UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): March 25, 2021

 

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   8211   46-4116523

(State of

Incorporation)

 

(Primary Standard Industrial

Classification Code Number.)

 

(IRS Employer

Identification No.)

 

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

(Address Of Principal Executive Offices) (Zip Code)

 

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $0.0001 per share   BOXL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 25, 2021, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its financial results for the year ended December 31, 2020. The press release also announced that the Company will be hosting a conference call on March 25, 2021, at 4:30 p.m. ET, 1:30 p.m. PT, during which time the Company will discuss its fourth quarter and year end 2020 financial results. A copy of the press release is attached hereto and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release, dated March 25, 2021.

 

 
 

 

SIGNATURES

 

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

 

Dated: March 25, 2021  
   
BOXLIGHT CORPORATION  
     
By: /s/ Patrick Foley  
Name:  Patrick Foley  
Title: Chief Financial Officer  

 

 

 

 

Exhibit 99.1

 

 

 

Boxlight Reports Fourth Quarter and Full Year 2020

Financial Results

 

Reported $31.9M revenues, a record quarter
     
Net loss per common share improved by $0.09 to $(0.17) for Q4 and by $0.49 to $(0.39) for FY
     
Adjusted EPS improved by $0.25 to $0.01 for Q4 and by $0.51 to $(0.02) for FY
     
Adjusted EBITDA improved by $3.0M to $0.4M for Q4 and by $2.8M to $(1.0) for FY
     
Ended Year with $11.3M Backorders, $13.5M Cash, $21.0M Working Capital and $44.9M Stockholders’ Equity
     
Expect Q1 2021 Revenue of $28M and Positive Adj. EBITDA

 

Lawrenceville, GA – Business Wire – March 25, 2021 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the fourth quarter and full year ended December 31, 2020.

 

Key Financial Highlights for Q4 2020 as Compared to Q4 2019

 

Revenues increased by 437% to $31.9 million
Customer orders increased by 453% to $33.2 million
Gross profit margin was 11.2%, as adjusted for the net effect of acquisition-related purchase accounting, increased to 26.4%, an improvement of 84 basis points
Net loss per common share improved by $0.9 to $(0.17)
Adjusted EBITDA improved by $3.0 million to $0.4 million
Adjusted EPS improved by $0.25 to $0.01

 

Key Financial Highlights for Full Year 2020 as Compared to Full Year 2019

 

Revenues increased by 66% to $54.9 million
Customer orders increased by 83% to $56.5 million
Gross profit margin was 18.0%, as adjusted for the net effect of acquisition-related purchase accounting, decreased by 10 basis points to 27.2%
Net loss per common share improved by $0.49 to $(0.39)
Adjusted EBITDA improved by $4.7 million to $(1.0) million

 

 
 

 

Adjusted EPS improved by $0.51 to $(0.02)
Working capital improved by 388% to $21.0 million
Ended year with $11.3 million backorders, $13.5 million cash and $44.9 million stockholders’ equity

 

Key Business Highlights for Q4 2020

 

Appointed Mark Starkey as President and Head of Global Sales, Patrick Foley as Chief Financial Officer and Shaun Marklew as Chief Technology Officer (effective Jan 2021).
Announced Dr. Don Gemeinhardt as Director of Strategic Funding and Grants.
Received significant customer orders of $4.2 million from D&H Distributing (US), $2.8 million from Unit DK (Denmark), $2.8 million from Trox (US), $1.6 million from ASI (Australia), $1.3 million from Speechi-Wouarf (France), $1.2 million from Tierney (US), $870 thousand from Charmex Internacional (Spain) and $668 thousand from IDNS (UK).
Closed the fourth quarter with #4 market share for IFPDs in EMEA, #3 in the U.K., #1 in Australia and Denmark, and #5 in the U.S. (per Q4 2020 research from Futuresource Consulting).
Received three awards from THE Journal’s Best New EdTech Product Awards for our MimioConnect Blended Learning Platform as Best Remote and Distance Learning Program, and our MyStemKits Virtual STEM Kits for both Best Robotics System/Curriculum and Best STEM/STEAM Program/Curriculum.
Awarded Best of Show at ISTE 2020 for our MimioConnect Blended Learning Platform, MimioSTEM MyStemKits and Robo 3D solutions, and Professional Development: Extending Learning Beyond the Classroom.
Recognized by the Plus X Awards for our Clevertouch IMPACT Plus interactive touchscreen in four categories: Design, Quality, Ease of Use and Functionality

 

Management Commentary

 

“We closed the fourth quarter with record customer orders and outperformed our revenue and earnings guidance,” commented Michael Pope, Chairman and Chief Executive Officer. “Despite challenging disruptions to how we interact and communicate in both education and business settings, we have experienced increased demand for our solutions in 2021 and expect to report the first quarter with revenue greater than $28 million and positive Adjusted EBITDA. Note that the first quarter is seasonally slow and has historically accounted for less than 20% of annual sales.

 

“We are benefiting from a robust and growing market for interactive hardware and software solutions, and are executing on our strategy to take market share by providing superior solutions and unsurpassed customer support. Specifically, we are managing an unprecedented order pipeline for our education technology solutions, including our range of interactive displays, in both the EMEA and the U.S. markets.

 

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“We are committed to improving profit margins as we diversify our product mix with increasing sales from high margin solutions such as software, proprietary accessories and professional services.”

 

Financial Results for the Three Months Ended December 31, 2020

 

Revenues for the three months ended December 31, 2020 were $31.9 million as compared to $5.9 million for the three months ended December 31, 2019, resulting in a 437% increase due primarily to the acquisition of Sahara in September 2020.

 

Gross profit for the three months ended December 31, 2020 was $3.6 million as compared to $1.0 million for the three months ended December 31, 2019. Gross profit margin for the three months ended December 31, 2020 was 11.2%, as compared to 17.6% for the three months ended December 31, 2019, resulting in a decrease of 64 basis points. The change in gross profit was mainly due to Sahara purchase accounting adjustments which resulted in a decrease to gross profit of $4.8 million; however, taking this into consideration, the normalized gross profit rate for the three months ended December 31, 2020, was $8.4 million or 26.4%. This was slightly down YOY principally due to the increases in global shipping costs which impacted margins between 2-3 percentage points.

 

Total operating expenses for the three months ended December 31, 2020 were $11.1 million as compared to $4.2 million for the three months ended December 31, 2019. The increase resulted from additional overhead costs associated with the acquired Sahara operations in September 2020.

 

Other income (expense) for the three months ended December 31, 2020 was net expense of $(1.9) million, as compared to net other income of $0.2 million for the three months ended December 31, 2019. The increase in other expense was due to $0.7 million of increased interest expense associated with increased borrowings, $0.8 million of losses recognized on the settlement of certain debt obligations that were exchanged for common shares, and $0.7 million of gains that were recognized in 2019 upon the remeasurement of certain derivative liabilities.

 

The Company reported a net loss of $(8.6) million for the three month ended December 2020 as compared to $(2.9) million for the three months ended December 31, 2019.

 

The net loss attributable to common shareholders was $(8.9) million and $(2.9) million for the three months ended December 31, 2020 and 2019, respectively, after deducting fixed dividends to Series B preferred shareholders.

 

Comprehensive loss was $(3.3) million and $(2.8) million for the three months ended December 31, 2020 and 2019, reflecting the effect of cumulative foreign currency translation adjustments of $5.3 million and $0.1 million for the three months ended December 31, 2020 and 2019, respectively. The resulting EPS loss for the three months ended December 31, 2020 was $(0.17) per diluted share, compared to $(0.26) per diluted share for the three months ended December 31, 2019.

 

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Adjusted EBITDA for the three months ended December 31, 2020 was income of $0.4 million, as compared to a loss of $(2.6) million for the three months ended December 31, 2019. Adjustments to EBITDA include stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, restructuring costs, acquisition costs, and the effects of purchase accounting adjustments in connection with the Sahara acquisition.

 

Adjusted EPS for the three months ended December 31, 2020 was $0.01 per diluted share, compared to ($0.24) per diluted share for the three months ended December 31, 2019.

 

At December 31, 2020, Boxlight had $13.5 million in cash and cash equivalents, $21.0 million in working capital, $140.4 million in total assets, $24.6 debt, $44.9 million in stockholders’ equity, 53.3 million common shares issued and outstanding, and 2.9 million preferred shares issued and outstanding.

 

Financial Results for the Year Ended December 31, 2020

 

Revenues for the year ended December 31, 2020 were $54.9 million as compared to $33.0 million for the year ended December 31, 2019, a 66% increase. The increase in revenues was largely a result of the acquisition of Sahara in September 2020.

 

Gross profit for the year ended December 31, 2020 was $9.9 million as compared to $8.9 million for the year ended December 31, 2019, a 10% increase. The gross margin decrease from 27.1% to 18.0% was driven by the effects of certain Sahara purchase accounting adjustments of $5.1 million. The resulting normalized gross profit rate for the for the year ended December 31, 2020, was 27.2%, as compared to 27.3% for 2019, showing a slight decrease due to increased global shipping costs.

 

Total operating expenses for the year ended December 31, 2020 were $22.6 million as compared to $17.0 million for the year ended December 31, 2019. The increase relates to additional overhead costs of the acquired Sahara operations.

 

Other income (expense) for the year ended December 31, 2020 was a net expense of $(4.3) million, as compared to a net expense of $(1.3) million for the year ended December 31, 2019. The increase in other non-operating expense is primarily due to $1.0 million of additional interest (increased borrowings), $1.5 million increase in losses incurred upon the settlement of certain notes, and $0.4 million of increased expense resulting from the fair value remeasurement of derivative liabilities.

 

The reported net losses were $(16.2) million and $(9.4) million for the years ended December 31, 2020 and 2019, respectively. The net loss increased by $6.8 million, however this includes $6.6 million GAAP expense items related to the Sahara acquisition: $1.6 million amortization of intangibles, $4.2 million FMV inventory purchase accounting, and $0.8 million FMV deferred revenue adjustment (discounting).

 

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Net loss attributable to common shareholders was $(16.5) million and $(9.4) million for the year ended December 31, 2020 and 2019, respectively, after deducting fixed dividends to Series B preferred shareholders.

 

Comprehensive loss was $(10.9) million and $(9.3) million for the year ended December 31, 2020 and 2019, reflecting the effect of cumulative foreign currency translation adjustments of $5.2 million and $0.1 million for the year ended December 31, 2020 and 2019, respectively.

 

The resulting EPS loss for the year ended December 31, 2020 was $(0.39) per diluted share, compared to $(0.88) per diluted share for the year ended December 31, 2019.

 

Adjusted EBITDA loss for the year ended December 31, 2020 was $(1.0) million, an improvement of $4.7 million compared to $(5.7) million for the year ended December 31, 2019. Adjustments to EBITDA include stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, restructuring costs, acquisition costs, and the effects of purchase accounting adjustments in connection with the Sahara acquisition.

 

Adjusted EPS for the year ended December 31, 2020 was ($0.02) per diluted share, compared to ($0.53) per diluted share for the year ended December 31, 2019.

 

Fourth Quarter and Full Year 2020 Financial Results Conference Call

 

Management will host a conference call to discuss the fourth quarter and full year 2020 financial results on Thursday, March 25, 2021 at 4:30 p.m. Eastern Time. The conference call details are as follows:

 

Date: Thursday, March 25, 2021  
Time: 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time  
Dial-in:

877-876-9176 (Domestic)

785-424-1670 (International)

 
Webcast: https://www.webcaster4.com/Webcast/Page/2213/40468

 

For those unable to participate during the live broadcast, a replay of the call will also be available from 7:30 p.m. Eastern Time on March 25, 2021 through 11:59 p.m. Eastern Time on April 8, 2021 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay pin number: 40468.

 

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Use of Non-GAAP Financial Measures

 

To supplement Boxlight’s financial statements presented on a GAAP basis, Boxlight provides EBITDA and Adjusted EBITDA as supplemental measures of its performance.

 

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 pro forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA and Adjusted EBITDA, non-GAAP financial measures of earnings. EBITDA represents net income before income tax expense (benefit), interest expense, depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock-based compensation, the change in fair value of derivative liabilities, purchase accounting impact of inventory markup, and non- cash losses associated with debt settlement. 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 measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing pro forma results of operations, which include large non-cash amortizations of intangible assets from acquisitions and stock-based compensation. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

 

About Boxlight Corporation

 

Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology solutions under its award winning brands Clevertouch® and Mimio® . The Company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, supporting accessories and professional services. For more information about Boxlight and the Boxlight story, visit http://www.boxlight.com and http://www.clevertouch.com.

 

Forward Looking Statements

 

This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, and competition in the industry, among other things. Boxlight encourages you to review other factors that may affect its future results and performance in Boxlight’s filings with the Securities and Exchange Commission.

 

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Boxlight Corporation

Consolidated Balance Sheets

(unaudited)

 

    December 31     December 31  
    2020     2019  
ASSETS                
                 

Current assets:

               
Cash and cash equivalents   $ 13,460,451     $ 1,172,994  
Accounts receivable-trade, net of allowances     20,869,033       3,665,057  
Inventories, net of reserves     20,912,741       3,318,857  
Prepaid expenses and other current assets     6,160,396       1,765,741  
Total current assets     61,402,621       9,922,649  
                 
Property and equipment, net of accumulated depreciation     561,744       207,397  
Intangible assets, net of accumulated amortization     55,156,594       5,559,097  
Goodwill     23,189,974       4,723,549  
Other assets     90,667       56,193  
Total Assets   $ 140,401,600     $ 20,468,885  
                 

 LIABILITIES AND STOCKHOLDERS’ EQUITY

               
                 

Current liabilities:

               
Accounts payable and accrued expenses   $ 14,158,625     $ 4,721,417  
Accounts payable and accrued expenses - related parties     1,967,346       5,031,367  
Warranty reserve     88,770       12,775  
Current portion of debt-third parties     16,817,161       4,536,227  
Current portion of debt-related parties     -       368,383  
Earn-out payable - related party     119,132       387,118  
Deferred revenues - short-term     5,671,314       1,972,565  
Derivative liabilities     362,967       146,604  
Other short-term liabilities     1,209,117       31,417  
Total current liabilities     40,394,432       17,207,873  
                 
Deferred revenues - long-term     10,482,152       2,582,602  
Long-term debt - third parties     7,830,736       1,201,139  
Long-term debt - related party     -       108,228  
Deferred tax liabilities     7,954,870       -  
Other long - term liabilities     2,240       16,696  
Total liabilities     66,664,430       21,116,538  
                 

Mezzanine equity:

               
Series B     16,513,433       -  
Series C     12,363,035       -  
Total mezzanine equity     28,876,468       -  
                 

Stockholders’ equity (deficit):

               
Preferred stock     17       17  
Common stock     5,334       1,170  
Additional paid-in capital     87,186,862       30,735,815  
Subscriptions receivable     (200 )     (200 )
Accumulated deficit     (47,500,969 )     (31,346,431 )
Other comprehensive loss     5,169,658       (38,024 )
Total stockholders’ equity     44,860,702       (647,653 )
                 
Total liabilities, mezzanine and stockholders’ equity (deficit)   $ 140,401,600     $ 20,468,885  

 

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Boxlight Corporation

Consolidated Statement of Operations

(unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2020     2019     2020     2019  
                         
Revenues   $ 31,863,131     $ 5,930,704     $ 54,890,854     $ 33,030,357  
Cost of revenues     28,301,178       4,884,298       45,022,788       24,088,639  
Gross margin     3,561,953       1,046,406       9,868,066       8,941,718  
      11.2 %     17.6 %     18.0 %     27.1 %
Operating expense:                                
General and administrative expenses     10,713,224       3,878,372       21,157,284       15,771,187  
Research and development expenses     345,803       317,798       1,418,898       1,229,480  
Total operating expense     11,059,027       4,196,170       22,576,182       17,000,667  
                                 
Loss from operations     (7,497,074 )     (3,149,764 )     (12,708,116 )     (8,058,949 )
                                 
Other income (expense):                                
Interest expense, net     (1,196,542 )     (516,594 )     (2,814,908 )     (1,793,610 )
Other (expense) income, net     67,707       21,718       128,639       87,674  
Change in fair value of derivative liabilities     22,977       771,852       (216,363 )     244,794  
Gain (loss) from settlement of liabilities     (784,266 )     (28,421 )     (1,362,973 )     118,013  
Total other income (expense)     (1,890,124 )     248,555       (4,265,605 )     (1,343,129 )
                                 
Net loss before income taxes     (9,387,198 )     (2,901,209 )     (16,973,721 )     (9,402,078 )
Income tax expense     821,175       -       821,175       -  
Net loss     (8,566,023 )     (2,901,209 )     (16,152,546 )     (9,402,078 )
Fixed dividends to Series B preferred shareholders     (338,190 )     -       (338,190 )     -  
Net loss attributable to common shareholders   $ (8,904,213 )   $ (2,901,209 )   $ (16,490,736 )   $ (9,402,078 )

 

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Boxlight Corporation

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands)

(unaudited)

 

    Three Months Ended  
    December 31,  
    2020     2019  
Net Loss   $ (8,566 )   $ (2,901 )
Depreciation and amortization     1,795       220  
Interest expense     1,197       517  
Income tax expense     (821 )     -  
EBITDA   $ (6,396 )   $ (2,164 )
Stock compensation expense     762       241  
Change in fair value of derivative liabilities     (23 )     (772 )
Restructuring costs     121       -  
Acquisition costs     265       -  
Purchase accounting impact of fair valuing inventory     4,038       21  
Purchase accounting impact of fair valuing deferred revenue     805       -  
Net loss on settlement of Lind debt in stock     784       28  
Adjusted EBITDA   $ 356     $ (2,645 )

 

    Year Ended  
      December 31,  
      2020       2019  
Net Loss   $ (16,153 )   $ (9,402 )
Depreciation and amortization     2,555       909  
Interest expense     2,815       1,794  
Income tax expense     (821 )     -  
EBITDA   $ (11,604 )   $ (6,699 )
Stock compensation expense     1,628       1,137  
Change in fair value of derivative liabilities     216       (245 )
Restructuring costs     121       -  
Acquisition costs     438       -  
Purchase accounting impact of fair valuing inventory     4,248       61  
Purchase accounting impact of fair valuing deferred revenue     805       -  
Net loss on settlement of Lind debt in stock     3,124       28  
Adjusted EBITDA   $ (1,024 )   $ (5,718 )

 

Media
Sunshine Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com

 

Investor Relations

+1 360-464-4478

investor.relations@boxlight.com

 

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