Boxlight Corp 10-Q

Item 1. Financial Statements Boxlight Corporation Consolidated Condensed Statements of Operations and Comprehensive Loss For the six months ended June 30, 2021 and 2020 (Unaudited) (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenues, net $ 46,754 $ 7,828 $ 80,177 $ 13,551 Cost of revenues 33,920 5,137 58,791 9,269 Gross profit 12,834 2,691 21,386 4,282 Operating expense: General and administrative expenses 10,800 3,200 20,911 7,137 Research and development 481 285 955 602 Total operating expense 11,281 3,485 21,866 7,739 Income (loss) from operations 1,553 ( 794 ) ( 480 ) ( 3,457 ) Other income (expense): Interest expense, net ( 764 ) ( 628 ) ( 1,782 ) ( 1,088 ) Other income, net 5 17 20 76 Changes in fair value of derivative liabilities 41 ( 74 ) ( 225 ) ( 46 ) (Loss) gain from settlements of liabilities ( 533 ) 53 ( 2,378 ) 1,139 Total other income (expense) ( 1,251 ) ( 632 ) ( 4,365 ) 81 Income (loss) before income taxes $ 302 $ ( 1,426 ) $ ( 4,845 ) $ ( 3,376 ) Income tax expense ( 2,522 ) - ( 2,543 ) - Net loss $ ( 2,220 ) $ ( 1,426 ) $ ( 7,388 ) $ ( 3,376 ) Fixed dividends - Series B Preferred ( 317 ) - ( 635 ) - Deemed Contribution -Series B Preferred 367 - 367 - Net loss attributable to common stockholders $ ( 2,170 ) $ ( 1,426 ) $ ( 7,656 ) $ ( 3,376 ) Comprehensive loss: Net loss $ ( 2,220 ) $ ( 1,426 ) $ ( 7,388 ) $ ( 3,376 ) Foreign currency translation gain (loss) 530 ( 5 ) 269 ( 108 ) Total comprehensive loss $ ( 1,690 ) $ ( 1,431 ) $ ( 7,119 ) $ ( 3,484 ) Net loss per common share – basic and diluted $ ( 0.04 ) $ ( 0.08 ) $ ( 0.13 ) $ ( 0.22 ) Weighted average number of common shares outstanding – basic and diluted 57,871 17,637 56,518 15,066 See accompanying notes to unaudited consolidated condensed financial statements. 3 Boxlight Corporation Consolidated Condensed Balance Sheets As of June 30, 2021 and December 31, 2020 (Unaudited) (in thousands) June 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 7,437 $ 13,460 Accounts receivable – trade, net of allowances 36,115 20,869 Inventories, net of reserves 20,870 20,913 Prepaid expenses and other current assets 13,463 6,161 Total current assets 77,885 61,403 Property and equipment, net of accumulated depreciation 584 562 Intangible assets, net of accumulated amortization 53,306 55,156 Goodwill 23,352 22,742 Other assets 170 90 Total assets $ 155,297 $ 139,953 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 26,107 $ 14,246 Accounts payable and accrued expenses – related parties - 1,967 Short-term debt 16,485 16,817 Earn-out payable – related party - 119 Deferred revenues – short-term 6,197 5,671 Derivative liabilities 536 363 Other short-term liabilities 1,857 1,209 Total current liabilities 51,182 40,392 Deferred revenues – long-term 12,334 10,482 Long-term debt 2,392 7,831 Deferred tax liability 9,375 7,902 Other long-term liabilities 365 2 Total liabilities 75,648 66,609 Commitments and contingencies (Note 13) Mezzanine equity: Preferred Series B 16,146 16,513 Preferred Series C 12,363 12,363 Total mezzanine equity 28,509 28,876 Stockholders’ equity: Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized; 167,972 and 167,972 shares issued and outstanding, respectively - - Common stock, $ 0.0001 par value, 200,000,000 shares authorized; 59,102,072 and 53,343,518 Class A shares issued and outstanding, respectively 6 6 Additional paid-in capital 100,559 86,768 Accumulated deficit ( 54,886 ) ( 47,498 ) Accumulated other comprehensive loss 5,461 5,192 Total stockholders’ equity 51,140 44,468 Total liabilities and stockholders’ equity $ 155,297 $ 139,953 See accompanying notes to unaudited consolidated condensed financial statements. 4 Boxlight Corporation Consolidated Condensed Statements of Changes in Stockholders’ Equity For the three and six Months Ended June 30, 2021 (Unaudited) (in thousands) Series A Class A Additional Accumulated Other Preferred Stock Common Stock Paid-in Comprehensive Accumulated Shares Amount Shares Amount Capital Income Deficit Total Balance as of December 31, 2020 168 $ - 53,344 $ 5 $ 86,768 $ 5,192 $ ( 47,498 ) $ 44,468 Shares issued for: Stock options exercised - - 322 - 247 - - 247 In lieu of payment for services rendered In lieu of payment for services rendered, shares Conversion of accounts payable liabilities Conversion of accounts payable liabilities, shares Conversion of accounts payable liabilities - - 793 1,626 - - 1,626 Conversion of debt obligations - - 2,251 1 6,033 - - 6,034 Conversion of Restricted Shares - - 59 - - - - - Warrants exercised - - 21 - 51 - - 51 Stock compensation - - - - 677 - - 677 Shares issued for Interactive Concepts acquisition Shares issued for Interactive Concepts acquisition shares Shares issued for Stemify acquisition Shares issued for Stemify acquisition, shares Public offering Public offering , shares Foreign currency translation adjustment - - - - - ( 261 ) - ( 261 ) Deemed Contribution preferred Series B Fixed dividends Preferred Series B - - - - ( 317 ) - - ( 317 ) Net loss - - - - - - ( 5,168 ) ( 5,168 ) Balance as of March 31, 2021 168 - 56,787 $ 6 $ 95,084 $ 4,931 $ ( 52,666 ) $ 47,355 Shares issued for: Conversion of debt obligations - - 1,688 - 3,839 - - 3,839 Conversion of Restricted Shares - - 484 - - - - - Stock compensation - - - - 1,182 - - 1,182 Shares issued for Interactive Concepts acquisition - - 143 - 404 - - 404 Foreign currency translation income - - - - - 530 - 530 Deemed Contribution - Preferred Series B - - - - 367 - - 367 Fixed dividends - Preferred Series B - - - - ( 317 ) - - ( 317 ) Net loss - - - - - - ( 2,220 ) ( 2,220 ) - Balance as of June 30, 2021 168 $ - 59,102 $ 6 $ 100,559 $ 5,461 $ ( 54,886 ) $ 51,140 See accompanying notes to unaudited consolidated condensed financial statements. 5 Boxlight Corporation Consolidated Condensed Statements of Changes in Stockholders’ Equity For the three and six Months Ended June 30, 2020 (Unaudited) (in thousands) Series A Class A Additional Accumulated Other Preferred Stock Common Stock Paid-in Comprehensive Accumulated Shares Amount Shares Amount Capital Income Deficit Total Balance as of December 31, 2019 168 $ - 11,699 $ - $ 30,736 $ ( 38 ) $ ( 31,346 ) $ ( 648 ) Shares issued for: Stock options exercised - - - - - - - - In lieu of payment for services rendered - - - 7 - 8 - - 8 Conversion of accounts payable liabilities - - - 1,333 - 567 - - 567 Conversion of debt obligations - - 832 - 1,182 - - 1,182 Conversion of Restricted Shares - - - - - - - - Warrants exercised - - - - - - - - Stock compensation - - - - 271 - - 271 Foreign currency translation adjustment - - - - - ( 103 ) - ( 103 ) Net loss - - - - - - ( 1,950 ) ( 1,950 ) Balance as of March 31, 2020 168 - 13,871 $ 1 $ 32,764 $ ( 141 ) $ ( 33,296 ) $ ( 673 ) Shares issued for: Conversion of accounts payable liabilities - - 870 - 703 - - 703 Conversion of debt obligations - - 1,588 - 1,189 - - 1,189 Conversion of Restricted Shares - - 52 - - - - - Stock compensation - - - - 249 - - 249 Shares issued for Stemify acquisition - - 143 - 100 - - 100 Public offering - - - 15,333 2 10,592 - - 10,594 Foreign currency translation - - - - - ( 5 ) - ( 5 ) Net loss - - - - - - ( 1,426 ) ( 1,426 ) - Balance as of June 30, 2020 168 $ - 31,857 $ 3 $ 45,597 $ ( 146 ) $ ( 34,722 ) $ 10,731 6 Boxlight Corporation Consolidated Condensed Statements of Cash Flows For the six Months Ended June 30, 2021 and 2020 (Unaudited) (in thousands) Six Months Ended June 30, 2021 June 30, 2020 Cash flows from operating activities: Net loss $ ( 7,388 ) $ ( 3,376 ) Adjustments to reconcile net loss to net cash (used) in operating activities: Amortization of debt discount and issuance cost 1,061 407 Bad debt (recovery) expense ( 195 ) 93 Loss (gain) on settlement of liabilities 2,378 ( 1,139 ) Change in allowance for sales returns and volume rebate 327 ( 69 ) Change in inventory reserve ( 33 ) ( 21 ) Change in deferred tax assets and liabilities 1,243 - Change in fair value of derivative liability 225 46 Change in fair value of earn-out payable - 4 Shares issued for interest payment on notes payable 373 147 Stock compensation expense 1,859 520 Other share-based payments - 8 Depreciation and amortization 3,567 440 Changes in operating assets and liabilities: Accounts receivable – trade ( 14,560 ) ( 1,716 ) Inventories 37 508 Prepaid expenses and other current assets ( 7,282 ) ( 1,407 ) Other assets ( 83 ) ( 6 ) Accounts payable and accrued expenses 10,950 ( 196 ) Warranty liability ( 87 ) ( 10 ) Accounts payable and accrued expenses - related parties 16 190 Other short-term liabilities 483 ( 1 ) Deferred revenues 2,535 ( 627 ) Other liabilities 4 ( 9 ) Net cash used in operating activities $ ( 4,570 ) $ ( 6,213 ) Cash flows from investing activities: Business acquisitions (net of cash acquired) ( 685 ) ( 99 ) Settlement of earn out obligations ( 119 ) - Purchases of furniture and fixtures ( 48 ) - Net cash used in investing activities ( 852 ) ( 99 ) Cash flows from financing activities: Net Proceeds from issuance of common stock - 10,694 Proceeds from payment protection plan loan - 1,008 Proceeds from short-term debt 17,350 5,667 Principal payments on short-term debt ( 17,417 ) ( 6,697 ) Proceeds from convertible debt - 750 Proceeds from the exercise of stock options and warrants 245 - Debt issuance costs - ( 41 ) Payments of fixed dividends - Series B Preferred ( 317 ) - Net cash (used in) provided by financing activities $ ( 139 ) $ 11,381 Effect of foreign currency exchange rates ( 463 ) ( 109 ) Net (decrease) increase in cash and cash equivalents ( 6,023 ) 4,960 Cash and cash equivalents, beginning of the period 13,460 1,173 Cash and cash equivalents, end of the period $ 7,437 $ 6,133 Supplemental cash flow disclosures: Cash paid for income taxes $ 1,031 $ - Cash paid for interest $ 1,368 $ 887 Non-cash investing and financing transactions: Shares issued to settle accounts payable $ 1,626 $ 1,269 Shares issued for conversion of notes payable and accrued interest $ 9,872 $ 2,371 Shares issued for Interactive Concepts acquisition $ 403 $ - Exercise of warrants $ 51 $ - Declared but unpaid fixed dividends - Series B Preferred $ 317 $ - Deemed contribution - Series B Preferred $ 367 $ - Deferred consideration for Interactive acquisition $ 537 $ - Notes payable issued as consideration for acquisition of MyStemKit $ - $ 350 See accompanying notes to unaudited consolidated condensed financial statements. 7 Boxlight Corporation Notes to the Unaudited Consolidated Condensed Financial Statements NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES THE COMPANY AND RECENT ACQUISITIVE GROWTH Boxlight Corporation (“Boxlight”) designs, produces and distributes interactive technology solutions to the education, corporate and government markets under its Clevertouch and Mimio brands. The Company’s solutions include interactive displays, collaboration software, supporting accessories and professional services. On March 23, 2021 the Company acquired Interactive Concepts BV, a Belgium company (“Interactive”) and a distributor of interactive technologies. On September 24, 2020, Boxlight acquired Sahara Presentation Systems PLC (“Sahara”), a leader in distributed and manufactured AV solutions, headquartered in the United Kingdom. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated condensed financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated condensed financial statements. The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K. Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2020 balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for 2020 contained in the Annual Report on Form 10-K, filed with the SEC on March 31, 2021, describes the significant accounting policies that the Company used in preparing our consolidated condensed financial statements. On an ongoing basis, the Company evaluates our estimates, including, but not limited to, those related to revenue/reserves and allowances. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivables and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement. The amount of consideration received is deemed to approximate the fair value of long-term debt net of any debt discount and issuance cost. 8 Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: ● Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. ● Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands): SCHEDULE OF FINANCIAL LIABILITIES MEASURED ON A RECURRING BASIS Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of June 30, Description (Level 1) (Level 2) (Level 3) 2021 Derivative liabilities - warrant instruments $ - $ - $ 536 $ 536 Earn-out payable – related party - - - - $ 536 $ 536 Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs Carrying Value as of December 31, Description (Level 1) (Level 2) (Level 3) 2020 Derivative liabilities - warrant instruments $ - $ - $ 363 $ 363 Earn-out payable – related party - - 119 119 $ 482 $ 482 9 The following table shows the change in the Company’s warrant instruments rollforward for the six months ended June 30, 2021: SUMMARY OF WARRANT INSTRUMENTS ROLLFORWARD Amount (in thousands) Balance, December 31, 2020 $ 363 Exercise of warrants ( 51 ) Change in fair value of derivative liabilities 224 Balance, June 30, 2021 $ 536 The following table shows the change in the Company’s earn-out payable rollforward for the six months ended June 30, 2021: SCHEDULE OF EARN-OUT PAYABLE ROLLFORWARD Amount (in thousands) Balance, December 31, 2020 $ 119 Settlement of earn-out payable ( 119 ) Balance, June 30, 2021 $ - REVENUE RECOGNITION In accordance with the FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , the Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the title, and the significant risks and rewards of ownership of products or services are transferred to its customers. Product revenue is derived from the sale of projectors, interactive panels and related software and accessories to distributors, resellers, and end users. Service revenue is derived from hardware maintenance services, product installation, training, software maintenance, and subscription services. Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, projectors, 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 with terms of approximately 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 of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications. 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. 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. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company’s installation, training and professional development services are generally sold separately from the Company’s products. Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed. 10 For the sale of third-party products and services where the Company obtains control of the products and services before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product or service. The Company has not historically entered into transactions where it does not take control of the product or service prior to transfer to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Customer Financing Arrangements Through a third-party leasing partner we provide financing programs that are designed to offer customers a variety of options to purchase interactive technology solutions whereby customers enter into purchase agreements with us and a separate financing or leasing contract with a third-party lender, who advances the proceeds from the sale to us upon contract execution and shipment of goods. The sales to the customer are final and the Company bears no risk of loss regarding subsequent payments. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services. Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. However, the Company does have certain performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain pricing. For these contracts the Company allocates the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar transactions that exclude the service, and competitor pricing and margins. A separate price has not been established by the Company for its hardware maintenance services and software maintenance services. In addition, hardware maintenance services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the alternative method described above, which includes residual value techniques. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. 11 Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60 days of contract execution. Fees for installation, training, and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services. The Company has no material contract assets on June 30, 2021 or December 31, 2020. During the six months ended June 30, 2021 and June 30, 2020, the Company recognized $ 1.5 million and $ 0.7 million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2020 and December 31, 2019, respectively. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. There was no material revenue recognized in Q2 of 2021 related to changes in estimated variable consideration that existed at December 31, 2020. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of June 30, 2021 and December 31, 2020, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 18.5 million and $ 16.1 million, respectively. The Company expects to recognize revenue on 16 % of the remaining performance obligations during the 3 rd and 4 th quarters of 2021, 32 % in 2022, 41 % in 2023 and 2024, with the remaining 11 % recognized thereafter. 12 In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software is pre-installed on the interactive device are transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over five years from the contract execution date as measured based upon the passage of time. SCHEDULE OF DISAGGREGATES REVENUE Three Months Ended Six Months Ended June 30, 2021 (in thousands) June 30, 2020 (in thousands) 2021 2020 2021 2020 Product Revenues: Hardware $ 43,145 $ 6,656 $ 73,905 $ 11,446 Software 1,818 287 2,685 445 Service Revenues: Professional Services 205 354 475 696 Maintenance and Subscription Services 1,586 531 3,112 964 Revenue $ 46,754 $ 7,828 $ 80,177 $ 13,551 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria: ● The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. ● The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. ● The costs are expected to be recovered. Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying condensed consolidated balance sheets. Total deferred commissions, net of accumulated amortization was $ 207 thousand at June 30, 2021. SUBSEQUENT EVENTS We reviewed all material events through the date on which these consolidated condensed financial statements were issued for subsequent event disclosure consideration as described in Note 15. NEW ACCOUNTING STANDARDS In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options .” The FASB issued this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this will be effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .” The new guidance simplifies the accounting for certain convertible instruments and for contracts in an entity’s own equity. Key provisions include the elimination of the “cash conversion” guidance and the “beneficial conversion feature” guidance in ASC 470-20 as well as a simplification of the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification by removing certain conditions in ASC 815-40-25. Since the Company is an Emerging Growth Company, the ASU is not effective until annual reporting periods beginning after December 15, 2023. Earlier application is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements, and whether it will adopt the new standard earlier than January 2024. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740). The new guidance modifies the requirements for the timing of adoption of enacted changes in tax law. The effects of changes on taxes currently payable or refundable for the current year must be reflected in the computation of the annual effective tax rate. Since the Company is an Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments.” The new guidance replaces the incurred loss methodology with the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including trade accounts receivable. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842. This new guidance changes the impairment model for most financial assets and certain other instruments. Since the Company is an Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15, 2022, and interim periods within that fiscal year. The Company continues to evaluate the impact that this standard will have, if any, on its financial statements. In February 2016, the FASB issued ASC 842 “ Leases ” that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Under the previous guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily depended on its classification as a finance or operating lease. The new guidance also requires disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For Emerging Growth Companies, the new standard is not effective until annual reporting periods beginning after December 15, 2021, including interim periods within that reporting period. Earlier application is permitted. 13 There were various other accounting standards and interpretations issued recently, some of which although applicable, are expected to a have a material impact on our financial position, operations, or cash flows. NOTE 2 – RECENT BUSINESS ACQUISITION Interactive Concepts On March 23, 2021 the Company acquired 100 % of the outstanding shares of Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies (“Interactive”), for total consideration of approximately $ 3.3 million in cash, common stock and deferred consideration. The company has been Boxlight’s key distributor in Belgium and Luxembourg. The following table summarizes the estimated acquisition date fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Assets acquired: Cash $ 1,647 Accounts receivable 1,045 Inventories 191 Property and equipment 37 Total assets acquired 2,920 Accounts payable and accrued expenses ( 821 ) Deferred tax liability ( 230 ) Total liabilities assumed ( 1,051 ) Net tangible assets acquired 1,869 Identifiable intangible assets: Tradename 220 Customer relationships 745 Total intangible assets subject to amortization 965 Goodwill 439 Total net assets acquired $ 3,273 Consideration paid: Cash $ 1,795 Deferred cash consideration 1,075 Common shares issued 403 Total consideration paid $ 3,273 Sahara Presentation Systems PLC On September 24, 2020, the Company acquired 100 % of the outstanding shares of Sahara Holdings Limited, a private limited company operating under the laws of the UK and all of its subsidiaries, including Sahara Presentation Systems PLC (collectively, “Sahara”). Sahara is a distributor of audio and video software and equipment including the Clevertouch branded product line of interactive touch screens. This strategic acquisition expanded the Company’s geographic footprint, industry verticals served, and enhanced the Company’s technology and product offerings. 14 As consideration for the purchase of Sahara, the Company transferred GBP 74.0 million (approximately USD $ 94.9 million) in the form of GBP 52.0 million (approximately USD $ 66.7 million) in cash and GBP 22.0 million (approximately USD $ 28.2 million) in our Series B convertible preferred stock and our Series C convertible preferred stock. The convertible preferred stock was comprised of 1,586,620 shares of Series B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850 shares of Series C convertible redeemable preferred stock (the “Series C Preferred Stock”). The fair value of the preferred shares issued was $ 16.5 million and $ 12.4 million for the Series B Preferred Stock and Series C Preferred Stock, respectively. See further discussion of the features of the preferred shares in Note 10. The consideration transferred to the selling shareholders along with the assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. The excess consideration over the net fair values of the assets acquired and liabilities assumed was recognized as goodwill. The fair value of the deferred revenue at the date of acquisition was determined based on the estimated direct and incremental costs to fulfill the remaining performance obligations associated with the deferred revenue, plus a reasonable profit margin. Accordingly, the carrying amount of deferred revenue at the acquisition date was reduced to its estimated fair value based on the assumptions above which has resulted in and will result in a reduction in revenue that otherwise would have been recognized in periods subsequent to the acquisition date. The following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the fair value of consideration paid: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Assets acquired: Cash $ 6,049 Accounts receivable 16,066 Inventories 17,257 Prepaid expenses and other current assets 2,277 Property and equipment 183 Total assets acquired 41,832 Accounts payable and accrued expenses ( 8,624 ) Deferred revenue ( 9,435 ) Deferred tax liability ( 8,794 ) Other liabilities ( 293 ) Total liabilities assumed ( 27,146 ) Net tangible assets acquired 14,686 Identifiable intangible assets: Customer relationships 39,629 Trademarks 5,319 Technology 3,372 Total intangible assets subject to amortization 48,320 Goodwill 16,774 Total net assets acquired $ 79,780 Consideration paid: Cash $ 50,903 Preferred shares issued 28,877 Total consideration paid $ 79,780 15 The results of operations of Sahara following the acquisition are included in the Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2021. Pro Forma Financial Results The following unaudited pro forma information reflects our consolidated results of operations for the three and six months ending June 30, 2020 as if the acquisition of Sahara had taken place on January 1, 2020. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the acquisition actually occurred at the beginning of these periods nor is it necessarily indicative of future results. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements. The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination are included in the pro forma revenue and net earnings reflected below. SCHEDULE OF PRO FORMA INFORMATION Three months ended June 30, 2020 (Unaudited) in thousands As Reported (Unaudited) in thousands Proforma Revenues, net $ 7,828 $ 28,819 Net loss attributable to common shareholders $ ( 1,425 ) $ ( 1,148 ) Six months ended June 30, 2020 (Unaudited) in thousands As Reported (Unaudited) in thousands Proforma Revenues, net $ 13,551 $ 52,557 Net loss attributable to common shareholders $ ( 3,376 ) $ ( 5,043 ) NOTE 3 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): SCHEDULE OF ACCOUNTS RECEIVABLE - TRADE 2021 2020 Accounts receivable – trade $ 36,932 $ 21,768 Allowance for doubtful accounts ( 279 ) ( 473 ) Allowance for sales returns and volume rebates ( 538 ) ( 426 ) Accounts receivable - trade, net of allowances $ 36,115 $ 20,869 NOTE 4 – INVENTORIES Inventories are stated at the lower of cost or net realizable value and include spare parts and finished goods. Inventories are primarily determined using specific identification and the first-in, first-out (“FIFO”) cost methods. Cost includes direct cost from the Current Manufacturer (“CM”) or Original Equipment Manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs. Inventories consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): SCHEDULE OF INVENTORIES 2021 2020 Finished goods $ 21,041 $ 20,997 Spare parts 261 265 Reserve for inventory obsolescence ( 432 ) ( 349 ) Inventories, net $ 20,870 $ 20,913 16 NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2021 2020 Prepayments to vendors $ 12,006 $ 5,727 Prepaid licenses and other 858 339 Unbilled revenue 599 95 Prepaid expenses and other current assets $ 13,463 $ 6,161 NOTE 6 – INTANGIBLE ASSETS Intangible assets consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): SCHEDULE OF INTANGIBLE ASSETS Useful lives 2021 2020 Patents 7 years $ 182 $ 182 Customer relationships 10 - 15 years 48,025 46,614 Technology 3 years 3,900 3,900 Domain 7 years 14 14 Tradenames 2 - 10 years 9,902 9,682 Intangible assets, at cost 62,023 60,392 Accumulated amortization ( 8,717 ) ( 5,236 ) Intangible assets, net of accumulated amortization $ 53,306 $ 55,156 For the six months ended June 30, 2021 and 2020, the Company recorded amortization expense of $ 3.5 million and $ 431 thousand, respectively. NOTE 7 – DEBT The following is a summary of our debt as of June 30, 2021 and December 31, 2020: SCHEDULE OF DEBT 2021 2020 Debt – Third Parties Note payable – Lind Global $ 14,321 $ 21,085 Paycheck Protection Program 1,008 1,008 Accounts receivable financing – Sallyport Commercial 4,445 4,512 Note payable – STEM Education Holdings 175 175 Total debt 19,949 26,780 Less: Discount and issuance cost – Lind Global 1,072 2,132 Current portion of debt 16,485 16,817 Long-term debt $ 2,392 $ 7,831 Total debt (net of discount) $ 18,877 $ 24,648 17 Debt - Third Parties: Lind Global Marco Fund and Lind Global Asset Management On February 4, 2020, the Company and Lind Global Macro Fund L.P. (“Lind”) entered into a second securities purchase agreement pursuant to which the Company received $ 750 thousand in exchange for the issuance to Lind of (1) $ 825 thousand convertible promissory note, payable at an 8 % interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $ 60 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $ 26.25 thousand. The Note matures over 24 months, with repayment that commenced on August 4, 2020, after which time the Company is obligated to make monthly payments of $45,833 thousand plus interest. Interest accrued during the first six months of the note, after which time the interest payments, including accrued interest is payable monthly in either conversion shares or in cash. A commitment fee in the amount of $26 thousand was paid to Lind, along with legal fees in the amount of $ 15 thousand. The Company paid Lind $ 60 thousand for closing fees by issuing 44,557 shares of restricted Class A common stock. On September 21, 2020, the Company and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities purchase agreement (the “Lind SPA”) pursuant to which the Company received $ 20.0 million in exchange for the issuance to Lind of (1) a $ 22.0 million convertible promissory note, payable at a 4 % interest rate, compounded monthly, (2) 310,399 shares of restricted Class A common stock valued at $900 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended September 21, 2020, and (3) a commitment fee of $ 400 thousand. The Note matures over 24 months, with repayment commencing on November 22, 2020, after which time the Company became obligated to make monthly payments of $ 1.0 million, plus interest. Interest accrued during the first two months of the note, after which time the interest payments, including accrued interest is payable monthly in either conversion shares or in cash. The commitment fee in the amount of $400 thousand was paid to Lind Global, along with legal fees in the amount of $ 20 thousand. The Company paid Lind $ 500 thousand for closing fees by issuing 310,399 shares of Class A common stock. The shares of Class A common stock issuable to Lind under the Note are registered pursuant to our effective shelf registration statement on Form S-3. During the six months ended June 30, 2021, the Company repaid combined principal of $ 6.8 million and interest of $ 373 thousand to Lind and Lind Global by issuing a total of 3.9 million shares Class A common stock with an aggregate value of $ 9.9 million to Lind and recognized a $ 2.7 million loss. Paycheck Protection Program Loan On May 22, 2020, the Company received loan proceeds of $ 1.09 million under the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The loans and accrued interest received under the PPP are forgivable to the extent borrowers use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains their payroll levels during the designated period prior to which the PPP would otherwise be repayable. The Company used the proceeds for purposes consistent with the PPP. During 2020, the Company applied for forgiveness in the amount of $ 837 thousand of the original PPP loan and is presently still awaiting a decision from the Small Business Administration. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1 % , with a deferral of payments for the first six months. Everest Display, Inc . On June 22, 2020, the Company entered into an agreement with Everest Display, Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics, Inc., a California corporation (“AMAGIC”), effective June 11, 2020, pursuant to which $ 1,000,000 in accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of 869,565 shares (the “Shares”) of its Class A common stock to AMAGIC at a $ 1.15 per share purchase price. The Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). On January 26, 2021, the Company entered into an agreement with EDI and EDI’s subsidiary, AMAGIC, pursuant to which $ 1,983,436 in accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of 793,375 shares (the “2021 Shares”) of its Class A common stock to AMAGIC at a $ 2.50 per share purchase price. The 2021 Shares were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act. 18 Accounts Receivable Financing – Sallyport Commercial Finance On September 30, 2020, Boxlight Inc., and EOS EDU LLC. entered into an asset-based lending agreement with Sallyport Commercial Finance, LLC (“Sallyport”), which agreement has a 12-month term (the “Term”). Pursuant to the agreement, Sallyport agreed to purchase 90% of the eligible accounts receivable of the Company during the Term with a right of recourse back to the Company if the receivables are not collectible. This agreement requires a minimum monthly sales volume of $ 1,250,000 with a maximum facility limit of $ 8,000,000 . Advances against this agreement accrue interest at the rate of 3.50 % in excess of the highest prime rate publicly announced from time to time with a floor of 3.25 % . In addition, the Company is required to pay a daily audit fee of $ 950 per day. The Company granted Sallyport a security interest in all of the assets of Boxlight Inc. and Genesis Collaboration, LLC. On July 20, 2021, Boxlight and Sallyport amended the Accounts Receivable Agreement (the “ARC Amendment”) for purposes of increasing the Maximum Facility Limit Amount to $ 13,000,000 , as well as increasing the minimum monthly sales from $ 1,250,000 to $ 3,000,000 . In exchange for entry into the ARC Amendment, Boxlight agreed to a fee of $ 50,000 , representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remain unchanged. On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the Accounts Receivable Agreement (the “Second ARC Amendment”), which further increased the Maximum Facility Limit Amount to $ 15,000,000 . In exchange for entry into the Second ARC Amendment, Boxlight agreed to a fee of $ 20,000 , representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remain unchanged. NOTE 8 – DERIVATIVE LIABILITIES The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period. In determining the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model at June 30, 2021 and December 31, 2020: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2021 Common stock issuable upon exercise of warrants 270,000 Market value of common stock on measurement date $ 2.41 Exercise price $ 0.43 Risk free interest rate (1) 0.06 % Expected life in years 0.50 years Expected volatility (2) 102 % Expected dividend yields (3) 0 % December 31, 2020 Common stock issuable upon exercise of warrants 295,000 Market value of common stock on measurement date $ 1.53 Exercise price $ 0.42 Risk free interest rate (1) 0.13 % Expected life in years 1 year Expected volatility (2) 160 % Expected dividend yields (3) 0 % (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The expected volatility was determined by calculating the volatility of the Company’s common stock. (3) The Company does not expect to pay a dividend in the foreseeable future. 19 The following table shows the change in the Company’s derivative liabilities rollforward for the six months ended June 30, 2021 and 2020 (in thousands): SCHEDULE OF CHANGE IN DERIVATIVE LIABILITIES Amount Balance, December 31, 2020 $ 363 Exercise of warrants ( 51 ) Change in fair value of derivative liabilities 224 Balance, June 30, 2021 $ 536 Amount Balance, December 31, 2019 $ 146 Change in fair value of derivative liabilities 46 Balance, June 30, 2020 $ 192 The change in fair value of derivative liabilities includes losses from exercise price modifications. NOTE 9 – INCOME TAXES Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands): SCHEDULE OF PRETAX INCOME (LOSS) Three Months Ended June 30 Three Months Ended June 30, 2021 2020 United States $ ( 105 ) $ ( 1,426 ) Foreign 407 - Total pretax book income, (loss) 302 $ ( 1,426 ) Six Months Ended June 30 Six Months Ended June 30, 2021 2020 United States $ ( 5,428 ) $ ( 3,376 ) Foreign 583 - Total pretax book loss ( 4,845 ) $ ( 3,376 ) The Company recorded income tax expense of $ 2.52 million and $ 2.54 million for the three and six months ended June 30, 2021, respectively. The company recorded a significant tax impact of $ 2.2 million this quarter to reflect a discrete event directly pertaining to the tax impact on our UK deferred tax liability associated with the intangible assets acquired as part of the Sahara business combination, and the effect of a recent UK rate income tax rate change. Finance Bill 2021 (“the Bill”) provides for an increase in the UK statutory tax rate to 25 % for taxpayers with profits over £ 250 K beginning April 1, 2023. We expect this rate to apply to the earnings of our Sahara operations in the UK. The Bill received Royal Assent on June 10, 2021, and it is considered enacted on that date under U.S. GAAP. As such, we must reflect the tax impact as a discrete event in our second quarter results. The year-to-date effective tax rate is 6.94 % and is relatively low due to the effect of net operating loss carryforwards associated with our legacy operations in the U.S. The Company operates in the United States, United Kingdom, and other jurisdictions. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. Prior to the Sahara acquisition, the Company had a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions, primarily driven by net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the loss carryforward applies. The Company also depends on specific tax provisions in each jurisdiction that could impact utilization. The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its history of cumulative losses in those jurisdictions, we believe it is appropriate to maintain a full valuation allowance on the Company’s net deferred tax asset at June 30, 2021 and December 31, 2020. 20 Due to the Sahara and Interactive Concepts acquisitions, the Company has recognized a net deferred tax liability for the acquired entities, primarily driven by acquired intangible assets for which it does not have tax basis in the jurisdictions in which operates (primarily the United Kingdom, the Netherlands, and the United States). The Company does not expect to qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies. The tax years from 2016 to 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company has not identified any uncertain tax positions at this time. During the second quarter of 2021, the Company became aware of a potential state tax exposure for failure to file minimum tax returns in a state for a number of years. The Company has tentatively agreed to the proposed tax assessment, but it is appealing the associated interest and penalty assessment. The Company has recorded an exposure item of $ 50 K this quarter for its best estimate of the amount for which it will settle the exposure. This amount includes $ 20 K of income tax and $ 30 K of penalties and interest. NOTE 10 – EQUITY Preferred Shares The Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 shares of preferred stock consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $ 0.0001 per share; 2) 1,200,000 shares of voting Series B preferred stock, with a par value of $ 0.0001 per share; 3) 270,000 shares of voting Series C preferred stock, with a par value of $ 0.0001 per share; and 4) 48,280,000 shares of “blank check” preferred stock to be designated by the Company’s Board of Directors. Issuance of preferred shares Series A Preferred Stock At the time of the Company’s initial public offering 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. All of the Series A preferred stock was convertible into 398,406 shares of Class A common stock. On August 5, 2019, a total of 82,028 shares of Series A preferred stock were converted into a total of 130,721 shares of Class A common stock. Series B Preferred Stock and Series C Preferred Stock As discussed in Note 2 above, on September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock. The Series B Preferred Stock has a stated and liquidation value of $ 10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8 % per annum, payable quarterly. The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price of $ 1.66 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”). Such conversion may occur either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C Preferred Stock has a stated and liquidation value of $ 10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the holders, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026. 21 As disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $ 28.9 million was included as part of the total $ 94.9 million consideration paid for the purchase of Sahara. As the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely within the control of the Company, the Company has classified the Series B Preferred Stock and Series C Preferred Stock as mezzanine or temporary equity in the Company’s condensed consolidated balance sheet. On March 24, 2021 the Company entered into a share redemption and conversion agreement with certain holders of Series B and Series C preferred stock (the “Redemption Agreement”) which allows the Company to redeem and purchase each such stockholder’s shares of Series B preferred stock on or before June 30, 2021 for the stated or liquidation value of approximately £11.5 million (or approximately $15.9 million) plus accrued dividends from January 1, 2021 to the date of purchase. The same stockholders hold 96% of the Series C preferred stock. Upon redemption, the Series C shares would convert into approximately 7.6 million shares of Class A Common Stock at the stated conversion price of $1.66 per share. On June 14, 2021, the Company entered into an amendment to the Redemption Agreement (the “Amended Redemption Agreement”) for purposes of extending the completion date to on or before December 31, 2021. In addition, the Amended Redemption Agreement changed the definition of “Redemption Payments” such that the redemption payment schedule would begin on or before May 31, 2021, for the quarter then ended and continue quarterly until the date of Completion. In regard to these amendments the Company applied the accounting guidance from ASC 470-50 pertaining to determining whether an amendment to an equity-classified preferred share is an extinguishment or modification, and concluded that the Amended Redemption Agreement on June 14, 2021, as it effected the Series B Preferred Stock, resulted in an extinguishment of the original equity instruments subject to redemption agreement. Accordingly, the Series B Preferred Stock subject to the Amended Redemption Agreement was recorded at its fair value as of June 14, 2021, and a $367 thousand deemed contribution was credited to additional-paid-in-capital. With the Redemption Agreement, the Series B Preferred Stock includes a beneficial conversion feature, but in accordance with ASC 470-20, since it is dependent upon contingencies that are not solely in the control of the holder, the beneficial conversion feature was not recognized for accounting purposes. Common Stock The Company’s common stock consists of 1) 150,000,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock . Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock would automatically convert into shares of Class A common stock. As of June 30, 2021 and December 31, 2020, the Company had 59,102,072 and 53,343,518 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at June 30, 2021 or December 31, 2020. Issuance of common stock Public Offering On July 31, 2020, the Company issued 17,250,000 shares of the Company’s Class A common stock at a public offering price of $ 2.00 per share. Gross proceeds from the issuances were $ 34,500,000 , including the underwriting overallotment. Net proceeds were $ 32.0 million after deducting underwriting discounts and offering expenses of $ 2.5 million. On June 11, 2020, the Company issued 13,333,333 shares of the Company’s Class A common stock at a public offering price of $ 0.75 per share. In addition, on June 24, 2020 the Company issued an additional 1,999,667 shares of Class A common stock to the underwriter at $ 0.75 per share. Gross proceeds from the issuances were $ 11.5 million. Net proceeds were $ 10.6 million after deducting underwriting discounts and offering expenses of $ 906 thousand. 22 Debt Conversion During the six months ended June 30, 2021, the Company repaid principal of $ 6.8 million and interest of $ 373 thousand by issuing 3.9 million shares Class A common stock with an aggregate value of $ 9.9 million to Lind and recognized a $ 2.7 million loss. Accounts Payable and Other Liabilities Conversions During the six months ended June 30, 2021, the Company converted $ 2.0 million of EDI accounts payable in exchange for 793 thousand shares of Class A common stock with an aggregate value of $ 1.6 million and recognized a $ 357 thousand gain. Compensation During the six months ended June 30, 2021 and in accordance with the terms of his employment agreement, Michael Pope, our Chairman and Chief Executive Officer, received 875,000 shares of restricted Class A common stock, which shares remain subject to certain vesting conditions. The shares will vest in substantially equal monthly installments over a period of 12 months. Exercise of stock options During the six months ended June 30, 2021, options to purchase a total of 322 thousand shares of Class A common stock were exercised. NOTE 11 – STOCK COMPENSATION The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees and consultants of the Company or a subsidiary of the Company under the Company’s 2021 Equity Incentive Plan and 2014 Equity Inventive Plan, as amended (together “Equity Incentive Plans”), in the aggregate were 5,000,000 and 116,837 shares, respectively. The 2021 Equity Incentive Plan was approved by the Company’s Board on April 12, 2021 and approved by the shareholders at the Company’s Annual Shareholders Meeting held on June 11, 2021. All grants made under the Equity Incentive Plans must be approved by the Company’s Board prior to issuance. Stock Options Under our stock option program, pursuant to the Equity Incentive Plans, an employee receives an award that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (the strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through compensation expense. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting. The following is a summary of the option activities during the six months ended June 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2020 4,850,784 $ 1.76 3.51 Granted - - - Exercised ( 322,143 ) 0.77 Cancelled ( 275,625 ) 1.02 Outstanding, June 30, 2021 4,253,015 $ 1.88 2.86 Exercisable, June 30, 2021 2,729,205 $ 2.39 2.24 23 The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model. As of June 30, 2021 and December 31, 2020, the stock options had an intrinsic value of approximately $ 5.3 million and $ 2.9 million, respectively. Restricted Stock Units Under our Equity Incentive Plans the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors. Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting. The restricted stock units vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement. The following is a summary of the restricted stock activities during the six months ended June 30, 2021. SCHEDULE OF RSU ACTIVITIES Number of Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2020 2,721,347 $ 1.62 Granted 1,005,790 2.83 Vested ( 696,612 ) 1.95 Outstanding, June 30, 2021 3,030,525 $ 1.95 On February 24, 2021, the Company granted an aggregate of 130,547 RSUs to its board members. These RSUs vest ratably over one year and had an aggregated fair value of approximately $ 374 thousand on the grant date. In addition, on March 20, 2021, the Company granted an aggregate of 875,245 shares of restricted common stock to Michael Pope, CEO and Chairman, pursuant to his employment agreement. These shares were issued pursuant to the 2014 Equity Incentive Plan, vest ratably over one year , are issued monthly as they vest, and had an aggregated fair value of approximately $ 2.5 million on the grant date. Warrants Following is a summary of the warrant activities during the six months ended June 30, 2021: SCHEDULE OF WARRANT ACTIVITY Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2020 365,000 $ 1.44 1.27 Granted - Exercised ( 20,749 ) 0.42 - Outstanding, June 30, 2021 344,251 $ 1.52 0.80 Exercisable, June 30, 2021 326,000 $ 1.55 0.67 24 Stock compensation expense For the six months ended June 30, 2021 and 2020, the Company recorded the following stock compensation in general and administrative expense (in thousands): SCHEDULE OF STOCK COMPENSATION EXPENSES 2021 2020 Stock options $ 391 $ 499 Restricted stock units 1,467 21 Warrants 1 - Total stock compensation expense $ 1,859 $ 520 As of June 30, 2021, there was approximately $ 6.8 million of unrecognized compensation expense related to unvested options, restricted stock units, and warrants, which will be amortized over the remaining vesting period. Of that total, approximately $ 2.0 million is estimated to be recorded as compensation expense in the remaining six months of 2021. NOTE 12 – RELATED PARTY TRANSACTIONS Management Agreement On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our Chief Executive Officer and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company. Under the Management Agreement, effective as of the first day of the same month that Mr. Pope’s employment with the Company shall terminate. Thereafter, and for a term of 13 months, Mr. Pope shall provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company shall pay a management fee equal to 0.375 % of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $ 250 ,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. On June 21, 2018, the Company issued a warrant to purchase 270,000 Class A common stock, at an exercise price of $ 1.20 per share, to an entity wholly owned by Mr. Pope in exchange for the cancellation of a warrant that had been issued to in November 2014 as compensation for certain advisory services rendered. NOTE 13 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases six office building facilities located in Lawrenceville, Georgia, Poulsbo, Washington, Lexington, Massachusetts, Scottsdale, Arizona, Miami, Florida and Utica, New York in the U.S., and two office building facilities in Dartford and Kent in the U.K. for sales, marketing, technical support and service staff. All such facilities are under non-cancelable lease agreements with terms ending in 2023. For the six months ended June 30, 2021 and 2020, aggregate rent expense was $ 984 thousand and $ 220 thousand respectively. Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. As of June 30, 2021 the total amount of such open inventory purchase orders was $ 63.9 million. 25 NOTE 14 – CUSTOMER AND SUPPLIER CONCENTRATION There were two customers that account for greater than 10% of the Company’s consolidated revenues for the six months ended June 30, 2021. Details are as follows: SCHEDULE OF CONCENTRATION RISK Customer Total revenues from the customer as a percentage of total revenues for the six months ended June 30, 2021 Accounts receivable from this customer as of June 30, 2021 (in thousands) 1 11.1 % $ 5,544 2 10.1 % $ 6,135 For the six months ended June 30, 2021, the Company’s purchases were concentrated amongst two vendors. Details are as follows: Vendor Total purchases from the vendor as a percentage of total cost of sales for the six months ended June 30, 2021 Accounts payable (prepayment) to the vendor as of June 30, 2021 (in thousands) 1 35.8 % $ 611 2 23.8 % $ 5,002 The Company believes there are other suppliers that could be substituted should the above cited suppliers become unavailable or non-competitive. NOTE 15 – SUBSEQUENT EVENTS Financing Arrangements As previously disclosed, Boxlight Corporation entered into an accounts receivable agreement, effective September 30, 2020 (the “Accounts Receivable Agreement”), between Sallyport Commercial Finance LLC (“Sallyport”) and the Company’s subsidiaries. Under the terms of the Accounts Receivable Agreement, the Subsidiaries were originally able to sell up to $ 6,000,000 (the “Maximum Facility Limit Amount”) of eligible accounts receivable that are accepted by Sallyport for up to 90 % of the face amount of each such eligible account. On July 20, 2021, Boxlight and Sallyport amended the Accounts Receivable Agreement (the “ARC Amendment”) for purposes of increasing the Maximum Facility Limit Amount to $ 13,000,000 , as well as increasing the minimum monthly sales from $ 1,250,000 to $ 3,000,000 . In exchange for entry into the ARC Amendment, Boxlight agreed to pay a fee of $ 50,000 , representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remain unchanged. On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the Accounts Receivable Agreement (the “Second ARC Amendment”), which further increased the Maximum Facility Limit Amount to $ 15,000,000 . In exchange for entry into the Second ARC Amendment, Boxlight agreed to a fee of $ 20,000 , representing one percent of the increased Maximum Facility Limit Amount. Other terms of the Accounts Receivable Agreement remain unchanged. Settlement of Debt Transactions On July 8, 2021, the Company issued 22,179 shares of Class A common stock in lieu of principal and interest payment of notes payable with an aggregate amount of $ 48,583 . On July 21, 2021, the Company issued 576,325 shares of Class A common stock in lieu of principal and interest payment of notes payable with an aggregate amount of $ 1,000,000 . 26