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): May 13, 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 May 13, 2021, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 2021. The press release also announced that the Company will be hosting a conference call on May 13, 2021, at 4:30 p.m. ET, 1:30 p.m. PT, during which time the Company will discuss its first quarter 2021 financial results.

 

The conference call details are as follows:

 

Date: Thursday, May 13, 2021
Time: 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in: 1-877-876-9177 (Domestic)
  1-785-424-1672 (International)
Webcast: https://www.webcaster4.com/Webcast/Page/2213/41290

 

For those unable to participate during the live broadcast, a replay of the call will also be available until 11:59 p.m. Eastern Time on May 13, 2022 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay pin number 41290.

 

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 May 13, 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: May 13, 2021  
   
BOXLIGHT CORPORATION  
     
By: /s/ Patrick Foley  
Name: Patrick Foley  
Title: Chief Financial Officer  

 

 

 

 

Exhibit 99.1

 

 

Boxlight Reports First Quarter 2021 Financial Results

 

  Reported $33.4M revenues and $47.7M orders, a record quarter
     
  Net loss per common share improved by $0.07 to $(0.09)
     
  Adjusted EBITDA improved by $2.3M to $1.6M
     
  Ended quarter with $20.9M Backorders, $10.0M Cash, $21.8M Working Capital and $47.4M Stockholders’ Equity
     
  Expect Q2 2021 Revenue of $39M and at least $1M Adjusted EBITDA

 

Lawrenceville, GA – Business Wire – May 13, 2021 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the first quarter ended March 31, 2021.

 

Key Financial Highlights for Q1 2021 as Compared to Q1 2020

 

  Revenues increased by 484% to $33.4 million
     
  Customer orders increased by 528% to $47.7 million
     
  Gross profit margin was 25.6%, as adjusted for the net effect of acquisition-related purchase accounting, increased to 28.0%, an improvement of 24 basis points
     
  Net loss per common share improved by $0.07 to $(0.09)
     
  Adjusted EBITDA improved by $2.3 million to $1.6 million
     
  Working capital improved by 406% to $21.8 million
     
  Ended the quarter with $20.9 million backorders, $10.0 million cash and $47.4 million stockholders’ equity

 

Key Business Highlights for Q1 2021

 

  Received significant customer orders of $8.7 million from Tierney (U.S.), $4.2 million from Central Technologies (U.S.), $2.4 million from D&H Distributing (U.S.), $2.2 million from Trox (U.S.), $2.2 million from Digital Age Technologies (U.S.), $2.0 million from Data Projections (U.S.) and $1.6 million from Centerprise International (U.K.).
     
  Completed phase one rollout of interactive panels in one of the largest school districts in Texas. The 3,000 classroom contract will be deployed over three years and includes Clevertouch IMPACT touchscreens with accompanying LYNX Whiteboard and Clevershare software.

 

 
 

 

  Published case studies for successful technology implementataions in Canon City Schools, Colorado; Shelby County Public Schools, Kentucky; The Ridgeway School, U.K.; Trinity Parish Schools, Kentucky; The British Academy, U.K.; and San Agustín de Bilbao Center for Higher Studies, Spain; among others.
     
  Developed and promoted support content and services to assist school districts in accessing federal funding including education funding provided by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) and the American Rescue Plan Act (ARPA).
     
  Received Tech & Learning Awards for MimioConnect® blended learning platform and MimioSTEM MyStemKits, both recongnized as Best Remote and Blended Learning Tools in the Primary (K-6) and Secondary (6-12) categories.
     
  Launched our Boxlight Virtual Classroom Experience in Atlanta, Georgia, fully staffed to provide custom demonstrations to school districts using any combination of the Boxlight suite of education technology solutions.
     
  Introduced Clevertouch Academy, a hub of resources, tutorials, lesson plans, and detailed downloads designed for teachers, trainers, trade partners and engineers.
     
  Opened our Clevertouch Gallery in central London, showcasing our latest collaboration touchscreens, commercial displays, digital signage and Clevertouch LED videowall. The Gallery also features a boardroom, unified comms huddle room, informal meetings space and desk facilities for colleagues and partners.
  Acquired Interactive Concepts, a value-added distributor of AV and IT products based in Belgium.

 

Management Commentary

 

“We completed another record quarter with $47.7 million in customer orders, $33.4 million in revenues and $1.6 million in Adjusted EBITDA,” commented Michael Pope, Chairman and Chief Executive Officer.

 

“Our triple digit revenue increase over the same quarter last year is a testament to our winning expansion strategy through both organic growth and strategic acquisitions.

 

“We continue to benefit from unprecedented market expansion, particularly in the education sector as schools return to in-class learning and are utilizing increased technology budgets, supported by substantial government funding programs.

 

“Given our current order volume and growing sales pipeline, we are optimistic on the second quarter and expect to report revenue of $39 million and at least $1 million in Adjusted EBITDA.”

 

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Financial Results for the Three Months Ended March 31, 2021

 

Revenues for the three months ended March 31, 2021 were $33.4 million as compared to $5.7 million for the three months ended March 31, 2020, resulting in a 484% increase due primarily to the acquisition of Sahara in September 2020.

 

Gross profit for the three months ended March 31, 2021 was $8.6 million as compared to $1.6 million for the three months ended March 31, 2020. The gross profit margin for the three months ended March 31, 2021 was 25.6%, and adjusted for the net effect of acquisition-related purchase accounting, the margin was 28.0%, as compared to the 27.9% gross margin, as adjusted, reported for the three months ended March 31, 2020. Gross margins have been adversely impacted by approximately four percentage points due to increased freight and customs costs caused by supply chain challenges associated with the effects of the Covid-19 pandemic.

 

Total operating expenses for the three months ended March 31, 2021 were $10.6 million as compared to $4.3 million for the three months ended March 31, 2020. The increase primarily resulted from additional overhead costs associated with the acquired Sahara operations in September 2020.

 

Other income (expense) for the three months ended March 31, 2021 was net expense of $(3.1) million, as compared to net other income of $0.7 million for the three months ended March 31, 2020. The increase in other expense was due to $0.6 million of increased interest expense associated with increased borrowings, $1.9 million of losses recognized on the settlement of certain debt obligations that were exchanged for common shares, fewer gains were recognized on the settlement of accounts payable which were $1.1 million lower year on year, and $0.3 million of additional losses that were recognized in 2021 upon the remeasurement of certain derivative liabilities associated with common stock warrants.

 

The Company reported a net loss of $(5.2) million for the three months ended March 31, 2021 as compared to a net loss of $(2.0) million for the three months ended March 31, 2020.

 

The net loss attributable to common shareholders was $(5.5) million and $(2.0) million for the three months ended March 31, 2021 and 2020, respectively, after deducting fixed dividends to Series B preferred shareholders.

 

Total comprehensive loss was $(5.4) million and $(2.1) million for the three months ended March 31, 2021 and 2020, reflecting the effect of cumulative foreign currency translation adjustments on consolidation, with the net effect in the quarter of $(0.3) million and $(0.1) million for the three months ended March 31, 2021 and 2020, respectively.

 

The EPS loss for the three months ended March 31, 2021 was $(0.09) per basic and diluted share, compared to $(0.16) per basic and diluted share for the three months ended March 31, 2020.

 

The EBITDA loss for the three months ending March 31, 2021 was $(2.4) million, as compared to $(1.3) million EBITDA loss for the three months ending March 31, 2020.

 

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Adjusted EBITDA for the three months ended March 31, 2021 was $1.6 million, as compared to a loss of $(0.7) million for the three months ended March 31, 2020. Adjustments to EBITDA include stock-based compensation expense, gains/losses recognized upon the settlement of certain debt instruments, gains/losses from the remeasurement of derivative liabilities, and the effects of purchase accounting adjustments in connection with acquisitions.

 

At March 31, 2021, Boxlight had $10.0 million in cash and cash equivalents, $21.8 million in working capital, $139.7 million in total assets, $20.6 debt, $47.4 million in stockholders’ equity, 56.8 million common shares issued and outstanding, and 3.1 million preferred shares issued and outstanding.

 

First Quarter 2021 Financial Results Conference Call

 

Management will host a conference call to discuss the first quarter 2021 financial results on Thursday, May 13, 2021 at 4:30 p.m. Eastern Time. The conference call details are as follows:

 

Date: Thursday, May 13, 2021
Time: 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in:

1-877-876-9177 (Domestic)

1-785-424-1672 (International)

Webcast: https://www.webcaster4.com/Webcast/Page/2213/41290

 

For those unable to participate during the live broadcast, a replay of the call will also be available until 11:59 p.m. Eastern Time on May 13, 2022 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay pin number 41290.

 

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.

 

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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

Condensed Consolidated Balance Sheets

As of March 31, 2021 and December 31, 2020

(Unaudited)

(in thousands, except share amounts)

 

    March 31, 2021     December 31, 2020  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 10,002     $ 13,460  
Accounts receivable – trade, net of allowances     22,924       20,869  
Inventories, net of reserves     22,561       20,913  
Prepaid expenses and other current assets     5,390       6,161  
Total current assets     60,877       61,403  
                 
Property and equipment, net of accumulated depreciation     612       562  
Intangible assets, net of accumulated amortization     54,870       55,157  
Goodwill     23,262       22,742  
Other assets     119       91  
Total assets   $ 139,740     $ 139,953  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                 
Current liabilities:                
Accounts payable and accrued expenses   $ 14,367     $ 14,245  
Accounts payable and accrued expenses – related parties     -       1,967  
Short-term debt     15,668       16,817  
Earn-out payable – related party     119       119  
Deferred revenues – short-term     6,033       5,671  
Derivative liabilities     577       363  
Other short-term liabilities     2,337       1,209  
Total current liabilities     39,101       40,392  
                 
Deferred revenues – long-term     11,433       10,482  
Long-term debt     4,932       7,831  
Deferred tax liability     7,680       7,902  
Other long-term liabilities     364       2  
Total liabilities     63,510       66,609  
                 
Commitments and contingencies (Note 13)                
                 
Mezzanine equity:                
Preferred Series B     16,513       16,513  
Preferred Series C     12,363       12,363  
Total mezzanine equity     28,876       28,876  
Stockholders’ equity:                
Preferred Series A, $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; 56,786,557 and 53,343,518 Class A shares issued and outstanding, respectively     6       5  
Additional paid-in capital     95,084       86,768  
Accumulated deficit     (52,667 )     (47,498 )
Accumulated other comprehensive income     4,931       5,192  
Total stockholders’ equity     47,354       44,467  
                 
Total liabilities and stockholders’ equity   $ 139,740     $ 139,953  

 

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Boxlight Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

(in thousands, except share amounts)

 

    Three Months Ended  
    March 31,  
    2021     2020  
             
Revenues, net   $ 33,424     $ 5,723  
Cost of revenues     24,872       4,132  
Gross profit     8,552       1,591  
                 
Operating expense:                
General and administrative expenses     10,112       3,938  
Research and development     474       317  
Total operating expense     10,586       4,255  
                 
Loss from operations     (2,034 )     (2,664 )
                 
Other income (expense):                
Interest expense, net     (1,018 )     (459 )
Other income, net     15       58  
(Loss) gain on settlement of liabilities, net     (1,846 )     28  
Change in fair value of derivative liabilities     (265 )     1,087  
Total other income (expense)     (3,114 )     714  
                 
Net loss before income taxes     (5,148 )     (1,950 )
Income tax expense     (21 )     -  
Net loss     (5,169 )     (1,950 )
                 
Fixed dividends to Series B preferred shareholders     317       -  
Net loss attributable to common stockholders   $ (5,486 )   $ (1,950 )
                 
Comprehensive loss:                
Net loss   $ (5,169 )   $ (1,950 )
Foreign currency translation adjustment     (261 )     (103 )
Total comprehensive loss   $ (5,430 )   $ (2,053 )
                 
Net loss per common share – basic and diluted   $ (0.09 )   $ (0.16 )
Weighted average number of common shares outstanding – basic and diluted     55,150       12,493  

 

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Boxlight Corporation

Reconciliation of Net Loss for the Three Months Ended

March 31, 2021 and 2020 to EBITDA and Adjusted EBITDA

(unaudited)

(in thousands)

 

(in thousands)   March 31, 2021     March 31, 2020  
Net loss   $ (5,167 )   $ (1,950 )
Depreciation and amortization     1,754       219  
Interest expense     1,018       459  
Income tax benefit     21       -  
EBITDA   $ (2,374 )   $ (1,272 )
Stock-based compensation expense     677       271  
Change in fair value of derivative liabilities     265       (29 )
Purchase accounting impact of fair valuing inventory     15       6  
Purchase accounting impact of fair valuing deferred revenue     807       -  
Net loss on settlement of Lind debt in stock     2,203       347  
Adjusted EBITDA   $ 1,593     $ (677 )

 

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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