BOXL 8-K 2021 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

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

Date of report (date of earliest event reported): May 13, 2021

BOXLIGHTCORPORATION

(Exact name of registrant as specified in its charter)

Nevada	8211	46-4116523
(State<br> of<br><br> <br>Incorporation)	(Primary<br> Standard Industrial<br><br> <br>Classification<br> Code Number.)	(IRS<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement<br> 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<br> of each class	Trading<br><br> <br>Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock $0.0001 per share	BOXL	The<br> 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,<br> May 13, 2021
Time:	4:30<br> p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in:	1-877-876-9177<br> (Domestic)
	1-785-424-1672<br> (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
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Exhibit<br> No.	Description
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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:<br> May 13, 2021
BOXLIGHT<br> CORPORATION
By:	/s/ Patrick Foley
Name:	Patrick Foley
Title:	Chief Financial Officer

Exhibit99.1

BoxlightReports 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.

KeyFinancial Highlights for Q1 2021 as Compared to Q1 2020

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

KeyBusiness Highlights for Q1 2021

●	Received<br> significant customer orders of $8.7 million from Tierney (U.S.), $4.2 million from Central Technologies (U.S.), $2.4 million from<br> 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<br> Data Projections (U.S.) and $1.6 million from Centerprise International (U.K.).
●	Completed<br> phase one rollout of interactive panels in one of the largest school districts in Texas. The 3,000 classroom contract will be deployed<br> over three years and includes Clevertouch IMPACT touchscreens with accompanying LYNX Whiteboard and Clevershare software.
●	Published<br> case studies for successful technology implementataions in Canon City Schools, Colorado; Shelby County Public Schools, Kentucky;<br> The Ridgeway School, U.K.; Trinity Parish Schools, Kentucky; The British Academy, U.K.; and San Agustín de Bilbao Center for<br> Higher Studies, Spain; among others.
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●	Developed<br> and promoted support content and services to assist school districts in accessing federal funding including education funding provided<br> by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Coronavirus Response and Relief Supplemental Appropriations<br> Act (CRRSAA) and the American Rescue Plan Act (ARPA).
●	Received<br> Tech & Learning Awards for MimioConnect® blended learning platform and MimioSTEM MyStemKits, both recongnized as Best Remote<br> and Blended Learning Tools in the Primary (K-6) and Secondary (6-12) categories.
●	Launched<br> our Boxlight Virtual Classroom Experience in Atlanta, Georgia, fully staffed to provide custom demonstrations to school districts<br> using any combination of the Boxlight suite of education technology solutions.
●	Introduced<br> Clevertouch Academy, a hub of resources, tutorials, lesson plans, and detailed downloads designed for teachers, trainers, trade partners<br> and engineers.
●	Opened<br> our Clevertouch Gallery in central London, showcasing our latest collaboration touchscreens, commercial displays, digital signage<br> and Clevertouch LED videowall. The Gallery also features a boardroom, unified comms huddle room, informal meetings space and desk<br> facilities for colleagues and partners.
●	Acquired<br> Interactive Concepts, a value-added distributor of AV and IT products based in Belgium.

ManagementCommentary

“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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FinancialResults 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.

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

Useof 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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AboutBoxlight 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.

ForwardLooking 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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BoxlightCorporation

CondensedConsolidated Balance Sheets

Asof March 31, 2021 and December 31, 2020

(Unaudited)

(inthousands, except share amounts)

			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

All values are in US Dollars.

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BoxlightCorporation

CondensedConsolidated Statements of Operations and Comprehensive Loss

Forthe Three Months Ended March 31, 2021 and 2020

(Unaudited)

(inthousands, 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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BoxlightCorporation

Reconciliationof Net Loss for the Three Months Ended

March31, 2021 and 2020 to EBITDA and Adjusted EBITDA

(unaudited)

(inthousands)

(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

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