,882 shares of Class A Common Stock, in conjunction with the purchase of Interactive.
On April 17, 2020, the Company sold 142,857 shares of Class A Common Stock to Stemify Limited, an Australian entity (“Stemify”), at a $0.70 purchase price per share or a total of $100,000, in conjunction with the Company’s closing on an asset purchase agreement with Stemify. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
Exercise of stock options
There were 492,460 options to purchase common stock that were exercised during the twelve months ended December 31, 2021. There were 3,751 options to purchase common stock were exercised during the twelve months ended December 31, 2020.
NOTE 13 – STOCK COMPENSATION
Grants made
The Company has issued grants under
the Equity Incentive Plans must betwo equity incentive plans, both of which have been approved by the Company’s
boardshareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of
directors. The total number of underlying798,805 shares of the Company’s Class A common stock
availablehave been approved for
grant to directors, officers, key employeesissuance, and
consultants of(ii) the
Company or a subsidiary of the Company under the Company’s 2021 Equity Incentive Plan
and 2014 Equity Inventive Plan, as amended (together “Equity Incentive Plans”(the “2021 Plan”),
in the aggregate were 5,000,000 and 725,381pursuant to which a total of 625,000 shares
respectively.
The 2021 Equity Incentive Plan was approved byof the Company’s Board on April 12,Class A common stock have been approved for issuance. Upon approval of the 2021 and approved by the shareholders at the Company’sPlan in September 2021, Annual Shareholders Meeting held on June 25, 2021.
On April 15, 2020, the Company’s 2014 Equity Incentive Plan was amended, whereby the board of directors approved increasing theany shares remaining available for issuance under the 2014 Equity Incentive Plan by 3,700,000 shares.were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants. Prior to the second quarter of 2023, the Company obtained shareholder approvalhad issued 774,904 shares under the 2021 Plan such that the Company was over the authorized share number. The fair value of shares previously issued in excess of the aforementioned action at the Company’s 2020 annual meeting of stockholders, which was held on September 4, 2020. The number of underlyingapproved shares available, under the 2014 Equity Incentive2021 Plan as amended,of approximately $13 thousand was 6,390,438.
reclassed from liability to equity during the year ended December 31, 2023.
Under our Equity Incentive Plans, an employee may receive an award of stock grants that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through compensation expense. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total
expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting.
vesting as they occur.
Following is a summary of the option activities during the years ended December 31,
20212023 and
2020:2022:
| | | | | | | | | | | | | | | | | |
| Number of
Units | | Weighted
Average
Exercise Price | | Weighted
Average
Remaining
Contractual
Term (in years) |
| Outstanding, December 31, 2021 | 506,765 | | $ | 15.36 | | | 2.29 |
| Granted | 152,718 | | $ | 8.96 | | | |
| Exercised | (37,105) | | $ | 2.00 | | | |
| Cancelled | (132,893) | | $ | 20.72 | | | |
| Outstanding, December 31, 2022 | 489,485 | | $ | 12.88 | | | 2.17 |
| Granted | 364,299 | | $ | 2.71 | | | |
| Exercised | (12,500) | | $ | 1.04 | | | |
| Cancelled | (493,025) | | $ | 10.05 | | | |
| Outstanding, December 31, 2023 | 348,259 | | $ | 6.65 | | | 2.09 |
| Exercisable, December 31, 2023 | 295,296 | | $ | 6.59 | | | 1.99 |
Table of Contents | | | | | | | |
| | | | | | | Weighted |
| | | | | | | Average |
| | | | Weighted | | Remaining |
| | Number of | | Average | | Contractual |
| | Units | | Exercise Price | | Term (in years) |
Outstanding, December 31, 2019 | | 2,384,688 | | $ | 3.35 | | 4.15 |
Granted | | 2,956,000 | | $ | 0.76 | | |
Exercised | | (3,751) | | $ | 0.70 | | |
Cancelled | | (486,153) | | $ | 3.58 | | |
Outstanding, December 31, 2020 | | 4,850,784 | | $ | 1.76 | | 3.51 |
Granted | | — | | | — | | |
Exercised | | (492,460) | | $ | 0.84 | | |
Cancelled | | (304,208) | | | 1.01 | | |
Outstanding, December 31, 2021 | | 4,054,116 | | $ | 1.92 | | 2.29 |
Exercisable, December 31, 2021 | | 2,836,366 | | $ | 2.36 | | 1.85 |
The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model. The Company used the following inputs to value options issued and remeasurements, as applicable during the year ending December 31, 2023 using the Black Scholes option valuation method: market value on measurement date of $1.68 to $2.24; exercise price of $2.48 to $3.20; risk free interest rate of 4.19% to 4.22%; expected term, 3 to 4 years; expected volatility, ranging from 111.45% to 111.74% and expected dividend yield of 0%.
As of December 31,
2021,2023 and
2020,December 31, 2022, the
stock options had an intrinsic value of approximately
$1.9 million$0 and
$2.7 million,$18 thousand, respectively.
There were 0 issuances of stock options in 2021. The issuances in 2020 are as follows:
On January 2, 2020,
During the year ended December 31, 2023, the Company granted 100,000 364,299 options of which 322,040 were subsequently cancelled and 42,259 vested during the year. Also, during the year ended December 31, 2023, 59,117 out of the money options were cancelled, with such shares being returned to the 2021 Plan and becoming available for re-issuance in new grants. During the year ended December 31, 2023, approximately 84,179 options expired during the period.
On May 3, 2022, the Boxlight board of directors adopted a resolution, in exchange for a three-year non-compete agreement, to grant Mark Elliott, a member of the board and former CEO of the Company, an extension for one-year, of previously granted stockoptions each, for to purchase a total of 300,000 options to purchase72,210 shares of Class A common stock, to its President,par value $0.001 per share, which had expired on January 12, 2022. The stock price on the remeasurement date was $8.32 and the incremental compensation recognized was approximately $314 thousand.
On June 13, 2022, the Boxlight board of directors granted Greg Wiggins, Chief Financial Officer, stock options for 18,750 shares of the Company’s Class A common stock will vest in equal quarterly installments over a four-year term commencing on July 5, 2022.
On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer,
its Chief Commercial Officer and its Chief Operating Officer; such options have an exercise priceextending Mr. Pope’s term of
$1.15 per share, and vest monthly over one-year period. The expiration dateemployment with the Company. Under the terms of
these options is five years from the
agreement, Mr. Pope received a grant
date. These options had an aggregated fair value of approximately $264,000 on the grant date that was calculated using the Black-Scholes option-pricing model.On January 13, 2020, the Company granted 50,000 stock61,759 options to Mark Elliott as part of his new employment agreement as the Company’s Chief Commercial Officer with an exercise price of $1.20 per share,purchase Class A Common Stock, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value ofare valued at approximately $67,000 on the grant date that was calculated using the Black-Scholes option-pricing model.
On April 15, 2020, the Company granted an aggregate of 2,550,000 stock options in total to its employees with an exercise price of $0.70 per share vesting monthly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $1.5 million on the grant date.
On April 20, 2020, the Company granted an aggregate of 20,000 stock options in total to a new employee with an exercise price of $0.67 per share vesting quarterly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $11,000 on the grant date.
On September 17, 2020, the Company granted an aggregate of 16,000 stock options in total to an employee with an exercise price of $1.46 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $20,000 on the grant date.
On November 23, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $1.45 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $13,000 on the grant date.
$420 thousand. On December 11, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $1.95 per share vesting annually over four years. The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $14,000 on the grant date.
Variables used in the Black-Scholes option-pricing model for options granted during the twelve months ended December 31, 2020 include: (1) discount rate of 0.23% – 1.61%, (2) expected life, using simplified method, of 3- 4 years, (3) expected volatility of 136-148%, and (4) 0 expected dividends.
Restricted Stock Units
Under our Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”) to certain employees, contractors and non-employee directors. Upon granting the RSUs, the Company records a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to
vesting.vesting as they occur. The restricted stock units vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.
The following is a summary of the restricted stock activities during the years ended December 31,
2021.2023 and 2022.
| | | | | | | | | | | |
| Number of Units | | Weighted
Average
Grant Date Fair
Value |
| Outstanding, December 31, 2021 | 246,744 | | $ | 14.48 | |
| Granted | 309,710 | | $ | 9.52 | |
| Vested | (197,941) | | $ | 13.04 | |
| Forfeited | (54,634) | | $ | 10.72 | |
| Outstanding, December 31, 2022 | 303,879 | | $ | 11.04 | |
| Granted | 498,398 | | $ | 2.05 | |
| Vested | (318,995) | | $ | 5.84 | |
| Forfeited | (74,831) | | $ | 3.56 | |
| Outstanding, December 31, 2023 | 408,451 | | $ | 5.37 | |
Table of Contents | | | | | |
| | | | Weighted |
| | | | Average |
| | | | Grant Date Fair |
| | Number of Units | | Value |
Outstanding, December 31, 2020 | | 2,721,347 | | $ | 1.62 |
Granted | | 1,019,583 | | | 2.81 |
Vested | | (1,498,492) | | | 2.18 |
Forfeited | | (268,491) | | | 1.66 |
Outstanding, December 31, 2021 | | 1,973,947 | | $ | 1.81 |
2023 Grants
During fiscal year 2023, the Company granted 2021 Grants
498,398
RSUs of which 62,300 were subsequently cancelled. On February 24, 2021,August 25, 2023, the Company granted 211,056 RSUs to its board of directors and 214,994 RSUs to certain members of senior management.
2022 Grants
On January 25, 2022, the Company granted an aggregate of 130,5475,000 RSUs to new employees. The RSUs vest over four years and the aggregate fair value of the shares was approximately $44 thousand.
On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr. Pope’s term of employment with the Company. Under the terms of the agreement, Mr. Pope received a grant of 20,455 RSU’s, valued at approximately $180 thousand, and vesting over three years.
On February 24, 2022, following approval by the Company’s board of directors, the Company’s senior management issued a total of 221,494 RSUs under the terms of Amendment No. 2 to the Boxlight Corporation 2014 Stock Incentive Plan, vesting over four years, as long-term incentive awards to its employees in the U.S. and Europe. The aggregate fair value of the shares was $2.1 million.
On March 21, 2022, the Company granted an aggregate of 43,605 RSUs to its board members. These RSUs vest ratably over one year and had an aggregated fair value of approximately
$374,000$450 thousand on the grant date.
In addition, on March 20, 2021,
On May 26, 2022, the Company granted
an aggregate of 875,245 shares of restricted common stock to Michael Pope, the Company’s CEO and Chairman, pursuant to his employment agreement. These shares were issued pursuant to the 2014 Equity Incentive Plan, vest ratably over one year, are issued monthly as they vest, and had an aggregated fair value of approximately $2.5 million on the grant date.
2020 Grants
On March 20, 2020, the Company granted an aggregate of 186,484 shares of restricted common stock to Michael Pope, CEO pursuant to his employment agreement. These shares vest ratably over one year and had an aggregated fair value of approximately $76,000 on the grant date.
On June 30, 2020, the Company granted an aggregate of 108,696 RSUs to new board members. These RSUs vest over one year and had an aggregated fair value of approximately $100,000 on the grant date.
On September 18, 2020, the Company granted an aggregate of 34,4839,196 RSUs to a new employee.company owned and controlled by Karel Callens named OLORI. Mr. Callens performs certain sales and marketing functions in our EMEA markets. These RSUs vest over four yearsvested and had an aggregated fair valuewere issued directly to OLORI, and such common stock issuable upon vesting of approximately $50,000 on the grant date.
On September 25, 2020,RSUs will be reserved for issuance directly out of the Company granted an aggregateauthorized shares of 2,725,400 RSUs to its new employees retained in relation toClass A common stock and not out of the Sahara acquisition. These RSUs vest over four years and had an aggregated fair value of approximately $4.5 million on the grant date.
Company’s equity incentive plan.
Warrants
On October 1, 2020, the Company granted an aggregate of 20,000 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $37,000 on the grant date. On October 19, 2020, the Company granted an aggregate of 18,634 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $30,000 on the grant date.
Warrants
FollowingThe following is a summary of the warrant activities during the years ended December 31, 20212023 and 2020:
2022:
| | | | | | | | | | | | | | | | | |
| Number of
Units | | Weighted
Average
Exercise Price | | Weighted
Average
Remaining
Contractual
Term (in years) |
| Outstanding, December 31, 2021 | 264,161 | | $ | 16.00 | | | 0.94 |
| Granted | 1,165,959 | | $ | 5.75 | | | — |
| Exercised | (44,118) | | $ | 0.08 | | | — |
| | | | | |
| Outstanding, December 31, 2022 | 1,386,002 | | $ | 6.57 | | | 5.25 |
| Granted | — | | | $ | — | | | |
| Exercised | — | | | $ | — | | | |
| Outstanding, December 31, 2023 | 1,386,002 | | $ | 6.57 | | | 3.72 |
| Exercisable, December 31, 2023 | 1,385,690 | | $ | 6.57 | | | 3.72 |
| | | | | | | |
| | | | | | | Weighted |
| | | | | | | Average |
| | | | Weighted | | Remaining |
| | Number of | | Average | | Contractual |
| | Units | | Exercise Price | | Term (in years) |
| | | | | | | |
Outstanding, December 31, 2019 | | 350,000 | | $ | 2.20 | | 2.11 |
Granted | | 20,000 | | $ | 0.70 | | — |
Cancelled | | (5,000) | | $ | 4.76 | | — |
Outstanding, December 31, 2020 | | 365,000 | | $ | 1.44 | | 1.27 |
Granted | | 2,043,291 | | | 2.00 | | 5.00 |
Exercised | | (295,000) | | | 0.45 | | 0.28 |
Outstanding, December 31, 2021 | | 2,113,291 | | $ | 2.00 | | 4.88 |
Exercisable, December 31, 2021 | | 58,750 | | $ | 6.66 | | 1.05 |
2021 Warrants
On December 31, 2021, the Company granted Whitehawk, Inc., 2,043,291 warrants, in conjunction with the issuanceTable of a loan credit facility to the Company. The warrants had an exercise price of $2.00 per share and include a provision that allows for the exercise price to be adjusted based on the Company’s stock price as of March 31, 2022. The expiration period for these warrants is five years from the issuance date. The warrants had an aggregated fair market value of approximately $3.1 million on the grant date.
2020 Warrants
On April 20, 2020, the Company granted 20,000 warrants to Ryan Legudi, the managing director of Stemify, as part of his compensation with an exercise price of $0.70 per share, which warrants vest quarterly over four-year period. The expiration of these warrants is five years from the grant date. The warrants had an aggregated fair market value of approximately $11,000 on the grant date.
Contents
Stock compensation expense
For the
yearyears ended December 31,
20212023 and
2020,2022, the Company recorded the following stock compensation
expense which is included in general and administrative expense
in the Company’s consolidated statement of operations and comprehensive loss (in thousands):
| | | | | | |
| | 2021 | | 2020 |
Stock options | | $ | 660 | | $ | 1,205 |
Restricted stock units | | | 3,399 | | | 421 |
Warrants | | | 1 | | | 2 |
Total stock compensation expense | | $ | 4,060 | | $ | 1,628 |
| | | | | | | | | | | |
| 2023 | | 2022 |
| Stock options | $ | 1,105 | | | $ | 805 | |
| Restricted stock units | 2,023 | | | 2,505 | |
| Equity-based Warrants | 3 | | | 3 | |
| Total stock compensation expense | $ | 3,131 | | | $ | 3,313 | |
During the year ended December 31, 2023, certain members of senior management voluntarily forfeited certain unvested restricted stock units and stock option awards to increase share availability under the Company’s Equity Incentive Plan. The Company recorded stock compensation expense for the fair value of these cancelled awards of $624 thousand during the year ended December 31, 2023. As of December 31,
2021,2023, there was approximately
$4.3$2.4 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period. Of that total, approximately
$2.0$1.5 million is estimated to be recorded as
stock compensation expense in
2022.
2024.NOTE 14 – OTHER RELATED PARTY TRANSACTIONS
Management
AgreementAgreements
On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former CEO of Boxlight and a current member of the board of directors. The agreement is for Mr. Elliott to provide sales, marketing, management and related consulting services to assist the Company in sourcing and entering into agreements with one or more customers to provide products and services for specified school districts. The Company will pay Mr. Elliott a fixed payment of $4,000 per month and commissions equal to 15% of gross profit derived by the Company based on total purchase order revenue. The agreement, unless cancelled, will renew every year on December 31st. For the year ended December 31, 2023, the Company paid $106 thousand under the agreement.
On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our
now former CEO and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement. The Management Agreement is effective as of the first day of the same month that Mr. Pope’s employment with the Company terminates, and for a term of 13 months, Mr. Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company will pay a management fee equal to 0.375% of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company.
Sales and Purchases – EDI
Everest Display Inc., an affiliate of
On January 4, 2024, Mr. Pope’s employment with the
one ofCompany terminated. In accordance with the
Company’s shareholders, Amagic Holographics, Inc., a subsidiary of K Laser Technology Inc. (“K Laser”),Management Agreement, Mr. Pope is
a supplier of productsexpected to continue providing consulting services to the
Company. ForCompany for the
years ended December 31, 2021 and 2020, the Company had purchases of $26,000 and $339,000 respectively, from EDI. For the years ended December 31, 2021 and 2020, the Company had sales of $0 and $36,000, respectively, to EDI. As of December 31, 2021, and 2020, the Company had accounts payable to EDI of approximately of $65,000 and $2.0 million respectively, to EDI.
subsequent 13 months. NOTE 15 – COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company leases 4 office spaces under non-cancelable lease agreements. The leases provide that the Company pay only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2021 are as follows:
| | | |
Year ending December 31, | | Amount (in thousands) |
2022 | | $ | 1,297 |
2023 | | | 1,241 |
2024 | | | 388 |
2025 | | | 275 |
Minimum Lease Payments | | $ | 3,201 |
On January 19, 2022, the Company signed a lease agreement for 64 months for approximately 12,000 feet of space for its new corporate headquarters in Duluth, Georgia. The Company will occupy the building on approximately May 15, 2022. The lease will replace the space previously rented by the Company for its headquarters in Lawrenceville, Georgia.
On February 4, 2022, the Company signed a lease agreement for 60 months for 24,000 feet of warehouse space in Lawrenceville, Georgia to begin March 1, 2022. The lease will replace the space previously rented by the Company.
If the annual amounts for these leases were added to the table above, the minimum lease payments would increase by approximately $2.7 million.
The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. At December 31,
20212023 the total amount of such open inventory purchase orders was
$52.2$49.9 million.
From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, such as employment matters and contractual disputes. Currently, there is no pending litigation or proceedings
that the Company’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition. NOTE 16 – CUSTOMER AND SUPPLIER CONCENTRATION
Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.
For the year ended December 31, 2023, the Company's revenues were concentrated with one customer. The Company’s revenues were concentrated with
a fewtwo customers for the
yearsyear ended December 31,
2021 and 2020:
| | | | | | | | | | |
| | Total revenues | | | | | Total revenues from the | | Accounts |
| | from the customer | | Accounts | | customer | | receivable from |
| | as a percentage of | | receivable from | | as a percentage | | the customer as |
| | total revenues | | this customer as of | | of total revenues | | of |
| | for the year ended | | December 31, | | for the year | | December 31, |
| | December 31, | | 2021 (in | | ended December | | 2020 (in |
Customer | | 2021 | | thousands) | | 31, 2020 | | thousands) |
1 | | 11 | % | $ | 3,245 | | 13 | % | $ | 3,536 |
2 | | 4 | % | $ | 1,223 | | 9 | % | $ | 2,598 |
2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Customer | | Total revenues
from the customer
as a percentage of
total revenues
for the year ended
December 31,
2023 | | Accounts
receivable from
the customer as of
December 31,
2023
(in thousands) | | Total revenues
from the customers
as a percentage of
total revenues
for the year ended
December 31,
2022 | | Accounts
receivable from
the customers as of
December 31,
2022
(in thousands) |
| 1 | | 10 | % | | $ | 1,762 | | | 18 | % | | $ | 8,468 | |
| 2 | | — | % | | $ | — | | | 5 | % | | $ | 469 | |
The loss of
thea significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition.
For the year ended December 31, 2023, the Company's purchases were concentrated among one vendor. The Company’s purchases were concentrated among
a fewtwo vendors for the
yearsyear ended December 31,
2021 and 2020:
| | | | | | | | | | |
| | Total purchases | | | | | Total purchases | | | |
| | from the vendor | | Accounts payable | | from the vendor | | Accounts payable |
| | as a percentage of | | (prepayment) to | | as a percentage | | (prepayment) to |
| | total cost of | | the | | of total cost of | | the |
| | sales for | | vendor as of | | revenues for | | vendor as of |
| | the year ended | | December 31, | | the year ended | | December 31, |
| | December 31, | | 2021 | | December 31, | | 2020 |
Vendor | | 2021 | | (in thousands) | | 2020 | | (in thousands) |
1 | | 16 | % | $ | (1,185) | | 35 | % | $ | 5,749 |
2 | | 11 | % | $ | 15,330 | | 13 | % | | 2,013 |
3 | | 4 | % | $ | (805) | | 11 | % | | (22) |
2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Vendor | | Total purchases
from the vendor
as a percentage of
total cost of
revenues for
the year ended
December 31,
2023 | | Accounts payable
(prepayment) to
the vendor as of
December 31,
2023
(in thousands) | | Total purchases
from the vendors
as a percentage
of total cost of
revenues for
the year ended
December 31,
2022 | | Accounts payable
(prepayment) to
the vendors as of
December 31,
2022
(in thousands) |
| 1 | | 48 | % | | $ | 20,472 | | | 56 | % | | $ | 24,029 | |
| 2 | | — | % | | $ | — | | | 4 | % | | $ | 705 | |
The Company believes there are numerous other suppliers that could be substituted should
for the above
supplierssupplier become unavailable or non-competitive.
NOTE 17 - SEGMENTS
Information about our Company’s operations by operating segment is shown in the following tables (in thousands):
| | | | | | | | | | | |
| Year Ended
December 31, |
| 2023 | | 2022 |
| Revenue, net | | | |
| Americas | $ | 95,995 | | | $ | 100,393 | |
| EMEA | 88,256 | | | 127,664 | |
| Rest of World | 2,943 | | | 791 | |
Eliminations and Adjustments (1) | (10,473) | | | (7,067) | |
| Total Revenue, net | $ | 176,721 | | | $ | 221,781 | |
| (Loss) Income from Operations | | | |
| Americas | (18,695) | | | (591) | |
| EMEA | (9,077) | | | 3,534 | |
| Rest of World | 977 | | | 144 | |
Eliminations and Adjustments (1) | 495 | | | (38) | |
| Total (Loss) Income from Operations | $ | (26,300) | | | $ | 3,049 | |
(1)Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market.
| | | | | | | | | | | |
| December 31,
2023 | | December 31,
2022 |
| Identifiable Assets | | | |
| Americas | $ | 69,749 | | | $ | 88,451 | |
| EMEA | 85,732 | | | 104,978 | |
| Rest of World | 3,090 | | | 1,966 | |
| Total Identifiable Assets | $ | 158,571 | | | $ | 195,395 | |
NOTE
1718 – SUBSEQUENT EVENTS
On January
19, 2022,4, 2024, the
Company signed a lease agreement for 64 months for approximately 12,000 feet of space for its new corporate headquarters in Duluth, Georgia. The Company will occupy the building on approximately May 15, 2022 and will pay rent of approximately $23,000 per month. The lease will replace the space previously rented by the Company for its headquarters in Lawrenceville, Georgia. On February 24, 2022 the Company signed a lease for new warehouse space in Lawrenceville, GA, which it will occupy sometime in March of 2022.On February 4, 2022, the Company signed a lease agreement for 60 months for 24,000 feet of warehouse space in Lawrenceville, Georgia to begin March 1, 2022, for approximately $13,000 per month. The lease will replace the space previously rented by the Company.
On February 24, 2022, following approval by the Company’s board of directors appointed Dale Strang, a current member of the Board, to serve as the Company’s senior management issued a total of 1,771,950 RSU’s under the terms of Amendment No. 2 to the Boxlight Corporation 2014 Stock Incentive Plan,interim Chief Executive Officer and principal executive officer. Mr. Strang replaced Michael Pope, whose last day as long-term incentive awards to its employees in the U.S. and Europe. The aggregate fair valuean employee of the sharesCompany was $2.1 million.
on January 12, 2024. Mr. Pope no longer serves as Chairman of the Board but will remain as a member of the Board.
On FebruaryMarch 14, 2022, with an effective date of January 1, 2022,2024, the Company entered into a letter agreement (”the Agreement”fifth amendment (the "Fifth Amendment') with Michael Pope, our Chairmanthe Collateral Agent and Chief Executive Officer, extending Mr. Pope’s termLender for the purpose of employment with(1) amending and restating the Company. Under the terms of the Agreement, Mr. Pope will receive based compensation of $400,000 per year, eligibility for an annual performance bonus of between $350,000 to $525,000 depending on the achievement of certain performance goals established by the board of directors,
along with a grant of 163,637 RSU’s, valued at approximately $180,000,Senior Leverage Ratio and $420,000Minimum Liquidity (as defined in the formFifth Amendment), and (2) waiving any Event of options to purchase Class A Common Stock, both of which are valued using the Black-Scholes Model with the Company’s customary inputs. Mr. Pope will also continue to be eligible to participate in customary fringe benefit plans and programs, asDefault that may be generally available to senior executives of the Company from time to time. The Agreement continues through December 31, 2024 and may be renewed or extended by mutual agreement of the Company and Mr. Pope. The Agreement supersedes in its entirety the terms of the prior employment agreements between Mr. Pope and the Company dated November 30, 2017 and March 20, 2020.
In February 2022,have arisen directly as a result of the Russia-Ukraine conflict, economic sanctions were imposed on Russian individuals and entities, including financial institutions, by countries around the world, including the U.S. and the European Union. The conflict may weaken the global post-pandemic recovery. The increase in cost of revenues from supply-chain bottlenecks and global freight and shipping cost, initially arising from the effects of the COVID-19 pandemic, may be exacerbated by the wider effect of the war in Ukraine and increasing inflationary pressures
On March 8, 2022, the Small Business Administration (“SBA”) informed us by letter that a large part of our Payroll Protection Plan loan had been forgiven. Out of the total loan of $1,008,575, the SBA forgave $835,460. We will pay off the remaining amount in 2022.
On March 29, 2022, the Company received a Notice of Events ofFinancial Covenant Default and Reservation of Rights (the “Notice”) from the Collateral Agent. The Notice alleged, among other things, defaults as a result of (i) failure to repay $8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting(as defined in the Company being in an over advance positionFifth Amendment). The Fifth Amendment also added additional financial reporting obligations and potentially may include certain foreign subsidiaries of Boxlight Inc. as additional guarantors under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result of the Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the Events of Default are either waived or cured. Following the Company’s receipt of the Notice and pursuant to amendment to the Credit Agreement, dated April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms.
On March 31, 2022, based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Whitehawk Warrant was reduced from $2.00 to $1.19 per share.
On April 4, 2022, the Company, the Lender and the Collateral Agent amended the Credit Agreement. The principal elements of the amendment included (a) an extension of time for the Loan Parties to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 of over advances to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties intend to obtain credit insurance on certain key customers whose principal offices are located in the European Union and Australia as their accounts owed to the Loan Parties were deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts. In addition, the Lender and Collateral Agent agreed to (i) reduce, through June 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus + 9.75%) after delivery of the Loan Parties’ June 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
None
ITEM 9A. CONTROLS AND PROCEDURES
As required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures and internal control over financial reporting as of the end of the period covered by this Annual Report.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this Annual Report (“Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to material weaknesses described in our report on internal control over financial reporting below.
Notwithstanding the existence of the material weaknesses, we believe that the consolidated financial statements included in this
reportAnnual Report fairly present in accordance with U.S. GAAP, in all material respects, our financial condition, results of operations and cash flows for the periods presented in this Annual Report.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Management’s Report on Internal Control Over Financial Reporting
Our principal executive officer and our principal accounting and financial officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31,
2021.2023. In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO)(the "COSO"). Based upon such assessment and due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive officer and our principal accounting and
and financial officer have concluded that, as of December 31,
2021,2023, our internal control over financial reporting was not
effective. | ● | Our written policies and procedures over accounting transaction processing and period end financial close and reporting are limited which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting. |
| ● | We lacked sufficient review of certain financial transactions, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting. |
effective, including:•We lacked sufficient review of certain financial transactions, and critical financial spreadsheets, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based
in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
We acquired FrontRow on December 31, 2021. Since the date of the acquisition, we have been assessing FrontRows’s internal control over financial reporting to determine their effectiveness and to make controls and procedures consistent across all consolidated entities. We have made changes to procedures and controls and expect to make additional changes in the future. Prior to acquisition, FrontRow was not required to document and assess internal control over financial reporting as required under the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As permitted by guidance issued by the staff of the SEC, FrontRow has been excluded from the scope of our report on internal control over financial reporting.
In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this
reportAnnual Report fairly present in accordance with U.S. GAAP, in all material respects, our financial condition, results of operations and cash flows for the periods presented in this Annual Report.
Changes in Internal Control Over Financial Reporting
During 2021, management engaged professional services firms to assist with the preparation of the review of the income tax provision. Management also engaged third-party professional service firms to prepare FrontRow financial statements and value warrant issued in connection with Whitehawk credit facility.
There
werehas been no
additional changes madechange in the
Company’s internal
controlscontrol over financial reporting
forduring the
fiscal year ended December 31,
2021,2023 that
havehas materially affected,
ouror is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicableapplicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The
following table sets forth information
concerningrequired by this item will be included in our
executive officers and directors as of March 31, 2022:
| | | | |
Name
| | Age
| | Position(s)
|
Michael Pope
| | 41
| | Chief Executive Officer, President and Director
|
Mark Starkey
|
| 49
|
| President
|
Patrick Foley
| | 54
| | Chief Financial Officer
|
Henry (“Hank”) Nance
| | 49
| | Chief Operating Officer
|
Shaun Marklew
|
| 47
|
| Chief Technology Officer
|
James Mark Elliott
| | 70
| | Non-Executive Director
|
Tiffany Kuo
| | 33
| | Non-Executive Director
|
Rudolph F. Crew
| | 71
| | Independent Director (1) (2) (3)
|
Dale Strang
| | 62
| | Independent Director (1) (2) (3)
|
Charles P. Amos
|
| 55
|
| Independent Director (3)
|
R. Wayne Jackson
|
| 65
|
| Independent Director (1) (2)
|
(1)
| Member of the Audit Committee.
|
(2)
| Member of the Compensation Committee.
|
(3)
| Member of the Nominating and Corporate Governance Committee.
|
Set forth below is biographical information about each of the individuals named in the table above:
Michael Pope. Mr. Pope was appointed by our board on March 20, 2020 to serve as our Chief Executive Officer and Chairman. From July 2015 until November 2020, Mr. Pope also served as our president. He has been a director of our Company since September 18, 2014. Mr. Pope served as Managing Director at Vert Capital, a Los Angeles based merchant bank, and its affiliates from October 2011 to October 2016, managing portfolio holdings in the education, consumer products, technology and digital media sectors. Prior to joining Vert Capital, from May 2008 to October 2011, Mr. Pope was Chief Financial Officer and Chief Operating Officerdefinitive proxy statement for the Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real estate and education. Mr. Pope also held positions including senior SEC reporting at Omniture (Nasdaq: OMTR) and Assurance Associate at Grant Thornton. Mr. Pope holds an active CPA license and serves on the boards2024 Annual Meeting of various organizations. Mr. Pope earned his undergraduate and graduate degrees in accounting from Brigham Young University with academic honors. Our board of directors believes Mr. Pope’s industry experience, as well as his extensive finance and operations experience, uniquely position him to lead the Company through our next phase as a company.
Mark Starkey. Mr. Starkey has served as the Company’s President since November 2020, shortly after the Company’s acquisition of Sahara. Mr. Starkey served as CEO of Sahara Presentations since February 2020. Prior to that, from October 2015 until February 2020, Mr. Starkey served as Senior Director, EMEA and head of Sales Strategy for Western Europe at Dell and EMC. From 2004 until 2015, Mr. Starkey worked in senior management roles at Localis UK, an IT integrator, including serving in the positions of Managing Director, Chief Operating Officer and Commercial Director. Mr. Starkey started his career as a Chartered Accountant at Ernst & Young, where he worked from 1994 to 1998. Mr. Starkey received his B.Sc. degree in economics at Brunel University London and is qualified as a Chartered Accountant. We believe Mr. Starkey’s extensive experience in the technology sector will enhance our business as we expand development globally.
Patrick Foley. Mr. Foley has been our Chief Financial Officer in January 2021. Prior to that, from January 2020 until January 2021, Mr. Foley served as Chief Financial Officer of Sahara Presentation Systems Ltd. (“Sahara”), which was acquired by the Company in September 2020. Prior to joining Sahara, Mr. Foley spent 13 years at Arts Alliance Media and 10 years at Universal Pictures, where he served in senior leadership roles. Mr. Foley holds a Master of Science – Strategic Business Management degree from The Manchester Metropolitan University and is a Chartered Management Accountant (ACMA / CGMA). We believe Mr. Foley’s global business experience is a significant asset to Boxlight.
Henry (“Hank”) Nance Mr. Nance has been our Chief Operating Officer since September 18, 2014 and served as our President from September 18, 2014 until July 15, 2015. Mr. Nance began his career with the Boxlight Group in 1999 and has served as the Boxlight Group’s President since 2009. At the Boxlight Group, he developed the Company’s first business-to-consumer division, generating over $12 million in sales within the first 24 months of inception. Shortly thereafter he took over product development, corporate relations, and negotiations for business-to-consumer and business-to-business products. Prior to Mr. Nance’s tenure at the Boxlight Group, he managed commercial and residential construction working in the San Juan Islands, Washington State and Northern California.
Shaun Marklew. Mr. Marklew began serving as our Chief Technology Officer in November, 2020 and was appointed to the position of a Named Executive Officer in July of 2021. Mr. Marklew previously served as Chief Operating Officer of Sahara, where he was employed beginning in February 2012. Mr. Marklew has more than 20 years of experience in the professional audio, visual and interactive technology industry, including more than nine years at Sahara where he was responsible for building the global, multi-award-winning interactive touchscreen and digital signage brand, Clevertouch. Mr. Marklew’s knowledge and passion for technology continues to be the driving force behind the innovation and success of the Clevertouch ecosystem.
James Mark Elliott. Mr. Elliott is a director on our board, a position he has held since 2014. Prior to that, Mr. Elliot served as our Chief Commercial Officer from January, 2020 until January 2021. He previously served as our Chief Executive Officer from September 2014 until January 2020 and has served as a director since September 2014. From 2012 to date, Mr. Elliott has also served as the President of Genesis. From 2005 through 2012, he was the President of Promethean, Inc., a manufacturer and distributor of whiteboards and interactive learning devices and led the team that grew Promethean in the Americas from $5 million
in revenue to $250 million, with over 1,300,000 interactive whiteboards installed around the world. Throughout his career, Mr. Elliott has held senior executive roles, including president, senior vice president or director roles with Apple Computer, Lawson Software, E3 Corporation, PowerCerv Technologies, Tandem Computers, and Unisys/Burroughs. Mr. Elliott received a BBA in Economics from the University of North Georgia and a Master of Science degree in Industrial Management from Georgia Institute of Technology. Based on Mr. Elliott’s position as the chief executive officer of both the Company and Genesis, and his executive level experience in interactive learning devices and computer technology industries, our board of directors believes that Mr. Elliott has the appropriate set of skills to serve as a member of our board of directors.
Tiffany Kuo. Ms. Kuo has been a director of our Company since September 18, 2014. Ms. Kuo has been a General Management Consultant in Strategy and Operations for Deloitte Consulting, LLP in Houston, TX since August 2011. Ms. Kuo graduated from Rice University with a Bachelor of Science and Master of Science in Electrical Engineering in 2011 and is currently in the Sloan Master of Business Administration Program at The Massachusetts Institute of Technology. We believe that Ms. Kuo’s experience in business strategy and operations at Deloitte Consulting, LLP adds value and insight to our board of directors.
Rudolph F. Crew. Dr. Crew has been a director of our Company since April 1, 2015. Since August 2013, Dr. Crew has served as the president of Medgar Evers College. From July 2012 to July 2013, he was the chief education officer at Oregon Education Investment Board, overseeing the PK-16 system. From September 2011 to July 2012, Dr. Crew served as the president of K12 Division at Revolution Prep, a company that offers preparation courses for the SAT and ACT standardized achievement tests. Prior to that, from January 2009 to July 2013, he was a professor at USC Rossier School of Education, teaching graduate school courses. From January 2009 to September 2011, Dr. Crew also served as the president of Global Partnership Schools, an organization offers planning support services and collaborative programs to public schools and school districts. Dr. Crew received his bachelor’s degree in management from Babson College in 1972. He earned his master’s degree in urban education in 1973 and his doctoral degree in educational administration in 1978, both from the University of Massachusetts. We believe that Dr. Crew’s in-depth knowledge and extensive experience in education field make him a valuable member of our board of directors.
Dale Strang. Mr. Strang has been a director of our company since August 10, 2017. He has served as a Senior Vice President of Media Strategy & Operations at Healthline Networks since 2015. Mr. Strang was President and Chief Executive officer of SpinMedia from 2013 to 2015. Mr. Strang was the Chief Executive Officer and President at Viximo from 2010 to 2012. Mr. Strang has over 25 years of media experience with successful businesses including IDG, Ziff-Davis and IGN/Fox Interactive. Mr. Strang has more than 18 years of experience in consumer technology and video game publishing, including 14 years at the senior management level. He served as Executive Vice President and General Manager, Media Division, of IGN Entertainment. In this position, he oversaw advertising sales, marketing and the production of editorial content for all IGN entertainment media properties. We believe Mr. Stang’s experience in business, advertising and marketing will add value and insight to our board of directors.
R. Wayne Jackson. Mr. Jackson has been a director of our company since June 2020. From July 2015 to December 2019, Mr. Jackson served as the Chief Financial Officer of Secureworks Corp. Before joining Secureworks Corp., from May 2003 until June 2015, Mr. Jackson was a partner at PricewaterhouseCoopers, LLP, an independent registered public accounting firm (“PwC”). At PwC, Mr. Jackson was the lead engagement partner for a number of the firm’s largest public company clients before leaving the firm in June 2015. In addition, he served as the global leader of PwC’s Entertainment and Media Group from June 2004 through June 2007. Mr. Jackson also served at PwC in a variety of roles between July 1979 and January 2000, including a partner in its Entertainment, Media and Communications group from 1991 through 1999. From January 2000 to October 2002, Mr. Jackson was Chief Financial Officer and Senior Vice President of Concert Communications Services (“Concert”), a global joint venture created by AT&T Inc. and British Telecommunications plc, two global telecommunications companies. In his role as Chief Financial Officer of Concert, Mr. Jackson was responsible for all finance, treasury, budget, planning and forecast functions for the company. Mr. Jackson is a certified public accountant, and his experiences as an experienced CFO and partner at PwC qualify him as a financial expert.
Charles Amos. Mr. Amos has been a director of our company since June 2020 and is a 30-year veteran of the education market and has served in a number of leadership and board positions over that time. Most recently Mr. Amos served as the CEO of GuideK12, a K-12 education focused data analytics company from June 2012 to February of 2020. GuideK12 was acquired by Forecast 5 in February of 2020. He has been CEO of The Amos Group since August of 2007. Prior to 2008, Mr. Amos served as the CEO and Chairman of Atomic Learning (now called Hoonuit), as well as serving in sales leadership positions at Apple and EdTech, LLC. Mr. Amos received a B.S. in Business with an emphasis on finance. Mr. Amos’ 30 years of experience in the US and international
K-12 market and his long track record as a successful entrepreneur makes him ideally suited to and valued as a member of our board of directors.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No executive officer or director has been involved in the last ten years in any of the following:
| ●
| Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
| ●
| Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
| ●
| Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
| ●
| Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
| ●
| Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
|
| ●
| Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Board of Directors
All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis.
Director Independence
As of the date of this Annual Report, Dr. Rudy Crew and Messrs. Dale Strang, Charles P. Amos and R. Wayne Jackson are our independent directors. As a Nasdaq listed company, we believe that the foregoing directors satisfy the definition of “Independent Director” under Nasdaq Rule 5605(a)(2). In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable NASDAQ rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
Board Committees
Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters are available on our website at www.boxlightcorp.com. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.
Board Leadership Structure and Role in Risk Oversight
Mr. Pope holds the positions of Chief Executive Officer and Chairman of the Board of the Company. The Board believes that Mr. Pope’s services as Chief Executive Officer and Chairman of the Board is in the best interest of the Company and its shareholders. Mr. Pope possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us in our business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our shareholders, employees and customers.
The board has not designated a lead independent director. The independent directors can call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead independent director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors.
Corporate Governance
Audit Committee
According to its charter, the Audit Committee is to consist of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements under Nasdaq rules, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). A copy of our Audit Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com. At present, the Audit Committee members consist of Mr. Jackson, Mr. Strang and Dr. Crew. All members of the Audit Committee are independent directors. The Audit Committee will assist the Board by overseeing the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices. The Audit Committee is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating the engagement of, the independent auditors, annually reviewing the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approving audit and non-audit services to be performed by the auditors and related fees. Our Board had previously determined Mr. Jackson meets the requirements of being an “audit committee financial expert,” as defined by the rules and regulations of the SEC, and, as a result, he serves as Chair of the Audit Committee.
Compensation Committee
The Compensation Committee members are Mr. Strang, Mr. Jackson and Dr. Crew, with Mr. Strang serving as Chair of the Compensation Committee. The Compensation Committee makes recommendations to the board concerning salaries and incentive compensation for our officers, including our principal executive officer, and employees and administers our stock option plans. A copy of our Compensation Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee members are Mr. Amos, Dr. Crew and Mr. Strang, with Mr. Amos serving as Chair of the Corporate Governance and Nominating Committee. All members of the Corporate Governance and Nominating Committee are independent directors. The Corporate Governance and Nominating Committee assists the board in identifying qualified individuals to become board members, in determining the composition of the board and in monitoring the
process to assess Board effectiveness. A copy of our Corporate Governance and Nominating Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board
We do not currently have a procedure by which security holders may recommend nominees to the board. Prior to the listing of our common stock on Nasdaq, as a private company with a limited shareholder base, we did not believe that it was important to provide such a procedure. However, we may consider implementing such a policy at some time in the future.
Director Qualifications
The Board of Directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the Board that are applicable to directors and there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Corporate Governance and Nominating Committee considers the qualifications of director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.
In its assessment of each potential candidate, including those recommended by the stockholders, the Corporate Governance and Nominating Committee will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in light of the current needs of the board. The Corporate Governance and Nominating Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company, evaluate the business experience, specialized skills and experience of director candidates. Diversity of background including diversity of race, ethnicity, international background, gender and age may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be made available on the Corporate Governance section of our website, which is located at www.boxlight.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting
requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2021, except for the following:
| | | | | | |
Name
| | Late Reports
| | Transactions Covered
| | Number of Shares
|
Michael Ross Pope
| | Form 4
| | Common Stock
| | 875,245
|
| | Form 4
| | Common Stock
| | 3,500
|
| | Form 4
| | Common Stock
| | 4,000
|
| | Form 4
| | Common Stock
| | 490,964
|
| | Form 4
| | Common Stock
| | 163,637
|
|
|
| | Stock Options
| | 494,069
|
Roger Wayne Jackson
| | Form 4
| | Conversion of RSUs into Common Stock
| | 13,587
|
|
|
| | Conversion of RSUs into Common Stock
| | 13,587
|
| | Form 4
| | Conversion of RSUs into Common Stock
| | 13,587
|
| | Form 4
| | Common Stock
| | 18,440
|
|
|
| | Conversion of RSUs into Common Stock
| | 13,587
|
Charles P. Amos
| | Form 4
| | Conversion of RSUs into Common Stock
| | 13,587
|
|
|
| | Conversion of RSUs into Common Stock
| | 13,587
|
| | Form 4
| | Conversion of RSUs into Common Stock
| | 13,587
|
| | Form 4
| | Common Stock
| | 18,440
|
|
|
| | Conversion of RSUs into Common Stock
| | 13,587
|
Mark Starkey
| | Form 4
| | Conversion of RSUs into Common Stock
| | 12,500
|
|
|
| | Common Stock
| | 10,000
|
|
|
| | Common Stock
| | 10,000
|
| | Form 4
| | Conversion of RSUs into Common Stock
| | 12,500
|
| | Form 4/A
| | Conversion of RSUs into Common Stock
| | 12,500
|
|
|
| | Common Stock
| | 11,750
|
|
|
| | Common Stock
| | 10,000
|
|
|
| | Common Stock
| | 10,000
|
| | Form 4/A
| | Conversion of RSUs into Common Stock
| | 12,500
|
| | Form 4/A
| | Common Stock
| | 5,875
|
|
|
| | Common Stock
| | 20,000
|
| | Form 4
| | Conversion of RSUs into Common Stock
| | 12,500
|
|
|
| | Common Stock
| | 5,875
|
|
|
| | Common Stock
| | 27,000
|
| | Form 4
| | Conversion of RSUs into Common Stock
| | 12,500
|
|
|
| | Common Stock
| | 5,875
|
Rudolph F. Crew
| | Form 4
| | Common Stock
| | 3,600
|
| | Form 4
| | Common Stock
| | 17,297
|
Dale Strang
| | Form 4
| | Common Stock
| | 23,063
|
|
|
| | Common Stock
| | 20,000
|
|
|
| | Common Stock
| | 20,000
|
|
|
| | Common Stock
| | 5,000
|
|
|
| | Stock Options
| | 20,000
|
Tiffany Kuo
| | Form 4
| | Common Stock
| | 23,063
|
Henry “Hank” Nance
| | Form 4
| | Common Stock
| | 2,000
|
|
|
|
|
|
|
|
James Mark Elliott
| | Form 4
| | Common Stock
| | 24,476
|
|
|
| | Common Stock
| | 100,000
|
|
|
| | Common Stock
| | 100,000
|
|
|
| | Stock Options
| | 100,000
|
Patrick Foley
| | Form 3
| | Common Stock
| | 200,000
|
| | Form 4
| | Common Stock
| | 11,750
|
|
|
| | Common Stock
| | 5,875
|
|
|
| | Common Stock
| | 5,875
|
| | Form 4
| | Common Stock
| | 5,875
|
Shaun Marklew
| | Form 5
| | Common Stock
| | 188,250
|
|
|
| | Common Stock
| | 5,875
|
|
|
| | Common Stock
| | 5,875
|
|
|
| | Series B Preferred Stock
| | 195,740
|
|
|
| | Series C Preferred Stock
| | 163,117
|
| | Form 4
| | Common Stock
| | 5,875
|
*All reference to RSUs refer to restricted stock units, which are periodically convertible into the Company’s Class A common stock upon achievement of certain vesting conditions. All references to Common Stock refer to the Company’s Class A common stock.
ITEM
11.11 EXECUTIVE COMPENSATION
The
following table sets forth information
regarding the total compensation receivedrequired by
or earned by, our Chief Executive Officer, our President, our Chief Operating Officer, our Chief Financial Officer and our Chief Information Officer (collectively, the “named executive officers”) during the years ended December 31, 2021 and 2020. | | | | | | | | | | | | |
| | | | | | Bonus | | Stock | | Option | | |
Name & Principal Position | | Year | | Salary ($) | | Award ($) | | Awards ($) | | Award ($) | | Total ($) |
Michael Pope, Chief Executive Officer | (1) | 2021 | | 300,000 | | 300,000 | (13) | — | | 2,468,191 | (14) | 3,068,178 |
| | 2020 | | 274,111 | | 300,000 | (12) | — | | 400,601 | (5)(6)(8) | 974,712 |
| | | | | | | | | | | | |
James Mark Elliott, Former Chief Executive Officer (2) | | 2021 | | 58,692 | | — | | — | | 70,000 | (15) | 128,692 |
| | 2020 | | 123,369 | | — | | — | | 134,213 | (6)(7) | 257,852 |
| | | | | | | | | | | | |
Mark Starkey, President (3) | | 2021 | | 280,351 | | 188,962 | | — | | — | | 469,313 |
| | 2020 | | 71,233 | | 32,942 | | — | | 332,000 | (10) | 436,175 |
| | | | | | | | | | | | |
Henry Nance, Chief Operating Officer | | 2021 | | 379,022 | | — | | — | | — | | 379,022 |
| | 2020 | | 200,850 | | 180,000 | (12) | — | | 324,143 | (6)(8) | 704,981 |
| | | | | | | | | | | | |
Patrick Foley, Chief Financial Officer | (4) | 2021 | | 274,203 | | 120,249 | | — | | — | | 394,452 |
| | 2020 | | 62,027 | | — | | — | | 332,000 | (10) | 394,027 |
| | | | | | | | | | | | |
Takesha Brown, Chief Financial Officer | (4) | 2021 | | 14,152 | | — | | — | | — | | 14,152 |
| | 2020 | | 169,950 | | — | | — | | 176,900 | (9) | 346,850 |
| | | | | | | | | | | | |
Shaun Marklew, Chief Technology Officer | (11) | 2021 | | 274,367 | | 120,249 | | — | | — | | 394,616 |
| | 2020 | | 239,514 | | 49,400 | | — | | — | | 288,914 |
| (1)
| Mr. Pope was appointed to the position of Chief Executive Officer and Chairman on March 20, 2020. He has served as an executive officer since July 15, 2015 and a director since September 18, 2014.
|
| (2)
| Mr. Elliott served as our Chief Executive Officer until January 2020, at which time he stepped down to assume a part-time position with the Company while continuing his role as a director. He is now retired as an employee but continues to serve as a director.
|
| (3)
| Mr. Starkey was appointed as President of the Company in November 2020. Prior to that, Mr. Starkey had served as President of Sahara from February 2020 until November 2020 and Senior Director, EMEA and head of Sales Strategy for Western Europe at Dell and EMC from October 2015 through February 2020.
|
| (4)
| Mr. Foley was appointed as Chief Financial Officer in January 2021, replacing Ms. Brown, whose previously announced resignation was effective at the same time. Ms. Brown’s resignation was for personal reasons and not as the result of disagreements between Ms. Brown and the Company on any matter relating to the Company’s operations, policies or practices. Prior to his appointment as Chief Financial Officer, Mr. Foley served as Chief Financial Officer of Sahara from January 2020 until January 2021.
|
| (5)
| On March 20, 2020, the Company granted 186,484 restricted common shares. These shares vested over a one-year period and had an aggregated fair value of approximately $76,000.
|
| (6)
| On January 2, 2020, the Company granted 100,000 options with an exercise price of $1.15, a term of five years and vesting over a one-year period. The options had a fair value of approximately $88,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.
|
| (7)
| On January 13, 2020, the Company granted 50,000 options with an exercise price of $1.20, a term of five years and vesting over a one-year period. The options had a fair value of approximately $46,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.
|
| (8)
| On April 15, 2020, the Company granted 400,000 options with an exercise price of $0.70, a term of five years and vesting over a four-year period. The options had a fair value of approximately $236,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.
|
| (9)
| On April 15, 2020, the Company granted 300,000 options with an exercise price of $0.70, a term of five years and vesting over a four-year period. The options had a fair value of approximately $177,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.
|
| (10)
| On September 25, 2020, the Company granted 200,000 restricted stock units. These shares vested over a four-year period and had an aggregated fair value of approximately $332,000.
|
| (11)
| On January 2, 2019, the Company granted 100,000 options with an exercise price of $1.30, a term of five years and vesting over a one-year period. The options had a fair value of approximately $111,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.
|
| (12)
| Bonus was earned in calendar year 2020 and paid in 2021.
|
| (13)
| 2021 bonus has not yet been paid.
|
(14) On March 20, 2021, the Company granted 875,245 restricted stock units that vest over a one-year period and had an aggregate fair value of approximately $2,500,000.
| (15)
| On February 24, 2021, the Company granted Mr. Elliott, in his role as a member of the Board of Directors, was granted 24,476 shares of restricted common stock with an aggregate value of approximately $70,000.
|
Employment Agreements
We have entered into employment agreements with Messrs. Pope, Starkey, Foley, Nance and Marklew, the terms of which are set forth below. In addition, we had entered into employment agreements with Mr. Elliott and Ms. Brown, prior to their resignations in January 2020 and January 2021, respectively.
Michael Pope
The Company entered into an employment agreement with Mr. Pope dated as of November 30, 2017, pursuant to which Mr. Pope shall receive a base salary of $195,000 per year and shall, upon evaluation of his performance and at the discretion of the Company’s Chief Executive Officer, be awarded a cash bonus in the amount of $25,000 on a quarterly basis commencing on the quarter ending December 31, 2017. In addition to (and not in lieu of) the base salary, the Company shall grant Mr. Pope employee stock options to purchase up to 100,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on January 31, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan.
On March 20, 2020, the Company entered into an amended and restated employment agreement with Mr. Pope, pursuant to which Mr. Pope was appointed to the position of Chief Executive Officer, President and Chairman. Under the amended and restated employment agreement, Mr. Pope will receive a base salary of $300,000 per year, up to $600,000 in an annual performance bonus in the event he achieves certain performance goals as set by the Board of Directors, and 186,484 shares of Class A common stock of the Company, which shares will vest in equal installments over 12 months. On each anniversary of Mr. Pope’s employment, he will receive an additional equity grant equal to 1% of the outstanding common stock of the Company, on a fully diluted basis, that will vest over 12 months.
On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a new employment (the “New Employment agreement”) agreement with Mr. Pope, extending the term of his employment with the Company. Under the terms of the
New Employment Agreement, Mr. Pope will receive based compensation of $400,000 per year, eligibility for an annual performance bonus of between $350,000 to $525,000 depending on the achievement of certain performance goals established by the board of directors, along with a grant of 163,637 Restricted Stock Units, valued at approximately $180,000, and $420,000 in the form of options to purchase Class A Common Stock, both of which are valued using the Black-Scholes Model with the Company’s customary inputs. Mr. Pope will also continue to be eligible to participate in customary fringe benefit plans and programs, as may be generally available to senior executives of the Company from time to time. The New Employment Agreement continues through December 31, 2024 (the “Initial Term”), which Initial Term may be renewed or extended by mutual agreement of the Company and Mr. Pope. The New Employment Agreement supersedes in its entirety the terms of the prior employment agreements between Mr. Pope and the Company dated November 30, 2017 and March 20, 2020.
Mr. Pope’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement; provided, that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate his employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).
James Mark Elliott
The Company entered into an amended and restated employment agreement with Mr. Elliott, dated January 13, 2020 pursuant to which Mr. Elliott shall receive a base salary of $120,000 per year and shall, upon evaluation of his performance by the Company’s CEO, be eligible for an annual cash bonus of $50,000. In addition to (and not in lieu of) the Base Salary, the Corporation shall grant to the Mr. Elliott stock options (vesting in equal monthly installments over a one-year period commencing on January 13, 2020 (the “Grant Date”), entitling the Mr. Elliott to purchase shares of Common Stock of the Corporation which shall represent Fifty Thousand (50,000) shares, pursuant to the Corporation’s 2014 Stock Incentive Plan (the “2014 Plan”). The exercise price for each of the stock option grantsthis item will be included in our definitive proxy statement for the closing market price on the grant date. Upon termination, the Employee has one year from the termination date to exercise any vested options. Mr. Elliott resigned from his position in January 2020, at which time he stepped down to assume a part-time position with the company while continuing his role as director.
Mr. Elliott’s employment agreement also contained confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration2024 Annual Meeting of his employment agreement; provided, that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate him employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).
Mark Starkey
Mr. Starkey is compensated pursuant to the terms of his employment agreement with Sahara, originally dated, as amended by a deed of variation, dated September 24, 2020 (the “Deed of Variation”), Mr. Starkey receives annual compensation of £200,000, a quarterly bonus of £12,500 if he meets 90% of a gross profit target and £25,000 if he achieves 100% of the gross profit target, as such gross profit target may be set by the Corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £100,000. Mr. Starkey is entitled to 27 days of vacation, a company vehicle,Stockholders and is required to provide the Corporation with 12 months’ advance notice prior to resignation.
Patrick Foley
Mr. Foley is compensated pursuant to the terms of his employment agreement with Sahara Presentation Systems, originally dated April 7, 2020 (the “Foley Employment Agreement”), as amendedincorporated by a deed of variation, dated September 24, 2020 (the “Foley Deed of Variation”), Mr. Foley receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000. Mr. Foley is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide six months’ advance notice prior to resignation.
Henry “Hank” Nance
The Company entered into an employment agreement with Mr. Nance, dated as of November 30, 2017, pursuant to which Mr. Nance shall receive a base salary of $195,000 per year and shall, upon evaluation of his performance and at the discretion of the
Company’s chief executive officer, be awarded a cash bonus in the amount of $25,000 on a quarterly basis commencing on the quarter ending December 31, 2017. In addition to (and not in lieu of) the base salary, the Company shall grant Mr. Nance employee stock options to purchase up to 200,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on January 31, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan.
Mr. Nance’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement; provided that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate his employment prior to the expiration of the term of the agreement for reasons other than cause (as defined in the employment agreement).
Takesha Brown
The Company entered into an employment agreement with Ms. Brown, dated as of March 19, 2018, pursuant to which Ms. Brown shall receive a base salary of $165,000 per year and shall, upon evaluation of her performance and at the discretion of the Company’s chief executive officer, be awarded a cash bonus in the amount of $12,500 on a quarterly basis commencing on the quarter ending June 30, 2018. In addition to (and not in lieu of) the base salary, the Company shall grant Ms. Brown employee stock options to purchase up to 35,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on March 19, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan. On February 26, 2020, the Company entered into an amended and restated employment agreement with Ms. Brown pursuant to which she received a base salary of $170,000.
Ms. Brown’s agreement contained standard confidentiality, non-competition and non-solicitation covenants that continue during and for two years following the expiration of her employment agreement; provided, that such restrictive covenants expire immediately if we breach her employment agreement or, in nine months, if we elect to terminate her employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement). Ms. Brown tendered her resignation effective January 14, 2021, at which time Mr. Foley assumed his appointment as the Company’s Chief Financial Officer. Ms. Brown’s resignation was for personal reasons and not as the result of disagreements between Ms. Brown and the Company on any matter relating to the Company’s operations, policies or practices.
Shaun Marklew
Mr. Marklew, originally Chief Operating Officer of Sahara, is compensated pursuant to the terms of his employment agreement with Sahara. Under his employment agreement, dated January 1, 2019, as amended by a deed of variation, dated September 24, 2020. Mr. Marklew receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the Company’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000. Mr. Marklew is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide the six months’ advance notice prior to resignation.
Outstanding Equity Awards at Fiscal Year End
The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2021 All share amounts and exercise prices in the following table reflects stock splits after grant date.
| | | | | | | | | | |
| Option Awards | Stock Awards |
Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securiteis underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
Michael Pope | January 2, 2018, January 2, 2019, January 2, 2020, April 15, 2020 | 466,667 | 233,333 | - | $0.70 - $5.01 | January 2, 2023, January 2, 2024, January 2, 2025, April 15, 2025 | - | - | 218,811 | 301,959 |
Patrick Foley | | - | - | - | | | - | - | 137,500 | 189,750 |
Takesha Brown | Febraury 14, 2018, March 19, 2018, April 4, 2019, April 15, 2020 | 134,375 | - | - | $0.70 - $5.60 | February 14, 2023, March 19, 2023, April 4, 2023, and April 15, 2025 | - | - | | |
Mark Starkey | | - | - | - | | | - | - | 137,500 | 189,750 |
Henry "Hank" Nance | November 30, 2017, December 31, 2017, January 2, 2018, January 2, 2019, January 2, 2020, April 15, 2020 | 710,687 | 233,333 | - | $0.70 - $7.00 | September 18, 2019, September 18, 2019, January 2, 2023, January 2, 2024, January 2, 2025, and April 15, 2025 | - | - | | |
Shaun Marklew | | | | - | | | - | - | 137,500 | 189,750 |
Director Compensation
We reimburse all members of our board of directors for their direct out of pocket expenses incurred in attending meetings of our board. This table summarizes the compensation paid to each of our non-executive directors and independent directors during the fiscal year ended December 31, 2021 who served in such capacity at any time during such fiscal year.
| | | | | | |
Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | Total($) |
Rudolph F. Crew | | - | | 65,960.18 | | 65,960.18 |
James Mark Elliott | | - | | 65,960.18 | | 65,960.18 |
Dale Strang | | - | | 65,960.18 | | 65,960.18 |
Tiffany Kuo | | - | | 65,960.18 | | 65,960.18 |
Charles P. Amos | | - | | 52,738.40 | | 52,738.40 |
R. Wayne Jackson | | - | | 52,738.40 | | 52,738.40 |
Director Compensation Arrangements
Rudolph F. Crew
Dr. Crew was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.
James Mark Elliott
Mr. Elliott was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.
Dale Strang
Mr. Strang was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.
Tiffany Kuo
Ms. Kuo was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.
Charles P. Amos
On June 30, 2020, Mr. Amos entered into a letter agreement with the Company pursuant to which he would annually receive $50,000 of the Company’s restricted stock units (“RSUs”), which will vest quarterly over a one-year period, pursuant to the company’s 2014 Equity Incentive Plan. On February 24, 2021, he was granted 18,440 RSUs which vest in substantially equal quarterly installments over on year.
R. Wayne Jackson
On June 30, 2020, Mr. Jackson entered into a letter agreement with the Company pursuant to which he would annually receive $50,000 of the Company’s RSUs, which will vest quarterly over a one-year period, pursuant to the company’s 2014 Equity Incentive Plan. On February 24, 2021, Mr. Jackson was granted 18,440 RSUs which vest in substantially equal quarterly installments over one year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, asinformation required by this item will be included in our definitive proxy statement for the 2024 Annual Meeting of
March 31, 2022, certain information with respect to the beneficial ownership of our Class A common stock, by each beneficial owner of more than 5% of the Company’s Class A common stock, each director and each named executive officer and all directors and executive officers of the Company as a group, except as qualified by the information set forth in the Footnotes to this table. As of March 31, 2022, 65,522,438 shares of our Class A common stock were issued and outstanding.Unless otherwise indicated, the address for each of the selling shareholders named below is c/o Boxlight Corporation, 1045 Progress Circle, Lawrenceville, Georgia 30043.
| | | | | |
| | Number of | | | |
Name of Beneficial Stockholder | | Shares Owned | | % Owned ** | |
Named Executive Officers | | | | | |
Michael Pope (1) | | 2,245,582 | | 3.43 | % |
Mark Starkey (2) | | 286,750 | | * | |
Henry F. Nance (3) | | 1,168,761 | | 1.78 | |
Patrick Foley (4) | | 264,750 | | * | |
Shaun Marklew (5) | | 264,750 | | * | |
Directors | | | | | |
James Mark Elliott (6) | | 764,457 | | 1.17 | |
Rudolph F. Crew (7) | | 186,620 | | * | |
Dale Strang (8) | | 362,453 | | * | |
Tiffany Kuo (9) | | 337,453 | | * | |
Charles P. Amos (10) | | 130,928 | | * | |
R. Wayne Jackson (11) | | 130,928 | | * | |
All Directors and Officers as a group | | 6,143,432 | | 9.38 | % |
| | | | | |
Beneficial Owners of 5% or More of our Outstanding Common Stock | | — | | | |
**
| calculated based on 65,522,438 shares of Class A common stock outstanding as of March 31, 2022.
|
(1)
| Michael Pope is our Chief Executive Officer. His holdings include 505,392 shares of Class A Common Stock issuable upon exercise of stock options. His holdings include 9,248 RSUs that will vest and be converted into 9,248 shares of Class A Common Stock within 60 days as well as 841,020 shares which remain subject to certain vesting conditions and assume continuous employment of Mr. Pope.
|
(2)
| Mark Starkey is our President. His holdings include 6,250 RSUs that will vest and be converted into 6,250 shares of Class A Common Stock within 60 days, as well as 218,750 RSUs which remain subject to vesting conditions and assume continuous employment of Mr. Starkey.
|
(3)
| Henry F. Nance is our Chief Operating Officer. His holdings include 122,741 shares of Class A Common Stock and 652,354 Class A Common Stock issuable upon exercise of a stock option. Includes 591,666 shares which remain subject to vesting conditions and assume continuous employment of Mr. Nance.
|
(4)
| Patrick Foley is our Chief Financial Officer. His holdings include 6,250 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 6250 shares of Class A Common Stock within 60 days, as well as 218,750 shares which remain subject to certain vesting conditions and assume continuous employment of Mr. Foley.
|
(5)
| Shaun Marklew is our Chief Technology Officer. His holdings include 6,250 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 6,250 shares of Class A Common Stock within 60 days, as well as 218,750 shares which remain subject to certain vesting conditions and assume continuous employment of Mr. Marklew.
|
(6)
| James Mark Elliott is a Director and our former Chief Executive Officer. His holdings include 124,476 shares of Class A Common Stock and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days and 577,675 shares of Class A Common Stock issuable upon exercise of a fully vested stock options.
|
(7)
| Rudolph F. Crew is a Director on our Board of Directors. His holdings include 23,063 shares of Class A Common Stock, 63,751 shares of Class A Common Stock issuable upon exercise of stock options, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 90,116 shares which remain subject to certain vesting conditions.
|
(8)
| Dale Strang is a Director on our Board of Directors. His holdings include Includes 177,084 Class A Common Stock issuable upon exercise of a stock option, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 152,616 shares which remain subject to certain vesting conditions.
|
(9)
| Tiffany Kuo is a Director on our Board of Directors. Her holdings include 106,250 Class A Common Stock issuable upon exercise of stock options, and restricted stock units of which will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 152,616 shares which remain subject to vesting conditions.
|
(10)
| Charles P. Amos is a Director on our Board of Directors. His holdings include 72,788 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 9,960 shares of Class A Common Stock within 60 days, subject to certain vesting conditions, as well as 48,450 shares which remain subject to certain vesting conditions.
|
(11) R. Wayne Jackson is a Director on our Board of Directors. His holdings include 72,788 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, subject to certain vesting conditions, as well as 48,450 shares which remain subject to certain vesting conditions.
The following table provides information as of December 31, 2021 with respect to shares of the Company’s Class A common stock that may be issued under the Company’s equity compensation plans:
EQUITY COMPENSATION PLAN INFORMATION
| | | | | | |
| | | | | | Number of securities |
| | | | | | remaining available |
| | | | | | for future issuance |
| | Number of Securities | | | | under equity |
| | to be issued upon | | Weighted-average | | compensation plans |
| | exercise of | | exercise price of | | (excluding securities |
| | outstanding options, | | outstanding options, | | reflected in column |
Plan Category | | warrants and rights | | warrants and rights | | (a)) |
| | (a) | | (b) | | (c) |
Equity compensation plans approved by the security holders (1) | | 6,467,041 | | 2.02 | | 3,249,084 |
Equity compensation plans not approved by security holders | | 1,674,313 | | 1.66 | | — |
Total | | 8,141,354 | | | | 3,249,084 |
| (1)
| Includes 6,390,438 shares available for issuance under the Company’s 2014 Equity Incentive Plan and 5,000,000 shares available for issuance under the Company’s 2020 Equity Incentive Plan.
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled
The information required by
this item will be included in our
Chief Executive Officer, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement. Under the Management Agreement, which will become effective as of the first day of the same month that Mr. Pope’s employment with the Company terminates and has a term of 13 months, Mr. Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As considerationdefinitive proxy statement for the
services provided, the Company will pay a management fee equal to 0.375%2024 Annual Meeting of
the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A Common Stock of the Company.On June 21, 2018, the Company issued a warrant to purchase 270,000 Class A Common Stock to an entity wholly owned by Mr. Pope. The warrant has an exercise price is $0.42 per share. On June 3, 2021, August 19, 2021 and December 29, 2021, Mr. Pope exercised warrants to purchase 30,000, 75,000 and 195,000 shares of common stock, respectively, constituting full exercise of the warrant.
Policies and Procedures for Related Party Transactions
Our Audit Committee Charter provides that our Audit Committee will be responsible for reviewing and approving in advance any related party transaction. Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
Stockholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table represents fees for professional audit servicesinformation required by this item will be included in our definitive proxy statement for the audit2024 Annual Meeting of the Company’s annual financial statements for the fiscal years ended December 31, 2021 and 2020, respectively, rendered by Dixon Hughes Goodman LLP. Stockholders.
The independent registered public accounting firm is
Dixon Hughes GoodmanFORVIS, LLP (PCAOB Firm ID No.
57)686) located in Atlanta, Georgia.
| | | | | | |
| | Fiscal year ended December 31, |
| | 2021 | | 2020 |
Audit fees 1 | | $ | 635,750 | | $ | 458,800 |
Audit-related fees 2 | | | 149,684 | | | 200,811 |
Tax fees 3 | | | 147,940 | | | — |
Total fees | | $ | 933,374 | | $ | 659,611 |
| 1.
| Audit fees consist of fees for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Form 10-K and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
|
| 2.
| Audit-related fees consist primarily of fees for assurance and related services by the accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements.
|
| 3.
| Tax fees include the preparation of federal tax returns as well as tax planning and consultation on new tax legislation, regulations, rulings, and developments.
|
Audit Committee Pre-Approval Policies
The Audit Committee is tasked with pre-approving any non-audit services proposed to be provided to the Company by the independent auditors.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Schedule II
Valuation and Qualifying Accounts
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Additions | | | | |
| Balance at
beginning of
period | | Charge
(Credit) to
Cost and
Expense | | Charged to
Other
Accounts(a) | | Deductions (b) | | Balance at
end of
period |
| Year Ended December 31, 2022 | | | | | | | | | |
| Allowance for doubtful accounts | $ | 405 | | | $ | 239 | | | $ | | | | $ | 230 | | | $ | 414 | |
| Total allowance deducted from assets | $ | 405 | | | $ | 239 | | | $ | - | | | $ | 230 | | | $ | 414 | |
| | | | | | | | | |
| Year Ended December 31, 2023 | | | | | | | | | |
| Allowance for credit losses | $ | 414 | | | $ | 9 | | | $ | 76 | | | $ | 78 | | | $ | 421 | |
| Total allowance deducted from assets | $ | 414 | | | $ | 9 | | | $ | 76 | | | $ | 78 | | | $ | 421 | |
(a)The Company adopted the new standard using a modified retrospective transition approach, with the cumulative impact being charged to Retained Earnings.(b)Write-offs, net of recoveries
(a) Financial Statements
We have filed the financial statements in Item 8. Financial Statements and Supplementary Data as a part of this Annual Report.
(b) Exhibits
The following is a list of all exhibits filed or incorporated by reference as part of this Annual Report
| | | | | | | | | | | | | | |
| | | | |
| 4.3 | |
| Operating Agreement of EOSEDU, LLC, dated September 17, 2018, by and between the Boxlight Corporation and EOSEDU, LLC dated September 17, 2018 (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-226068) filed on September 24, 2018). | | |
|
|
|
| |
4.4 | |
| Form of Certificate of Designations for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 25, 2020).
| | |
| | | | |
| 4.5 | |
| Form of Certificate of Designations for Series C Convertible Preferred Stock (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 25, 2020).
| | |
| | | | |
| 4.6 | |
| Form of Amended and Restated Certificate of Designations for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the period ended September 30, 2020). | | |
|
|
|
| |
4.7 | |
| Form of Amended and Restated Certificate of Designations for the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q for the period ended September 30, 2020). | | |
|
|
|
| |
4.8 | |
| Form of Warrant, dated December 31, 2021, issued to WhitehawkWhiteHawk Finance LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed January 5, 2022). | | |
|
|
|
| |
4.9 | |
| Description of Securities.(Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed March 16, 2023). | | |
|
|
|
| |
10.1
4.10 | |
| 2014 Stock Incentive PlanForm of Pre-Funded Warrant, dated July 22, 2022, issued to an accredited institutional investor (incorporated by reference to Exhibit 10.94.1 to the Registration StatementCurrent Report on Form S-1 (Reg. No.333-2048111)8- K filed on June 9, 2015)July 26, 2022).
| | |
|
|
|
| |
10.2
4.11 | | | | |
| | | | |
| 10.1 | | | | |
|
|
|
| |
10.3
10.2 | |
| Share Purchase Agreement, dated as of May 10,2016 by and among Boxlight Holdings, Inc., Boxlight Corporation, Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. Boxlight Latinoamerica, Servicios S.A. DE C.V. Everest Display Inc. and Guang Feng International Ltd. (incorporated by reference to Exhibit 10.1 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on May 13, 2016.
| | |
| 10.4
|
| Employment Agreement, dated November 30, 2017, by and between Boxlight Corporation and James Mark Elliott (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed April 2, 2018).
| |
10.3
| |
|
|
10.5
|
| Employment Agreement, dated November 30, 2017, by and between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed April 2, 2018).
|
|
|
|
10.6
|
| Employment Agreement, dated November 30, 2017 by and between Boxlight Corporation and Sheri Lofgren (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed April 2, 2018).
|
|
|
|
10.7
|
| Employment Agreement, dated November 30, 2017 by and between Boxlight Corporation and Henry Nance (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed April 2, 2018).
|
|
|
|
10.8
|
| $2,000,000 Convertible Promissory Note of Boxlight Corporation to Mimio Holdings, dated as of April 1, 2016 (Incorporated by reference to Exhibit 10.14 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on May 13, 2016). | | |
|
|
|
| |
10.9
10.4 | |
| Agreement, dated December 2015 by and between Loeb & Loeb LLP and Boxlight Corporation (incorporated by reference to Exhibit 10.38 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on December 28, 2015).
|
|
|
|
10.10
|
| Amendment No. 2 to Membership Interest Purchase Agreement, effective June 30, 2016 among Skyview Capital, LLC, Mimio LLC, MIM Holdings, LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.30 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on December 15, 2016). | | |
|
|
|
| |
| | | | | | | | | | | | | | |
10.11
10.5 | |
| Amendment No. 3 to Membership Interest Purchase Agreement, effective August 3, 2016 among Skyview Capital, LLC, Mimio LLC, MIM Holdings, LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.34 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on August 12, 2016). | | |
|
|
|
| |
10.12
10.6 | |
| Promissory Note, issued June 3, 2016 between Boxlight, Inc. and AHA Inc. Co Ltd. (Incorporated by reference to Exhibit 10.32 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on July 11, 2016). | | |
|
|
|
| |
10.13
10.7 | |
| Form of Loan and Security Agreement with Hitachi Capital America Corp (incorporated by reference to Exhibit 10.33 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on August 12, 2016). | | |
|
|
|
| |
10.14
10.8 | |
| Loan and Security Agreement, dated September 28, 2016, between Boxlight Inc., Crestmark Bank and Mimio LLC (incorporated by reference to Exhibit 10.35 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on January 12, 2017). | | |
|
|
|
| |
10.15
10.9 | |
| Amendment 1 to Share Purchase Agreement and Option Agreement, dated May 10, 2016 by and Among Everest Display, Inc., GuangFeng International, Ltd., Boxlight Holdings, Boxlight Corporation, Boxlight Inc., Boxlight Latinoamerica S.A. and Boxlight Latinoamerica Servicios, S.A. DE C.V. (incorporated by reference to Exhibit 10.36 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on October 28, 2016). | | |
|
|
|
| |
10.16
10.10 | |
| Subscription Agreement between K Laser International Co., Ltd. And Boxlight Corporation for $1,000,000 equity investment at $5.60 per share (incorporated by reference to Exhibit 10.37 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on October 28, 2016). | | |
|
|
|
| |
10.17
10.11 | |
| $2,000,000 Convertible Promissory Note, dated September 29,2016 between Boxlight Corporation and Everest Display, Inc. (incorporated by reference to Exhibit 10.38 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on October 28, 2016).
| | |
| 10.18
| | | |
| 10.12 | |
| Notice of Default dated December 28, 2015 – Skyview Capital (incorporated by reference to Exhibit 10.39 in the Registration Statement on Form S-1 (Reg. No. 333-204811) filed on January 12, 2017).
| | |
| 10.19
| | | |
| 10.13 | |
| Account Sale and Purchase Agreement, dated September 5, 2017 between Sallyport Commercial Finance LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2017). |
| |
|
| 10.20
|
| Employment Agreement, dated March 19, 2018 by and between Boxlight Corporation and Takesha Brown (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 21, 2018).
| |
10.14
| |
|
|
10.21
|
| Stock Purchase Agreement and Exhibits, date May 9, 2018 among Boxlight Corporation, Cohuborate Ltd. and the shareholders of Cohuborate, Ltd. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 (Reg. No. 333-226068) filed on July 5, 2018). | | |
|
|
|
| |
10.22
10.15 | |
| $500,000 Promissory Note, dated May 16, 2018, from Boxlight Corporation to Harbor Gates Capital, LLC (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (Reg. No. 333-226068) filed on July 5, 2018). | | |
|
|
|
| |
10.23
10.16 | |
| Membership Interest Purchase agreement, dated as of September 17, 2018, by and among the Boxlight Corporation, Daniel Leis, Aleksandra Leis and EOSEDU, LLC (incorporated by reference to Exhibit 10.24 in Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-226068) filed on September 24, 2018). | | |
|
|
|
| |
| | | | | | | | | | | | | | |
10.24
10.17 | |
| Employment agreement, dated September 1, 2018, by and between Boxlight Corporation and Aleksandra Leis (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Registration Statement on Form S-1(Reg. No. 333-226068) filed on September 24, 2018). | | |
|
|
|
| |
10.25
10.18 | |
| Employment agreement, dated September 1, 2018, by and between Boxlight Corporation and Daniel Leis (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the Registration Statement on Form S-1(Reg. No. 333-226068) filed on September 24, 2018. | | |
|
|
|
| |
10.26
10.19 | |
| Asset Purchase Agreement, dated March 12, 2019, between Boxlight Corporation, Boxlight Inc., Modern Robotics and Stephen Fuller (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2019). | | |
|
|
|
| |
10.27
10.20 | |
| Securities Purchase Agreement dated March 22, 2019 between Boxlight Corporation and Lind Global Macro Fund L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 25, 2019). | | |
|
|
|
| |
10.28
10.21 | |
| Form of $4,400,000 Secured Convertible Promissory Note dated March 22, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 25, 2019). | | |
|
|
|
| |
10.29
10.22 | |
| Security Agreement, dated March 22, 2019, between Boxlight Corporation and Lind Global Macro Fund LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed March 25, 2019). | | |
|
|
|
| |
10.30
10.23 | |
| Intercreditor Agreement, dated March 22, 2019, between Boxlight Corporation, and Sallyport Commercial Finance LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed March 25, 2019). | | |
|
|
|
| |
10.31
10.24 | |
| Securities Purchase Agreement, dated as of December 13, 2019, between Boxlight Corporation and Lind Global Macro Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 17, 2019). | | |
|
|
|
| |
10.32
10.25 | |
| Secured Convertible Note, Dated December 13, 2019, issued by Boxlight Corporation to Lind Global Macro Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 17, 2019).
| | |
| 10.33
| | | |
| 10.26 | |
| Amended and Restated Security Agreement dated as of December 13, 2019, between Boxlight Corporation, Sallyport Commercial Finance, LLC. And Lind Global Macro Fund, LP (filed as Exhibit 10.3 to the Current Report on Form 8-K filed December 17, 2019).
| | |
| 10.34
| | | |
| 10.27 | |
| Amended and Restated Intercreditor Agreement, dated as of December 13, 2019, between Boxlight Corporation, Sallyport Commercial Finance, LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed December 17, 2019). | | |
| | | | |
10.28 | |
|
|
| | | | | | | | | | | | | | |
10.37
10.30 | |
| Asset Purchase Agreement dated February 3, 2020, between Boxlight Corporation, Boxlight Inc., MyStemKit, Inc. and STEM Education Holdings, Pty. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 7, 2020).
| | |
| 10.38
| | | |
| 10.31 | |
| Securities Purchase Agreement dated February 4, 2020 between Boxlight Corporation and Lind Global Macro Fund, LP. (Incorporated by reference to Exhibit 10.2 to the Current Report 8-Kfiled February 7, 2020). | | |
|
|
|
| |
10.39
10.32 | |
| Secured Convertible Note, dated February 4, 2020, (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 7, 2020). | | |
|
|
|
| |
10.40
10.33 | |
| Second Amended and Restated Security Agreement, dated February 4, 2020, between Boxlight Corporation and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 7, 2020). | | |
|
|
|
| |
10.41
10.34 | |
| Second Amended and Restated Intercreditor Agreement, dated February 4, 2020, between Boxlight Corporation, Sallyport Commercial Finance, LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 7, 2020). | | |
|
|
|
| |
10.42
10.35 | |
| Third Restated Convertible Promissory Note, dated February 4, 2020, issued by Boxlight Corporation to Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 7, 2020). | | |
|
|
|
| |
10.43
10.36 | |
| Second Restated Convertible Promissory Note, dated February 4, 2020, issued by Boxlight Corporation issued by Boxlight Corporation to Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed February 7, 2020). | | |
|
|
|
| |
10.44
10.37 | |
| Employment Agreement, dated February 21, 2020, between Boxlight Corporation and Takesha Brown (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 26, 2020). | | |
|
|
|
| |
10.45
10.38 | |
| Agreement, dated March 3, 2020, between Boxlight Corporation, Everest Display, Inc and AMAGIC Holographics, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2020). | | |
|
|
|
| |
10.46
10.39 | |
| Employment Agreement, dated March 20, 2020, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 23, 2020). | | |
|
|
|
| |
10.47
10.40 | |
| Amended and Restated Employment Agreement, dated April 1, 2020, between Boxlight Corporation and Daniel Leis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 10, 2020). | | |
| | | | |
10.48
10.41 | |
| Letter Agreement, dated April 17, 2020, between Boxlight Corporation, Boxlight Inc. and MyStemKits, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 22, 2020). | | |
|
|
|
| |
10.49
10.42 | |
| Letter Agreement, dated April 17, 2020, between Boxlight Corporation and Stemify Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 22, 2020). | | |
|
|
|
| |
10.50
10.43 | |
| Agreement, dated June 11, 2020, between Boxlight Corporation, Everest Display, Inc. and Amagic Holographics, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 24, 2020). | | |
10.52
|
| Letter Agreement, dated June 30, 2020, between Boxlight Corporation and Charles P. Amos (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 7, 2020). | | |
|
|
|
| |
10.53
10.46 | |
| Securities Purchase Agreement, dated September 21, 2020, between Boxlight Corporation and Lind Global Asset Management LLC (incorporated by reference to Exhibit 10.1 to the Current Report on For 8-K filed September 22, 2020). | | |
|
|
|
| |
10.54
10.47 | |
| Form of Convertible Secured Note issued to Lind Global Asset Management (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 22, 2020). | | |
|
|
|
| |
10.55
10.48 | |
| Third Amended and Restated Security Agreement, dated September 21, 2020, between Boxlight Corporation and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed September 22, 2020). | | |
|
|
|
| |
10.56
10.49 | |
| Third Amended and Restated Intercreditor Agreement, dated September 21, 2020, between Boxlight Corporation, Sallyport Commercial Finance, LLC, Lind Global Macro Fund, LP and Lind Global Asset Management, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed September 22, 2020). | | |
|
|
|
| |
10.57
10.50 | |
| Patent Purchase Agreement, dated September 23, 2020, between Boxlight Corporation and Circle Technology Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 24, 2020). | | |
|
|
|
| |
10.58
10.51 | |
| Securities Purchase Agreement, dated September 24, 2020, between Boxlight Corporation and the Sellers of Sahara Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 25, 2020). | | |
|
|
|
| |
10.59
10.52 | |
| Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 25, 2020). | | |
|
|
|
| |
10.60
10.53 | |
| Form of Accounts Receivable Agreement, effective September 30, 2020, between Boxlight Inc,, EOSEDU LLC and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 9, 2020). | | |
|
|
|
| |
10.61
10.54 | |
| Form of Blocked Account Agreement between Boxlight Inc., EOSEDU LLC and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 9, 2020).
|
|
|
|
10.62
|
| Employment Agreement, dated November 1, 2019, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 19, 2020). | | |
|
|
|
| |
10.63
10.55 | | | | |
| | | | |
| 10.56 | | | | |
|
|
|
| |
| | |
10.64
|
| Employment Agreement, dated April 7, 2020, between Sahara Presentation Systems PLC and Patrick Foley (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 30, 2020). | | |
| | | | | | | | | | | | | | |
|
|
|
| |
10.65
10.58 | |
| Deed of variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Patrick Foley (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 30, 2020). | | |
|
|
|
| |
10.66
10.59 | |
| Employment Agreement, dated January 1, 2019, between Sahara Presentation Systems PLC and Shaun Marklew (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed November 30, 2020). | | |
|
|
|
| |
10.67
10.60 | |
| Deed of variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Shaun Marklew (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed November 30, 2020). | | |
|
|
|
| |
10.68
10.61 | |
| Agreement, dated January 29, 2021, between Boxlight Corporation, Everest Display, Inc. and Amagic Holographics, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 1, 2021). |
| |
|
| 10.69
| | | |
| 10.62 | |
| Preferred Stock Redemption and Conversion Agreement dated March 24, 2021, by and between Boxlight Corporation and the Preferred Stockholders (incorporated by reference to Exhibit 10.67 to the Annual Report on Form 10-K filed March 31, 2021). | | |
|
|
|
| |
10.70
10.63 | |
| Share Purchase Agreement, dated March 19, 2021, between Sahara Holdings Ltd., Clevertouch BV and Karel Callens (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 13, 2021). | | |
|
|
|
| |
10.71
10.64 | |
| Amendment to Preferred Stock Redemption Agreement, dated June 14, 2021, between Boxlight Corporation and the Preferred Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 16, 2021). | | |
|
|
|
| |
10.72
10.65 | |
| Amendment to Accounts Receivable Agreement, dated July 20, 2021, between Boxlight Inc. and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 21, 2021). | | |
|
|
|
| |
10.73
10.66 | |
| Amendment to Accounts Receivable Agreement, dated August 6, 2021, between Boxlight Inc. and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 9, 2021). | | |
|
|
|
| |
10.74
10.67 | |
| Boxlight Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed on October 14, 2021). | | |
|
|
|
| |
10.75
10.68 | |
| Fourth Amended and Restated Intercreditor Agreement dated August 23, 2021, between Boxlight Corporation, Sallyport Commercial Finance, LLC, Lind Global Macro Fund, LP and Lind Global Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 27, 2021). | | |
|
|
|
| |
10.76
10.69 | |
| Employment Agreement dated September 15, 2021 between Boxlight Corporation and Aleksandra Leis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 20, 2021). | | |
|
|
|
| |
10.77
10.70 | |
| Membership Interest Purchase Agreement dated October 29, 2021, between Boxlight Corporation, Boxlight Inc., FrontRow Calypso LLC, Phonic Ear Inc. and Calypso Systems LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2021). | | |
| | | | | | | | | | | | | | |
|
|
|
| |
10.78
10.71 | |
| Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, WhitehawkWhitehawk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022). | | |
|
|
|
| |
10.79
10.72 | |
| Employment Agreement dated February 14, 2022, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 18, 2022). | | |
|
|
|
| |
10.80
10.73 | |
| Notice of Default and Reservation of Rights dated March 29, 2022, from Whitehawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 4, 2022). | | |
|
|
|
| |
10.81
10.74 | |
| Amendment to Credit Agreement, dated April 4, 2022, between Boxlight Corporation, its subsidiaries, Whitehawk Finance LLC and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 4, 2022). | | |
|
|
|
| |
10.82
10.75 | |
| Amended and Restated Fee Letter, dated April 4, 2022, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed April 4, 2022).. | | |
|
|
|
| |
21
10.76 | | | | Subsidiaries*
|
|
|
|
| |
23.1
10.77 | | | | Consent of Dixon Hughes Goodman LLP*
|
| | | | |
10.78 | | | | |
| | | | |
10.79 | | | | |
| | | | |
| 10.80 | | | | |
| | | | |
| 10.81 | | | | |
| | | | |
| 10.82 | | | | |
| | | | |
| 10.83 | | | | |
| | | | |
| 14.1 | | | | |
**Furnished herewith
ITEM 16.
FormFORM 10-K
Summary
None.
SUMMARY
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| BOXLIGHT, CORPORATION |
| BOXLIGHT, CORPORATION
(Registrant) |
| | |
| By: | (Registrant)
/s/ DALE W. STRANG |
| | Dale W. Strang |
| | By:
/s/ MICHAEL POPE
|
| | Michael R. Pope
|
| | Chairman of the Board and
|
| | Chief Executive Officer |
| | Principal Executive Officer |
Date:
April 13, 2022March 14, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature | |
| Signature
|
| Title
|
| Date
|
|
|
|
|
/s/ Michael R. Pope Dale W. Strang | | | Chairman of the Board, and
|
| April 13, 2022
|
Michael R. Pope
|
| Chief Executive Officer | | March 14, 2024 |
|
Dale W. Strang
| | | (principal executive officer) | |
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/s/ Patrick N. FoleyGregory S. Wiggins | | | Chief Financial Officer | | March 14, 2024 | April 13 2022
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Patrick N. Foley
Gregory S. Wiggins | | | (principal financial and accounting officer) | |
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/s/ Rudolph F. Crew | | Director | | Director
March 14, 2024
| April 13, 2022
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Rudolph F. Crew | |
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/s/ Roger W. Jackson | | Director (Chairman of the Board) | | Director
March 14, 2024
| April 13, 2022
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Roger W. Jackson | |
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/s/ Tiffany Kuo | | Director | | Director
March 14, 2024
| April 13, 2022
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Tiffany Kuo | |
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/s/ Charles P. Amos | | Director | | Director
March 14, 2024
| April 13, 2022
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Charles P. Amos | | | | |
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/s/ Michael R. Pope | | Director | | March 14, 2024 |
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Michael R. Pope
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| /s/ Dale W. Strang
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| Director
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| April 13, 2022
Dale W. Strang
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/s/ Mark Elliott | | Director | | Director
March 14, 2024
| April 13, 2022
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Mark Elliott | |
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