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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): August 12, 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

 

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 August 12, 2021, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its financial results for the second quarter of 2021. The press release also announced that the Company will be hosting a conference call on Thursday, August 12, 2021, at 4:30 p.m. ET, 1:30 p.m. PT, during which time the Company will discuss its second quarter 2021 financial results.

 

The conference call details are as follows:

 

Date: Thursday, August 12, 2021
Time: 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in: 1-877-545-0320 (Domestic) 1-973-528-0016 (International)
Webcast: https://www.webcaster4.com/Webcast/Page/2213/42424

 

For those unable to participate during the live broadcast, a replay of the conference call will be available until 11:59 p.m. Eastern Time on Thursday, August 26, 2021 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay passcode 42424.

 

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 August 12, 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: August 12, 2021  
   
BOXLIGHT CORPORATION  
     
By: /s/ Patrick Foley  
Name: Patrick Foley  
Title: Chief Financial Officer  

 

 

 

Exhibit 99.1

 

 

Boxlight Reports Second Quarter 2021 Financial Results

 

  Revenue increased by 497% to $46.8 million
     
  Customer orders increased by 986% to $76.0 million
     
  Income before tax increased by $1.7 million to $0.3 million
     
  A change in UK corporation tax effective April 2023 resulted in a $2.2 million Deferred Tax Liability adjustment and additional income tax expense in the quarter
     
  Net loss per common share improved by $0.04 to $(0.04)
     
  Adjusted EBITDA improved by $5.4 million to $5.4 million
     
  Ended quarter with $48.0 million of Backorders, $7.4 million Cash, $26.7 million Working Capital and $51.1 million Stockholders’ Equity
     
  Expect Q3 2021 Revenue of $60 million, Adjusted EBITDA greater than $7 million and positive Net Income

 

Lawrenceville, GA – Business Wire – August 12, 2021 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the second quarter ended June 30, 2021.

 

Key Financial Highlights for Q2 2021 as Compared to Q2 2020

 

  Revenues increased by 497% to $46.8 million
     
  Customer orders increased by 986% to $76.0 million
     

 

 

Gross profit margin was 27.5%, as adjusted for the net effect of acquisition-related purchase accounting, increased to 29.1%, an improvement of 16 basis points
     
  Net loss per common share improved by $0.04 to $(0.04)
     
  Adjusted EBITDA improved by $5.4 million to $5.4 million
     
  Working capital improved by 575% to $26.7 million
     
  Ended the quarter with $48.0 million of backorders, $7.4 million cash and $51.1 million stockholders’ equity

 

 
 

 

Key Business Highlights for Q2 2021

 

  Received significant customer orders of $15.8 million from D&H Distributing (U.S.), $12.5 million from Tierney (U.S.), $3.5 million from Data Projections (U.S.), $2.5 million from IDNS (U.K.), $2.4 million from ASI (Australia), $2.1 million from Interactive AV (South Africa), and $1.5 million from EET Europarts (Finland).
     
  Published twelve case studies for successful technology implementations including Clelian Heights School for Exceptional Children, Greensburg, PA; Shamrock Independent School District, Shamrock,TX; The British Computer Society, London, UK; Brussels School Group, Brussels, Belgium; and Horsley Park Public School, Sydney, Australia.
     
  Received recognition at the Cool Tool Finalist Awards, the InAVation Awards and The EdTech Breakthrough Awards for our software platforms, accessories, professional development content, STEM solutions and overall business growth.
     
  Joined the Google Cloud Partner Advantage program as a service partner giving Google Cloud educators the ability to receive specialized professional development focused on Google Cloud tools.
     
  Launched Boxlight Financial Services, a strategic customer financing program created in partnership with TEQlease Capital, to provide customers flexible payment plans.
     
  Released ClevertouchLive, a new digital signage Content Management Platform enabling customers to manage all their Clevertouch devices from a single content management platform.
     
  Announced our U.S. enterprise sales division focusing on corporate, government, higher education and house of worship customers.

 

Management Commentary

 

“We delivered another record quarter, again outperforming both our external guidance and internal targets,” commented Michael Pope, Chairman and Chief Executive Officer.

 

“For the first half of 2021, we generated $124 million in orders, $80 million in revenue and $7 million in Adjusted EBITDA. We are fulfilling our commitment to rapid growth and improved profitability. Our vision is to become the industry leader, and we made significant strides toward reaching that goal during the second quarter.

 

“Entering our seasonally strongest quarter, we expect to report the third quarter with revenue of $60 million, Adjusted EBITDA greater than $7 million and positive Net Income.”

 

Financial Results for the Three Months Ended June 30, 2021

 

Revenues for the three months ended June 30, 2021 were $46.8 million as compared to $7.8 million for the three months ended June 30, 2020, resulting in a 497% increase due primarily to the acquisition of Sahara in September 2020 and increased demand for our solutions.

 

Gross profit for the three months ended June 30, 2021 was $12.8 million as compared to $2.7 million for the three months ended June 30, 2020. The gross profit margin for the three months ended June 30, 2021 was 27.5%, and adjusted for the net effect of acquisition-related purchase accounting, the margin was 29.1%, as compared to the 34.4% gross margin, as adjusted, reported for the three months ended June 30, 2020. As reported in Q1 2021, 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; this is anticipated to continue throughout 2021.

 

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Total operating expenses for the three months ended June 30, 2021 were $11.3 million as compared to $3.5 million for the three months ended June 30, 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 June 30, 2021 was net expense of $(1.3) million, as compared to net expense of $(0.6) million for the three months ended June 30, 2020. The increase in other expense was due to $0.1 million of increased interest expense associated with increased borrowings, $0.6 million of losses recognized on the settlement of certain debt obligations that were exchanged for common shares, and $0.1 million of additional gains that were recognized in 2021 upon the remeasurement of certain derivative liabilities associated with common stock warrants.

 

The Company reported a net loss of $(2.2) million for the three months ended June 30, 2021 as compared to a net loss of $(1.4) million for the three months ended June 30, 2020. Our UK deferred tax liabilities required remeasurement in the quarter to book an expense of $2.2M, following a change to the UK income tax rate in June 2021. Finance Bill 2021 (“the Bill”) provides for an increase in the UK statutory tax rate to 25% (from 19%) for taxpayers with profits over £250K beginning April 1, 2023.

 

The net loss attributable to common shareholders was $(2.2) million and $(1.4) million for the three months ended June 30, 2021 and 2020, respectively, after deducting the fixed dividends to Series B preferred shareholders of $317 thousand and the fair value revaluation deemed contribution of $367 thousand following the redemption amendment to the Series B signed June 14, 2021.

 

Total comprehensive loss was $(1.7) million and $(1.4) million for the three months ended June 30, 2021 and 2020, reflecting the effect of cumulative foreign currency translation adjustments on consolidation, with the net effect in the quarter of $0.5 million gain and $(0.0) million for the three months ended June 30, 2021 and 2020, respectively.

 

The EPS loss for the three months ended June 30, 2021 was $(0.04) per basic and diluted share, compared to $(0.08) per basic and diluted share for the three months ended June 30, 2020.

 

EBITDA for the three months ending June 30, 2021 was $2.9 million, as compared to $(0.6) million EBITDA loss for the three months ending June 30, 2020.

 

Adjusted EBITDA for the three months ended June 30, 2021 was $5.4 million, as compared to $0.0 million for the three months ended June 30, 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 June 30, 2021, Boxlight had $7.4 million in cash and cash equivalents, $26.7 million in working capital, $155.3 million in total assets, $18.9 debt, $51.1 million in stockholders’ equity, 57.8 million common shares issued and outstanding, and 3.1 million preferred shares issued and outstanding.

 

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Financial Results for the Six Months Ended June 30, 2021

 

Revenues for the six months ended June 30, 2021 were $80.2 million as compared to $13.6 million for the six months ended June 30, 2020, resulting in a 492% increase due primarily to the acquisition of Sahara in September 2020 and increased demand for our solutions.

 

Gross profit for the six months ended June 30, 2021 was $21.4 million as compared to $4.3 million for the six months ended June 30, 2020. The gross profit margin for the six months ended June 30, 2021 was 26.7%, and adjusted for the net effect of acquisition-related purchase accounting, the margin was 28.7%, as compared to the 31.6% gross margin, as adjusted, reported for the six months ended June 30, 2020. As reported in Q1 2021, 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; this is anticipated to continue throughout 2021.

 

Total operating expenses for the six months ended June 30, 2021 were $21.9 million as compared to $7.7 million for the six months ended June 30, 2020. The increase primarily resulted from additional overhead costs associated with the acquired Sahara operations in September 2020.

 

Other income (expense) for the six months ended June 30, 2021 was net expense of $(4.4) million, as compared to net income of $0.1 million for the six months ended June 30, 2020. The increase in other expense was due to $0.7 million of increased interest expense associated with increased borrowings, $3.5 million of losses recognized on the settlement of certain debt obligations that were exchanged for common shares, and $0.2 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 $(7.4) million for the six months ended June 30, 2021 as compared to a net loss of $(3.4) million for the six months ended June 30, 2020. Our UK deferred tax liabilities required remeasurement in the quarter to book an expense of $2.2M, following a change to the UK income tax rate in June 2021. Finance Bill 2021 (“the Bill”) provides for an increase in the UK statutory tax rate to 25% (from 19%) for taxpayers with profits over £250K beginning April 1, 2023.

 

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The net loss attributable to common shareholders was $(7.6) million and $(3.4) million for the six months ended June 30, 2021 and 2020, respectively, after deducting fixed dividends to Series B preferred shareholders of $635 thousand and the fair value revaluation deemed contribution of $367 thousand following the redemption amendment with the Series B shareholders signed June 14, 2021.

 

Total comprehensive loss was $(7.1) million and $(3.5) million for the six months ended June 30, 2021 and 2020, reflecting the effect of cumulative foreign currency translation adjustments on consolidation, with the net effect year to date of $0.3 million gain and $(0.0) million for the six months ended June 30, 2021 and 2020, respectively.

 

The EPS loss for the six months ended June 30, 2021 was $(0.13) per basic and diluted share, compared to $(0.22) per basic and diluted share for the six months ended June 30, 2020.

 

EBITDA for the six months ending June 30, 2021 was $0.5 million, as compared to $(1.8) million EBITDA loss for the six months ending June 30, 2020.

 

Adjusted EBITDA for the six months ended June 30, 2021 was $7.0 million, as compared to a loss of $(0.7) million for the six months ended June 30, 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 June 30, 2021, Boxlight had $7.4 million in cash and cash equivalents, $26.7 million in working capital, $155.3 million in total assets, $18.9 debt, $51.1 million in stockholders’ equity, 57.8 million common shares issued and outstanding, and 3.1 million preferred shares issued and outstanding.

 

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Second Quarter 2021 Financial Results Conference Call

 

Management will host a conference call to discuss the second quarter 2021 financial results on Thursday, August 12, 2021 at 4:30 p.m. Eastern Time. The conference call details are as follows:

 

Date: Thursday, August 12, 2021
Time: 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in:

1-877-545-0320 (Domestic)

1-973-528-0016 (International)

Webcast: https://www.webcaster4.com/Webcast/Page/2213/42424

 

For those unable to participate during the live broadcast, a replay of the conference call will be available until 11:59 p.m. Eastern Time on Thursday, August 26, 2021 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay passcode 42424.

 

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

Condensed Consolidated Balance Sheets

As of June 30, 2021 and December 31, 2020

(Unaudited)

(in thousands, except share amounts)

 

   June 30, 2021   December 31, 2020 
ASSETS          
Current assets:          
Cash and cash equivalents  $7,437   $13,460 
Accounts receivable – trade, net of allowances   36,115    20,869 
Inventories, net of reserves   20,870    20,913 
Prepaid expenses and other current assets   13,463    6,161 
Total current assets   77,885    61,403 
           
Property and equipment, net of accumulated depreciation   584    562 
Intangible assets, net of accumulated amortization   53,306    55,157 
Goodwill   23,352    22,742 
Other assets   170    91 
Total assets  $155,297   $139,953 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current liabilities:          
Accounts payable and accrued expenses  $26,107   $14,245 
Accounts payable and accrued expenses – related parties   -    1,967 
Short-term debt   16,485    16,817 
Earn-out payable – related party   -    119 
Deferred revenues – short-term   6,197    5,671 
Derivative liabilities   536    363 
Other short-term liabilities   1,857    1,209 
Total current liabilities   51,182    40,392 
           
Deferred revenues – long-term   12,334    10,482 
Long-term debt   2,392    7,831 
Deferred tax liability   9,375    7,902 
Other long-term liabilities   365    2 
Total liabilities   75,648    66,609 
           
Commitments and contingencies (Note 13)          
           
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 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   100,559    86,768 
Accumulated deficit   (54,886)   (47,498)
Accumulated other comprehensive income   5,461    5,192 
Total stockholders’ equity   51,140    44,467 
           
Total liabilities and stockholders’ equity  $155,297   $139,953 

 

7
 

 

Boxlight Corporation

Consolidated Condensed Statements of Operations and Comprehensive Loss

For the six months ended June 30, 2021 and 2020

(Unaudited)

(in thousands, except per share amounts)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2021   2020   2021   2020 
Revenues, net  $46,754   $7,828   $80,177   $13,551 
Cost of revenues   33,920    5,137    58,791    9,269 
Gross profit   12,834    2,691    21,386    4,282 
                     
Operating expense:                    
General and administrative expenses   10,800    3,200    20,912    7,137 
Research and development   481    285    955    602 
Total operating expense   11,281    3,485    21,866    7,739 
                     
Income (loss) from operations   1,553    (794)   (480)   (3,457)
                     
Other income (expense):                    
Interest expense, net   (764)   (628)   (1,782)   (1,088)
Other income, net   5    17    20    76 
Changes in fair value of derivative liabilities   41    (74)   (225)   (46)
(Loss) gain from settlements of liabilities   (533)   53    (2,378)   1,139 
Total other income (expense)   (1,251)   (632)   (4,365)   81 
                     
Net Income (Loss) before income taxes  $302   $(1,426)  $(4,845)  $(3,376)
Income tax expense   (2,522)   -    (2,543)   - 
Net loss  $(2,220)  $(1,426)  $(7,388)  $(3,376)
Fixed dividends to Series B preferred shareholders   (317)   -    (635)   - 
Contribution from Series B preferred shareholders   367    -    367    - 
Net loss attributable to common stockholders  $(2,170)  $(1,426)  $(7,656)  $(3,376)
                     
Comprehensive loss:                    
Net loss  $(2,220)  $(1,426)  $(7,388)  $(3,376)
Foreign currency translation loss   530    (5)   269    (108)
Total comprehensive loss  $(1,691)  $(1,431)  $(7,119)  $(3,484)
                     
Net loss loss per common share – basic and diluted  $(0.04)  $(0.08)  $(0.13)  $(0.22)
Weighted average number of common shares outstanding – basic and diluted   57,871    17,637    56,518    15,066 

 

8
 

 

Boxlight Corporation

Reconciliation of Net Loss for the Three Months Ended

June 30, 2021 and 2020 to EBITDA and Adjusted EBITDA

(unaudited)

(in thousands)

 

(in thousands)  June 30, 2021   June 30, 2020 
Net loss  $(2,220)  $(1,426)
Depreciation and amortization   1,815    221 
Interest expense   764    628 
Income tax benefit   2,522    - 
EBITDA  $2,881   $(577)
Stock-based compensation expense   1,182    249 
Change in fair value of derivative liabilities   (41)   74 
Purchase accounting impact of fair valuing inventory   15    14 
Purchase accounting impact of fair valuing deferred revenue   790    - 
Net loss on settlement of Lind debt in stock   532    244 
Adjusted EBITDA  $5,359   $4 

 

9
 

 

Boxlight Corporation

Reconciliation of Net Loss for the Six Months Ended

June 30, 2021 and 2020 to EBITDA and Adjusted EBITDA

(unaudited)

(in thousands)

 

(in thousands)  June 30, 2021   June 30, 2020 
Net loss  $(7,388)  $(3,376)
Depreciation and amortization   3,570    440 
Interest expense   1,782    1,088 
Income tax benefit   2,543    - 
EBITDA  $507   $(1,848)
Stock-based compensation expense   1,859    520 
Change in fair value of derivative liabilities   225    46 
Purchase accounting impact of fair valuing inventory   30    19 
Purchase accounting impact of fair valuing deferred revenue   1,597    - 
Net loss on settlement of Lind debt in stock   2,735    591 
Adjusted EBITDA  $6,953   $(672)

 

Media

 


Sunshine Nance
+1 360-464-2119 x254
[email protected]

 

Investor Relations

 

+1 360-464-4478

[email protected]

 

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