Boxlight Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-2 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 F-3 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 20 20 F-5 Notes to Consolidated Financial Statements F-6 ​ ​ ​ 49 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Shareholders and the Board of Directors of Boxlight Corporation ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Boxlight Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ Dixon Hughes Goodman LLP ​ We have served as the Company's auditor since 2018. ​ Atlanta, Georgia April 13, 2022 ​ ​ F-1 Table of Contents Boxlight Corporation Consolidated Balance Sheets As of December 31, 2021 and 2020 ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 ​ 2020 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 17,938 ​ $ 13,460 Accounts receivable – trade, net of allowances ​ 29,573 ​ 20,869 Inventories, net of reserves ​ 51,591 ​ 20,913 Prepaid expenses and other current assets ​ 9,444 ​ 6,161 Total current assets ​ 108,546 ​ 61,403 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net of accumulated depreciation ​ 1,073 ​ 562 Intangible assets, net of accumulated amortization ​ 65,532 ​ 55,156 Goodwill ​ 26,037 ​ 22,742 Other assets ​ 248 ​ 90 Total assets ​ $ 201,436 ​ $ 139,953 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Accounts payable and accrued expenses ​ $ 33,638 ​ $ 14,246 Accounts payable and accrued expenses – related parties ​ — ​ 1,967 Short-term debt ​ 9,804 ​ 16,817 Earn-out payable- related party ​ — ​ 119 Deferred revenues – short-term ​ 7,575 ​ 5,671 Derivative liabilities ​ 3,064 ​ 363 Other short-term liabilities ​ 667 ​ 1,209 Total current liabilities ​ 54,748 ​ 40,392 ​ ​ ​ ​ ​ ​ ​ Deferred revenues - long-term ​ 13,952 ​ 10,482 Long-term debt ​ 42,137 ​ 7,831 Deferred tax liabilities, net ​ 8,449 ​ 7,902 Other long-term liabilities ​ 340 ​ 2 Total liabilities ​ 119,626 ​ 66,609 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 15) ​ ​ 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; 63,821,901 and 53,343,518 Class A shares issued and outstanding , respectively ​ 6 ​ 6 Additional paid-in capital ​ 110,867 ​ 86,768 Accumulated deficit ​ ( 61,300 ) ​ ( 47,498 ) Accumulated other comprehensive income ​ 3,728 ​ 5,192 Total stockholders’ equity ​ 53,301 ​ 44,468 ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 201,436 ​ $ 139,953 ​ See Accompanying Notes to Financial Statements. ​ F-2 Table of Contents Boxlight Corporation Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2021 and 2020 (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Revenues, net ​ $ 185,177 ​ $ 54,891 Cost of revenues ​ 138,652 ​ 45,023 Gross profit ​ 46,525 ​ 9,868 ​ ​ ​ ​ ​ ​ ​ Operating expense: ​ ​ General and administrative expenses ​ 47,270 ​ 21,157 Research and development ​ 1,826 ​ 1,419 Total operating expense ​ 49,096 ​ 22,576 ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 2,571 ) ​ ( 12,708 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ Interest expense, net ​ ( 3,382 ) ​ ( 2,815 ) Other income (expense), net ​ ( 20 ) ​ 129 Loss on settlement of liabilities, net ​ ( 4,532 ) ​ ( 1,363 ) Changes in fair value of derivative liabilities ​ 13 ​ ( 216 ) Total other income (expense) ​ ( 7,921 ) ​ ( 4,265 ) ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ ​ ( 10,492 ) ​ ​ ( 16,973 ) Income tax expense ​ ​ ( 3,310 ) ​ ​ 821 Net loss ​ ​ ( 13,802 ) ​ ​ ( 16,152 ) Fixed dividends - Series B Preferred ​ ​ ( 1,269 ) ​ ​ ( 338 ) Deemed Contribution -Series B Preferred ​ ​ 367 ​ ​ — Net loss attributable to common stockholders ​ $ ( 14,704 ) ​ $ ( 16,490 ) ​ ​ ​ ​ ​ ​ ​ Comprehensive loss: ​ ​ ​ ​ Net loss ​ ​ ( 13,802 ) ​ ​ ( 16,152 ) Other comprehensive loss: ​ ​ ​ Foreign currency translation (loss) gain ​ ( 1,464 ) ​ 5,230 Total comprehensive loss ​ $ ( 15,266 ) ​ $ ( 10,922 ) ​ ​ ​ ​ ​ ​ ​ Net loss per common share – basic and diluted ​ ​ ( 13,802 ) ​ ​ ( 16,152 ) ​ ​ ​ ​ ​ ​ ​ Net loss per common share – basic and diluted ​ $ ( 0.23 ) ​ $ ( 0.39 ) Weighted average number of common shares outstanding – basic and diluted ​ 58,849 ​ 42,198 ​ See Accompanying Notes to Financial Statements. ​ F-3 Table of Contents Boxlight Corporation Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2021 and 2020 ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Class A ​ Additional ​ ​ ​ ​ Accumulated Other ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ Common Stock ​ Paid-in ​ Subscriptions ​ Comprehensive ​ Accumulated ​ ​ ​ ​ Shares Amount Shares Amount Capital Receivable Income (Loss) Deficit Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2019 167,972 ​ $ — 11,698,697 ​ $ 1 ​ $ 30,736 ​ $ — ​ $ ( 38 ) ​ $ ( 31,346 ) ​ $ ( 647 ) Shares issued for: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conversion of liabilities — ​ — 8,812,991 ​ 2 ​ 12,019 ​ — ​ — ​ — ​ 12,021 Closing fees related to public offering ​ — ​ — ​ ( 906 ) ​ ​ — ​ — ​ ( 906 ) Public offering — ​ — 32,583,000 ​ 3 ​ 43,521 ​ — ​ — ​ — ​ 43,524 Cash — ​ — 142,857 ​ ​ ​ 100 ​ — ​ — ​ ​ 100 Other share-based payments — ​ — 7,111 ​ — ​ 8 ​ — ​ — ​ — ​ 8 Conversion of restricted shares — ​ — 98,862 ​ — ​ — ​ — ​ — ​ — ​ — Stock compensation — ​ — — ​ — ​ 1,628 ​ — ​ — ​ — ​ 1,628 Foreign currency translation — ​ — — ​ — ​ — ​ — ​ 5,230 ​ — ​ 5,230 Fixed dividends for preferred shareholders — ​ — — ​ — ​ ( 338 ) ​ — ​ — ​ — ​ ( 338 ) Net loss — ​ — — ​ — ​ — ​ — ​ — ​ ( 16,152 ) ​ ( 16,152 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2020 167,972 ​ — 53,343,518 ​ 6 ​ 86,768 ​ — ​ 5,192 ​ ( 47,498 ) ​ 44,468 Shares issued for: ​ ​ ​ ​ ​ ​ ​ Conversion of liabilities — ​ — 8,697,166 ​ — ​ 19,080 ​ — ​ — ​ — ​ 19,080 Other share-based payments — ​ — 721,653 ​ — ​ 797 ​ — ​ — ​ — ​ 797 Acquisition ​ — ​ ​ — ​ 142,882 ​ ​ ​ ​ ​ 404 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 404 Debt Issuance costs ​ — ​ ​ — ​ — ​ ​ — ​ ​ 660 ​ ​ — ​ ​ — ​ ​ — ​ ​ 660 Conversion of restricted shares — ​ — 916,682 ​ — ​ — ​ — ​ — ​ — ​ — Stock compensation — ​ — — ​ — ​ 4,060 ​ — ​ — ​ — ​ 4,060 Foreign currency translation — ​ — — ​ — ​ — ​ — ​ ( 1,464 ) ​ — ​ ( 1,464 ) Fixed dividends for preferred shareholders — ​ — — ​ — ​ ( 1,269 ) ​ — ​ — ​ — ​ ( 1,269 ) Deemed contribution for preferred shareholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 367 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 367 Net loss — ​ — — ​ — ​ — ​ — ​ — ​ ( 13,802 ) ​ ( 13,802 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2021 167,972 ​ $ — 63,821,901 ​ $ 6 ​ 110,867 ​ — ​ $ 3,728 ​ $ ( 61,300 ) ​ $ 53,301 ​ See Accompanying Notes to Financial Statements. ​ F-4 Table of Contents Boxlight Corporation Consolidated Statements of Cash Flows For the Years Ended December 31, 2021 and 2020 ($ in thousand) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ Net loss ​ $ ( 13,802 ) ​ $ ( 16,152 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ Amortization of debt discount and issuance cost ​ 2,132 ​ 1,626 Bad debt (recovery) expense ​ 425 ​ 166 Loss on settlement of liabilities ​ 3,345 ​ 1,363 Changes in deferred tax assets and liabilities ​ 788 ​ ( 1,477 ) Change in allowance for sales returns and volume rebate ​ 1,145 ​ 73 Change in inventory reserve ​ 250 ​ 155 Change in fair value of derivative liability ​ ( 13 ) ​ 216 Shares issued for interest payment on notes payable ​ 617 ​ 499 Stock compensation expense ​ 4,060 ​ 1,628 Other share-based payments ​ — ​ 7 Depreciation and amortization ​ 7,175 ​ 2,608 Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable – trade ​ ( 6,427 ) ​ ( 212 ) Inventories ​ ( 20,998 ) ​ 795 Prepaid expenses and other current assets ​ ( 2,470 ) ​ ( 1,994 ) Other assets ​ ( 158 ) ​ 6 Accounts payable and accrued expenses ​ 18,050 ​ 2,176 Other short-term liabilities ​ 344 ​ 906 Warranty liability ​ ( 102 ) ​ 76 Accounts payable and accrued expenses - related parties ​ — ​ 37 Deferred revenues ​ 4,318 ​ 2,847 Other liabilities ​ ( 1,009 ) ​ ( 13 ) Net cash used in operating activities ​ ( 2,330 ) ​ ( 4,664 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ Business acquisitions (net of cash acquired) ​ ( 33,604 ) ​ ( 45,053 ) Cash paid to settle earnout obligations ​ ( 119 ) ​ — Purchases of furniture and fixtures, net ​ ( 285 ) ​ ( 265 ) Net cash used in investing activities ​ ( 34,008 ) ​ ( 45,318 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ Proceeds from short-term debt ​ 54,225 ​ 10,067 Principal payments on short-term debt ​ ( 66,912 ) ​ ( 8,608 ) Discount on notes payable ​ ( 500 ) ​ — Proceeds from convertible debt ​ — ​ 20,750 Proceeds from long term debt ​ ​ 58,500 ​ ​ — Debt issuance costs ​ ( 3,324 ) ​ ( 20 ) Payments of fixed dividends to Series B Preferred stockholders ​ ( 1,269 ) ​ ( 338 ) Proceeds from issuance of common stock ​ 428 ​ 42,718 Proceeds from the Paycheck Protection Plan Program loan ​ — ​ 1,009 Net cash provided by financing activities ​ 41,148 ​ 65,578 ​ ​ ​ ​ ​ ​ ​ Effect of foreign currency exchange rates ​ ( 332 ) ​ ( 3,309 ) ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents ​ 4,478 ​ 12,287 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, beginning of the period ​ 13,460 ​ 1,173 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of the period ​ $ 17,938 ​ $ 13,460 ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ 1,476 ​ $ 2,316 Cash paid for interest ​ $ 1,497 ​ $ 542 ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing transactions: ​ ​ ​ Preferred shares issued as consideration for acquisition of Sahara ​ $ — ​ $ 28,876 Note payable issued as consideration for acquisition of MyStemkits ​ $ — ​ $ 175 Shares issued to settle accounts payable ​ $ 1,626 ​ $ 1,372 Shares issued to convert notes payable – Lind Global ​ $ 17,454 ​ $ 10,499 Shares issued for closing fees related to outstanding notes payable – Lind Global ​ $ — ​ $ 517 Exercise of warrants ​ $ 350 ​ $ — Shares issued for acquisition ​ $ 403 ​ $ — Deemed contribution from Series B Preferred Stock ​ $ 367 ​ $ — ​ See Accompanying Notes to Financial Statements. ​ F-5 Table of Contents Of Boxlight Corporation Notes to Consolidated Financial Statements NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES COMPANY HISTORY AND RECENT ACQUISITIVE GROWTH Boxlight Corporation (the “Company”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. The Company designs, produces and distributes interactive technology solutions to the education market. On December 31, 2021, the Company acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market. On September 24, 2020, the Company acquired Sahara Holdings, Ltd., a leader in distributed and manufactured AV solutions. Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands. On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”), the largest online collection of K-12 STEM curriculum for 3D printing. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Boxlight Corporation and its wholly owned subsidiaries. Intercompany transactions and account balances among all of affiliated entities have been eliminated. In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation. ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Significant estimates include estimates of allowances for bad debts, and inventory obsolescence; the recoverability of deferred tax assets; the fair value and the recoverability of warrants; the initial fair value of preferred stock, intangible assets and goodwill; stock compensation, fair values of assets acquired and estimates for contingent liabilities. COMPREHENSIVE INCOME Comprehensive income (loss) reflects the change in equity during the year and is comprised of all components of net income (loss) and foreign currency translation adjustments. FOREIGN CURRENCIES The Company’s reporting currency is the U.S. dollar. The U.S. dollar is the currency of the primary economic environment in which it operates and is generally the currency in which the Company’s business generates and expends cash. Subsidiaries with different functional currencies, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit). Foreign exchange gains and losses arise from transactions denominated in F-6 Table of Contents currencies other than the functional currency. Gains and losses on those foreign currency transactions are included in determining net income (loss) for the period in which the exchange rates change. CASH AND CASH EQUIVALENTS The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $ 250,000 for banks located in the U.S. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at contractual amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amounts that ultimately will not be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required. 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. The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to several quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and depreciated using the straight-line method over the estimated life of the asset. Repairs and maintenance are charged to expense as incurred. LONG–LIVED ASSETS Long-lived assets to be held and used or disposed of other than by sale are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the fair value of the asset. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. BUSINESS COMBINATIONS Transactions in which the Company acquires or obtains control of one or more businesses are accounted for as business combinations in accordance with Topic 805, Business Combinations , which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Income taxes, where applicable, are recognized and measured in accordance with Topic 740, Accounting for Income Taxes. For transactions occurring on or after January 1, 2021, contract liabilities acquired in a business combination are recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers (“Topic 606”). Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgement and estimates, including the selection of valuation methodologies, estimates of future F-7 Table of Contents revenue, costs and cash flows, and discount rates. Transaction costs are expensed as incurred. Any excess consideration transferred over the assigned values of net assets acquired would be recorded as goodwill. The amounts of revenue and earnings of the acquiree since the acquisition date are included in the consolidated statements of operations and comprehensive loss for the reporting period. GOODWILL Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations. Goodwill is not amortized and is not deductible for tax purposes. Under Topic 350, Intangibles—Goodwill and Other , the Company has an option to perform a “qualitative” assessment to determine whether quantitative impairment testing is necessary. If, as a result of a qualitative assessment, it is more-likely-than-not that the fair value of the business is less than carrying amount, quantitative impairment testing is required. Otherwise, no further testing is necessary. If the Company performs a qualitative assessment, the Company considers the following criteria: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, the Company assesses whether the most recent fair value determination resulted in an amount that significantly exceeded the carrying amount of the Company. Based on these assessments, the Company determines whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not. Because the qualitative assessment is an option, the Company may bypass it for any reporting unit in any period and begin the analysis using a quantitative impairment test. The Company may also elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when the Company does not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount. In analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value. Under the income approach, the Company calculates the fair value based on estimated future discounted cash flows. The assumptions used are based on what the Company believes a hypothetical marketplace participant would use in estimating fair value. Under the market approach, the Company estimates the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies. If the fair value exceeds carrying value, then no further testing is required. However, if the fair value were to be less than carrying value, the Company 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. No goodwill impairments have been identified and recognized during any of the periods presented. Since the acquisition of FrontRow Calypso LLC occurred December 31, 2021, the Company believes that the carrying amount does not exceed the fair value for the reporting unit. Goodwill arising from the FrontRow Calypso LLC acquisition was not included in the goodwill impairment testing for 2021 but will included in the impairment testing in 2022. INTANGIBLE ASSETS Intangible assets are amortized using the straight-line method over their estimated period of benefit and presented net of accumulated amortization. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. The Company measures the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows the Company expects the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, the Company periodically evaluates the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. ​ DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS 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). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a F-8 Table of Contents liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. 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. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income for the period. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, warrants, 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 be the fair value of long-term debt net of any debt discount and issuance cost. Warrants and contingent consideration for acquired businesses are recorded at fair value on a recurring basis. 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 tables set 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 December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Markets for Other Significant Carrying ​ ​ Identical ​ Observable ​ Unobservable ​ Value as of ​ ​ Assets ​ Inputs ​ Inputs ​ December 31, Description ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ 2021 Derivative liabilities - warrant instruments ​ $ — ​ $ — ​ $ 3,064 ​ $ 3,064 ​ ​ ​ ​ ​ ​ ​ ​ $ 3,064 ​ $ 3,064 ​ F-9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Markets for Other Significant Carrying ​ ​ Identical ​ Observable ​ Unobservable ​ Value as of ​ ​ Assets ​ Inputs ​ Inputs ​ 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 ​ The following tables reconcile opening and closing balances of contingent consideration for which fair value is based on level 3 inputs. ​ ​ ​ ​ ​ ​ Amount Balance, December 31, 2019 $ 387 Amount paid ​ ( 268 ) Balance, December 31, 2020 ​ 119 Amount paid ​ ( 119 ) Balance, December 31, 2021 ​ $ — ​ Note 10 describes the valuation techniques and inputs and reconciles opening and closing balances of the fair value of warrants, which are also based on level 3 inputs. NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and warrants to purchase common stock were considered to be common stock equivalents. Diluted net income (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. For the year ended December 31, 2021, approximately 8.7 million of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. The dilutive effect of convertible instruments is determined using the if-converted method, presuming share settlement. REVENUE RECOGNITION In accordance with Topic 606 Revenue from Contracts with Customers, 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, audio and communication equipment 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, audio and communication equipment and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance. Interactive devices are generally sold with hardware maintenance services with terms of approximately 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 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. F-10 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. 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 other software product sales, control is transferred when the customer receives the related access code or interactive hardware since the customer’s access code or 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. 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. 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. F-11 Table of Contents 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. 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 over their lives. 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 December 31, 2021 or 2020. During the years ended December 31, 2021 and 2020, the Company recognized $ 5.6 million and $ 2.0 million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2020 and December 31, 2019, respectively, as adjusted for Topic 606, at the beginning of the period. 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 “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering, or 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 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 December 31, 2021, and 2020, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 21.5 million and $ 16.1 million, respectively. The Company expects to recognize revenue on approximately 35 % of the remaining performance obligations in 2022 , 47 % in 2023 and 2024 , with the remainder recognized thereafter. F-12 Table of Contents 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 contract). 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 access codes 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 3 - 5 years from the contract execution date as measured based upon the passage of time. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ ​ 2021 ​ 2020 ​ ​ (in thousands) (in thousands) Product Revenues: ​ ​ ​ ​ Hardware ​ $ 171,780 ​ $ 48,461 Software ​ 4,102 ​ 2,450 Service Revenues: ​ ​ Professional Services ​ 1,419 ​ 1,300 Maintenance and Subscription Services ​ 7,876 ​ 2,680 ​ ​ $ 185,177 ​ $ 54,891 ​ 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 fulfil 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 were 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 have been recognized over a period that is one year or less, the Company 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 consolidated balance sheets. Total deferred commissions at December 31, 2021 and 2020 and the related amortization for 2021 were less than $ 241,000 . The Company has not historically incurred any material fulfilment costs that meet the criteria for capitalization. F-13 Table of Contents WARRANTY RESERVE For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on projectors and accessories, batteries and computers. This warranty coverage ranges from 2 - 5 years , and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated balance sheets, at the time the related product revenue is recognized. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consist primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. INCOME TAX An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. STOCK-BASED COMPENSATION The Company estimates the fair value of each stock-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized on a straight-line basis over the vesting period during which an employee is required to provide service in exchange for the award. Total expense is reduced by the fair value of the options that are forfeited prior to vesting when the forfeiture occurs. SUBSEQUENT EVENTS We reviewed all material events through the date of these consolidated financial statements were issued for subsequent event disclosure consideration as described in Note 17. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements We early adopted (as of January 1, 2021) 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 beneficial conversion feature is eliminated by this guidance, it will not be recorded for our Series B preferred stock. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ​ We early adopted (as of January 1, 2021) ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ”, (“ASU 2021-08”), which amends the guidance in ASC 805 to require that “an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, rather than at fair value”. At the acquisition date, an acquirer would account for the related revenue contracts in accordance with Topic 606 as if it had F-14 Table of Contents originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. We adopted ASU No. 2019-12, “Income Taxes” (ASU 740): “Simplifying the Accounting for Income Taxes”. The new guidance eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock ownership plans and affordable housing projects. The standard became effective for the Company on January 1, 2021 and did not have a material impact on the financial statements. The new guidance modifies the requirements for the timing of adoption of enacted change in tax law. Recent Accounting Pronouncements not yet Adopted In August 2021, The FASB issued ASU 2021-06, “ Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses ” to amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Among other changes, the final rule modifies the significance tests and improves the disclosure requirements for (1) acquired or to be acquired businesses, (2) real estate operations, and (3) pro forma financial information. In addition, the final rule includes amendments to financial disclosures specific to smaller reporting companies (SRCs). The Company is currently evaluating the impact that this standard update will have 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 in 2022. Earlier application is permitted. The Company is currently evaluating the impact of this new pronouncement on its financial statements and will adopt the new standard in 2022. 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 a Small 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 is currently evaluating the impact that this standard will have, if any, on its financial statements. There were various other accounting standards and interpretations issued recently, some of which may be applicable to the Company but none of which are expected to a have a material impact on our financial position, operations or cash flows. ​ NOTE 2 – RECENT BUSINESS ACQUISITIONS The acquisitions described below were accounted for as business combinations which require, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Deferred income taxes are recognized and measured in accordance with Topic 740 “ Accounting for Income Taxes ”. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired would be recorded as goodwill. F-15 Table of Contents FrontRow Calypso LLC. On December 31, 2021, the Company, and its wholly owned subsidiary, Boxlight, Inc, consummated the acquisition of 100 % of the membership interests of FrontRow Calypso LLC, a Delaware limited liability company (“FrontRow”). FrontRow was acquired in exchange for payment of $ 34.7 million to Phonic Ear Inc. and Calypso Systems LLC, the equity holders of FrontRow (the “Equityholders”). The acquisition occurred pursuant to the terms of a membership interest purchase agreement, dated October 29, 2021 (the “Purchase Agreement”), between the Company, Boxlight, FrontRow and the Equityholders, which Purchase Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 29, 2021. Based in Petaluma, California, FrontRow makes technology that improves communication in learning environments, including developing network-based solutions for intercom, paging, bells, mass notification, classroom sound, lesson sharing, AV control and management. FrontRow also has offices in Toronto, Copenhagen, Brisbane, Hamilton (UK) and Shenzhen. In order to finance the acquisition of FrontRow, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $ 68.5 million 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. 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 was provided with a subsequent delayed draw facility of up to $ 10 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw”). The assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engaged the assistance of an independent third-party valuation specialist to determine certain fair value measurements related to acquired assets. The excess consideration over the net fair values of the assets acquired and liabilities assumed was recognized as goodwill. The fair value or net realizable value of inventories at the date of acquisition was determined using a “top-down” approach based upon the estimated sales value, less a reasonable profit margin and less the estimated costs to dispose of the inventory, including selling costs and other disposal costs such as freight. Accordingly, the carrying amount of inventories at the acquisition date was increased to its estimated fair value based on these assumptions which will result in an increase in cost of revenues subsequent to the acquisition date in 2022. The fair value of accounts receivable acquired in connection with the acquisition approximated the contractual amount due from customers at that date. ​ The Company has early adopted ASU 2021-08, and therefore, the acquired contract liabilities of FrontRow have been recognized and measured in accordance with Topic 606. ​ F-16 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ (in thousands) Assets acquired: ​ Cash ​ $ 2,752 Accounts receivable ​ 3,381 Inventories ​ 10,240 Prepaid expenses ​ 883 Property and equipment ​ ​ 348 Total assets acquired ​ 17,604 ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ ( 1,501 ) Deferred revenue ​ ​ ( 1,225 ) Other liabilities ​ ​ ( 12 ) Total liabilities assumed ​ ( 2,738 ) ​ ​ ​ ​ Net tangible assets acquired ​ $ 14,866 ​ ​ ​ ​ Identifiable intangible assets: ​ ​ ​ Customer relationships ​ ​ 8,195 Trademarks ​ ​ 3,244 Technology ​ ​ 5,036 Non-compete ​ ​ 391 Total intangible assets subject to amortization ​ ​ 16,866 ​ ​ ​ ​ Goodwill ​ ​ 2,920 ​ ​ ​ ​ Total net assets acquired ​ $ 34,652 ​ ​ ​ ​ Consideration paid: ​ ​ ​ Cash ​ $ 34,652 ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed: ​ ​ ​ ​ ​ Estimated ​ ​ Weighted Average ​ ​ Life (years) Customer relationships 8 Trademarks 10 Technology ​ 8 Non-compete agreements ​ 3 ​ Goodwill is primarily attributable to synergies expected from the acquisition and the assembled workforce. The Company incurred a total of $ 500,700 in acquisition-related costs and expensed all such costs incurred during the period in which the service was received. Acquisition related costs are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The results of operations of FrontRow will be included in the Consolidated Statement of Operations and Comprehensive Loss beginning at the acquisition date. There was no impact to the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021 since the acquisition was consummated on December 31, 2021. ​ F-17 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ (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. As consideration for the purchase of Sahara, the Company transferred GBP 74.0 million (approximately USD $ 94.9 million) in 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 F-18 Table of Contents 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 12. 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. Determining the fair value of assets acquired and liabilities assumed, and the issued shares of Series B Preferred Stock and Series C Preferred Stock requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engaged the assistance of an independent third-party valuation specialist to determine certain fair value measurements related to acquired assets, and the Series B Preferred Stock, and the Series C Preferred Stock. 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 fair value or net realizable value of inventories at the date of acquisition was determined using a “top-down” approach based upon the estimated sales value, less a reasonable profit margin and less the estimated costs to dispose of the inventory, including selling costs and other disposal costs such as freight. Accordingly, the carrying amount of inventories at the acquisition date was increased to its estimated fair value based on these assumptions which resulted in an increase in cost of revenues subsequent to the acquisition date in 2020. F-19 Table of Contents 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: ​ ​ ​ ​ ​ ​ (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 ​ The following table presents the useful lives over which the acquired intangible assets will be amortized on a straight-line basis, which approximates the pattern by which the related economic benefits of the assets are consumed: ​ ​ ​ ​ ​ Estimated ​ ​ Weighted Average ​ ​ Life (years) Customer relationships 10 Trademarks 10 Technology 3 ​ Goodwill is primarily attributable to synergies expected from the acquisition and the assembled workforce. The Company incurred a total of $ 0.2 million in acquisition-related costs and expensed all such costs incurred during the period in which the service was received. Acquisition related costs are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The results of operations of Sahara since the acquisition are included in the Consolidated Statement of Operations and Comprehensive Loss for the twelve months ended December 31, 2021. F-20 Table of Contents Pro Forma Financials ​ The following unaudited pro forma information reflects our consolidated results of operations as if the acquisition of Sahara had taken place on January 1, 2019 and the acquisition of FrontRow 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2021 2020 ​ ​ ​ ​ (Unaudited) ​ ​ ​ (Unaudited) ​ ​ (in thousands) ​ (in thousands) ​ (in thousands) ​ (in thousands) ​ ​ As Reported ​ Pro Forma ​ As Reported ​ Pro Forma Revenues, net ​ $ 185,177 ​ $ 214,636 ​ $ 54,891 ​ $ 142,685 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable common shareholders ​ $ ( 14,704 ) ​ $ ( 12,868 ) ​ $ ( 16,490 ) ​ $ ( 20,742 ) ​ MyStemKits and STEM Education Holdings, Pty On April 17, 2020, the Company acquired the assets, and assumed certain liabilities of MyStemKits and STEM Education Holdings, Pty, an Australian corporation (“STEM”) which is the sole shareholder of MyStemKits, for consideration of $ 450,000 , after working capital adjustments of $ 150,000 . Consideration included $ 100,000 paid in cash at closing with the balance payable in the form of a $ 350,000 purchase note payable in four equal installments of $ 87,500 (the “Installment Payments”) on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Acknowledging the ongoing COVID-19 pandemic, on April 17, 2020, the Company and STEM entered into a letter agreement pursuant to which the parties agreed that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable was adjusted to $ 175,000 and was paid off in September of 2021. The following table summarizes the fair values of the net assets acquired and the fair value of consideration paid: ​ ​ ​ ​ ​ ​ (in thousands) Assets acquired: ​ ​ ​ Cash ​ $ 1 Inventories ​ 36 Total assets acquired ​ 37 Total liabilities assumed ​ ( 29 ) ​ ​ ​ ​ Net assets acquired ​ 8 ​ ​ ​ ​ Identifiable intangible assets: ​ Customer relationships ​ 42 Trademarks ​ 59 Technology ​ 12 Total identifiable intangible assets subject to amortization ​ 113 ​ ​ ​ ​ Goodwill ​ 154 ​ ​ ​ ​ Consideration paid: ​ Cash ​ $ 100 Note payable ​ 175 ​ ​ ​ ​ Total consideration paid ​ $ 275 ​ ​ F-21 Table of Contents NOTE 3 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Accounts receivable – trade ​ $ 31,053 ​ $ 21,768 Allowance for doubtful accounts ​ ( 405 ) ​ ( 473 ) Allowance for sales returns and volume rebates ​ ( 1,075 ) ​ ( 426 ) ​ ​ ​ ​ ​ ​ ​ Accounts receivable - trade, net of allowances ​ $ 29,573 ​ $ 20,869 ​ Writeoffs of accounts receivable in 2021 was $ 524,700 . The Company did not write off any accounts receivables in 2020. ​ NOTE 4 – INVENTORIES Inventories consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Finished goods ​ $ 51,346 ​ $ 20,997 Spare parts ​ 260 ​ 265 Reserve for inventory obsolescence ​ ​ ( 599 ) ​ ​ ( 349 ) Advanced shipping costs ​ 584 ​ - ​ ​ ​ ​ ​ ​ ​ Inventories, net ​ $ 51,591 ​ $ 20,913 ​ The Company wrote off inventories of $ 624,000 and $ 31,000 for the years ended December 31, 2021 and 2020, respectively. ​ NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Prepayments to vendors ​ $ 7,739 ​ $ 5,727 Prepaid licenses and other ​ 1,705 ​ 339 Unbilled revenue ​ — ​ 95 ​ ​ ​ ​ ​ ​ ​ Prepaid expenses and other current assets ​ $ 9,444 ​ $ 6,161 ​ ​ F-22 Table of Contents NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Building ​ $ 200 ​ $ 200 Building improvements ​ 14 ​ 9 Leasehold improvements ​ 176 ​ 172 Office equipment ​ 467 ​ 232 Software ​ ​ 88 ​ ​ — Other equipment ​ 335 ​ 81 Construction in process ​ ​ 85 ​ ​ — ​ ​ ​ ​ ​ ​ ​ Property and equipment, at cost ​ 1,365 ​ 694 Accumulated depreciation ​ ( 292 ) ​ ( 132 ) ​ ​ ​ ​ ​ ​ ​ Property and equipment, net of accumulated depreciation ​ $ 1,073 ​ $ 562 ​ For the years ended December 31, 2021 and 2020, the Company recorded depreciation expense of $ 156,000 and $ 45,000 , respectively. ​ NOTE 7 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful lives ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ Patents ​ 4 - 10 years ​ $ 182 ​ $ 182 Customer relationships ​ 8 - 15 years ​ 55,158 ​ 46,613 Technology ​ 3 to 5 years ​ 8,901 ​ 3,900 Domain ​ 7 years ​ 14 ​ 14 Non-compete ​ 8 - 15 years ​ ​ 391 ​ ​ — Tradenames ​ 2 - 10 years ​ 13,085 ​ 9,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets, at cost ​ ​ ​ ​ 77,731 ​ 60,391 Accumulated amortization ​ ​ ​ ​ ( 12,199 ) ​ ( 5,235 ) Intangible assets, net of accumulated amortization ​ ​ ​ $ 65,532 ​ $ 55,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill from acquisition of Mimio Indefinite ​ $ 45 ​ $ 45 Goodwill from acquisition of Sahara Indefinite ​ 17,990 ​ 17,990 Goodwill from acquisition of Interactive Concepts ​ Indefinite ​ ​ 375 ​ ​ — Goodwill from acquisition of FrontRow ​ Indefinite ​ ​ 2,920 ​ ​ — Goodwill from acquisition of STEM Indefinite ​ 29 ​ 29 Goodwill from acquisition of Boxlight Indefinite ​ 4,137 ​ 4,137 Goodwill from acquisition of EOS Indefinite ​ 78 ​ 78 Goodwill from acquisition of Qwizdom Indefinite ​ 463 ​ 463 ​ ​ ​ ​ $ 26,037 ​ $ 22,742 ​ For the years ended December 31, 2021 and 2020, the Company recorded amortization expense of $ 7.0 million and $ 2.5 million, respectively. ​ F-23 Table of Contents As of December 31, 2021, we had $ 26.0 million of goodwill, of which $ 8.0 million was allocated to a reporting unit with a negative carrying amount. ​ Expected future amortization expense for intangible assets as of December 31, 2021 is as follows: (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 $ 9,149 2023 ​ 8,726 2024 ​ 7,801 2025 ​ 7,616 2026 ​ 7,242 Thereafter ​ 24,998 ​ ​ ​ Total $ 65,532 ​ ​ NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payble consisted of the following at December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Accounts payable ​ $ 25,714 ​ $ 10,704 Accrued expense ​ ​ 6,440 ​ ​ 3,180 Other ​ ​ 1,484 ​ ​ 362 Accounts payable and other liabilities ​ $ 33,638 ​ $ 14,246 ​ ​ NOTE 9 – DEBT The following comprises debt on December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Debt – Third Parties ​ ​ Note payable – Lind Global ​ $ — ​ $ 21,085 Paycheck Protection Program ​ 1,009 ​ 1,008 Accounts receivable financing – Sallyport Commercial ​ — ​ 4,512 Note payable - Whitehawk ​ ​ 58,500 ​ ​ — Note payable – STEM Education Holdings ​ — ​ 175 Total debt ​ 59,509 ​ 26,780 Less: Discount and issuance cost ​ 7,568 ​ 2,132 Current portion of debt ​ 9,804 ​ 16,817 Long-term debt ​ $ 42,137 ​ $ 7,831 ​ ​ ​ ​ ​ ​ ​ Total debt (net of discount) ​ $ 51,941 ​ $ 24,648 ​ Debt - Third Parties: Whitehawk Finance LLC ​ In order to finance the acquisition of FrontRow, the Company and substantially all its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $ 68.5 million 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. Under the terms of the Credit Agreement, the Company received an initial term loan of $ 58.5 million on December 31, 2021 (the “Initial F-24 Table of Contents Loan”) and was provided with a subsequent delayed draw facility of up to $ 10 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw”). The Initial Loan and Delayed Draw are collectively referred to as the “Term Loans.” The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow, pay off all indebtedness owed to our existing lenders, Sallyport Commercial Finance, LLC and Lind Global Asset Management, LLC, pay related fees and transaction costs, and provide working capital. 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. The Term Loans will bear interest at the LIBOR rate plus 10.75 %; provided that after June 30, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25 , the interest rate would be reduced to LIBOR plus 10.25 %. Such terms are subject to the Company maintaining a borrowing base in terms compliant with the Credit Agreement. ​ On March 29, 2022, the Company received a Notice of Events of Default and Reservation of Rights (the “Notice”) from the Collateral Agent, alleging, among other things, defaults as a result of (i) failure to repay $ 8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result of the Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50 % until such time as the Events of Default are either waived or cured. Following the Company’s receipt of the Notice and pursuant to amendment to the Credit Agreement, dated 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 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms. The principal elements of the amendment included (a) an extension of time for the Loan Parties 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 of over advances to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties intend to obtain credit insurance on certain key customers whose principal offices are located in the European Union and Australia as their accounts owed to the Loan Parties were deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts. ​ In addition, the Lender and Collateral Agent agreed to (i) reduce, through June 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’ June 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 conjunction with the amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5 % for payments made on or before December 31, 2022, (ii) 4 % for payments made between January 1, 2023 and December 31, 2023, and (iii) 2 % for payments made between January 1, 2024 and December 31, 2025 a. Furthermore, the parties 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 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of ECF or casualty events. ​ In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 528,169 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 2,043,291 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 $ 2.00 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 $ 2.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount. 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 totaling approximately $ 1.7 million. ​ Lind Global Macro Fund, LP On February 4, 2020, the Company and Lind Global Macro Fund, LP (“LGMF”) entered into a securities purchase agreement pursuant to which the Company received $ 750,000 in exchange for the issuance to Lind of (1) an $ 825,000 convertible promissory note, payable at an 8 % interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $ 60,000 , calculated F-25 Table of Contents 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 $ 26,250 . The Note was to mature over 24 months , with repayment that commenced on August 4, 2020, after which time the Company made monthly payments of $ 45,833 plus interest by issuing shares of Class A common stock. The commitment fee in the amount of $ 26,025 was paid to LGMF, along with legal fees in the amount of $ 15,000 . The Company paid LGMF $ 60,000 for closing fees by issuing 44,557 shares of Class A common stock. During the year ended December 31, 2021, the Company paid principal of $ 1.1 million and interest of $ 32,000 by issuing a total of 671,000 shares Class A common stock with an aggregate value of $ 1.5 million to Lind Global and recognized a loss extinguishment of debt of approximately $ 430,000 . Lind Global Asset Management 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 $ 900,000 , 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 $ 400,000 . The Note was to mature 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 was paid monthly in either conversion shares. The commitment fee in the amount of $ 400,000 was paid to Lind Global, along with legal fees in the amount of $ 20,000 The Company paid Lind Global a total of $ 500,000 in closing fees consisting of commitment and legal 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. ​ In conjunction with our entry into the Lind Global SPA agreement and the issuance of the Convertible Note, on September 21, 2020, the Company and Lind Global Macro Fund, LP, an affiliate of Lind Global (“Lind”), entered into a third amended and restated security agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note therein. In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement for purposes of amending and restating the second amended and restated intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s assets, among other matters During the twelve months ended December 31, 2021, the Company repaid principal of $ 12.0 million and interest of $ 548,000 to Lind Global by issuing a total of 7.2 million shares Class A common stock with an aggregate value of $ 15.9 million to Lind Global and recognized a loss extinguishment of det of approximately $ 3.3 million. Further, on December 31, 2021, the Company paid the remaining principal balance of $ 8.0 million in connection with the execution of the Whitehawk Credit Agreement discussed above and recognized an additional loss on extinguishment of debt of $ 1.2 million. ​ Maxim Group ​ On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant to which Maxim, as representative of the underwriters, agreed to underwrite the public offering (the “Offering”) of up to 15,000,000 shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Common Stock”), at a public offering price of $ 2.00 per share, in addition to an overallotment option (the “Overallotment Option”) of 2,250,000 shares of Common Stock. The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares of the Company’s Common Stock, including the Overallotment Option, for gross proceeds of $ 34,500,000 . Maxim acted as sole book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners (“A.G.P.”) acted as financial advisor. As compensation for underwriting the Offering, the underwriters received an underwriting discount of 7 %, equaling approximately $ 2,415,000 , in addition to $ 60,000 in expenses. A.G.P.’s compensation was paid out of the underwriting discount. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (SEC File No. 333-239939) (the “Registration Statement”) and the related base prospectus included therein, as supplemented by the prospectus supplement dated July 28, F-26 Table of Contents 2020 (the “Preliminary Prospectus”) and the final prospectus supplement, filed July 29, 2020 (the “Final Prospectus” and collectively with the Preliminary Prospectus, the “Prospectus”) On June 8, 2020, the Company entered into an underwriting agreement (the “June Underwriting Agreement”) with Maxim pursuant to which Maxim agreed to underwrite the public offering (the “June Offering”) of 13,333,333 shares (the “Shares”) of the Company’s Class A common stock at a public offering price of $ 0.75 per share. National acted as co-manager of the June Offering. The June Offering closed on June 11, 2020, with the Company’s sale of the Shares for gross proceeds of $ 10,000,000 . In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A common stock at the public offering price less discounts and commissions (the “June Over-Allotment Option”). The June Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $ 1,500,000 , through the sale of an additional 1,999,667 shares of Class A common stock. Maxim acted as sole-bookrunner and National acted as co-manager for the Offering. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $ 11.5 million. As compensation for underwriting the Offering, Maxim and National together received an underwriting discount of 7 % of the Offering and the Over-Allotment Option and were reimbursed for up to $ 85,000 in underwriting expenses. The June Offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634) previously filed with and subsequently declared effective by the SEC. Everest Display, Inc . On June 22, 2020, the Company entered into an agreement with Everest Display, Inc., (“EDI”), and subsidiary, AMAGIC Holographics, Inc. (“AMAGIC”), pursuant to which $ 1,000,000 in accounts payable owed by the Company to EDI in exchange for the Company’s issuance of 869,565 shares of its Class A common stock, par value $ 0.0001 per share, to AMAGIC at a $ 1.15 per share purchase price. 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 of its Class A common stock to AMAGIC at a $ 2.50 per share purchase price. In each instance, 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. Accounts Receivable Financing – Sallyport Commercial Finance On August 15, 2017, our subsidiaries, Boxlight Inc., and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Sallyport agreed to purchase 85 % of the eligible accounts receivable with a right of recourse back to the Company if the receivables were not collectible. This agreement required a minimum monthly sales volume of $ 1,250,000 with a maximum facility limit of $ 6,000,000 . Advances against this agreement accrued interest at the rate of 4 % in excess of the highest prime rate publicly announced from time to time with a floor of 4.25 %. In addition, the Company was required to pay a daily audit fee of $ 950 per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets. This agreement was terminated and replaced with an asset-based lending agreement effective September 30, 2020. On September 30, 2020, Boxlight Inc., and EOS EDU LLC. entered into a 12-month term asset-based lending agreement with Sallyport. Sallyport agreed to purchase 90 % of the eligible accounts receivable of the Company with a right of recourse back to the Company if the receivables were not collectible. This agreement requires a minimum monthly sales volume of $ 1.25 million with a maximum facility limit of $ 8 million. Advances against this agreement accrued 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 was 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. 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. F-27 Table of Contents 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 pay a fee of $ 20,000 , representing one percent of the increased maximum facility limit amount. Other terms of the Agreement remained unchanged. ​ On August 23, 2021, the Company and Sallyport, as first lien creditor and LGMF and Lind Global, together as second lien creditors, entered into the fourth amended and restated intercreditor agreement (the “Fourth A&R Intercreditor Agreement”) for the sole purpose of increasing the permitted first lien cap thereunder from $ 6,000,000 million to $ 20,000,000 million. ​ On December 31, 2021, the Company obtained funds from its new credit areement with Whitehawk to pay off the remaining $ 8,400,000 owed to Sallyport. As a result of paying off the Sallyport lending agreement, the Company recorded a loss on extinguishment of debt of $ 812,000 . ​ Paycheck Protection Program Loan On May 22, 2020, the Company received loan proceeds of $ 1.09 million under the Federal 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 a designated eight-week period. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the eight-week period. During 2021 the Company applied for forgiveness in the amount of $ 835,500 . On March 2, 2022 we received a decision letter from our lender that our forgiveness application had been approved, leaving a remaining balance of $ 173,100 to be paid. The remaining balance is expected to be paid by the Company in May 2022. Debt - Related Parties: Note Payable - STEM Education Holdings, Pty As discussed in Note 2 “Recent Business Acquisitions,” purchase consideration for the acquisition of STEM included a note payable in the of $ 350,000 . The note was payable in four equal installments of $ 87,500 on July 31, 2020, October 31, 2020, January 31, 2021 and April 30, 2021. Parties acknowledged that potential adjustments may be made to the installment payments due on July 31, 2020 and October 31, 2020 in the event the actual gross revenue of MyStemKits is materially below budget. Accordingly, and as agreed between Boxlight and the STEM sellers the note payable was adjusted to $ 175,000 and was paid off in September 2021. Note Payable – Steve Barker On March 12, 2019, the Company purchased the MRI net assets for 200,000 shares of the Company’s Class A common stock and a $ 70,000 note payable. As of December 31, 2019, outstanding principal under this agreement was $ 18,000 . The note was paid in full on March 31, 2020. Long Term Note Payable- Qwizdom Shareholders On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, the previous 100 % shareholders of Qwizdom, in the amount of $ 656,000 bearing an 8 % interest rate. The note was issued as a part of the purchase price pursuant to a stock purchase agreement. The principal and accrued interest of the note is due and payable in 12 equal quarterly payments. The first quarterly payment was due September 2018 and subsequent quarterly payments are due through June 2021. This note was paid in full on May 3, 2021. Note Payable – James Mark Elliott On January 16, 2015, the Company issued a note to James Mark Elliott, the Company’s former Chief Commercial Officer and a current Director of the Company, in the amount of $ 50,000 . The note was paid in full on July 17, 2020. F-28 Table of Contents Line of Credit - Logical Choice Corporation-Delaware On May 21, 2014, the Company entered into a line of credit agreement (the “LCC Line of Credit”) with Logical Choice Corporation-Delaware (“LCC-Delaware”), the former sole member of Genesis. The LCC Line of Credit allowed the Company to borrow up to $ 500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10 % per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. The note was paid in full on June 26, 2020. Debt Maturity Principal repayments to be made during the next five years on the Company’s outstanding debt facilities at December 31, 2021 (excluding amounts forgiven in 2022 related to the PPP loan) are as follows: (in thousands): ​ ​ ​ ​ ​ ​ 2022 $ 11,173 2023 ​ 2,500 2024 ​ 2,500 2025 ​ 42,500 2026 ​ — Total $ 58,673 ​ ​ ​ NOTE 10 – DERIVATIVE LIABILITIES At December 31, 2021 and December 31, 2020, the Company had warrants that contain net cash settlement provisions or do not have fixed settlement provisions because their conversion and exercise prices may be lowered under certain conditions. The Company concluded that the warrants should be accounted for as derivative liabilities. The Company used a third party to determine the fair value of the derivative liabilities at December 31, 2021 and they used a Monte Carlo Simulation model to determine the fair value. In determining the fair value of the derivative liabilities on December 31, 2020, the Company used the Black-Scholes option pricing model. Key assumptions used are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Common stock issuable upon exercise of warrants ​ 2,043,291 ​ Market value of common stock on measurement date ​ $ 1.38 ​ Exercise price ​ $ 2.00 ​ Risk free interest rate (1) ​ 1.25 % Expected life in years ​ 5 years ​ Expected volatility (2) ​ 79.3 % Expected dividend yields (3) ​ - % ​ ​ ​ ​ ​ ​ ​ 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) ​ — % (1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility for 2020 was determined by calculating the volatility of the Company’s common stock. For 2021 the information was obtained from the third party model. (3) The Company does not expect to pay a dividend in the foreseeable future. F-29 Table of Contents The following table shows the change in the Company’s derivative liabilities for the years ended December 31, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ Amount Balance, December 31, 2019 ​ $ 147 Change in fair value of warrants ​ 216 Balance, December 31, 2020 ​ $ 363 ​ ​ ​ ​ ​ ​ Amount Balance, December 31, 2020 ​ $ 363 Exercise of warrants ​ ​ ( 348 ) Issuance of warrants ​ ​ 3,064 Change in fair value of warrants ​ ( 15 ) ​ ​ ​ ​ Balance, December 31, 2021 ​ $ 3,064 ​ The change in fair value of derivative liabilities includes losses from exercise price modifications. ​ NOTE 11 – INCOME TAX Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 United States ​ $ ( 18,130 ) ​ $ ( 12,269 ) Foreign ​ 6,032 ​ ( 4,683 ) Other Foreign Jurisdictions ​ 1,606 ​ ( 21 ) Total pretax book loss ​ $ ( 10,492 ) ​ $ ( 16,973 ) ​ The components of income tax (benefit) expense at December 31, 2021 and December 31, 2020, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Current: ​ ​ Federal ​ $ — ​ $ — State ​ 62 ​ — Foreign ​ 2,722 ​ 645 Total Current ​ $ 2,784 ​ $ 645 ​ ​ ​ ​ ​ ​ ​ Deferred: ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Foreign ​ 526 ​ ( 1,466 ) Total Deferred ​ $ 526 ​ $ ( 1,466 ) ​ ​ ​ ​ ​ ​ ​ Total ​ $ 3,310 ​ $ ( 821 ) ​ F-30 Table of Contents The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense (benefit) as reported is as follows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Income (Loss) before income taxes ​ ( 10,492 ) ​ ( 16,973 ) ​ ​ ​ ​ ​ ​ ​ Income tax benefit computed at the statutory rate ​ $ ( 2,203 ) ​ $ ( 3,565 ) State income taxes-net of federal tax benefit ​ ​ 49 ​ ​ — Foreign tax rate differential ​ ( 107 ) ​ 99 Loss on debt settlement ​ 788 ​ 650 Section 162(m) compensation ​ ​ 168 ​ ​ — FX Adjustment ​ ​ ( 265 ) ​ ​ — GILTI Inclusion ​ ​ 102 ​ ​ — Non-deductible expenses ​ ( 77 ) ​ 212 Prior period true ups – temporary differences ​ ( 35 ) ​ 525 Rate changes and differentials ​ 2,193 ​ 61 Change in valuation allowance ​ 2,697 ​ 1,197 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,310 ​ $ ( 821 ) ​ Tax effects of temporary differences at December 31, 2021 and December 31, 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: 2021 2020 Fixed assets ​ $ 13 ​ $ 62 Allowance for bad debts ​ 442 ​ 281 Inventory ​ 192 ​ 82 Accrued expenses ​ — ​ — Deferred revenue ​ 4,232 ​ 2,190 Stock compensation ​ 645 ​ 300 Others ​ — ​ 127 Interest Expense Limitation ​ 1,903 ​ 955 Net operating loss carry-forwards ​ 8,165 ​ 7,361 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets (liabilities) ​ $ 15,592 ​ $ 11,358 Valuation allowance ​ ( 11,294 ) ​ ( 7,959 ) Deferred tax assets, net ​ $ 4,298 ​ $ 3,399 ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: 2021 2020 Intangible assets ​ $ ( 11,452 ) ​ $ ( 10,759 ) Accrued expenses ​ ( 413 ) ​ ( 404 ) Prepaid expenses ​ ( 137 ) ​ ( 138 ) Others ​ ​ ( 745 ) ​ ​ — Deferred tax liabilities ​ $ ( 12,747 ) ​ $ ( 11,301 ) ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities, net ​ $ ( 8,449 ) ​ $ ( 7,902 ) ​ 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. The cumulative U.S. Federal net operating losses carryforward on tax basis income was approximately $ 29.9 million and $ 26.5 million at December 31, 2021 and 2020, respectively, of which $ 10.6 million will expire between 2029 and 2037 and $ 19.2 million will carryforward indefinitely. The cumulative U.S. state net operating losses carryforward was approximately $ 28.8 million and $ 23.0 million on December 31, 2021 and 2020, respectively. The cumulative foreign net operating losses carryforward was $ 2.6 million and $ 2.9 million on December 31, 2021 and 2020, respectively. F-31 Table of Contents The legacy Boxlight entities are in a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions, primarily driven by the aforementioned 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 carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize our U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. 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 long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at December 31, 2021 and 2020. The change in its valuation allowance during 2021 is approximately $ 2.7 million. The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis. This includes the deferred tax liability recorded during 2021 for the acquisition of Interactive Concepts. The Company does not 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. Therefore, the net deferred tax liability of $ 8.4 million at December 31, 2021 is entirely based on the Sahara acquired entities. The tax years from 2009 to 2021 remain open to examination in the U.S. federal jurisdiction. The tax years from 2020 to 2021 remain open to examination in the U.K. Statues of limitations vary in other immaterial jurisdictions. The Company has not identified any uncertain tax positions at this time. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted. The CARES Act includes provisions, among others, addressing the carryback of net operating losses for specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property. Additionally, the CARES Act provides for various payroll incentives, including Payroll Protection Program (“PPP”) loans, refundable employee retention tax credits, and the deferral of the employer-paid portion of social security payroll taxes. The Company received a $ 1.1 M loan under the PPP, of which over $ 0.8 M was forgiven in March 2022 under the requirements of the program. The remaining amount owed will be paid back in May 2022. No other provisions of the CARES Act had a material impact on the Company’s tax provision. On December 27, 2020, the Consolidated Appropriations Act of 2021 - including the COVID-related Tax Relief Act of 2020 - was enacted. It included a provision that any expenses paid using forgiven PPP loan proceeds would be fully deductible. This has been reflected in the Company’s tax provision. ​ NOTE 12 – EQUITY Preferred Shares The Company’s articles of incorporation, as amended on September 18, 2020, 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 as may be designated from time to 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 F-32 Table of Contents 398,406 shares of Class A common stock. On August 5, 2019, 82,028 of these preferred shares were converted into 130,721 shares of Class A common stock. Series B Preferred Stock and Series C Preferred Stock As stated in Note 2, 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 which was the closing price of BOXL’s Class A common stock on the Nasdaq stock market on September 25, 2020 (the “Conversion Price”) 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 sum of (a) Ten ($ 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. 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 repurchase 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. Such stockholders hold 96 % of the Series C preferred stock. Upon redemption, the Series C shares held by such stockholders 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. ​ Regarding these amendments, the Company applied the accounting guidance from ASC Subtopic 470-50, “Debt Modifications and Extinguishments” , 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 $ 367,000 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. Since we early adopted (as of January 1, 2021) ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which includes a key provision eliminating the beneficial conversion feature guidance in ASC Subtopic 470-20, “Debt with Conversion and Other Options”, we will not record the beneficial conversion feature. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ​ The Series B Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments. F-33 Table of Contents The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 12.4 million, which includes the redemption features as they have not been bifurcated from the host instrument. As disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $ 28.5 million is 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 with the control of the Company, the Company has classified the Series B Preferred Stock and Series C Preferred Stock in temporary equity on the Company’s consolidated balance sheet. Common Stock The Company’s common stock consists of 200,000,000 shares of Class A voting common stock and 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 shall automatically convert into shares of Class A common stock. As of December 31, 2021, and December 31, 2020, the Company had 63,821,901 and 53,343,518 shares of Class A common stock issued and outstanding , respectively. No Class B shares were outstanding at December 31, 2021 and December 31, 2020. Issuance of common stock Public Offering 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 $ 906,000 . 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. Debt Conversion During the year ended December 31, 2021, the Company issued 7.9 million shares of Class A common stock in lieu of $ 13.7 million in principal and interest payments due in relation to notes payable to Lind Global. These conversion transactions resulted in a $ 3.8 million loss on the settlement of debt obligations. During the year ended December 31, 2020, the Company issued 6.2 million shares of Class A common stock in lieu of $ 4.9 million in principal and interest payments due in relation to notes payable to Lind Global. In addition, the Company issued 310,000 shares of Class A common stock in lieu of payment of the closing fees of the convertible debt with an aggregate amount of to Lind Global. These conversion transactions resulted in a $ 3.1 million loss on the settlement of debt obligations. Accounts Payable and Other Liabilities Conversion During the year ended December 31, 2021, the Company issued 793,375 shares of Class A common stock with an aggregate value of $ 1.6 million to Everest Display, Inc. to convert $ 2 million in accounts payable owed, resulting in a gain of $ 356,700 from settlement of liabilities. During the year ended December 31, 2020, the Company entered into an agreement with a related party, Everest Display, Inc., to convert $ 3.0 million in accounts payable owed in exchange for 2.2 million shares of Class A common stock with an aggregate value of $ 1.3 million resulting in the Company recording a $ 1.7 million gain from settlement of liabilities. F-34 Table of Contents During the year ended December 31, 2020, the Company issued 7,111 shares of Class A common stock in lieu of payment for services with an aggregate amount of $ 8,000 . Compensation On March 20, 2021, the Company granted an aggregate of 875,245 shares of restricted common stock to Michael Pope, the Company’s 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. On March 31, 2020, the Company issued 186,484 shares of restricted Class A common shares to Michael Pope as part of his stock compensation as the Chief Executive Officer, with such shares vesting over a one-year period. Other 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 company issued 142,882 shares of Class A Common Stock, in conjunction with the purchase of Interactive. On April 17, 2020, the Company sold 142,857 shares of Class A Common Stock to Stemify Limited, an Australian entity (“Stemify”), at a $ 0.70 purchase price per share or a total of $ 100,000 , in conjunction with the Company’s closing on an asset purchase agreement with Stemify. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. Exercise of stock options There were 492,460 options to purchase common stock that were exercised during the twelve months ended December 31, 2021. There were 3,751 options to purchase common stock were exercised during the twelve months ended December 31, 2020. ​ NOTE 13 – STOCK COMPENSATION Grants made under the Equity Incentive Plans must be approved by the Company’s board of directors. 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 725,381 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 2021 Annual Shareholders Meeting held on June 25, 2021. ​ On April 15, 2020, the Company’s 2014 Equity Incentive Plan was amended, whereby the board of directors approved increasing the shares available for issuance under the 2014 Equity Incentive Plan by 3,700,000 shares. The Company obtained shareholder approval of the aforementioned action at the Company’s 2020 annual meeting of stockholders, which was held on September 4, 2020. The number of underlying shares available, under the 2014 Equity Incentive Plan, as amended, was 6,390,438 . Stock Options Under our Equity Incentive Plans, an employee may receive an award of stock grants 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 (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 F-35 Table of Contents 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. Following is a summary of the option activities during the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number of ​ Average ​ Contractual ​ ​ Units ​ Exercise Price ​ Term (in years) Outstanding, December 31, 2019 2,384,688 ​ $ 3.35 4.15 Granted 2,956,000 ​ $ 0.76 Exercised ( 3,751 ) ​ $ 0.70 Cancelled ( 486,153 ) ​ $ 3.58 Outstanding, December 31, 2020 4,850,784 ​ $ 1.76 3.51 Granted — ​ ​ — ​ Exercised ( 492,460 ) ​ $ 0.84 ​ Cancelled ( 304,208 ) ​ ​ 1.01 ​ Outstanding, December 31, 2021 4,054,116 ​ $ 1.92 2.29 Exercisable, December 31, 2021 2,836,366 ​ $ 2.36 1.85 ​ 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 December 31, 2021, and 2020, the options had an intrinsic value of approximately $ 1.9 million and $ 2.7 million, respectively. There were no issuances of stock options in 2021. The issuances in 2020 are as follows: On January 2, 2020, the Company granted 100,000 stock options each, for a total of 300,000 options to purchase common stock, to its President, Chairman and Chief Executive Officer, its Chief Commercial Officer and its Chief Operating Officer; such options have an exercise price of $ 1.15 per share, and vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $ 264,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On January 13, 2020, the Company granted 50,000 stock options to Mark Elliott as part of his new employment agreement as the Company’s Chief Commercial Officer with an exercise price of $ 1.20 per share, which options vest monthly over one-year period. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $ 67,000 on the grant date that was calculated using the Black-Scholes option-pricing model. On April 15, 2020, the Company granted an aggregate of 2,550,000 stock options in total to its employees with an exercise price of $ 0.70 per share vesting monthly over four years . The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $ 1.5 million on the grant date. On April 20, 2020, the Company granted an aggregate of 20,000 stock options in total to a new employee with an exercise price of $ 0.67 per share vesting quarterly over four years . The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $ 11,000 on the grant date. On September 17, 2020, the Company granted an aggregate of 16,000 stock options in total to an employee with an exercise price of $ 1.46 per share vesting annually over four years . The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $ 20,000 on the grant date. On November 23, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $ 1.45 per share vesting annually over four years . The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $ 13,000 on the grant date. F-36 Table of Contents On December 11, 2020, the Company granted an aggregate of 10,000 stock options in total to an employee with an exercise price of $ 1.95 per share vesting annually over four years . The expiration date of these options is ten years from the grant date. These options had an aggregated fair value of approximately $ 14,000 on the grant date. Variables used in the Black-Scholes option-pricing model for options granted during the twelve months ended December 31, 2020 include: (1) discount rate of 0.23 % – 1.61 %, (2) expected life, using simplified method, of 3 - 4 years , (3) expected volatility of 136 - 148 %, and (4) zero expected dividends. Restricted Stock Units Under our Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”) to certain employees, contractors and non-employee directors. Upon granting the RSUs, the Company records 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 years ended December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date Fair ​ ​ Number of Units ​ Value Outstanding, December 31, 2020 2,721,347 ​ $ 1.62 Granted 1,019,583 ​ ​ 2.81 Vested ​ ( 1,498,492 ) ​ ​ 2.18 Forfeited ( 268,491 ) ​ 1.66 Outstanding, December 31, 2021 1,973,947 ​ $ 1.81 ​ 2021 Grants ​ 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 $ 374,000 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, the Company’s 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. ​ 2020 Grants ​ On March 20, 2020, the Company granted an aggregate of 186,484 shares of restricted common stock to Michael Pope, CEO pursuant to his employment agreement. These shares vest ratably over one year and had an aggregated fair value of approximately $ 76,000 on the grant date. On June 30, 2020, the Company granted an aggregate of 108,696 RSUs to new board members. These RSUs vest over one year and had an aggregated fair value of approximately $ 100,000 on the grant date. On September 18, 2020, the Company granted an aggregate of 34,483 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $ 50,000 on the grant date. On September 25, 2020, the Company granted an aggregate of 2,725,400 RSUs to its new employees retained in relation to the Sahara acquisition. These RSUs vest over four years and had an aggregated fair value of approximately $ 4.5 million on the grant date. F-37 Table of Contents On October 1, 2020, the Company granted an aggregate of 20,000 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $ 37,000 on the grant date. On October 19, 2020, the Company granted an aggregate of 18,634 RSUs to a new employee. These RSUs vest over four years and had an aggregated fair value of approximately $ 30,000 on the grant date. Warrants Following is a summary of the warrant activities during the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number of ​ Average ​ Contractual ​ ​ Units ​ Exercise Price ​ Term (in years) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2019 350,000 ​ $ 2.20 2.11 Granted 20,000 ​ $ 0.70 — Cancelled ( 5,000 ) ​ $ 4.76 — Outstanding, December 31, 2020 365,000 ​ $ 1.44 1.27 Granted 2,043,291 ​ ​ 2.00 5.00 Exercised ( 295,000 ) ​ ​ 0.45 0.28 Outstanding, December 31, 2021 2,113,291 ​ $ 2.00 4.88 Exercisable, December 31, 2021 58,750 ​ $ 6.66 1.05 ​ 2021 Warrants On December 31, 2021, the Company granted Whitehawk, Inc., 2,043,291 warrants, in conjunction with the issuance of a loan credit facility to the Company. The warrants had an exercise price of $ 2.00 per share and include a provision that allows for the exercise price to be adjusted based on the Company’s stock price as of March 31, 2022. The expiration period for these warrants is five years from the issuance date. The warrants had an aggregated fair market value of approximately $ 3.1 million on the grant date. 2020 Warrants On April 20, 2020, the Company granted 20,000 warrants to Ryan Legudi, the managing director of Stemify, as part of his compensation with an exercise price of $ 0.70 per share, which warrants vest quarterly over four-year period. The expiration of these warrants is five years from the grant date. The warrants had an aggregated fair market value of approximately $ 11,000 on the grant date. Stock compensation expense For the year ended December 31, 2021 and 2020, the Company recorded the following stock compensation in general and administrative expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Stock options ​ $ 660 ​ $ 1,205 Restricted stock units ​ 3,399 ​ 421 Warrants ​ 1 ​ 2 Total stock compensation expense ​ $ 4,060 ​ $ 1,628 ​ As of December 31, 2021, there was approximately $ 4.3 million of unrecognized compensation expense related to unvested options, RSU’s, 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 2022. ​ F-38 Table of Contents NOTE 14 – OTHER 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 CEO and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement. The Management Agreement is effective as of the first day of the same month that Mr. Pope’s employment with the Company terminates, and for a term of 13 months , Mr. Pope will 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 will 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. Sales and Purchases – EDI Everest Display Inc., an affiliate of the one of the Company’s shareholders, Amagic Holographics, Inc., a subsidiary of K Laser Technology Inc. (“K Laser”), is a supplier of products to the Company. For the years ended December 31, 2021 and 2020, the Company had purchases of $ 26,000 and $ 339,000 respectively, from EDI. For the years ended December 31, 2021 and 2020, the Company had sales of $ 0 and $ 36,000 , respectively, to EDI. As of December 31, 2021, and 2020, the Company had accounts payable to EDI of approximately of $ 65,000 and $ 2.0 million respectively, to EDI. ​ NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases four office spaces under non-cancelable lease agreements. The leases provide that the Company pay only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2021 are as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount (in thousands) 2022 ​ $ 1,297 2023 ​ 1,241 2024 ​ 388 2025 ​ ​ 275 Minimum Lease Payments ​ $ 3,201 ​ On January 19, 2022, the Company signed a lease agreement for 64 months for approximately 12,000 feet of space for its new corporate headquarters in Duluth, Georgia. The Company will occupy the building on approximately May 15, 2022. The lease will replace the space previously rented by the Company for its headquarters in Lawrenceville, Georgia. ​ On February 4, 2022, the Company signed a lease agreement for 60 months for 24,000 feet of warehouse space in Lawrenceville, Georgia to begin March 1, 2022. The lease will replace the space previously rented by the Company. ​ If the annual amounts for these leases were added to the table above, the minimum lease payments would increase by approximately $ 2.7 million. ​ Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. At December 31, 2021 the total amount of such open inventory purchase orders was $ 52.2 million. ​ F-39 Table of Contents NOTE 16 – CUSTOMER AND SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company’s revenues were concentrated with a few customers for the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ ​ ​ ​ Total revenues from the ​ Accounts ​ ​ from the customer ​ Accounts ​ customer ​ receivable from ​ ​ as a percentage of ​ receivable from ​ as a percentage ​ the customer as ​ ​ total revenues ​ this customer as of ​ of total revenues ​ of ​ ​ for the year ended ​ December 31, ​ for the year ​ December 31, ​ ​ December 31, ​ 2021 (in ​ ended December ​ 2020 (in Customer ​ 2021 ​ thousands) ​ 31, 2020 ​ thousands) 1 11 % $ 3,245 13 % $ 3,536 2 4 % $ 1,223 9 % $ 2,598 ​ The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. The Company’s purchases were concentrated among a few vendors for the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total purchases ​ ​ Total purchases ​ ​ ​ ​ from the vendor ​ Accounts payable ​ from the vendor ​ Accounts payable ​ ​ as a percentage of ​ (prepayment) to ​ as a percentage ​ (prepayment) to ​ ​ total cost of ​ the ​ of total cost of ​ the ​ ​ sales for ​ vendor as of ​ revenues for ​ vendor as of ​ ​ the year ended ​ December 31, ​ the year ended ​ December 31, ​ ​ December 31, ​ 2021 ​ December 31, ​ 2020 Vendor ​ 2021 ​ (in thousands) ​ 2020 ​ (in thousands) 1 16 % $ ( 1,185 ) 35 % $ 5,749 2 11 % $ 15,330 13 % 2,013 3 4 % $ ( 805 ) 11 % ( 22 ) ​ The Company believes there are numerous other suppliers that could be substituted should for the above suppliers become unavailable or non-competitive. ​ NOTE 17 – SUBSEQUENT EVENTS ​ On January 19, 2022, the Company signed a lease agreement for 64 months for approximately 12,000 feet of space for its new corporate headquarters in Duluth, Georgia. The Company will occupy the building on approximately May 15, 2022 and will pay rent of approximately $ 23,000 per month. The lease will replace the space previously rented by the Company for its headquarters in Lawrenceville, Georgia. On February 24, 2022 the Company signed a lease for new warehouse space in Lawrenceville, GA, which it will occupy sometime in March of 2022. On February 4, 2022, the Company signed a lease agreement for 60 months for 24,000 feet of warehouse space in Lawrenceville, Georgia to begin March 1, 2022, for approximately $ 13,000 per month. The lease will replace the space previously rented by the Company. ​ On February 24, 2022, following approval by the Company’s board of directors, the Company’s senior management issued a total of 1,771,950 RSU’s under the terms of Amendment No. 2 to the Boxlight Corporation 2014 Stock Incentive Plan, as long-term incentive awards to its employees in the U.S. and Europe. The aggregate fair value of the shares was $ 2.1 million. ​ On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement (”the Agreement”) with Michael Pope, our Chairman and Chief Executive Officer, extending Mr. Pope’s term of employment with the Company. Under the terms of the Agreement, Mr. Pope will receive based compensation of $ 400,000 per year, eligibility for an annual performance bonus of between $ 350,000 to $ 525,000 depending on the achievement of certain performance goals established by the board of directors, F-40 Table of Contents along with a grant of 163,637 RSU’s, valued at approximately $ 180,000 , and $ 420,000 in the form of options to purchase Class A Common Stock, both of which are valued using the Black-Scholes Model with the Company’s customary inputs. Mr. Pope will also continue to be eligible to participate in customary fringe benefit plans and programs, as may be generally available to senior executives of the Company from time to time. The Agreement continues through December 31, 2024 and may be renewed or extended by mutual agreement of the Company and Mr. Pope. The Agreement supersedes in its entirety the terms of the prior employment agreements between Mr. Pope and the Company dated November 30, 2017 and March 20, 2020. ​ In February 2022, as a result of the Russia-Ukraine conflict, economic sanctions were imposed on Russian individuals and entities, including financial institutions, by countries around the world, including the U.S. and the European Union. The conflict may weaken the global post-pandemic recovery. The increase in cost of revenues from supply-chain bottlenecks and global freight and shipping cost, initially arising from the effects of the COVID-19 pandemic, may be exacerbated by the wider effect of the war in Ukraine and increasing inflationary pressures ​ On March 8, 2022, the Small Business Administration (“SBA”) informed us by letter that a large part of our Payroll Protection Plan loan had been forgiven. Out of the total loan of $ 1,008,575 , the SBA forgave $ 835,460 . We will pay off the remaining amount in 2022. ​ On March 29, 2022, the Company received a Notice of Events of Default and Reservation of Rights (the “Notice”) from the Collateral Agent. The Notice alleged, among other things, defaults as a result of (i) failure to repay $ 8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents. As a result of the Notice, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50 % until such time as the Events of Default are either waived or cured. Following the Company’s receipt of the Notice and pursuant to amendment to the Credit Agreement, dated 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 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms. ​ On March 31, 2022, 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 Whitehawk Warrant was reduced from $ 2.00 to $ 1.19 per share. On April 4, 2022, the Company, the Lender and the Collateral Agent amended the Credit Agreement. The principal elements of the amendment included (a) an extension of time for the Loan Parties 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 of over advances to grant the Loan Parties until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Loan Parties intend to obtain credit insurance on certain key customers whose principal offices are located in the European Union and Australia as their accounts owed to the Loan Parties were deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts. In addition, the Lender and Collateral Agent agreed to (i) reduce, through June 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’ June 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. ​ ​ ​ ​ ​ F-41 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​