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What changed in Boxlight Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Boxlight Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+380 added−287 removedSource: 10-K (2025-03-28) vs 10-K (2024-03-14)

Top changes in Boxlight Corp's 2024 10-K

380 paragraphs added · 287 removed · 220 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

86 edited+48 added−43 removed53 unchanged
Biggest changeEffective as of March 14, 2024, the Loan Parties entered into a fifth amendment (the “Fifth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the purpose of amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), In addition, the Lender and Collateral Agent agreed to waive any actual or potential event of default that may have arisen as a result of the Loan Parties failure to comply with certain financial covenants required in the fiscal quarter ended December 31, 2023 and in the interim two-month period ended February 29, 2024.
Biggest changeOn March 14, 2024, the Company entered into a fifth amendment to the Credit Agreement with the Collateral Agent and Lender (the "Fifth Amendment") to (i) amend and restate the Senior Leverage Ratio and Minimum Liquidity (each as defined in the Fifth Amendment), and (ii) waive any event of default that may have arisen directly as a result of the Company’s Financial Covenant Default (as defined in the Fifth Amendment) at December 31, 2023.
As of the date of this Annual Report, we have four subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Sahara Holdings Limited, an England and Wales corporation ("Sahara"), Boxlight Latinoamerica, S.A. DE C.V. (“BLS”) and Boxlight Latinoamerica Servicios, S.A. DE C.V., (“BLA”), both BLS and BLA are incorporated in Mexico. BLS and BLA are currently inactive.
As of the date of this Annual Report, we have four subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Sahara Holdings Limited, an England and Wales corporation ("Sahara"), Boxlight Latinoamerica, S.A. DE C.V. (“BLS”) and Boxlight Latinoamerica Servicios, S.A. DE C.V., (“BLA”). Both BLS and BLA are incorporated in Mexico and are currently inactive.
Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Manufacturing is by ODMs and OEMs in Taiwan and Mainland China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages.
Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Manufacturing is by ODMs and OEMs in Taiwan and Mainland China. Mimio products have been deployed in over 600,000 classrooms and dozens of countries. Mimio’s software is provided in over 30 languages.
Further details of our solution and favorable macro-economic analysis are set forth below: Growth in U.S. K-12 Market Expenditures Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in a December 2023 report by Futuresource, US Schools are budgeting for more IT in their classrooms.
Further details of our solution and favorable macro-economic analysis are set forth below: Growth in U.S. K-12 Market Expenditures Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in a December 2023 report by Futuresource, US Schools are budgeting for more IT in their classrooms. The U.S.
Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency.
Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow the management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency.
In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement.
In addition, the Collateral Agent and Lender agreed to (i) reduce, through September 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to LIBOR plus 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining a 1.75 EBITDA coverage ratio, and (iii) waive all prior events of default under the Credit Agreement.
Clevertouch CM Series The CM Series non-touch large format professional display for meeting presentations and digital signage is available in six sizes - 43′′, 49′′, 55′′, 65′′, 75′′, and 86′′. This 4K UHD, non-touch meeting room collaboration screen has wireless display connectivity and RS232 control for professional meeting room integration with control systems.
Clevertouch CM Series Non-Interactive Display The CM Series non-touch large format professional display for meeting presentations and digital signage is available in six sizes - 43′′, 49′′, 55′′, 65′′, 75′′, and 86′′. This 4K UHD, non-touch meeting room collaboration screen has wireless display connectivity and RS232 control for professional meeting room integration with control systems.
Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended. The Fourth Amendment made no other changes to the Credit Agreement.
Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, each as defined in the Credit Agreement, as amended. The Fourth Amendment made no other changes to the Credit Agreement.
The organizational structure of our companies as of the date of this Annual Report is as follows: Our Markets We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate, 6 Table of Contents communicate and collaborate.
The organizational structure of our companies as of the date of this Annual Report is as follows: Our Markets We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate, 8 Table of Contents communicate and collaborate.
As we grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable timely and effective business decisions. Logistics (Suppliers) Logistics is currently provided in the US by our Lawrenceville, Georgia facility and internationally by the Sahara team in London.
As we grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable timely and effective business decisions. Logistics (Suppliers) Logistics is currently provided in the US by our Duluth, Georgia facility and internationally by the Sahara team in London.
EzRoom 11 Table of Contents can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible programmability and ease-of-use features found nowhere else.
EzRoom can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible 13 Table of Contents programmability and ease-of-use features found nowhere else.
Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering specifications and utilizing IP developed and owned by Boxlight. Boxlight’s factories for ODM and OEM are located in the USA, Taiwan, Mainland China, Germany, and Turkey.
Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering requirements and utilizing IP developed and owned by Boxlight. Boxlight’s factories for ODM and OEM are located in the USA, Taiwan, Mainland China, Germany, and Turkey.
While the education sector has historically represented the majority of displays sold, growth in the corporate sector continue to outpace the education sector with sales to the corporate sector expected to reach approximately 44% of the global display market in 2027. We believe the growth in both the education and corporate sectors provides the Company with significant growth opportunities.
While the education sector has historically represented the majority of displays sold, growth in the corporate sector continue to outpace the education sector with sales to the corporate sector expected to reach approximately 19% of the global display market in 2027. We believe the growth in both the education and corporate sectors provides the Company with significant growth opportunities.
EOS Education unique professional learning experiences are: • Teacher-centric - We help teachers use the technology they have access to for their specific instructional purposes—we go beyond just point and click. • Hands-on - Teachers have an opportunity to practice new technical skills during sessions. 14 Table of Contents • Differentiated - Adjusted to current skills, knowledge, and teachers’ in-classroom practices. • Job-embedded - Grounded in day-to-day teaching to be relevant, engaging, and practical to implement. • Student context - Introducing technology tools to students and how to engage them with purpose.
EOS Education unique professional learning experiences are: • Teacher-centric - We help teachers use the technology they have access to for their specific instructional purposes—we go beyond just point and click. • Hands-on - Teachers have an opportunity to practice new technical skills during sessions. • Differentiated - Adjusted to current skills, knowledge, and teachers’ in-classroom practices. • Job-embedded - Grounded in day-to-day teaching to be relevant, engaging, and practical to implement. • Student context - Introducing technology tools to students and how to engage them with purpose.
The built-in Android system includes the CleverLive app for managing digital signage content of full screen capacity or can be 9 Table of Contents packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality. With 16/7 display, the CM Series has a built-in scheduler to manage on/off timing of messages, including instant messaging when needed.
The built-in Android system includes the CleverLive app for managing digital signage content of full screen capacity or can be packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality. With 16/7 display, the CM Series has a built-in scheduler to manage on/off timing of messages, including instant messaging when needed.
Our Sahara Holding Limited subsidiary has eight directly and indirectly owned subsidiaries located in the United States, the United Kingdom, the Netherlands, Belgium, Sweden, Finland and Germany, and our subsidiary Boxlight Inc., in turn, has six directly and indirectly owned subsidiaries located in the United States, Australia, Northern Ireland, Canada and Denmark.
Our Sahara Holdings Limited subsidiary has eight directly and indirectly owned subsidiaries located in the United States, the United Kingdom, the Netherlands, Belgium, Sweden, Finland and Germany, and our subsidiary Boxlight Inc., in turn, has six directly and indirectly owned subsidiaries located in the United States, Australia, Northern Ireland, Canada and Denmark.
HolonIQ reported in the Global EdTech Venture Capital Report that there has been some $32 billion in venture capital investment in the education/technology sector in the last decade (approximately 33% within the US) and predicts nearly triple that investment through to 2030.
HolonIQ reported in the Global EdTech Venture Capital Report that there has been approximately $32 billion in venture capital investment in the education/technology sector in the last decade (approximately 33% within the US) and predicts nearly triple that investment through 2030.
Through our subsidiary, EOS Education, we can extend our commitment to schools and districts by providing a rich portfolio of classroom training, professional development, and educator certification. EOS Education provides engaging and differentiated professional development for teachers to ensure that every student benefits from the technology tools available in their classrooms and schools.
Through our subsidiary, EOS Education, we can extend our commitment to schools and districts by providing a rich portfolio of classroom training, professional development, and educator certification. EOS Education provides engaging and differentiated professional development for teachers to ensure that every student benefits from the technology tools available in their classrooms and 16 Table of Contents schools.
Our Portfolio of Products We currently offer products within the following categories: • Front-of-Class Display (Mimio and Clevertouch brands) • FrontRow Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, and alerting • STEM • Educational Software & Content (Mimio Connect, LYNK Whiteboard, OKTOPUS, MimioStudio) • Peripherals and Accessories • Professional Development The Boxlight portfolio of solutions is designed to create dynamic teaching, learning, and presentation experiences.
Our Portfolio of Products We currently offer products within the following categories: • Front-of-Class Display (Mimio and Clevertouch brands) • Digital Signage Displays (Mimio and Clevertouch brands) • FrontRow Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, and alerting • STEM • Educational Software & Content (MyClass, Mimio Connect, LYNK Whiteboard, OKTOPUS, MimioStudio) • Peripherals and Accessories • Professional Development The Boxlight portfolio of solutions is designed to create dynamic teaching, learning, and presentation experiences.
We sell our products and software through more than 1,000 global reseller partners. We believe we offer the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories, software and professional development for schools and enterprises on the market today. The majority of our products are backed by nearly 30 years of research and development.
We sell our products and software through more than 1,000 global reseller partners. We are confident we offer the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories, software and professional development for schools and enterprises on the market today. The majority of our products are backed by nearly 40 years of research and development.
In 16 Table of Contents addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees and other costs in connection with the execution of the Credit Agreement.
In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees and other costs in connection with the execution of the Credit Agreement.
Headquartered in the United Kingdom, Sahara and its subsidiaries have a strong presence in the EMEA interactive flat-panel display (IFPD) market selling into education, health, government, military and corporate sectors. On April 17, 2020, we acquired MyStemKits Inc. (“MyStemKits”).
Headquartered in the United Kingdom, Sahara and its subsidiaries have a strong presence in the Europe, Middle East and Africa ("EMEA") interactive flat-panel display (IFPD) market selling into education, health, government, military and corporate sectors. On April 17, 2020, we acquired MyStemKits Inc. (“MyStemKits”).
In addition, we go to market through an indirect channel distribution model and utilize traditional value-added resellers and support them with training to become knowledgeable about the products we sell. We currently have approximately 800 resellers. We believe we offer the most comprehensive product portfolio in today’s education technology industry, along with best-in-class service and technical support.
In addition, we go to market through an indirect channel distribution model and utilize traditional value-added resellers and support them with training to become knowledgeable about the products we sell. We currently have approximately 1,000 resellers, worldwide. We believe we offer the most comprehensive integrated product portfolio in today’s education technology industry, along with best-in-class service and technical support.
Across the globe, state governments along with local communities continue to make sustained investments in education. The K-12 education sector represents one of the largest industry segments. The U.S. sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools.
Across the globe, state governments along with local communities continue to make sustained investments in education. The K-12 education sector represents one of the largest industry segments. The U.S. sector is comprised of approximately 15,600 public school districts across 50 states and 132,000 public and private elementary and secondary schools, and worldwide classrooms counts of 43 million.
Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term 17 Table of Contents Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.
The parties also agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.
Integration Strategy We have centralized our business management for all acquisitions through an enterprise resource planning (ERP) system which offers streamlined subsidiary integration utilizing a multi-currency platform. We have strengthened and refined the process to drive front-line sales forecasting to factory production.
Integration Strategy We are in the process of centralizing our business management for all acquisitions through an enterprise resource planning (ERP) system which offers streamlined subsidiary integration utilizing a multi-currency platform. We have strengthened and refined the process to drive front-line sales forecasting to factory production.
The Second Amendment to the Credit Agreement was entered into for purposes of the Lender funding a $2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.
Under the Second Amendment, the Lender funded a $2.5 million delayed draw term loan and adjusted certain terms of the Credit Agreement, including the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment, among other adjustments.
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 66,022 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 255,412 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $16.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our stock is then trading below $16.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount.
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 13,205 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 51,083 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $80.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our 18 Table of Contents stock is then trading below $80.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount.
LYNX Designed for interactive displays, LYNX Whiteboard is a free-to-use lesson building app, enabling student collaboration and allowing teachers to bring vibrancy to their lessons with a built-in media search. In addition, LYNX Whiteboard provides searchable images, GIFs and videos, allowing users to drag content into whiteboard presentations, all in a safe search enabled environment.
LYNX LYNX Whiteboard is a free-to-use lesson building solution, enabling student collaboration and allowing teachers to bring vibrancy to their lessons with a built-in media search. In addition, LYNX Whiteboard provides searchable images, GIFs and videos, allowing users to drag content into whiteboard presentations, all in a safe search enabled environment.
When integrated, our innovative solutions provide opportunity for a holistic approach to in-person or virtual learning experiences, meetings and professional learning, campus wide communication, or any situation where presentation, interaction, or engagement occurs. Front-of-Class Display Category Boxlight offers a choice of Interactive Flat-Panel Displays (IFPD), Interactive Whiteboards (IWB), and Non-Interactive Flat-Panel Displays.
When integrated, our innovative solutions provide an opportunity for a holistic approach to in-person or virtual learning experiences, meetings and professional learning, campus wide communications, emergency alerts, or any situation where presentation, interaction, or engagement occurs. 10 Table of Contents Front-of-Class Display Category Boxlight offers a choice of Interactive Flat-Panel Displays (IFPD), Interactive Whiteboards (IWB), and Non-Interactive Flat-Panel Displays.
Based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Warrant was reduced to $9.52 per share and the shares increased to 429,263. On July 22, 2022, the Company entered into a Securities Purchase Agreement with an accredited institutional investor.
Based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Warrant was reduced to $47.60 per share and the shares increased to 85,853. On July 22, 2022, the Company entered into a Securities Purchase Agreement with an accredited institutional investor.
Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat-panel displays, interactive touch projectors, touch boards and MimioTeach, which can turn any whiteboard interactive within 30 seconds.
On April 1, 2016, we acquired Mimio LLC, a Delaware limited liability company (“Mimio”). Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat-panel displays, interactive touch projectors, touch boards and MimioTeach, which can turn any whiteboard interactive within 30 seconds.
MimioTeach can turn any whiteboard (retrofit) into an interactive whiteboard in as little as 30 seconds. This portable product fits into a tote bag with room for a small desktop projector, which is attractive to teachers who move from classroom to classroom. For schools where “change is our normal,” MimioTeach eliminates the high cost of moving fixed-mount implementations.
This portable product fits into a tote bag with room for a small desktop projector, which is attractive to teachers who move from classroom to classroom. For schools where “change is our normal,” MimioTeach eliminates the high cost of moving fixed-mount implementations.
The CleverLive digital signage feature sets this display apart from screens in the marketplace. Clevertouch Live Rooms Live Rooms is a room booking solution that simplifies the meeting room booking process. Live Rooms features a 10” tablet that is manufactured with integrated room booking and digital signage software to deliver a powerful product to a busy marketplace.
Clevertouch Live Rooms Live Rooms is a room booking solution that simplifies the meeting room booking process. Live Rooms features a 10” tablet that is manufactured with integrated room booking and digital signage software to deliver a powerful product to a busy marketplace.
Sales and Marketing Our sales force consists of 56 account managers in EMEA including an EMEA sales director, 41 regional account managers in the U.S. including two Vice Presidents of Sales U.S., four sales heads based in Canada, three sales heads in Northern Ireland, two in Australia, and one in Latin America.
Sales and Marketing Our sales and marketing force consists of 38 account managers in EMEA including a sales director, 26 regional account managers in the U.S. including two Vice Presidents of Sales, three sales heads based in Canada, one in Australia, and one in Latin America.
According to a December 2023 report by FutureSource Consulting Ltd.("Futuresource"), the U.S. display market is expected to reach $44 billion by 2027.
According to a December 2024 report by FutureSource Consulting Ltd.("Futuresource"), the U.S. display market is expected to reach $40 billion by 2028.
Question types supported include multiple choice, multiple mark, yes/no, true/false, sequencing, numeric and text response. GameZones Multi-student Interactive Gaming Software GameZones allows up to four students to work simultaneously on a touch screen or tablet to complete interactive ‘game style’ activities.
Question types supported include multiple choice, multiple mark, yes/no, true/false, sequencing, numeric and text response. 15 Table of Contents GameZones Multi-student Interactive Gaming Software GameZones allows up to four students to work simultaneously on a touch screen or tablet to complete interactive ‘game style’ activities. The solution is extremely simple and easy to use and includes over 150 educational activities.
Trends in Tech-Savvy Education While industries from manufacturing to health care have adopted technology to improve their results, according to Stanford Business School in its Trends in Tech-Savvy Education , the education field remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is changing as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn. 7 Table of Contents New Technologies The delivery of digital education content is also driving a substantial shift in the education market.
We believe this scrutiny will cause there to be increased investment into the education sector. 9 Table of Contents Trends in Tech-Savvy Education While industries from manufacturing to health care have adopted technology to improve their results, according to Stanford Business School in its Trends in Tech-Savvy Education , the education field remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is changing as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn.
Employees As of December 31, 2023, we had the following distribution of employees: Operations 90 Sales & Marketing 117 Administration 21 Total 228 All of our employees are full-time employees. None of our employees are represented by labor organizations. We consider our relationship with our employees to be excellent.
Employees As of December 31, 2024, we had the following distribution of employees: Operations 67 Sales & Marketing 70 Administration 22 Total 159 The majority of our employees are full-time employees. None of our employees are represented by labor organizations. We consider our relationship with our employees to be excellent.
Our marketing team consists of our Vice President of Marketing Communications, a senior manager of marketing, four marketing specialist, an education specialist, and a graphic designer. Our sales force and marketing teams primarily drive sales of all Boxlight products (including our Mimio, Clevertouch, FrontRow and EOS brands) throughout North, Central and South America, Europe, the Middle East and Asia.
Our sales force and marketing teams primarily drive sales of all Boxlight products (including our Mimio, Clevertouch, FrontRow and EOS brands) throughout North, Central and South America, Europe, the Middle East and Asia.
Clevertouch PICO MK5 PICO MK 5 is a mid-range media player with 24/7 playout capability, WIFI connectivity, and is designed for multimedia-zoned presentations with text, images, videos, posters, RSS Feeds, social media content, and audio. CleverWall CleverWall is an all-in-one intelligent display solution, for enriched interaction in large spaces, lecture halls, meeting rooms, and more.
Clevertouch PICO MK5 PICO MK 5 is a mid-range media player with 24/7 playout capability, WIFI connectivity, and is designed for multimedia-zoned presentations with text, images, videos, posters, RSS Feeds, social media content, and audio.
On June 26, 2023, the Loan Parties entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate.
In June 2023, the Company entered into a fourth amendment to the Credit Agreement with the Collateral Agent and the Lender (the “Fourth Amendment”) to replace LIBOR-based rates with a SOFR-based rate.
Boxlight won 9 Tech and Learning Best for Back to School Awards for its MimioWall, MimioDS, MyBot Recruit, IMPACT Lux and Teacher Action!
At the 5th annual EdTech Breakthrough Awards, Boxlight received Best Technology Solution for Student Safety. Boxlight won 9 Tech and Learning Best for Back to School Awards for its MimioWall, MimioDS, MyBot Recruit, IMPACT Lux and Teacher Action!
MyStemKits MyStemKits offers hundreds of standards-driven lesson plans, activities, assessments, and Design Challenges for grades K-12 math and science teachers. High-quality lessons plans are developed and studied by The Florida Center for Research in Science. Technology, Engineering, and Mathematics (FCR-STEM), which is part of one of the nation’s oldest and most productive university-based education research organizations.
MyStemKits MyStemKits offers hundreds of standards-driven lesson plans, activities, assessments, and design challenges for grades K-12 math and science teachers. High-quality lessons plans are developed and studied by The Florida Center for Research in Science.
The Additional Draw was funded on April 24, 2023, must be repaid on or prior to September 29, 2023, and is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments.
Under the Third Amendment, the Lender funded an additional $3.0 million delayed draw term loan, which was required to be repaid on or prior to September 29, 2023, and adjusted certain terms of the Credit Agreement, including the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements (as defined in the Credit Agreement), among other adjustments.
MimioConnect helps teachers and students connect, collaborate, and learn more effectively from anywhere, making it a perfect solution for inside and outside the classroom. A MimioConnect Classroom license (lifetime) and MimioConnect Pro license (1 year) accompanies all front-of-classroom Boxlight displays.
Users can sign in and access assignments through their LMS, use existing rosters, and pass data back to the LMS. MyClass helps teachers and students connect, collaborate, and learn more effectively from anywhere, making it a perfect solution for inside and outside the classroom. A MyClass Classroom license (lifetime) and MyClass Pro license (1 year) accompanies all front-of-classroom Boxlight displays.
The Qwizdom Companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning.
The Qwizdom Companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. Qwizdom delivers products in more than 40 languages to customers around the world through a network of partners.
The presenter has full control over what is shared and can show up to four device screens simultaneously, increasing collaboration and participation within every session.
Users can not only share their screen to the display but can also mirror the display to student devices. The presenter has full control over what is shared and can show up to 16 device screens simultaneously, increasing collaboration and participation within every session.
Conductor The Conductor™ School Communication System is an IP-based, campus-wide communication and control solution that allows administrators to manage their day-to-day operations with Bells, Paging, Intercom, and Alerts.
Weighing less than 10 pounds, Lyrik is designed to be taken anywhere voice reinforcement is needed whether on campus or off. Conductor The Conductor™ School Communication System is an IP-based, campus-wide communication and control solution that allows administrators to manage their day-to-day operations with Bells, Paging, Intercom, and Alerts.
On December 20, 2018, Qwizdom UK Limited changed its name to Boxlight Group Ltd. On January 24, 2019, we merged Qwizdom, Inc. with and into Boxlight, Inc. The businesses previously conducted by Cohuborate Ltd. and Qwizdom UK Limited are now operated by the Boxlight Group Ltd., a wholly owned subsidiary of Boxlight, Inc.
On December 20, 2018, Cohuborate Ltd. transferred all of its assets and liabilities to Qwizdom UK Limited and changed its name to Qwizdom UK Limited. On December 20, 2018, Qwizdom UK Limited changed its name to Boxlight Group Ltd. On January 24, 2019, we merged Qwizdom, Inc. with and into Boxlight, Inc.
Of the Initial Loan, $8.5 million, was subject to repayment on February 28, 2022, with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022, and the $40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025.
Portions of the Term Loans were subject to repayment in February 2022, and quarterly principal payments of $625,000 and interest payments commenced March 31, 2022, with the remaining balance becoming due and payable in full on December 31, 2025.
Mic., while Clevertouch by Boxlight won signage Technology of the Year for the CleverLive products. • In 2022, Boxlight received awards from various industry publications including Overall EdTech Company of the Year in the EdTech Breakthrough Awards, Tech and Learning Best of Show for ISTELive 22, multiple awards from Tech & Learning’s Back to School Awards of Excellence, 4 awards for new products from THE Journal, multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage. • In 2021, Boxlight received Tech & Learning’s 2021 Awards of Excellence ‐ Best Tools for Back to School, in both Primary and Secondary levels for: MimioConnect® blended learning platform, MimioSTEM solutions, Boxlight‐EOS Professional Development Learning Solutions, and our ProColor interactive flat-panel.
Mic., while Clevertouch by Boxlight won signage Technology of the Year for the CleverLive products. • In 2022, Boxlight received awards from various industry publications including Overall EdTech Company of the Year in the EdTech Breakthrough Awards, Tech and Learning Best of Show for ISTELive 22, multiple awards from Tech & Learning’s Back to School Awards of Excellence, 4 awards for new products from THE Journal, multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage. 6 Table of Contents Our Company Boxlight Corporation was incorporated in Nevada on September 18, 2014 for the purpose of acquiring technology companies that sell interactive products into the education market.
With two clicks, the teacher or user can turn on, auto-focus, and illuminate the included LED lights for smooth high-definition images. 12 Table of Contents Educational Software Category The Mimio suite of software and applications is a combination of titles from acquisitions of Mimio, Qwizdom, and Sahara (Clevertouch) - leading brands in the IWB and Formative Assessment Software Categories, and since then capabilities have been built upon that IP.
Educational Software Category The Mimio suite of software and applications is a combination of titles from acquisitions of Mimio, Qwizdom, and Sahara (Clevertouch) - leading brands in the IWB and Formative Assessment Software Categories, and since then capabilities have been built upon that IP.
Recent Financing On December 31, 2021, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight, FrontRow, and Sahara as guarantors (together the "Loan Parties"), entered into a maximum four-year $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with WhiteHawk Finance LLC, as lender (the “Lender”), and WhiteHawk Capital Partners, LP, as collateral agent (“the Collateral Agent”).
Credit Agreement In December 2021, the Company and substantially all of its direct and indirect subsidiaries (the “Loan Parties”) entered into a term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”).
Clevershare Clevershare allows users to share content with any device from either the dongle and the USB C connection or the Clevershare app. Up to 50 devices can connect with the Clevertouch screen and share content – images, video, and audio with touch-back for two-way control.
Unplug'd Unplug'd enables users to share their screen and connect from any device via the Unplug'd app. The platform supports up to 50 devices connecting to a "Boxlight/Mimio/Clevertouch" screen and share content – images, video, and audio with touch-back for two-way control.
Further, the report estimates that the global “expenditure on education and training from governments, parents, individuals and corporates continues to grow to historic levels and is expected to reach USD $10 trillion by 2030.” Increasing Focus on Accountability and the Quality of Student Education U.S.
Further, the report estimates that the global “expenditure on education and training from governments, parents, individuals and corporates continues to grow to historic levels and is expected to reach USD $10 trillion by 2030.” According to Research and Markets , the School Assessment Tools Market grew from $10.44 billion in 2023 to $11.38 billion in 2024.
Under the terms of the Credit Agreement, the Company received an initial term loan of $58.5 million on December 31, 2021 (the “Initial Loan”) and obtained a delayed draw facility of up to $10 million (the “Delayed Draw”). The Initial Loan and the Delayed Draw are collectively referred to as the Term Loans.
Under the Credit Agreement, the Company received an initial term loan of $58.5 million and a subsequent delayed draw facility of up to $10 million (collectively, the “Term Loans”). The Term Loans are secured by substantially all of the assets of the Company.
On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023.
In April 2022, the Company entered into a First Amendment to the Credit Agreement with the Collateral Agent and Lender (the “First Amendment”), pursuant to which the Collateral Agent and Lender agreed to extend the terms of repayment of $8.5 million originally due in February 2022 until February 2023.
Cohuborate produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration. On December 20, 2018, Cohuborate Ltd. transferred all of its assets and liabilities to Qwizdom UK Limited and changed its name to Qwizdom UK Limited.
On May 9, 2018, we acquired Cohuborate, Ltd., a United Kingdom corporation based in Lancashire, England. Cohuborate produces, sells and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration.
We compete with other developers, manufacturers and distributors of interactive displays and personal computer technologies, tablets, television screens and smart phones, such as Smart Technologies, Promethean, ViewSonic, Dell Computers, Samsung, Panasonic and ClearTouch.
We compete with other developers, manufacturers and distributors of interactive displays and personal computer technologies, tablets, television screens and smart phones, such as SMART Technologies, Promethean, ViewSonic, Newline, Samsung, Panasonic and ClearTouch. Even with these competitors, the market presents new opportunities in responding to demands to replace outdated and failing interactive displays with more affordable and simpler solution interactive displays.
Other modes extend usage outside of the classroom, allowing students to complete homework or review daily lessons at their own pace. MimioConnect also integrates deeply with all the major LMS (Learning Management System). Users can sign in and access assignments through their LMS, use existing rosters, and pass data back to the LMS.
Built-in tools for collaboration, instant polling, assessment, student monitoring and management, making teaching and discussion more impactful. Other modes extend usage outside of the classroom, allowing students to complete homework or review daily lessons at their own pace. MyClass also integrates deeply with all the major LMS (Learning Management System).
Our expectation is that over time, opportunity in these areas will expand to be as large or potentially larger than our K-12 Education business. 15 Table of Contents Competition The interactive education industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panels and interactive whiteboards.
Competition The interactive education industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panels and interactive whiteboards.
We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments. Growth in the E-learning Market According to the “ E-learning Market – Global Outlook and Forecast 2020-2025, ” the e-learning market is expected to display significant growth opportunities in the next five years.
We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments.
According to the terms of the Credit Agreement, this purchase agreement triggered a reduction of the exercise price of the Warrants. The Warrants were repriced to $8.80, and shares increased to 464,385. In February 2022, the Lender and the Company agreed in principle to an extension of the February 2022 Payment.
According to the terms of the Credit Agreement, this purchase agreement triggered a reduction of the exercise price of the Warrants. The Warrants were repriced to $44.00, and shares increased to 92,877.
The completion of the Additional Draw eliminates further delayed draws under the Credit Agreement. On July 20, 2023, the Company paid the $3.0 million due under the terms of the Third Amendment. There were no prepayment penalties or premiums included with this payment.
Following this additional draw, no further delayed draws remained under the Credit Agreement. In July 2023, the Company repaid the $3.0 million delayed draw term loan with no prepayment penalties or premiums.
A highly customizable solution, EzRoom offers wall and ceiling mountable enclosures with pre-installed options customized for a school’s needs, simplifying the installation process for AV integrators (resellers). EzRoom is an “everything but the display” solution, providing sound reinforcement, microphones, speakers, AV control devices, AV wall plates, and networked cameras.
EzRoom EzRoom™ is an integrated AV solution designed for larger capital projects such as technology retrofits or new school construction. A highly customizable solution, EzRoom offers wall and ceiling mountable enclosures with pre-installed options customized for a school’s needs, simplifying the installation process for AV integrators (resellers).
Our award-winning, interactive classroom technology and easy to use line of classroom hardware and software solutions provide schools and districts with the most complete line of progressive, integrated classroom technologies available worldwide. We are also developing our Corporate, Higher Education and Government solutions and have separate sales teams in both the U.S. and in other countries focused on these areas.
Our award-winning, interactive classroom technology and 17 Table of Contents easy to use line of classroom hardware and software solutions provide schools and districts with the most complete line of innovative progressive, integrated classroom technologies available worldwide.
We pride ourselves in providing industry-leading service and support and have received numerous product awards: • In 2023, Boxlight received multiple awards from various industry events and publications. Boxlight's Clevertouch brands were awarded three best of show awards at the ISE conference for LYNX Whiteboard, IMPACT Max and UX Pro 2.
We pride ourselves in providing industry-leading service and support and have received numerous product awards: • In 2024, Boxlight received multiple awards from various industry events and publications. Three of Boxlight's solutions were recognized as Best of 2023 by Tech & Learning, receiving a total of six awards.
Also comes with CleverLive digital signage platform to deliver campus- and site-wide communication of information, announcements, and emergency alerts. MimioTeach Interactive Whiteboard MimioTeach is one of our best known and longest-lived products. Hundreds of thousands of MimioTeach portable digital interactive whiteboard systems and its predecessor models are used in classrooms around the world.
MimioTeach Interactive Whiteboard MimioTeach is one of our best known and longest-lived products. Thousands of MimioTeach portable digital interactive whiteboard systems and its predecessor models are used in classrooms around the world. MimioTeach can turn any whiteboard (retrofit) into an interactive whiteboard in as little as 30 seconds.
On May 9, 2016, we acquired Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”). Genesis, is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee.
Genesis, is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee. Genesis also sells our 7 Table of Contents interactive solutions into the business and government markets in the United States. Effective August 1, 2016, Genesis was merged into our Boxlight Inc. subsidiary.
The tower has an integrated rechargeable battery and can be connected to a computer or other auxiliary audio source either directly using cables or wirelessly using Bluetooth®. Weighing less than 10 pounds, Lyrik is designed to be taken anywhere voice reinforcement is needed whether on campus or off.
Lyrik The Lyrik™ amplification solution is a small yet portable system for instruction and audio media to be heard anywhere, from the classroom to the bus line, or even online. The tower has an integrated rechargeable battery and can be connected to a computer or other auxiliary audio source either directly using cables or wirelessly using Bluetooth®.
LessonCam Instructional Camera The FrontRow LessonCam is a high-definition Pan, Tilt, Zoom (PTZ) instructional camera with 12x optical zoom, enabling dynamic and engaging remote-only, hybrid, or asynchronous learning. LessonCam integrates with the FrontRow EzRoom and Juno classroom audio systems with popular video conferencing solutions such as Microsoft Teams, Microsoft Skype, Zoom, Google Meet, and Cisco Webex.
LessonCam integrates with the FrontRow EzRoom and Juno classroom audio systems with popular video conferencing solutions such as Microsoft Teams, Microsoft Skype, Zoom, Google Meet, and Cisco Webex. LessonCam is a stand-out educational tool for teachers who want to engage with students wherever they are learning.
No drilling or cutting is required, MimioFrame easily and quickly attaches with industrial-strength double-sided tape. Classroom Audio and School-wide Communication Category Juno Juno® is the towering standard of sound quality that reinforces a teacher’s voice so that every student gets a FrontRow seat.
Classroom Audio and School-wide Communication Category Juno Juno® is the towering standard of sound quality that reinforces a teacher’s voice so that every student gets a FrontRow seat. Juno sets up in minutes — and yet evenly fills the classroom with the kind of exciting, multi-layered stereo sound typical of larger installed systems.
MimioView document camera Boxlight’s MimioView 350U is a 4K document camera that is integrated with MimioStudio to make the combination easy to use with a single cable connection that carries power, video, and control. MimioView 350U is fully integrated into our MimioStudio software solution and is controlled through MimioStudio’s applications menu.
Technology, Engineering, and Mathematics (FCR-STEM), which is part of one of the nation’s oldest and most productive university-based education research organizations. 14 Table of Contents MimioView document camera Boxlight’s MimioView 350U is a 4K document camera that is integrated with MimioStudio software to make the combination easy to use with a single cable connection that carries power, video, and control.
On June 21, 2022, the Company and substantially all of its direct and indirect subsidiaries, entered into a second amendment (the “Second Amendment”) to the Credit Agreement December 31, 2021 and as amended on April 4, 2022, with the Collateral Agent and Lender.
In June 2022, the Loan Parties entered into a second amendment to the Credit Agreement with the Collateral Agent and Lender (the “Second Amendment”).
At the EdTech awards, Attention!® was named winner of the EDTech Cool Tool Award and Clevershare was a finalist in the screen mirroring software. At the 5th annual EdTech Breakthrough Awards, Boxlight received Best Technology Solution for Student Safety.
Boxlight's Clevertouch brands were awarded three best of show awards at the ISE conference for LYNX Whiteboard, IMPACT Max and UX Pro 2. At the EdTech awards, Attention!® was named winner of the EDTech Cool Tool Award and Clevershare was a finalist in the screen mirroring software.
On April 24, 2023, the Loan Parties entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender. The Third Amendment was entered into for purposes of the Lender funding an additional $3.0 million delayed draw term loan (the “Additional Draw”).
In April 2023, the Company entered into a third amendment to the Credit Agreement with the Collateral Agent and the Lender (the “Third Amendment”).
Teachers can create interactive content and assessments from scratch, import existing lessons and content, or draw from 10,000+ premade digital lessons in the lesson library. Built-in tools for collaboration, instant polling, assessment, student monitoring and management, make classroom teaching and discussion more impactful.
MyClass Student Engagement Platform MyClass is an online student engagement platform that combines innovative lesson building and instructional tools to create an active learning environment. Teachers can create interactive content and assessments from scratch, import existing lessons and content, or draw from 10,000+ premade digital lessons in the lesson library.
The principal elements of the First Amendment included (a) an extension of time to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.
The First Amendment also included forbearance on certain over-advances to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.
Juno is also uniquely expandable, with the ability to add modules for additional microphones, speakers, analog page override, and Conductor compatibility for networked campus communication. EzRoom EzRoom™ is an integrated AV solution designed for larger capital projects such as technology retrofits or new school construction.
Juno is superior to other products in the classroom audio category, offering premium features such as feedback suppression, digital EQ, Bluetooth, and teacher voice priority. Juno is also uniquely expandable, with the ability to add modules for additional microphones, speakers, analog page override, and Conductor compatibility for networked campus communication.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of the factors that could negatively affect our share price or result in fluctuations in the price of our common stock include: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our Class A common stock or the stock of other companies in our industry; • the failure of analysts to cover our Class A common stock; • strategic actions by us or our competitors, such as acquisitions or restructurings; • announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by third parties or governmental entities of significant claims or proceedings against us; • new laws and governmental regulations, or other regulatory developments, applicable to our industry; • changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from the ongoing COVID-19 pandemic and, conflicts between Ukraine and Russia, and Israel and Hamas, war, incidents of terrorism or responses to such events; • changes in government spending levels on education; • changes in key personnel; • sales of common stock by us, members of our management team or our stockholders; • the granting or exercise of employee stock options or other equity awards; • the volume of trading in our Class A common stock; and • the realization of any risks described in this Item 1A under the caption “Risk Factors”.
Biggest changeSome of the factors that could negatively affect our share price or result in fluctuations in the price of our common stock include: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our Class A common stock or the stock of other companies in our industry; • the failure of analysts to cover our Class A common stock; • strategic actions by us or our competitors, such as acquisitions or restructurings; • announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments; 37 Table of Contents • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by third parties or governmental entities of significant claims or proceedings against us; • new laws and governmental regulations, or other regulatory developments, applicable to our industry; • changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, such as trade wars; • changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from any epidemcis, pandemics, or other health crises, and conflicts between Ukraine and Russia, and Israel and Hamas, war, incidents of terrorism, natural disasters, changing weather conditions or responses to such events; • continued decreases in government spending levels on education; • changes in key personnel; • sales of our common stock by us, members of our management team or our stockholders; • the granting or exercise of employee stock options or other equity awards; • the volume of trading in our Class A common stock; and • the realization of any risks described in this Item 1A under the caption “Risk Factors”.
Such events may cause customers to suspend their decisions on using the Company’s products and services, make it impossible to attend or sponsor trade shows or other conferences in which our products and services are presented to customers and potential customers, cause restrictions, postponements and cancellations of events that attract large crowds and public gatherings such as trade shows at which we have historically presented our products, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services, commitments to develop new products.
Such events may cause customers to suspend their decisions on using our products and services, make it impossible to attend or sponsor trade shows or other conferences in which our products and services are presented to customers and potential customers, cause restrictions, postponements and cancellations of events that attract large crowds and public gatherings such as trade shows at which we have historically presented our products, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services, commitments to develop new products.
In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that: • misappropriation of our proprietary and confidential information, including technology, will nevertheless occur; • our confidentiality agreements will not be honored or may be rendered unenforceable; • third parties will independently develop equivalent, superior or competitive technology or products; 29 Table of Contents • disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or • unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur. • we cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights.
In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that: • misappropriation of our proprietary and confidential information, including technology, will nevertheless occur; • our confidentiality agreements will not be honored or may be rendered unenforceable; • third parties will independently develop equivalent, superior or competitive technology or products; • disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or • unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur. • we cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights.
Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to 25 Table of Contents this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.
Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.
If there is a change in foreign currency exchange rates, the translation of any of the group companie's financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income.
If there is a change in foreign currency exchange rates, the translation of any of the group companies' financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income.
Unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas may adversely affect our business, financial condition, or results of operations . Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.
Unfavorable global economic or political conditions, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas may adversely affect our business, financial condition, or results of operations . Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.
It is not possible to predict the broader or longer-term consequences of these conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, 20 Table of Contents currency exchange rates and financial markets.
It is not possible to predict the broader or longer-term consequences of these conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.
While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.
While we have taken actions to 25 Table of Contents mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.
If we do not maintain and continue to build relationships with resellers and distributors our business will be harmed. If our electronic data is compromised, our business could be significantly harmed. We and our business partners maintain significant amounts of data electronically in locations around the world.
If we do not maintain and continue to build relationships with resellers and distributors our business will be harmed. 30 Table of Contents If our electronic data is compromised, our business could be significantly harmed. We and our business partners maintain significant amounts of data electronically in locations around the world.
Any such volatility and disruptions may have adverse consequences on us or the third parties upon whom we rely. 28 Table of Contents Risks Related to Our Intellectual Property and Technology Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.
Any such volatility and disruptions may have adverse consequences on us or the third parties upon whom we rely. Risks Related to Our Intellectual Property and Technology Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.
Any material misstatements could require a restatement of our consolidated financial statements, cause us to fail to meet our reporting 33 Table of Contents obligations or cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities.
Any material misstatements could require a restatement of our consolidated financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities.
Risks Related to Our Class A Common Stock We may not be able to maintain a listing of our Class A common stock on Nasdaq Capital Market, or Nasdaq. Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.
Risks Related to Our Class A Common Stock We may not be able to maintain a listing of our Class A common stock on Nasdaq. Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.
If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. Our worldwide operations will subject us to income taxation in many jurisdictions, and we must exercise significant judgment to determine our worldwide financial provision for income taxes.
If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. 32 Table of Contents Our worldwide operations will subject us to income taxation in many jurisdictions, and we must exercise significant judgment to determine our worldwide financial provision for income taxes.
Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers.
Current and potential competitors may establish cooperative relationships among themselves or with third parties, 27 Table of Contents including through mergers or acquisitions, to increase the ability of their products to address the needs of customers.
Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and acceleration all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.
Although, to date, we have been successful in obtaining waivers with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and accelerate all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.
Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the extent of such obligations could require additional litigation.
Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its 35 Table of Contents contractual obligations and determining the extent of such obligations could require additional litigation.
In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue. 26 Table of Contents If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.
In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue. If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.
However, to date, there has not been widespread adoption of interactive displays and collaboration solutions in the business and government market, and these solutions may fail to achieve wide acceptance in this market.
However, to date, there has been limited adoption of interactive displays and collaboration solutions in the business and government market, and these solutions may fail to achieve wide acceptance in this market.
Risks Related to our Foreign Operations We are subject to risks inherently related to our foreign operations. Sales outside the US represented 49% of our revenues for the year ended December 31, 2023. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities.
Risks Related to our Foreign Operations We are subject to risks inherently related to our foreign operations. Sales outside the US represented 55% of our revenues for the year ended December 31, 2024. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities.
We have identified control deficiencies that constituted a material weakness in our internal controls and procedures in the past and may experience a material weakness in future years. If we fail to maintain adequate internal controls, our financial statements may not accurately reflect our financial condition.
We have identified control deficiencies that constituted a material weakness in our internal controls and procedures in the past and may experience a material weakness in future years. If we fail to maintain 39 Table of Contents adequate internal controls, our financial statements may not accurately reflect our financial condition.
For the year ended December 31, 2023, we generated approximately 78% of our revenues from sales of our interactive display products, consisting of interactive flat-panels and whiteboards. A decrease in demand for our interactive displays would significantly reduce our revenue.
For the year ended December 31, 2024, we generated approximately 73% of our revenues from sales of our interactive display products, consisting of interactive flat-panels and whiteboards. A decrease in demand for our interactive displays would significantly reduce our revenue.
If we are unable to replace the revenue and earnings, we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales in other underserved markets, such as Africa, Latin America, and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected. 23 Table of Contents We face significant challenges growing our sales in foreign markets.
If we are unable to replace the revenue and earnings, we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales 28 Table of Contents in other underserved markets, such as Africa, Latin America, and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected.
In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. The Boxlight Group has historically provided product warranties between one and five years, and the failure of our products to operate as described could give rise to warranty claims.
In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. The Boxlight Group has historically provided product warranties, with the average duration being between three and five years, and the failure of our products to operate as described could give rise to warranty claims.
These events also pose significant risks to the Company’s personnel and to physical facilities, transportation and operations, which could materially adversely affect the Company’s financial results.
These events also pose significant risks to our personnel and to physical facilities, transportation and operations, which could materially adversely affect our financial results.
For our products to gain broad acceptance in all markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country.
We face significant challenges growing our sales in foreign markets. For our products to gain broad acceptance in all markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country.
In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our Company. We have no intention of declaring dividends in the foreseeable future.
In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our Company.
For example, it could: 19 Table of Contents • increase our vulnerability to adverse economic, industry or competitive developments; • result in an event of default if we fail to satisfy our obligations with respect to our Credit Agreement or which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt; • require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities; • limit our ability to service our indebtedness; • limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or general corporate purpose; The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects.
For example, it could: • increase our vulnerability to adverse economic, industry or competitive developments; • result in an event of default if we fail to satisfy our obligations with respect to our Credit Agreement or which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt; • require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities; • limit our ability to service our indebtedness; or • limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or general corporate purposes.
Risks Related to Our Business, Operations and Financial Condition We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.
Risks Related to Our Business, Operations and Financial Condition We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern. As of December 31, 2024, we owed $37.6 million to the Lender under our Credit Agreement.
As mentioned before, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.
As previously discussed, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.
In addition, our financial performance, government regulatory action, tax laws and market conditions in general, including the ongoing COVID-19 pandemic and conflicts between Ukraine and Russia, and Israel and Hamas, and their resulting impact on the economy at large, could have a significant impact on the future market price of our Class A common stock.
In addition, our financial performance, government regulatory action, the imposition of tariffs or trade wars, tax laws and market conditions in general, and conflicts between Ukraine and Russia, and Israel and Hamas, and their resulting impact on the economy at large, could have a significant impact on the future market price of our Class A common stock.
War, terrorism, other acts of violence or natural or man-made disasters, including a global pandemic, may affect the markets in which the Company operates, the Company’s customers, the Company’s delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial conditions.
War, terrorism, other acts of violence or natural or man-made disasters, changing weather conditions, or any epidemic, global pandemic, or other health crises, may affect the markets in which we operate, our customers, our delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial conditions.
Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition. Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to quarterly and yearly fluctuations, depending on a number of factors.
Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to quarterly and yearly fluctuations, depending on a number of factors.
While conditions surrounding the COVID-19 pandemic seem to have stabilized, there is nonetheless a risk related to modification of the traditional classroom setting, similar to what occurred during 2020 to 2021 when many classrooms were all virtual, that may result in reduced demand for our classroom solutions, including reduced demand for our interactive displays due to extended or indefinite distance and digital learning.
With any such future events or circumstances, there may be a risk related to modification of the traditional classroom setting, similar to what occurred during 2020 to 2021 during the COVID-19 pandemic when many classrooms were all virtual, that may result in reduced demand for our classroom solutions, including reduced demand for our interactive displays due to extended or indefinite distance and digital learning.
The COVID-19 pandemic and resulting economic recession could cause a substantial disruption in, decrease or stagnation of, spending and budget priorities for government funding of schools, colleges, universities and other education providers and government agencies.
Epidemics, pandemics, and other health crises, such as the COVID-19 pandemic, can result in economic recession that could cause a substantial disruption in, decrease or stagnation of, spending and budget priorities for government funding of schools, colleges, universities and other education providers and government agencies.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. 32 Table of Contents Our Articles of Incorporation, Bylaws and Nevada law may have anti-takeover effects.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. Our Articles of Incorporation, Bylaws and Nevada law may have anti-takeover effects.
Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel. 24 Table of Contents If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected.
If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected.
On February 29, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq notifying us that based upon the closing bid price for the last 30 consecutive business days, we no longer meet the Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
On February 28, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”), notifying us that, based upon the closing bid price of our Class A common stock for the previous 30 consecutive business days, we no longer met the requirements of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Any additional decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue.
If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute alternative technologies, we could lose revenue. 31 Table of Contents Any additional decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue.
In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the United States, the United Kingdom, Mexico, Australia, Malaysia, Canada, Turkey Sweden, Finland, Germany, Holland, and China.
We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us. 34 Table of Contents In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the United States, the United Kingdom, Mexico, Australia, Malaysia, Canada, Turkey Sweden, Finland, Germany, Holland, and China.
We monitor our foreign exchange exposures, and these activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations. As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods. Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.
As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods. Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.
We use resellers and distributors to promote and sell our products. Substantially all our sales are made through resellers and distributors. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors.
However, changes to our brand strategy could negatively impact future revenues if not completed successfully. We use resellers and distributors to promote and sell our products. Substantially all our sales are made through resellers and distributors. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors.
We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge fully our exchange rate risks.
We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future.
The Company’s business may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the COVID-19 outbreak which commenced in 2020).
Our business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters or changing weather conditions, including famine, food, fire, earthquake, storm, hurricane, epidemic, pandemic events or other health crises.
Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and cause us to incur significant expenses.
Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results.
If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer. 31 Table of Contents The market price of our Class A common stock may be volatile, which could cause the value of our common stock to fluctuate and possibly decline significantly.
If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.
The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition. War, terrorism, other acts of violence, changing circumstances related to the COVID-19 Pandemic or potential effects of future pandemics, are unpredictable and could adversely affect our business operations and the market for our products.
War, terrorism, other acts of violence, natural disasters, changing weather conditions, changing circumstances related to potential effects of future epidemics, pandemics, or other health crises, are unpredictable and could adversely affect our business operations and the market for our products.
Our revenues and operating results normally fluctuate as a result of seasonal variations in our business, driven largely by the purchasing cycles of the educational market. Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. We expect quarterly fluctuations in our revenues and operating results to continue.
Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. We expect quarterly fluctuations in our revenues and operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced.
Should additional taxes be assessed 27 Table of Contents against us as a result of an audit or litigation, there could be a material adverse effect on our current and future results and financial condition.
Should additional taxes be assessed against us as a result of an audit or litigation, there could be a material adverse effect on our current and future results and financial condition. Certain of our subsidiaries provide products to and may from time to time undertake certain significant transactions with us and our other subsidiaries in different jurisdictions.
We have been provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule. If we are not in compliance with the Bid Price Rule by August 26, 2024, we may be afforded a second 180 calendar day period to regain compliance.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule.
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing demands and preferences of customers in a timely manner.
If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability. Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing demands and preferences of customers in a timely manner.
Certain of our subsidiaries provide products to and may from time to time undertake certain significant transactions with us and our other subsidiaries in different jurisdictions. In general, cross-border transactions between related parties and, in particular, related party financing transactions, are subject to close review by tax authorities.
In general, cross-border transactions between related parties and, in particular, related party financing transactions, are subject to close review by tax authorities.
If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations. 22 Table of Contents If we are unable to continually enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.
If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.
In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment.
In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in 29 Table of Contents connection with their employment. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.
If we fail to regain compliance, or otherwise violate or fail to meet any Nasdaq listing requirements, our Class A common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
In addition, our Board may determine in the future that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays.
It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays. For example, significant sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays continue to increase.
If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products. 21 Table of Contents Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year.
If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products.
The market price of our Class A common stock may be highly volatile and subject to wide fluctuations. In 2023, the price of our Class A common stock declined from $2.48 on January 3, 2023 to $1.07 per share on December 29, 2023. As of March 8, 2024, our Class A common stock closed at $0.92 per share.
In 2024, the price of our Class A common stock declined from $5.20 on January 2, 2024 to $1.91 per share on December 31, 2024. As of March 24, 2025, our Class A common stock closed at $1.57 per share.
Additionally, we have disclosed this in our periodic reports filed with the SEC that there is substantial doubt about our ability to continue as a going concern. We have a substantial amount of indebtedness bearing interest at a variable rate, which may adversely affect our cash flow and our ability to operate our business.
We have a substantial amount of indebtedness bearing interest at a variable rate, which may adversely affect our cash flow and our ability to operate our business. We have a significant amount of indebtedness. As of December 31, 2024, we have approximately $38 million of indebtedness outstanding, all of which is secured.
These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced. As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.
As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position. Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition.
In addition, borrowings under the Credit Agreement bear interest at variable rates. If these rates were to increase significantly, the risk related to our substantial indebtedness would intensify. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.
The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects. In addition, borrowings under the Credit Agreement bear interest at variable rates. If these rates were to increase significantly, the risk related to our substantial indebtedness would intensify.
We will continue to actively monitor the closing bid price of our Class A common stock and will evaluate available options, including, without limitation, seeking to effect a reverse stock split, in order to resolve the deficiency and regain compliance with the Bid Price Rule.
We effectuated the Reverse Stock Split to raise the per share bid price of our Class A Common Stock above $1.00 per share in an effort to regain compliance with the Bid Price Rule.
We have a significant amount of indebtedness. As of December 31, 2023, we have approximately $43 million of indebtedness outstanding, all of which is secured. Our substantial amount of indebtedness could have important consequences.
Our substantial amount of indebtedness could have important consequences.
The March 2023 failure of Silicon Valley Bank and its potential near- and long-term effects on the overall banking industry, may also adversely affect our operations and stock price. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine.
Increased or new restrictions on international trade, such as tariffs, can adversely affect the Company’s operations and supply chain and limit the Company’s ability to offer and sell its products and services to customers. The U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine.
Removed
In that event, the trading price of our securities could decline, and you could lose all or part of your investment. 18 Table of Contents Summary Risk Factors Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following: • Unfavorable global economic or political conditions, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas, may adversely affect our business, financial condition, results from operations, or the businesses of our suppliers, vendors and logistics partners; • our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of a global pandemic linked to the COVID-19 pandemic or any future pandemics; • our inability to predict or adapt to the unstable market and economic conditions of the global economy; • our ability to continue to attract and retain customers; • our ability to sell additional products and services to customers; • our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans; • our ability to successfully maintain a competitive position in our industry and market; • our ability to manage our business and sell our products within a changing and evolving industry environment; • our ability to locate and leverage potential growth opportunities; • our ability to achieve expected technological advances by us or by third parties and our ability to leverage them; • our ability to integrate our business acquisitions fully and successfully into Boxlight’s existing business and platform; • the effects of future regulation; and • our ability to protect and monetize our intellectual property.
Added
Summary Risk Factors Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following: • our ability to continue to operate as a going concern; • our ability to maintain a listing of our Class A common stock on Nasdaq Capital Market; • our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder; • our ability to pay the redemption price of our outstanding Series B Preferred Stock and Series C Preferred Stock in the event the holders thereof were to opt to cause the Company to redeem the Series B Preferred Stock or Series C Preferred Stock; • our indebtedness, a substantial amount of which is bearing interest at a variable rate; 20 Table of Contents • our history of operating losses; • our ability to raise additional capital; • changes in the sales of our display products; • changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, such as trade wars; • changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies; • seasonal fluctuations in our business; • changes in our working capital requirements and cash flow fluctuations; • competition in our industry; • our ability to enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner; • our reliance on resellers and distributors to promote and sell our products; • the success of our strategy to increase sales in the business and government market; • changes in market saturation for our products; • challenges growing our sales in foreign markets; • our dependency on third-party suppliers; • our reliance on highly skilled personnel; • our ability to enter into and maintain strategic alliances with third parties; • our inability to successfully complete or manage strategic restructuring; • unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas; • war, terrorism, other acts of violence, or potential effects of future pandemics; • a breach in security of our electronic data or our information technology systems, including any cybersecurity attack; • our ability to keep pace with developments in technology; • consumer product and environmental laws; • risks inherently related to our foreign operations; • our compliance with the Foreign Corrupt Practices Act; • income taxation for our worldwide operations; • our ability to ship and transport components and final products efficiently and economically across long distances and borders; 21 Table of Contents • compliance with export control laws; • fluctuations in foreign currencies; • unstable market and economic conditions and potential disruptions in the credit markets; • defects in our products and detection thereof; • patents or other intellectual property rights necessary to protect our proprietary technology and business; • assertions against us relating to intellectual property rights; • our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of a global pandemic; • our inability to predict or adapt to the unstable market and economic conditions of the global economy; • our ability to continue to attract and retain customers; • our ability to sell additional products and services to customers; • our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans; • our ability to anticipate consumer preferences and successfully develop attractive products; and • our ability to develop, implement and maintain an effective system of internal control over financial reporting.
Removed
We are considering various alternatives to potentially refinancing such indebtedness. We believe that our ability to do so will require an improvement of our 2023 financial performance in 2024. In addition, t here is no assurance that we will refinance the indebtedness, so if so, the terms will be favorable to us.
Added
Most recently, we were not in compliance with (i) the Senior Leverage Ratio financial covenant under the Credit Agreement at December 31, 2024, and believe we will not be in compliance with this covenant at March 31, 2025 and (ii) our borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.
Removed
For example, we have recently observed significant sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays.
Added
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past 15 months, our current forecast projects that we may not be able to maintain compliance with this ratio.
Removed
Like in the 2008 financial crisis, where many of those governments have reacted to the decreases in revenues by cutting funding to educational institutions, we anticipate that governments and governmental entities will react similarly to the economic crisis and resulting decreases in revenue caused by the COVID-19 pandemic by cutting funding to educational institutions.
Added
These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
Removed
If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute alternative technologies, we could lose revenue.
Added
In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirements or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender.
Removed
We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.
Added
Furthermore, in the event the Lender refuses to grant waivers to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement.
Removed
The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results. 30 Table of Contents If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability.
Added
In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital, which we might not be able to do on acceptable terms or on a timely basis, or at all. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control.
Removed
At present, we are in the initial period of 180-day compliance period provided by Nasdaq relating to our failure to maintain the $1.00 minimum bid price requirement.
Added
There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, or at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+2 added−0 removed0 unchanged
Biggest changeOur Board is responsible for overseeing risk management and Cybersecurity is an integral part of the Company's overall risk management program. Our risk management process is designed to identify, prioritize, and monitor risks that could affect our ability to execute our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks.
Biggest changeOur risk management process is designed to identify, prioritize, and monitor risks that could affect our ability to execute our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks. As part of our risk management processes, we are developing risk assessments to identify the probability, immediacy, and potential magnitude of information security risks.
Further, evolving market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards for our products, and we may incur additional costs to address these increased risks and to comply with such demands. 34 Table of Contents
Further, evolving market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards for our products, and we may incur additional costs to address these increased risks and to comply with such demands.
ITEM 1C. CYBERSECURITY As a regular part of our ordinary business operations, we collect and store data, including information necessary for our operations, information from our customers, employees, and our business partners. We recognize these networks and systems may be subject to increasing and continually evolving cybersecurity risks.
ITEM 1C. CYBERSECURITY As a regular part of our ordinary business operations, we collect and store data, including information necessary for our operations, information from our customers, employees, and our business partners. We recognize these networks and systems may be subject to increasing and continually evolving cybersecurity risks. Our Board is responsible for overseeing risk management.
While we have not yet experienced any material impacts from a cyber-attack, any one or more future cyber-attacks could materially adversely impact the Company, including a loss of trust among our customers, departures of key employees, general diminishment of our global reputation and financial losses from remediation actions, loss of business or potential litigation or regulatory liability.
However, the risks from cybersecurity threats and incidents continue to increase, and any one or more future cyber-attacks could materially adversely impact the Company, including a loss of trust among our customers, departures of key employees, general diminishment of our global reputation and financial losses from remediation actions, loss of business or potential litigation or regulatory liability.
As part of our risk management processes, we are developing risk assessments to identify the probability, immediacy, and potential magnitude of information security risks. Our internal experts regularly conduct audits and tests of our information systems, and our cybersecurity program is periodically assisted by established, independent third-party consultants, who provide assistance through tabletop and other preparedness exercises.
Our internal experts, which are overseen by the Chief Operating Officer, regularly conduct audits and tests of our information systems, and our cybersecurity program is periodically assisted by established, independent third-party consultants, who provide assistance through tabletop and other preparedness exercises.
Additionally, we review regular publications on cyber awareness and conduct ongoing simulated phishing exercises. We use the findings from these and other processes to improve our information security practices, procedures and technologies.
These partnerships enable us to leverage specialized knowledge and insights, seeking to continue to improve upon our cybersecurity strategies and processes. Additionally, we review regular publications on cyber awareness and conduct ongoing simulated phishing exercises.
Added
Our Board understands the critical nature of managing risks associated with cybersecurity threats, and, accordingly, cybersecurity is an integral part of the Company's overall risk management program. The Board's Audit Committee has primary responsibility for overseeing cybersecurity and privacy risks.
Added
We use the findings from these and other processes to improve our information security practices, procedures and technologies. 40 Table of Contents Based upon the information that we have as of the end of the year covered by this report, we do not believe that we have experienced any material cybersecurity incidents to date.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeThe Company leases warehouse space in Lawrenceville, GA, for approximately $13,000 per month. This warehouse space rental agreement will expire on April 30, 2028. We also maintain offices in Scottsdale, Arizona and Utica, NY in the U.S., and in Dartford, London, Leeds and Livingston and Belfast in the U.K. for sales, marketing, technical support and service staff.
Biggest changeThe Company leases warehouse space in Lawrenceville, GA, for approximately $13,000 per month. This warehouse space rental agreement will expire on April 30, 2028. We also maintain offices in Dartford, London, Leeds and Livingston and Belfast in the U.K. for sales, marketing, technical support and service staff.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. 35 Table of Contents PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+7 added−2 removed5 unchanged
Biggest changeHolders As of March 8, 2024, we had 378 holders of record of our class A common stock and 9,728,465 shares of Class A common stock issued and outstanding. Dividends We have never paid cash dividends on our Class A common stock.
Biggest changeHolders As of March 24, 2025, we had 379 holders of record of our class A common stock and 2,228,488 shares of Class A common stock issued and outstanding. Dividends We have never paid cash dividends on our Class A common stock.
The following table provides information as of December 31, 2023 about our equity compensation plans and arrangements.
The following table provides information as of December 31, 2024 about our equity compensation plans and arrangements.
The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants. As of December 31, 2023, a total of approximately 650 shares remained available for issuance under the 2021 Plan.
The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants. As of December 31, 2024, a total of approximately 19,735 shares remained available for issuance under the 2021 Plan.
Securities Authorized for Issuance Under Equity Compensation Plans Equity Incentive Plans The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 798,805 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 625,000 shares of the Company’s Class A common stock have been approved for issuance.
Securities Authorized for Issuance Under Equity Compensation Plans Equity Incentive Plans The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 159,761 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 125,000 shares of the Company’s Class A common stock have been approved for issuance.
Removed
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders (1) 755,745 $ 5.88 650 Equity compensation plans not approved by security holders (2) 1,386,002 $ 6.57 - Total 2,141,747 $ 6.34 650 __________________________________________ (1) Includes 340,675 equity incentive grants issued to Sahara employees in conjunction with our acquisition of Sahara Presentation Systems.
Added
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 48,777 $ 29.4 19,735 Equity compensation plans not approved by security holders (1) 277,201 $ 32.8 - Total 325,978 19,735 __________________________________________ (1) Includes warrants issued to Armistice Capital, Whitehawk, Ryan Legudi and a third-party investor. 42 Table of Contents Recent Sales of Unregistered Securities On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”), pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”).
Removed
(2) Includes warrants issued to Dynamic Capital, Whitehawk, Ryan Legudi and a third-party investor. 36 Table of Contents Recent Sales of Unregistered Securities None Use of Proceeds None. Issuer Purchases of Equity Securities None. ITEM 6. [Reserved]
Added
The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $2.13, and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $2.1299. The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants.
Added
The gross proceeds from the 2025 Private Placement were approximately $2.8 million, before deducting placement agent fees and other private placement expenses. Each 2025 Pre-Funded Warrant has an initial exercise price of $0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.
Added
Each 2025 Common Warrant has an initial exercise price of $2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.
Added
Pursuant to the Purchase Agreement, on or before the 45th day following the closing of the 2025 Private Placement, the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities Exchange Commission (“SEC”).
Added
The Company further agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within 60 days after the date of the closing of the 2025 Private Placement, or 90 days after the date of the closing of the 2025 Private Placement if the SEC reviews the Registration Statement. Use of Proceeds None.
Added
Issuer Purchases of Equity Securities None. ITEM 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

58 edited+35 added−13 removed64 unchanged
Biggest changeAlthough on March 14, 2024, the Loan Parties entered into the Fifth Amendment with the Collateral Agent and the Lender mainly for the purpose of (1) amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), and (2) waiving any Event of Default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Fifth Amendment), there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.
Biggest changeThere can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
Components of our Results of Operations and Financial Condition Revenue The Company’s sales of interactive devices, including panels, whiteboards and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services.
Components of our Results of Operations and Financial Condition Revenue The Company’s sales of interactive devices, including panels, whiteboards and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services.
In addition, our industry is seasonal with many sales to educational customers occurring during the second and third quarters when schools make budget appropriations and classes are not in session 41 Table of Contents limiting disruptions related to product installation. This seasonality makes our needs for cash vary significantly from quarter to quarter.
In addition, our industry is seasonal with many sales to educational customers 47 Table of Contents occurring during the second and third quarters when schools make budget appropriations and classes are not in session limiting disruptions related to product installation. This seasonality makes our needs for cash vary significantly from quarter to quarter.
Our design teams are able to quickly customize systems and configurations to serve the needs of clients so that existing hardware and software platforms can 37 Table of Contents communicate with one another. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom.
Our design teams are able to quickly customize systems and configurations to serve the needs of clients so that existing hardware and software platforms can communicate with one another. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company,” this item is not required. 46 Table of Contents
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company,” this item is not required. 53 Table of Contents
General and administrative expense consists of personnel related costs, which include salaries, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses.
General and administrative expense consists of personnel related costs, which include salaries and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses.
Interactive devices are generally sold with hardware maintenance services with terms 43 Table of Contents ranging from 36-60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms ranging from 36-60 months.
Interactive devices are generally sold with hardware maintenance services with terms ranging from 36-60 months. Software maintenance includes technical support, product updates on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms ranging from 36-60 months.
The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. The Company was not in compliance with its Senior Leverage Ratio financial covenant under the Credit Agreement at September 30, 2023.
The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023.
Research and development expense was $3.2 million or 1.8% of revenue for the year ended December 31, 2023 as compared to $2.5 million or 1.1% of revenue for the year ended December 31, 2022 . Research and development expense primarily consists of costs associated with development of proprietary technology.
Research and Development Expense. Research and development expense was $4.1 million or 3.0% of revenue for the year ended December 31, 2024 as compared to $3.2 million or 1.8% of revenue for the year ended December 31, 2023 . Research and development expense primarily consists of costs associated with development of proprietary technology.
We had net cash used in investing activities of $1.3 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively. Cash used in investing activities is primarily related to purchases of property and equipment.
We had net cash used in investing activities of $0.5 million and $1.3 million for the years ended December 31, 2024 and 2023, respectively. Cash used in investing activities is primarily related to purchases of property and equipment.
For the years ended December 31, 2023 and 2022, we had net cash used in financing activities of $8.0 million and $5.1 million, respectively.
For the years ended December 31, 2024 and 2023, we had net cash used in financing activities of $7.1 million and $8.0 million, respectively.
Net loss attributable to common shareholders was $40.4 million and $5.0 million for the years ended December 31, 2023 and 2022, respectively, after deducting fixed dividends to Series B preferred shareholders of $1.3 million in each year.
Net loss attributable to common shareholders was $29.6 million and $40.4 million for the years ended December 31, 2024 and 2023, respectively, after deducting fixed dividends to Series B preferred shareholders of $1.3 million in each year.
EBITDA represents net loss before income tax expense, interest expense, net, and depreciation and amortization expense. Adjusted EBITDA represents EBITDA, adjusted for stock compensation expense and changes in fair value of derivative liabilities, purchase accounting impact for fair valuing inventory and deferred revenue, net gain on settlement of debt, and impairment of goodwill.
EBITDA represents net loss before income tax expense, interest expense, net, and depreciation and amortization expense. Adjusted EBITDA represents EBITDA, adjusted for stock compensation expense and changes in fair value of derivative liabilities, purchase accounting impact for fair valuing inventory and deferred revenue, impairment of goodwill, and severance charges.
Our liquidity needs are funded by operating cash flow and available cash. Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations.
Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations.
For the years ended December 31, 2023 and 2022, we had net cash provided by operating activities of $11.6 million and $1.2 million, respectively. Cash provided by operating activities increased year over year as a result of a change in working capital management.
For the years ended December 31, 2024 and 2023, we had net cash used in operating activities of $0.4 million and net cash provided by $11.6 million, respectively. Cash used in operating activities increased year over year as a result of a change in working capital management.
In view of this matter, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non- 42 Table of Contents compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on a basis with more favorable terms.
In view of this matter, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, the borrowing base covenant, or any other financial covenants, or refinance our Credit Agreement with a different lender on a basis with more favorable terms.
Gross profit and gross profit margin Our gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: product, channel and geographical revenue mix; changes in product costs related to the release of newer models; component, contract manufacturing and supplier pricing, foreign currency exchange and most recently, increased shipping costs due to the pandemic and global unrest.
Gross profit and gross profit margin Our gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: product, channel and geographical revenue mix; changes in product costs related to the release of newer models; component, contract manufacturing and supplier pricing, competitive industry pricing, foreign currency exchange and shipping costs.
Gross profit for the year ended December 31, 2023 was $63.3 million as compared to $64.9 million for the year ended December 31, 2022.
Gross profit for the year ended December 31, 2024 was $46.9 million as compared to $63.3 million for the year ended December 31, 2023.
Cost of revenue Our cost of revenue is comprised of the following: • third-party logistics costs; • costs to purchase components and finished goods directly; • inbound and outbound freight costs and duties; • costs associated with the repair of products under warranty; • write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts; • cost of professionals to deliver the professional development training; and • customs expense. 38 Table of Contents We outsource some of our warehouse operations and order fulfillment and we purchase products from related entities and third parties.
Cost of revenue Our cost of revenue is comprised of the following: • third-party logistics costs; • costs to purchase components and finished goods directly; • inbound and outbound freight costs and duties; • costs associated with the repair of products under warranty; • write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts; • cost of professionals to deliver the professional development training; and 44 Table of Contents • customs expense.
The assumptions used are based on what we believe a hypothetical marketplace participant would use in estimating fair value and include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values.
Under the income approach, we calculated the fair value based on estimated future discounted cash flows. The assumptions used are based on what we believe a hypothetical marketplace participant would use in estimating fair value and include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values.
During the year ended December 31, 2023, due to triggering events, the Company performed Goodwill testing as of June 30, September 30, and December 31, 2023.
During the year ended December 31, 2024, due to triggering events, the Company performed intangible testing as of September 30, and December 31, 2024.
Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents o f $17.3 million , a working capital balance of $54.1 million, and a current ratio of 2.17. At December 31, 2022, we had $14.6 million of cash and cash equivalents, a working capital balance of $62.8 million, and a current ratio of 2.29.
Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents o f $8.0 million , a working capital balance of $1.3 million, and a current ratio of 1.02. At December 31, 2023, we had $17.3 million of cash and cash equivalents, a working capital balance of $54.1 million, and a current ratio of 2.10.
Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with generally accepted accounting principles accepted in the United States. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.
In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.
We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements.
We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary.
Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary.
For the year ended December 31, 2023, the Company recorded goodwill impairment charges of $22.4 million and $2.8 million in the Americas and EMEA reporting units, respectively, which also represents total accumulated goodwill impairment charges for each reporting unit.
For the year ended December 31, 2023, the Company recorded goodwill impairment charges of $22.4 million and $2.8 million in the Americas and EMEA reporting units, respectively, which also represents total accumulated goodwill impairment charges for each reporting unit. Intangible assets are amortized using the straight-line method over their estimated period of benefit.
Cash used by financing activities for the year ended December 31, 2022 was primarily related to principal payments on debt, and payments of fixed dividends to our Series B preferred shareholders, partially offset by net proceeds of issuance of common stock, and proceeds from long-term debt and stock option exercises.
Cash used in financing activities for the year ended December 31, 2023 was primarily related to principal payments on debt, and payments of fixed dividends to our Series B preferred shareholders, partially offset by proceeds from short-term debt and stock option exercises. Our liquidity needs are funded by operating cash flow and available cash.
Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of the ongoing conflict between Russia and Ukraine and Israel and Hamas and the continuing COVID-19 pandemic, the availability of debt and equity capital has been reduced and the cost of capital has increased.
Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of new U.S. tariff policy, trade wars, and the ongoing conflicts between Russia and Ukraine and Israel and Hamas, the availability of debt and equity capital has been reduced and the cost of capital has increased.
Because of the significant decreases in the required Senior Leverage Ratio within the next twelve months, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio.
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past fifteen months, our current forecast projects that we may not be able to maintain compliance with this ratio.
For purposes of impairment testing, we allocated goodwill to the reporting units based upon a relative fair value allocation approach and assigned approximately $22.4 million and $2.8 million of goodwill to the Americas and EMEA reporting units, respectively. As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified.
For purposes of impairment testing, we allocated goodwill to the reporting units based 51 Table of Contents upon a relative fair value allocation approach and assigned approximately $22.4 million and $2.8 million of goodwill to the Americas and EMEA reporting units, respectively.
Cash used for financing activities for the year ended December 31, 2023 is primarily related to principal payments on debt of $6.8 million, and $1.3 million in payments of fixed dividends to our Series B preferred shareholders, and stock option exercise proceeds of $13 thousand.
Cash used in financing activities for the year ended December 31, 2024 is primarily related to principal payments on debt of $9.9 million, and $1.3 million in payments of fixed dividends to our Series B preferred shareholders, partially offset by proceeds from short-term debt.
However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value. Intangible assets are amortized using the straight-line method over their estimated period of benefit.
However, if the fair value were to be less than carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value.
However, while there can be no guarantee we will be able to access capital when needed, we are confident that the Company will be able to manage through the current challenges in the equity and debt finance markets by managing payment terms with our customers and vendors.
Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders. However, there can be no guarantee we will be able to access capital when needed or be able to manage through the current challenges in the equity and debt finance markets by managing payment terms with our customers and vendors.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023.
The Company was also not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024, and believes it will not be in compliance with this covenant at March 31, 2025.
Recent Financing See Note 9 to the consolidated financial statements. Off Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or liquidity and capital resources.
Off Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or liquidity and capital resources. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with generally accepted accounting principles accepted in the United States.
The following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented. 40 Table of Contents Reconciliation of net loss for the years ended December 31, 2023 and 2022 to EBITDA and Adjusted EBITDA (in thousands) 2023 2022 Net loss $ (39,156) $ (3,743) Depreciation and amortization 8,859 9,129 Interest expense 10,840 9,923 Income tax expense 1,866 49 EBITDA $ (17,591) $ 15,358 Stock compensation expense 3,131 3,313 Change in fair value of derivative liabilities (267) (2,591) Purchase accounting impact of fair valuing inventory 448 1,496 Purchase accounting impact of fair valuing deferred revenue 1,649 2,229 Net gain on settlement of debt — (856) Impairment of Goodwill 25,195 — Adjusted EBITDA $ 12,565 $ 18,949 Discussion of Effect of Seasonality on Financial Condition Certain accounts on our balance sheets are subject to seasonal fluctuations.
Reconciliation of net loss for the years ended December 31, 2024 and 2023 to EBITDA and Adjusted EBITDA (in thousands) 2024 2023 Net loss $ (28,335) $ (39,156) Depreciation and amortization 20,529 8,859 Interest expense 10,252 10,840 Income tax (benefit) expense (1,909) 1,866 EBITDA $ 537 $ (17,591) Stock compensation expense 1,389 3,131 Change in fair value of derivative liabilities (205) (267) Purchase accounting impact of fair valuing inventory 225 448 Purchase accounting impact of fair valuing deferred revenue 939 1,649 Impairment of Goodwill — 25,195 Severance charges 1,383 — Adjusted EBITDA $ 4,268 $ 12,565 Discussion of Effect of Seasonality on Financial Condition Certain accounts on our balance sheets are subject to seasonal fluctuations.
The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience.
The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. 50 Table of Contents The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience.
Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. 46 Table of Contents The following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented.
Additionally, certain of our international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws.
Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S.
Income tax expense We are subject to income taxes in the United States, Canada, United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany where we do business. The United Kingdom, Mexico, Sweden, Finland, Holland and Germany, Australia, Canada and Denmark have a statutory tax rate different from that in the United States.
The United Kingdom, Mexico, Sweden, Finland, Holland and Germany, Australia, Canada and Denmark have a statutory tax rate different from that in the United States. Additionally, certain of our international earnings are also taxable in the United States.
The increase in research and development expense was primarily driven by an increase in contract services related to software development. Impairment of Goodwill. Impairment of goodwill for the year ended December 31, 2023 was $25.2 million and related to both the Americas and EMEA reporting segments. There was no impairment of goodwill for the year ended December 31, 2022.
The increase was attributable to the allocation of certain general and administrative expenses to new and ongoing research and development projects. Impairment of Goodwill. Impairment of goodwill for the year ended December 31, 2023 was $25.2 million and related to both the Americas and EMEA reporting segments. There was no impairment of goodwill for the year ended December 31, 2024.
Total expense related to the award is reduced by the fair value of the options that are forfeited by the employees that leave the Company prior to vesting as they occur. 45 Table of Contents DERIVATIVE WARRANT LIABILITIES The Company classifies common stock purchase warrants as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).
DERIVATIVE WARRANT LIABILITIES The Company classifies common stock purchase warrants as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).
Overview We are a technology company that develops, sells and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. We are seeking to become a worldwide leading innovator and integrator of interactive products and software solutions and improve collaboration and effective communication in meeting environments.
We are seeking to become a worldwide leading innovator and integrator of interactive products and software solutions and improve collaboration and effective communication in meeting environments.
Any such adjustments could have a significant impact on our results of operations. Operating Results – Boxlight Corporation For the years ended December 31, 2023 and 2022 Revenues. Total revenues for the year ended December 31, 2023 were $176.7 million as compared to $221.8 million for the year ended December 31, 2022, resulting in a 20.3% decrease.
Any such adjustments could have a significant impact on our results of operations. 45 Table of Contents Operating Results – Boxlight Corporation For the years ended December 31, 2024 and 2023 Revenues.
Cost of revenues for the year ended December 31, 2023 was $113.4 million as compared to $156.9 million for the year ended December 31, 2022, resulting in a 27.7% decrease. The decrease in cost of revenues was primarily due to more favorable material and shipping cost and the decrease in revenues. Gross Profit .
Cost of Revenues. Cost of revenues for the year ended December 31, 2024 was $89.0 million as compared to $113.4 million for the year ended December 31, 2023, resulting in a 21.6% decrease. The decrease in cost of revenues was attributable to the decrease in units sold. Gross Profit .
Following the Fifth Amendment to the Credit Agreement, the Senior Leverage ratio increased to 6.00 at March 31, 2024, remained at 2.00 at June 30, 2024 and 1.75 thereafter.
Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 it remained at 2.00, and thereafter it remained at 1.75. 48 Table of Contents The Company was not in compliance with its Senior Leverage Ratio financial covenant under the Credit Agreement at June 30, 2024.
The Company is actively working to refinance its debt with new lenders on terms more favorable to the Company. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K.
We are actively working to refinance our debt with new lenders. While we have currently engaged financial advisors and are actively working to refinance our existing debt, we do not have written or executed agreements as of the issuance of this Form 10-K.
Other Expense, net. Other expense for the year ended December 31, 2023 was $11.0 million as compared to $6.7 million for the year ended December 31, 2022.
Other Expense, net. Other expense for the year ended December 31, 2024 was $10.8 million as compared to $11.0 million for the year ended December 31, 2023. Other expense consists primarily of interest expense on our term loan. Net Loss.
As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers. Air shipping is more costly than sea or ground shipping or other delivery options and it is rarely used as a result.
Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand. As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers.
SHARE-BASED COMPENSATION The Company estimates the fair value of each stock option compensation award at the grant date by using the Black-Scholes option pricing model; the fair value of each restricted stock unit awarded is the market price of the underlying shares at the date of grant.
The modification in useful lives resulted in accelerated amortization of approximately $12.3 million for both the Americas and EMEA reporting segments during the year ended December 31, 2024. 52 Table of Contents SHARE-BASED COMPENSATION The Company estimates the fair value of each stock option compensation award at the grant date by using the Black-Scholes option pricing model; the fair value of each restricted stock unit awarded is the market price of the underlying shares at the date of grant.
General and administrative expense for the year ended December 31, 2023 was $61.3 million and 34.7% of revenue as compared to $59.3 million and 26.8% of revenue for the year ended December 31, 2022 . The increase primarily relates to an increase in personnel related expenses to support the growth of the business in certain markets. Research and Development Expense.
General and administrative expense for the year ended December 31, 2024 was $62.3 million and 45.8% of revenue as compared to $61.3 million and 34.7% of revenue for the year ended December 31, 2023 .
Our product costs vary directly with volume and based on the costs of underlying product components as well as the prices we negotiate with our contract manufacturers. Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand.
We outsource some of our warehouse operations and order fulfillment and we purchase products from related entities and third parties. Our product costs vary directly with volume and based on the costs of underlying product components as well as the prices we negotiate with our contract manufacturers.
In analyzing goodwill for potential impairment in the quantitative impairment test, we used a combination of the income and market approaches to estimate the fair value. Under the income approach, we calculated the fair value based on estimated future discounted cash flows.
As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified. In analyzing goodwill for potential impairment in the quantitative impairment test, we used a combination of the income and market approaches to estimate the fair value.
Other income (expense), net Other income (expense), net primarily consists of interest expense associated with our debt financing arrangements, gains (losses) on the settlements of debt, and the effects of changes in the fair value of derivative liabilities.
Other income (expense), net Other income (expense), net primarily consists of interest expense associated with our debt financing arrangements and the effects of changes in the fair value of derivative liabilities. Income tax expense We are subject to income taxes in the United States, Canada, United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany where we do business.
The Company did not experience material delays in shipping during 2023 or 2022 that materially negatively impacted our revenues.
Air shipping is more costly than sea or ground shipping or other delivery options and it is rarely used as a result. The Company did not experience material delays in shipping during 2024 or 2023 that materially negatively impacted our revenues.
We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised 44 Table of Contents estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented.
We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Intangible assets are assessed for impairment if indicators of potential impairment exist using an undiscounted cash-flow approach.
The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working capital relationship with our current lender. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company.
We have a good working relationship with our current banking partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us. 49 Table of Contents Recent Financing See Note 9 to the consolidated financial statements.
Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist using an undiscounted cash-flow approach. The Company's annual impairment testing date normally occurs as of October 1, which facilitates the overall coordination and timing of our annual financial statement close cycle and the preparation of our annual report.
The Company's annual impairment testing date normally occurs as of October 1, which facilitates the overall coordination and timing of our annual financial statement close cycle and the preparation of our annual report. During the year ended December 31, 2023, due to triggering events, the Company performed Goodwill testing as of June 30, September 30, and December 31, 2023.
Removed
Our Acquisition Strategy and Challenges Our growth strategy includes acquiring assets and technologies of companies that have products, technologies, industry specializations or geographic coverage that extend or complement our existing business. The process to undertake a potential acquisition is time-consuming and costly.
Added
Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements. 43 Table of Contents Overview We are a technology company that develops, sells and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors.
Removed
Prior to completing any acquisition, we expect to expend significant resources to undertake business, financial and legal due diligence on our potential acquisition targets, as a result, and there is no guarantee that we will complete any acquisition that we pursue.
Added
In late 2024, the Company announced a unified worldwide display brand as Clevertouch by Boxlight as part of our long-term growth strategy. This strategic initiative is aimed at optimizing our operational efficiency and streamlining product development costs.
Removed
We believe we can achieve significant cost-savings by merging the operations of the companies we acquire and after their acquisition leverage the opportunity to reduce costs through the following methods: • Staff reductions – consolidating resources, such as accounting, marketing and human resources. • Economies of scale – improved purchasing power with a greater ability to negotiate prices with suppliers. • Improved market reach and industry visibility – increase in customer base and entry into new markets.
Added
We are excited about the long-term outlook for the Industry and believe our recent initiatives to streamline our brands and unify our go-to-market message will position the Company for further success.
Removed
As a result, we believe that an analysis of the historical costs and expenses of our Target Sellers (a company that is the subject of an attempted acquisition) prior to their acquisition will not provide guidance as to the anticipated results after acquisition.
Added
Total revenues for the year ended December 31, 2024 were $135.9 million as compared to $176.7 million for the year ended December 31, 2023, resulting in a 23.1% decrease. The decrease in revenues was due to lower sales volume across all markets resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing.
Removed
We anticipate that we will be able to achieve significant reductions in our costs of revenue and selling and, general and administrative expenses from the levels currently incurred by the Target Sellers operating independently, thereby increasing our EBITDA and cash flows.
Added
Gross profit margin declined to 34.5% for the year ended December 31, 2024 compared to 35.8% for the year ended December 31, 2023, primarily related recent increases in pricing pressure within the industry as well as a difference in product mix compared to the prior year. General and Administrative Expense.
Removed
The decrease in revenues was primarily a result of softening world-wide demand for our products and solutions in both the U.S. and EMEA markets. 39 Table of Contents Cost of Revenues.
Added
The increase was primarily related to the $12.3 million accelerated amortization expense resulting from an adjustment in the useful lives of certain intangible assets from the EMEA and Americas reporting segments offset by a decrease in personnel related expenses of approximately $4.3 million, a reduction in occupancy costs of approximately $1.5 million, a decrease in sales and marketing expenses of approximately $1.1 million, a reduction in stock compensation of $1.7 million, and a decrease in travel expenses of approximately $1 million.
Removed
Gross profit margin improved to 35.8% for the year ended December 31, 2023 compared to 29.2% for the year ended December 31, 2022 due to audio products comprising a greater percentage of total sales, which carry higher margins, and decreases in manufacturing and shipping cost. General and Administrative Expense.
Added
On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”).
Removed
Other expense increased by $4.2 million, due to a $2.3 million decrease in fair value of derivative liabilities, $0.9 million increase in interest expense, and $0.9 million decrease from the settlement of liabilities in the prior year that did not recur in the current year. Net Loss.
Added
The Sixth Amendment provided the Company with an additional $2 million working capital bridge loan in April 2024, and an additional $3 million working capital bridge loan in June 2024, of which $2 million was advanced to the Company.
Removed
In addition to the cash flows generated by our ongoing operating activities we financed our operations during 2023 and 2022 with our Credit Facility with Whitehawk. Prior to April 24, 2023, we maintained a delayed draw term loan of which we had $7.5 million available.
Added
The Company was required to pay a fee equal to 6% of the aggregate amount of borrowings under the Sixth Amendment (i.e. $4.0 million). Both working capital bridge loans, including the related fee were paid in full by November 2024, and were not subject to prepayment penalties.
Removed
On April 24, 2023, we borrowed $3.0 million on our delayed draw term loan that was used for working capital purposes. The completion of the additional draw eliminates further draws under the term loan agreement. The $3.0 million was repaid during the third quarter of 2023.
Added
On February 20, 2025, we filed with the Secretary of State of the State of Nevada (i) an Amendment to the Certificate of Designation of our Series B Preferred Stock (the “Series B Amendment”) and (ii) an Amendment to the Certificate of Designation of our Series C Preferred Stock (the “Series C Amendment” and, together with the Series B Amendment, the “Amendments”).
Removed
Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders.
Added
Each Amendment was approved by the holders of a majority of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, as applicable, in accordance with the applicable Certificate of Designation.

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