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, 202 3 and 20 2 2 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 202 3 and 202 2 F- 4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 202 3 and 202 2 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 202 3 and 202 2 F- 6 Notes to Consolidated Financial Statements F- 7 47 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders, Board of Directors, and Audit Committee 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, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and financial statement schedule II (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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 audit 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 include 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. F-1 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Critical Audit Matter – Goodwill Impairment Assessment As described in Note 1, 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 discounted estimated future cash flows. Under the market approach, the Company estimates the fair value based on the market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies. We identified the quantitative impairment test of goodwill as a critical audit matter. The principal considerations for that determination included the judgment involved in assessing management’s impairment test of goodwill due to the measurement uncertainty involved in determining the fair value of equity for the reporting units. In particular, the fair value estimates are sensitive to changes in assumptions such as discount rates, expected future cash flows, long-term growth rates, and comparable company earnings multiples. The primary procedures we performed to address this critical audit matter included: • We obtained an understanding of management’s process for assessing goodwill impairment and performing the qualitative goodwill impairment test, including management’s process for developing assumptions used in the income and market approaches to estimate the fair value of reporting units. • We evaluated management’s revenue growth rates, margins, and cash flows to current industry and economic trends, while also considering the current and future business, customer base, and product mix. • We assessed management’s process for estimating revenue growth and margins by comparing past projections to actual performance. • With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the models, valuation methodology, and significant assumptions used in the income and market approaches to estimate the fair values. • We tested management’s reconciliation of the fair value of equity of the reporting units to the market capitalization of the Company. /s/ FORVIS, LLP We have served as the Company’s auditor since 2018. Atlanta, Georgia March 14, 2024 F-2 Table of Contents Boxlight Corporation Consolidated Balance Sheets As of December 31, 2023 and 2022 (in thousands except share and per share amounts) December 31, 2023 December 31, 2022 (as adjusted)* ASSETS Current assets: Cash and cash equivalents $ 17,253 $ 14,591 Accounts receivable – trade, net of allowances 29,523 31,009 Inventories, net of reserves 44,131 58,211 Prepaid expenses and other current assets 9,471 7,433 Total current assets 100,378 111,244 Property and equipment, net of accumulated depreciation 2,477 1,733 Operating lease right of use asset 8,846 4,350 Intangible assets, net of accumulated amortization 45,964 52,579 Goodwill — 25,092 Other assets 906 397 Total assets $ 158,571 $ 195,395 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 32,899 $ 36,566 Short-term debt 1,037 845 Operating lease liabilities, current 1,827 1,898 Deferred revenues, current 8,698 8,308 Derivative liabilities 205 472 Other short-term liabilities 1,566 386 Total current liabilities 46,232 48,475 Deferred revenues, non-current 16,347 15,603 Long-term debt 39,134 43,778 Deferred tax liabilities, net 4,316 4,680 Operating lease liabilities, non-current 7,282 2,457 Total liabilities 113,311 114,993 Commitments and contingencies (Note 15) Mezzanine equity: Preferred Series B, 1,586,620 shares issued and outstanding 16,146 16,146 Preferred Series C, 1,320,850 shares issued and outstanding 12,363 12,363 Total mezzanine equity 28,509 28,509 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, 18,750,000 shares authorized; 9,704,496 and 9,339,587 Class A shares issued and outstanding at December 31, 2023 and 2022, respectively 1 1 Additional paid-in capital 119,724 117,849 Accumulated deficit ( 104,275 ) ( 65,043 ) Accumulated other comprehensive income (loss) 1,301 ( 914 ) Total stockholders’ equity 16,751 51,893 Total liabilities and stockholders’ equity $ 158,571 $ 195,395 See Accompanying Notes to Financial Statements. F-3 Table of Contents Boxlight Corporation Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2023 and 2022 (in thousands, except per share amounts) 2023 2022 Revenues, net $ 176,721 $ 221,781 Cost of revenues 113,419 156,913 Gross profit 63,302 64,868 Operating expense: General and administrative expenses 61,252 59,337 Research and development 3,155 2,482 Impairment of goodwill 25,195 — Total operating expense 89,602 61,819 (Loss) income from operations ( 26,300 ) 3,049 Other income (expense): Interest expense, net ( 10,840 ) ( 9,923 ) Other expense, net ( 417 ) ( 267 ) Gain on settlement of liabilities, net — 856 Change in fair value of derivative liabilities 267 2,591 Total other expense ( 10,990 ) ( 6,743 ) Loss before income taxes ( 37,290 ) ( 3,694 ) Income tax expense ( 1,866 ) ( 49 ) Net loss ( 39,156 ) ( 3,743 ) Fixed dividends - Series B Preferred ( 1,269 ) ( 1,269 ) Net loss attributable to common stockholders $ ( 40,425 ) $ ( 5,012 ) Comprehensive loss: Net loss ( 39,156 ) ( 3,743 ) Other comprehensive loss: Foreign currency translation adjustment 2,215 ( 4,642 ) Total comprehensive loss $ ( 36,941 ) $ ( 8,385 ) Net loss per common share – basic and diluted - as adjusted $ ( 4.28 ) $ ( 0.58 ) Weighted average number of common shares outstanding – basic and diluted - as adjusted 9,455 8,644 See Accompanying Notes to Financial Statements. F-4 Table of Contents Boxlight Corporation Consolidated Statements of Changes in Stockholders’ Equity For the Year Ended December 31, 2023 (in thousands except share amounts) Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, December 31, 2022 167,972 $ — 9,339,587 $ 1 $ 117,849 $ ( 914 ) $ ( 65,043 ) $ 51,893 Cumulative effect of change in accounting principle, net of tax — — — — — — ( 76 ) ( 76 ) Balance, December 31, 2022 - as adjusted 167,972 — 9,339,587 1 117,849 ( 914 ) ( 65,119 ) 51,817 Shares issued for: Stock options exercised — — 12,500 — 13 — — 13 Vesting of restricted stock units — — 318,995 — — — — — Reverse stock split fractional adjustment — — 33,414 — — — — — Stock compensation — — — — 3,131 — — 3,131 Foreign currency translation — — — — — 2,215 — 2,215 Fixed dividends for preferred shareholders — — — — ( 1,269 ) — — ( 1,269 ) Net loss — — — — — — ( 39,156 ) ( 39,156 ) Balance, December 31, 2023 167,972 $ — 9,704,496 $ 1 $ 119,724 $ 1,301 $ ( 104,275 ) $ 16,751 See Accompanying Notes to Financial Statements. Boxlight Corporation Consolidated Statements of Changes in Stockholders’ Equity For the Year Ended December 31, 2022 (in thousands except share amounts) - as adjusted Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, December 31, 2021 167,972 $ — 7,977,738 $ — $ 110,873 $ 3,728 $ ( 61,300 ) $ 53,301 Shares issued for: Stock options exercised — — 37,105 — 81 — — 81 Acquisition — — 28,846 — 150 — — 150 Debt issuance costs — — 66,021 — — — — — Vesting of restricted stock units — — 310,759 — — — — — Securities purchase agreement — — 875,000 1 2,352 — — 2,353 Warrant redemption, net — — 44,118 — — — — — Issuance of warrants and prefunded warrants — — — — 2,349 — — 2,349 Stock compensation — — — — 3,313 — — 3,313 Foreign currency translation — — — — — ( 4,642 ) — ( 4,642 ) Fixed dividends for preferred shareholders — — — — ( 1,269 ) — — ( 1,269 ) Net loss — — — — — — ( 3,743 ) ( 3,743 ) Balance, December 31, 2022 167,972 $ — 9,339,587 $ 1 $ 117,849 $ ( 914 ) $ ( 65,043 ) $ 51,893 See Accompanying Notes to Financial Statements. F-5 Table of Contents Boxlight Corporation Consolidated Statements of Cash Flows For the Years Ended December 31, 2023 and 2022 (in thousands) 2023 2022 Cash flows from operating activities: Net loss $ ( 39,156 ) $ ( 3,743 ) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of debt discount and issuance cost 2,303 2,158 Bad debt expense 9 266 Gain on settlement of liabilities — ( 856 ) Changes in deferred tax assets and liabilities ( 347 ) ( 3,776 ) Change in allowance for sales returns and volume rebate 1,356 316 Change in inventory reserve 2,131 ( 68 ) Change in fair value of derivative liability ( 267 ) ( 2,591 ) Stock compensation expense 3,131 3,313 Depreciation and amortization 8,859 9,129 Impairment of goodwill 25,195 — Change in right of use assets and lease liabilities 249 8 Changes in operating assets and liabilities: Accounts receivable – trade 781 ( 3,800 ) Inventories 13,105 ( 10,272 ) Prepaid expenses and other current assets ( 1,874 ) 1,602 Other assets ( 498 ) ( 161 ) Accounts payable and accrued expenses ( 4,822 ) 5,756 Other short-term liabilities 1,136 256 Deferred revenues 290 3,965 Other liabilities — ( 312 ) Net cash provided by operating activities $ 11,581 $ 1,190 Cash flows from investing activities: Asset acquisition — ( 100 ) Purchases of furniture and fixtures, net ( 1,321 ) ( 1,106 ) Net cash used in investing activities $ ( 1,321 ) $ ( 1,206 ) Cash flows from financing activities: Net proceeds from issuance of common stock and warrants, net of issuance costs — 4,700 Proceeds from issuances of short-term debt 3,000 — Proceeds from exercise of options and warrants 13 — Principal payments on long-term debt ( 6,755 ) ( 11,141 ) Proceeds from long term debt — 2,500 Principal payments on short-term debt ( 3,000 ) — Payments of fixed dividends to Series B Preferred stockholders ( 1,269 ) ( 1,269 ) Proceeds from issuance of common stock — 84 Net cash used in financing activities $ ( 8,011 ) $ ( 5,126 ) Effect of foreign currency exchange rates 413 1,795 Net increase (decrease) in cash and cash equivalents 2,662 ( 3,347 ) Cash and cash equivalents, beginning of the period 14,591 17,938 Cash and cash equivalents, end of the period $ 17,253 $ 14,591 Supplemental cash flow disclosures: Cash paid for income taxes $ 2,691 $ 1,615 Cash paid for interest $ 8,290 $ 8,342 Non-cash investing and financing transactions: Addition of operating lease liabilities $ 5,865 $ — Shares issued for asset acquisition $ — $ 150 See Accompanying Notes to Financial Statements. F-6 Table of Contents Notes to Consolidated Financial Statements Boxlight Corporation 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 predominantly to the education market. 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 reserves for inventory obsolescence; the recoverability of deferred tax assets; the fair value of warrants; the fair value and recoverability of intangible assets and goodwill; the fair value of stock compensation; the relative stand-alone selling prices of goods and services; and variable consideration. REVERSE STOCK SPLIT AND RECLASSIFICATIONS On June 14, 2023, the Company effected a reverse stock split of the Company’s Class A common stock whereby each eight shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock. The par value of the common stock was not adjusted. Following the reverse split, the authorized shares for Class A common stock was adjusted to 18,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares. All Class A common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional paid-in capital on the consolidated balance sheets of approximately $ 6 thousand. The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation arrangements, and the conversion features on preferred shares. All of the agreements included existing conversion language in the event of a stock split and thus did not result in modification accounting or additional incremental expense as a result of this transaction. The Company issued 33,414 shares of Class A common stock to adjust fractional shares following the reverse stock split to the nearest whole share. There are presently no shares of Class B common stock outstanding and none were outstanding as of December 31, 2023 and 2022. GOING CONCERN The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. At September 30, 2023 the Company was not in compliance with its Senior Leverage Ratio financial covenant under the credit agreement, originally dated December 31, 2021, as amended (the "Credit Agreement"), between the Company, its direct and indirect subsidiaries, and Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent. The Company's non-compliance with the Credit Agreement was cured by the Company paying F-7 Table of Contents $ 4.3 million, inclusive of $ 0.3 million in prepayment penalties and accrued interest, in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023. At December 31, 2023, the Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement. The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreases to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and at 1.75 thereafter. On March 14, 2024 the Company entered into a fifth agreement (the 'Fifth Amendment') with the Collateral Agent and Lender which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Amended agreement, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 . Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next twelve months, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued. In view of this matter, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working relationship with our current lender. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company. To the extent not converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($ 10.00 ) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. COMPREHENSIVE LOSS Comprehensive income (loss) reflects the change in equity during the year except those resulting from investments by and distributions to stockholders and is comprised of all components of net 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 currencies other than the functional currency. F-8 Table of Contents Gains and losses on those foreign currency transactions are included in determining net 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 EXPECTED CREDIT LOSS Accounts receivable are stated at contractual amounts, net of an allowance for expected credit losses. The allowance for credit losses represents management’s estimate of the amounts that ultimately will not be realized in cash. The Company reviews the adequacy of the allowance for credit losses on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. Estimated credit losses consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets. 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. There was no impairment recognized for 2023 and 2022. 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. Most 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 F-9 Table of Contents 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. As of June 30, 2023, we determined that a triggering event had occurred as a result of our market capitalization that suggested one or more of the reporting units may have fallen below the carrying amounts. In addition, changes in our reporting segments resulted in a change in the composition of our reporting units. As a result of these changes, we determined the Company had two reporting units for purposes of testing based upon entities that comprise the Americas and EMEA reporting segments. For purposes of impairment testing, we allocated goodwill to the reporting units based upon a relative fair value allocation approach and assigned approximately $ 22.4 million and $ 2.8 million of goodwill to the Americas and EMEA reporting units, respectively. As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified. Based on the results of our interim test as of June 30, 2023, we concluded that the estimated fair value of each reporting unit exceeded the respective carrying value and, as such, we concluded that the goodwill assigned to each reporting unit, as of June 30, 2023, was not impaired. As of September 30, 2023, due to further declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred. As of September 30, 2023, the Company performed an interim goodwill impairment test as a result of the triggering event identified. Certain estimates and assumptions, including the Company’s operating forecast for 2023 and future periods, were revised based on current industry and Company trends. As of September 30, 2023, the Company recorded goodwill impairment charges of $ 10.4 million and $ 2.8 million to the Americas and EMEA reporting units, respectively. As of December 31, 2023, the Company performed goodwill impairment testing as a result of another triggering event identified. Based upon that testing, the Company determined the remaining goodwill was fully impaired and the Company recognized goodwill impairment charges for the year ended December 31, 2023 of $ 22.4 million and $ 2.8 million in the Americas and EMEA reporting units, respectively. 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 F-10 Table of Contents long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. During the year ended December 31, 2023, the Company performed impairment testing for intangibles assets for the quarters ended September 30, 2023 and December 31, 2023 as a result of triggering events identified, including the impairment of goodwill balances. The Company has no t recognized impairment on intangible assets as of December 31, 2023. 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 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 loss for the period. See Note 10 “Derivative Liabilities” for more information. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivable and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. The Company has determined that the estimated fair value of debt is approximately $ 44.4 million when the carrying value, excluding discounts, premiums and issuance costs, of approximately $ 43.2 million. The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and represents a Level 2 measurement. Derivative liabilities 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. F-11 Table of Contents There were no transfers into or out of Level 3 measurements in 2023 and 2022. 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, 2023 and 2022 (in thousands): Description Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of December 31, 2023 Derivative liabilities - warrant instruments — — 205 $ 205 Description Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of December 31, 2022 Derivative liabilities - warrant instruments $ — $ — $ 472 $ 472 See Note 10 for discussion of the valuation techniques and inputs and reconciliation of the opening and closing balances of the fair value of warrants. NET LOSS PER COMMON SHARE Basic loss per common share is computed by dividing net 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 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. The dilutive effect of convertible instruments is determined using the if-converted method, presuming share settlement. Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented. 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, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 million shares from options to purchase common shares, 0.4 million of unvested restricted shares, and 1.4 million shares issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive. For the year ended December 31, 2022, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.5 million shares from options to purchase common shares, unvested restricted shares of 0.3 million and 1.3 million shares issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive. 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 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, 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 F-12 Table of Contents 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 panels are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For 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. 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 F-13 Table of Contents 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 at December 31, 2023 or 2022. During the years ended December 31, 2023 and 2022, the Company recognized $ 7.9 million and $ 7.5 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2022 and 2021, respectively. Variable Consideration The Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly “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 provides rebates to certain customers based on the achievement of certain sales targets. The provision for rebates is estimated based on customers’ contracted rebate programs and our historical experience of rebates paid. 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 most likely method based on historical experience and are measured at each reporting date. There was no material revenue recognized in 2023 related to changes in estimated variable consideration that existed at December 31, 2022. 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, 2023 and 2022, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 25.0 million and $ 23.9 million, respectively. The Company expects to recognize revenue on approximately 34 % of the F-14 Table of Contents remaining performance obligations in 2024, 28 % in 2025, 21 % in 2026, 12 % in 2027, with the remainder recognized thereafter. 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 December 31, (in thousands) 2023 2022 Product revenues: Hardware $ 163,948 $ 206,770 Software and embedded firmware 2,402 4,306 Service revenues: Professional services 1,480 1,458 Maintenance and subscription services 8,891 9,247 $ 176,721 $ 221,781 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, 2023 and 2022 and the related amortization for 2023 and 2022 were less than $ 550,000 . The Company has not historically incurred any material fulfillment costs that meet the criteria for capitalization. F-15 Table of Contents SEGMENT REPORTING ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. Effective January 1, 2023, the Company changed its segment reporting to align with the geographic markets in which it operates, as further discussed in Note 17 - Segments. The Company previously managed the Company as one operating segment. Following the integration of recent acquisitions which further expanded the Company’s operations into Europe, Middle East and Africa (“EMEA”) and other international markets, the Company’s operations are now organized, managed and classified into three reportable segments – EMEA, North and Central America (the “Americas”) and all other geographic regions (“Rest of World”). Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries (the “Sahara Entities”). Our Americas segment consists primarily of Boxlight, Inc. and its subsidiaries and the Rest of World segment consists primarily of Boxlight Australia, PTY LTD ("Boxlight Australia”). Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services. Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services. The Americas operating segment includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments. Transfers between segments are generally valued at market and are eliminated in consolidation. WARRANTY RESERVE For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on panels 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 COMPENSATION The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model; the fair value for each restricted stock unit award is the market price of the underlying shares at the date of grant. 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 previously recognized compensation expense for options and restricted stock units that are forfeited prior to vesting when the forfeiture occurs. F-16 Table of Contents LEASES Operating lease assets and liabilities are reflected within operating lease assets, operating lease liabilities, current, and operating lease liabilities, non-current, on the consolidated balance sheets. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Many of the leases have one or more lease renewal options. The exercise of lease renewal options is at our sole discretion. The Company does not consider the exercise of any lease renewal options reasonably certain to occur. Certain of our lease agreements contain early termination options. No renewal options or early termination options have been included in the calculation of the operating right-of-use assets or operating lease liabilities. Certain of our lease agreements provide for periodic adjustments to rental payments for inflation, which is recognized as variable lease cost when they occur. As the majority of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. The incremental borrowing rate is based on the terms of the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For these short-term leases, lease expense is recognized on a straight-line basis over the lease term. The Company is not a lessor in any lease agreement. RECLASSIFICATIONS The Company reclassified certain 2022 amounts in the footnotes to the consolidated financial statements to conform to the 2023 presentation. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“CECL”). The new guidance applies to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. The new guidance also applies to debt securities and other financial assets measured at fair value through other comprehensive income. Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets. The new guidance was effective January 1, 2023 and was applied using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of January 1, 2023. Prior period comparative information has not been recast and continues to be reported under the accounting guidance in effect for those periods. The Company recognized a cumulative-effect adjustment to reduce retained earnings by $ 76 thousand, net of taxes. The change in the allowance for credit losses was not significant during the year ended December 31, 2023. Recent Accounting Pronouncements not yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reporting requirements under Topic 280. The enhanced disclosure requirements include: title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances. This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. This change will apply retrospectively to all periods presented. The Company is currently evaluating the impact of this ASU on its financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. F-17 Table of Contents NOTE 2 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Accounts receivable – trade $ 33,089 $ 33,198 Allowance for credit losses ( 421 ) ( 414 ) Allowance for sales returns and volume rebates ( 3,145 ) ( 1,775 ) Accounts receivable - trade, net of allowances $ 29,523 $ 31,009 Write-offs of accounts receivable were approximately $ 78,000 and $ 243,000 for the years ended December 31, 2023 and 2022, respectively. NOTE 3 – INVENTORIES Inventories consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Finished goods $ 45,461 $ 57,967 Spare parts 1,221 775 Reserve for inventory obsolescence ( 2,551 ) ( 531 ) Inventories, net $ 44,131 $ 58,211 NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Prepayments to vendors $ 3,176 $ 4,131 Prepaid licenses and other 6,295 3,302 Prepaid expenses and other current assets $ 9,471 $ 7,433 Prepaid expenses and other current assets as of December 31, 2023 and 2022 are net of reserves related to vendor receivables of $ 1.4 million and $ 0.8 million, respectively. F-18 Table of Contents NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Building $ 200 $ 200 Building improvements 14 14 Leasehold improvements 544 450 Office equipment 1,242 1,057 Software 88 88 Other equipment 705 678 Construction in progress 1,029 14 Property and equipment, at cost 3,822 2,501 Accumulated depreciation ( 1,345 ) ( 768 ) Property and equipment, net of accumulated depreciation $ 2,477 $ 1,733 For the years ended December 31, 2023 and 2022, the Company recorded depreciation expense of $ 631,000 and $ 484,000 , respectively. NOTE 6 – INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2023 and 2022 (in thousands): Useful lives 2023 2022 INTANGIBLE ASSETS Patents 4 - 10 years $ 182 $ 182 Customer relationships 8 - 15 years 52,588 52,736 Technology 3 - 5 years 8,944 8,943 Domain 7 years 14 14 Non-compete 3 years 391 391 Tradenames 2 - 10 years 12,723 12,769 Intangible assets, at cost 74,842 75,035 Accumulated amortization ( 28,878 ) ( 22,456 ) Intangible assets, net of accumulated amortization $ 45,964 $ 52,579 GOODWILL Beginning Balance $ 25,092 $ 26,037 Change due to foreign currency translation 103 ( 945 ) Impairment ( 25,195 ) — Ending Balance $ — $ 25,092 The Company’s goodwill had an indefinite useful life and was tested for impairment annually. For the years ended December 31, 2023 and 2022, the Company recorded amortization expense of $ 8.3 million and $ 8.6 million, respectively. Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately ($ 0.1 ) million and ($ 3.1 ) million as of December 31, 2023 and 2022, respectively. F-19 Table of Contents Expected future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands): 2024 $ 7,570 2025 7,398 2026 7,045 2027 6,630 2028 6,571 Thereafter 10,750 Total $ 45,964 NOTE 7 – LEASES The Company has entered into various operating leases for certain offices, support locations and vehicles with terms extending through December 2038. Generally, these leases have initial lease terms of five years or less. Operating lease expense was $ 2.6 million and $ 2.1 million for the years ended December 31, 2023 and 2022, respectively. Variable lease costs and short-term lease cost were $ 1.7 million for the year ended December 31, 2023. For the year ended December 31, 2022, variable lease cost and short-term lease cost were immaterial . Cash paid for amounts included in the measurement of lease liabilities was $ 2.2 million and $ 2.4 million for the years ended December 31, 2023 and 2022, respectively. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to December 31, 2023 are as follows: Year ending December 31, (in thousands) 2024 $ 1,949 2025 2,070 2026 1,640 2027 1,089 2028 831 Thereafter 6,700 Total Lease Liabilities 14,279 Less: Imputed Interest ( 5,170 ) Present Value of Lease Liabilities $ 9,109 During the year ended December 31, 2023, the weighted-average remaining lease term was 9.9 years, and the weighted-average discount rate was 10.8 %. During the year ended December 31, 2022, the weighted-average remaining lease term was 3.2 years, and the weighted-average discount rate was 15.5 %. NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable consisted of the following at December 31, 2023 and 2022 (in thousands): 2023 2022 Accounts payable $ 27,448 $ 30,719 Accrued expense 5,106 5,306 Other 345 541 Accounts payable and other liabilities $ 32,899 $ 36,566 F-20 Table of Contents NOTE 9 – DEBT The following comprises debt at December 31, 2023 and 2022 (in thousands): 2023 2022 Debt – Third Parties Paycheck Protection Program $ 72 $ 127 Note payable - Whitehawk 43,206 49,906 Total debt 43,278 50,033 Less: Premium, discount and issuance costs 3,107 5,410 Current portion of debt 1,037 845 Long-term debt $ 39,134 $ 43,778 Total debt (net of premium, discount and issuance costs) $ 40,171 $ 44,623 Debt - Third Parties: WhiteHawk Finance LLC In order to finance the acquisition of FrontRow Calypso LLC (“FrontRow”), which closed on December 31, 2021, 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 (“Whitehawk” or the “Collateral Agent”). 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 $ 10.0 million that may be available 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 Term Loans are secured by substantially all of the assets of the Company. The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow, pay off all indebtedness owed to the Company’s then 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 bear interest at the LIBOR rate plus 10.75 %; provided that after March 31, 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 compliance with the Credit Agreement. In the event of non-compliance with the borrowing base, the Company would be subject to an increased interest rate as stated in the Credit Agreement. On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $ 8.5 million originally due on February 28, 2022 until February 28, 2023. The principal elements of the April amendment included (a) an extension of time to repay $ 8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $ 3.5 million in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In such connection, the Company and substantially all of its direct and indirect subsidiaries (together with the Company, the "Loan Parties") obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been 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 September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75 %) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement. 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 excess cash flow or casualty events. On June 21, 2022, the Loan Parties entered into a second amendment (the “Second Amendment”) to the Credit Agreement with the Collateral Agent and Lender. The Second Amendment to the Credit Agreement was entered into for F-21 Table of Contents purposes of the Lender funding a $ 2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25 % for LIBOR Rate Loans and 12.25 % for Reference Rate Loans, increasing the definition of change of control from 33 % voting power to 40 % voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments. On April 24, 2023, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender. The Third Amendment was entered into for purposes of the Lender funding an additional $ 3.0 million delayed draw term loan (the “Additional Draw”). The Additional Draw was funded on April 24, 2023, and must be repaid on or prior to September 29, 2023, is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments. The completion of the additional draw eliminates further delayed draws under the term loan agreement. On July 20, 2023, the Company paid the $ 3.0 million due under the terms of the Third Amendment. There were no prepayment penalties or premiums included with this payment. On June 26, 2023, the Company entered into a fourth amendment (the “Fourth Amendment”) with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate. Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1 %, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended. As of December 31, 2023, the rate was 16.4 %. The Fourth Amendment made no other changes to the Credit Agreement. Covenant Compliance and Liquidity Considerations The Company's Credit Agreement, as amended to date, requires compliance with certain monthly covenants, which include provisions regarding over advance limitations based upon a borrowing base. In the second quarter of 2023, as part of obtaining an appropriate waiver, the Company agreed to engage a financial advisor and to use commercial reasonable efforts to refinance the Credit Agreement with an alternative lender and repay the Credit Facility by September 30, 2023, or as soon thereafter as practical. The waiver did not amend the maturity date of the Credit Agreement. Upon repayment, the Company will be subject to a prepayment premium that is higher than the prepayment premium included in the original Credit Agreement, as defined in the waiver. The Company has either implemented or initiated appropriate plans regarding refinancing procedures that are within management’s control to comply with the waiver requirements. The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility. The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2023. The Company cured the non-compliance by paying $ 4.3 million inclusive of $ 0.3 million in prepayment penalties and accrued interest in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023. In February 2024, the Company paid $ 1.7 million, inclusive of a $ 0.1 million pre-payment penalty to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024. After the payment the Company was in compliance with the borrowing base covenant. The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023. The non-compliance was cured by a waiver applied in accordance with the Fifth Amendment to the Credit Agreement dated March 14, 2024 which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also amended and restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 . F-22 Table of Contents Issuance Cost and Warrants In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 66,022 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 255,411 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $ 16.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 16.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount. In 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. Under the terms of the warrant issued to Whitehawk on December 31, 2021, the exercise price of the warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect. The warrants repriced on March 31, 2022 to $ 9.52 per share and the shares increased to 429,263 . On July 22, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited institutional investor. According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability. The Whitehawk warrants were repriced to $ 8.80 , and shares increased to 464,385 . Paycheck Protection Program Loan On May 22, 2020, the Company received loan proceeds of $ 1.1 million under the Paycheck Protection Program. During 2021, the Company applied for forgiveness in the amount of $ 836 thousand. On March 2, 2022, the Company received a decision letter from the lender that the forgiveness application had been approved, leaving a remaining balance of $ 173 thousand to be paid. The Company received a payment schedule from the lender on May 5, 2022, extending the payoff date until May 2025 and bears 1 % interest. Debt Maturity Principal repayments to be made during the next five years on the Company’s outstanding debt facilities at December 31, 2023 are as follows (in thousands): 2024 $ 2,831 2025 40,447 2026 — 2027 — 2028 — Total $ 43,278 F-23 Table of Contents NOTE 10 – DERIVATIVE LIABILITIES The Company engaged a third-party specialist to determine the fair value of the derivative liabilities using a Monte Carlo Simulation model. There were no changes to the valuation techniques and the key assumptions used are as follows: December 31, 2023 Common stock issuable upon exercise of warrants 464,385 Market value of common stock on measurement date $ 1.07 Exercise price $ 8.80 Risk free interest rate (1) 3.93 % Expected life in years 3 Expected volatility (2) 114.0 % Expected dividend yields (3) — % December 31, 2022 Common stock issuable upon exercise of warrants 464,385 Market value of common stock on measurement date $ 2.48 Exercise price $ 8.80 Risk free interest rate (1) 4.02 % Expected life in years 4 years Expected volatility (2) 83.6 % 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 2023 and 2022 was based on historical fluctuations in stock price for Boxlight and certain peer companies. (3) The Company does not expect to pay a dividend in the foreseeable future. The following table shows the change in the Company’s derivative liabilities for the years ended December 31, 2023 and 2022: Amount (in thousands) Balance, December 31, 2022 $ 472 Exercise of warrants — Issuance of warrants — Change in fair value of derivative liabilities ( 267 ) Balance, December 31, 2023 $ 205 Amount (in thousands) Balance, December 31, 2021 $ 3,064 Exercise of warrants ( 1 ) Issuance of warrants — Change in fair value of derivative liabilities ( 2,591 ) Balance, December 31, 2022 $ 472 The change in fair value of derivative liabilities includes losses from exercise price modifications. F-24 Table of Contents NOTE 11 – INCOME TAX Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands): 2023 2022 United States $ ( 30,393 ) $ ( 2,569 ) Foreign ( 11,779 ) ( 2,707 ) Other Foreign Jurisdictions 4,882 1,582 Total pretax book loss $ ( 37,290 ) $ ( 3,694 ) The components of income tax expense at December 31, 2023 and December 31, 2022, are as follows (in thousands): 2023 2022 Current: Federal $ 855 $ 1,491 State 93 138 Foreign 1,589 1,399 Total Current $ 2,537 $ 3,028 Deferred: Federal $ 81 $ ( 85 ) State — — Foreign ( 752 ) ( 2,894 ) Total Deferred $ ( 671 ) $ ( 2,979 ) Total $ 1,866 $ 49 F-25 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): 2023 2022 Loss before income taxes $ ( 37,290 ) $ ( 3,694 ) Income tax benefit computed at the statutory rate ( 7,831 ) ( 776 ) State income taxes-net of federal tax benefit 74 73 Foreign tax rate differential ( 273 ) ( 19 ) Section 162(m) compensation 61 61 Foreign currency adjustment ( 90 ) — GILTI inclusion 693 160 Meals 75 39 Stock compensation 141 83 Amortization 4,845 11 Tax credits and government assistance ( 623 ) ( 179 ) Non-deductible expenses 28 186 Other permanent differences ( 270 ) — Adjustments to prior periods – temporary differences 1,000 197 Rate changes and differentials ( 53 ) ( 651 ) Change in valuation allowance 4,089 864 Income tax expense $ 1,866 $ 49 F-26 Table of Contents Tax effects of temporary differences at December 31, 2023 and December 31, 2022 are as follows (in thousands): Deferred tax assets: 2023 2022 Fixed assets $ 15 $ — Allowance for bad debts 926 507 Inventory 432 294 R&D amortization 1,172 413 Deferred revenue 6,143 5,600 Stock compensation 291 1,209 Right of use liability 501 1 Other — 203 Interest expense limitation 6,051 3,751 Net operating loss carry-forwards 6,635 7,282 Deferred tax assets $ 22,166 $ 19,260 Valuation allowance ( 18,173 ) ( 14,084 ) Deferred tax assets, net $ 3,993 $ 5,176 Deferred tax liabilities: 2023 2022 Fixed assets $ — $ ( 24 ) Intangible assets ( 6,671 ) ( 8,603 ) Accrued expenses ( 982 ) ( 752 ) Prepaid expenses ( 48 ) ( 169 ) Right of use asset ( 492 ) — Other ( 116 ) ( 308 ) Deferred tax liabilities $ ( 8,309 ) $ ( 9,856 ) Deferred tax liabilities, net $ ( 4,316 ) $ ( 4,680 ) 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 $ 20.4 million and $ 23.5 million at December 31, 2023 and 2022, respectively, of which $ 10.6 million will expire between December 31, 2029 and December 31, 2037 and $ 9.8 million will carryforward indefinitely. The cumulative U.S. state net operating losses carryforward was approximately $ 41.7 million and $ 45.8 million at December 31, 2023 and 2022, respectively. The cumulative foreign net operating losses carryforward was $ 2.1 million and $ 1.8 million at December 31, 2023 and 2022, respectively. The legacy Boxlight entities are in a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions are 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, under section 382 as defined by federal income tax regulations, could significantly limit the Company's ability to utilize our U.S. net operating loss carryforwards. 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 the net deferred tax asset of its legacy Boxlight entities at December 31, 2023 and 2022. The change in its valuation allowance during 2023 is approximately $ 4.1 million. The Company has determined that it likely underwent IRC Sec 382 ownership changes in prior years. The Company is in the process of evaluating the Section 382 impact to determine what portion of its NOLs will be utilizable in the future. It is expected that the ownership change caused a limitation on the net operating losses generated before 2020. F-27 Table of Contents 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 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. 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 $ 4.3 million at December 31, 2023 is primarily based on the Sahara acquired entities. The tax years from 2009 to 2023 remain open to examination in the U.S. federal jurisdictions. The tax years from 2022 to 2023 remain open to examination in the U.K. Statues of limitations vary in other immaterial jurisdictions. The company has not identified any material uncertain tax positions at this time. Effective January 1, 2022, for U.S. tax purposes research and development costs, including software development costs, are required to be capitalized and will be deductible over five years for costs incurred domestically and over fifteen years for costs incurred in a foreign country. Additionally, the first year of amortization requires that amortization begin with the midpoint of the taxable year. As of December 31, 2023, the Company has recorded a deferred tax asset of $ 1.2 million related to capitalized research and development costs. NOTE 12 – EQUITY Preferred Shares The Company’s articles of incorporation, as amended 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) 1,586,620 shares of voting Series B preferred stock, with a par value of $ 0.0001 per share; 3) 1,320,850 shares of voting Series C preferred stock, with a par value of $ 0.0001 per share; and 4) Remaining shares of “blank check” preferred stock as may be designated from time to by the Company’s board of directors. Each authorized series of preferred stock is described below. 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. As of December 31, 2023, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 33,461 shares of Class A common stock, at the discretion of the Series A stockholder. Series B Preferred Stock and Series C Preferred Stock 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 $ 13.28 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 F-28 Table of Contents 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. The aggregate estimated fair value of the Series B and C Preferred Stock of $ 28.5 million was included as part of the total consideration paid for the purchase of Sahara. 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. 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 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 18,750,000 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, 2023 and December 31, 2022, the Company had 9,704,496 and 9,339,587 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at December 31, 2023 and December 31, 2022. Issuance of common stock Securities Purchase Agreement On July 22, 2022, the Company, entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering directly to the Investor, 875,000 shares of the Company’s Class A common stock, par value $ 0.0001 per share (“Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase 44,118 shares of Common Stock at an exercise price of $ 0.0008 per share, which Pre-Funded Warrants were issued in lieu of shares of Common Stock to ensure that the Investor did not exceed certain beneficial ownership limitations, and warrants to purchase an aggregate of 919,118 shares of Common Stock at an exercise price of $ 5.44 per share (the “Warrants”, and collectively with the Pre-Funded Warrants and the Shares, the “Securities”). The Securities were sold at a price of $ 5.44 per share for total gross proceeds to the Company of $ 5.0 million, before deducting estimated offering expenses, and excluding the exercise of any Warrants or Pre-Funded Warrants. The Pre-Funded Warrants were exercisable immediately and the Warrants will be exercisable six months after the date of issuance and will expire five and a half years from the date of issuance. As such, the net proceeds to the Company from the offering, after deducting placement agent’s fees and estimated expenses payable by the Company and excluding the exercise of any Warrants or Pre-Funded Warrants was $ 4.6 million of which the proceeds net of issuance costs were allocated based on the relative fair values of the instruments, warrants and prefunded warrants; $ 2.4 million was allocated to common stock, $ 2.2 million was allocated to warrants and $ 118 thousand was allocated to the pre-funded warrants. On August 9, 2022, the Investor exercised the prefunded warrants. The Company evaluated whether the Warrants, Pre-Funded Warrants and/or Shares were in the scope of ASC Topic 480 “ Distinguishing Liabilities from Equity, ” which discusses the accounting for instruments with characteristics of both liabilities and equity. The guidance in Topic 480, and the resulting liability classification, is applicable to such instruments when certain criteria are met. Based on its analysis, the Company concluded that the Warrants, Pre-Funded Warrants and Shares did not meet any of the criteria to be subject to liability classification under Topic 480 and are therefore classified as equity. Credit Facility In conjunction with its receipt of the WhiteHawk loan, the Company issued to WhiteHawk 66,022 shares of Class A common stock, which were registered pursuant to the Company’s existing shelf registration statement and were delivered to the WhiteHawk in January 2022. F-29 Table of Contents Repurchase Plan On February 14, 2023, the Board of Directors of Boxlight Corporation approved the Company’s establishment of a share repurchase program (the “Repurchase Program”) authorizing the Company to purchase up to $ 15.0 million of the Company’s Class A common stock. Pursuant to the Repurchase Program, the Company may, from time to time, repurchase its Class A common stock in the open market, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions. The timing and total amount of any repurchases made under the Repurchase Program will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The authorization expires on January 26, 2027, may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock. As of December 31, 2023, the Company has not utilized the Repurchase Program. NOTE 13 – STOCK COMPENSATION The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 798,805 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 625,000 shares of the Company’s Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2021, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants. Prior to the second quarter of 2023, the Company had issued 774,904 shares under the 2021 Plan such that the Company was over the authorized share number. The fair value of shares previously issued in excess of the approved shares under the 2021 Plan of approximately $ 13 thousand was reclassed from liability to equity during the year ended December 31, 2023. 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. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur. Following is a summary of the option activities during the years ended December 31, 2023 and 2022: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2021 506,765 $ 15.36 2.29 Granted 152,718 $ 8.96 Exercised ( 37,105 ) $ 2.00 Cancelled ( 132,893 ) $ 20.72 Outstanding, December 31, 2022 489,485 $ 12.88 2.17 Granted 364,299 $ 2.71 Exercised ( 12,500 ) $ 1.04 Cancelled ( 493,025 ) $ 10.05 Outstanding, December 31, 2023 348,259 $ 6.65 2.09 Exercisable, December 31, 2023 295,296 $ 6.59 1.99 F-30 Table of Contents The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model. The Company used the following inputs to value options issued and remeasurements, as applicable during the year ending December 31, 2023 using the Black Scholes option valuation method: market value on measurement date of $ 1.68 to $ 2.24 ; exercise price of $ 2.48 to $ 3.20 ; risk free interest rate of 4.19 % to 4.22 %; expected term, 3 to 4 years; expected volatility, ranging from 111.45 % to 111.74 % and expected dividend yield of 0 %. As of December 31, 2023 and December 31, 2022, the stock options had an intrinsic value of approximately $ 0 and $ 18 thousand, respectively. During the year ended December 31, 2023, the Company granted 364,299 options of which 322,040 were subsequently cancelled and 42,259 vested during the year. Also, during the year ended December 31, 2023, 59,117 out of the money options were cancelled, with such shares being returned to the 2021 Plan and becoming available for re-issuance in new grants. During the year ended December 31, 2023, approximately 84,179 options expired during the period. On May 3, 2022, the Boxlight board of directors adopted a resolution, in exchange for a three-year non-compete agreement, to grant Mark Elliott, a member of the board and former CEO of the Company, an extension for one-year , of previously granted stock options to purchase a total of 72,210 shares of Class A common stock, par value $ 0.001 per share, which had expired on January 12, 2022. The stock price on the remeasurement date was $ 8.32 and the incremental compensation recognized was approximately $ 314 thousand. On June 13, 2022, the Boxlight board of directors granted Greg Wiggins, Chief Financial Officer, stock options for 18,750 shares of the Company’s Class A common stock will vest in equal quarterly installments over a four-year term commencing on July 5, 2022. On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr. Pope’s term of employment with the Company. Under the terms of the agreement, Mr. Pope received a grant 61,759 options to purchase Class A Common Stock, which are valued at approximately $ 420 thousand. 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 as they occur. 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, 2023 and 2022. Number of Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2021 246,744 $ 14.48 Granted 309,710 $ 9.52 Vested ( 197,941 ) $ 13.04 Forfeited ( 54,634 ) $ 10.72 Outstanding, December 31, 2022 303,879 $ 11.04 Granted 498,398 $ 2.05 Vested ( 318,995 ) $ 5.84 Forfeited ( 74,831 ) $ 3.56 Outstanding, December 31, 2023 408,451 $ 5.37 F-31 Table of Contents 2023 Grants During fiscal year 2023, the Company granted 498,398 RSUs of which 62,300 were subsequently cancelled. On August 25, 2023, the Company granted 211,056 RSUs to its board of directors and 214,994 RSUs to certain members of senior management. 2022 Grants On January 25, 2022, the Company granted an aggregate of 5,000 RSUs to new employees. The RSUs vest over four years and the aggregate fair value of the shares was approximately $ 44 thousand. On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr. Pope’s term of employment with the Company. Under the terms of the agreement, Mr. Pope received a grant of 20,455 RSU’s, valued at approximately $ 180 thousand, and vesting over three years . On February 24, 2022, following approval by the Company’s board of directors, the Company’s senior management issued a total of 221,494 RSUs under the terms of Amendment No. 2 to the Boxlight Corporation 2014 Stock Incentive Plan, vesting over four years , 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 March 21, 2022, the Company granted an aggregate of 43,605 RSUs to its board members. These RSUs vest ratably over one year and had an aggregated fair value of approximately $ 450 thousand on the grant date. On May 26, 2022, the Company granted 9,196 RSUs to a company owned and controlled by Karel Callens named OLORI. Mr. Callens performs certain sales and marketing functions in our EMEA markets. These RSUs vested and were issued directly to OLORI, and such common stock issuable upon vesting of the RSUs will be reserved for issuance directly out of the authorized shares of Class A common stock and not out of the Company’s equity incentive plan. Warrants The following is a summary of the warrant activities during the years ended December 31, 2023 and 2022: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2021 264,161 $ 16.00 0.94 Granted 1,165,959 $ 5.75 — Exercised ( 44,118 ) $ 0.08 — Outstanding, December 31, 2022 1,386,002 $ 6.57 5.25 Granted — $ — Exercised — $ — Outstanding, December 31, 2023 1,386,002 $ 6.57 3.72 Exercisable, December 31, 2023 1,385,690 $ 6.57 3.72 F-32 Table of Contents Stock compensation expense For the years ended December 31, 2023 and 2022, the Company recorded the following stock compensation expense which is included in general and administrative expense in the Company’s consolidated statement of operations and comprehensive loss (in thousands): 2023 2022 Stock options $ 1,105 $ 805 Restricted stock units 2,023 2,505 Equity-based Warrants 3 3 Total stock compensation expense $ 3,131 $ 3,313 During the year ended December 31, 2023, certain members of senior management voluntarily forfeited certain unvested restricted stock units and stock option awards to increase share availability under the Company’s Equity Incentive Plan. The Company recorded stock compensation expense for the fair value of these cancelled awards of $ 624 thousand during the year ended December 31, 2023. As of December 31, 2023, there was approximately $ 2.4 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 $ 1.5 million is estimated to be recorded as stock compensation expense in 2024. NOTE 14 – OTHER RELATED PARTY TRANSACTIONS Management Agreements On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former CEO of Boxlight and a current member of the board of directors. The agreement is for Mr. Elliott to provide sales, marketing, management and related consulting services to assist the Company in sourcing and entering into agreements with one or more customers to provide products and services for specified school districts. The Company will pay Mr. Elliott a fixed payment of $ 4,000 per month and commissions equal to 15 % of gross profit derived by the Company based on total purchase order revenue. The agreement, unless cancelled, will renew every year on December 31st. For the year ended December 31, 2023, the Company paid $ 106 thousand under the agreement. On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our now former 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. On January 4, 2024, Mr. Pope’s employment with the Company terminated. In accordance with the Management Agreement, Mr. Pope is expected to continue providing consulting services to the Company for the subsequent 13 months. NOTE 15 – COMMITMENTS AND CONTINGENCIES 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, 2023 the total amount of such open inventory purchase orders was $ 49.9 million. Legal Proceedings From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, such as employment matters and contractual disputes. Currently, there is no pending litigation or proceedings F-33 Table of Contents that the Company’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition. 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. For the year ended December 31, 2023, the Company's revenues were concentrated with one customer. The Company’s revenues were concentrated with two customers for the year ended December 31, 2022. Customer Total revenues from the customer as a percentage of total revenues for the year ended December 31, 2023 Accounts receivable from the customer as of December 31, 2023 (in thousands) Total revenues from the customers as a percentage of total revenues for the year ended December 31, 2022 Accounts receivable from the customers as of December 31, 2022 (in thousands) 1 10 % $ 1,762 18 % $ 8,468 2 — % $ — 5 % $ 469 The loss of a significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition. For the year ended December 31, 2023, the Company's purchases were concentrated among one vendor. The Company’s purchases were concentrated among two vendors for the year ended December 31, 2022. Vendor Total purchases from the vendor as a percentage of total cost of revenues for the year ended December 31, 2023 Accounts payable (prepayment) to the vendor as of December 31, 2023 (in thousands) Total purchases from the vendors as a percentage of total cost of revenues for the year ended December 31, 2022 Accounts payable (prepayment) to the vendors as of December 31, 2022 (in thousands) 1 48 % $ 20,472 56 % $ 24,029 2 — % $ — 4 % $ 705 The Company believes there are numerous other suppliers that could be substituted should the above supplier become unavailable or non-competitive. F-34 Table of Contents NOTE 17 - SEGMENTS Information about our Company’s operations by operating segment is shown in the following tables (in thousands): Year Ended December 31, 2023 2022 Revenue, net Americas $ 95,995 $ 100,393 EMEA 88,256 127,664 Rest of World 2,943 791 Eliminations and Adjustments (1) ( 10,473 ) ( 7,067 ) Total Revenue, net $ 176,721 $ 221,781 (Loss) Income from Operations Americas ( 18,695 ) ( 591 ) EMEA ( 9,077 ) 3,534 Rest of World 977 144 Eliminations and Adjustments (1) 495 ( 38 ) Total (Loss) Income from Operations $ ( 26,300 ) $ 3,049 (1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market. December 31, 2023 December 31, 2022 Identifiable Assets Americas $ 69,749 $ 88,451 EMEA 85,732 104,978 Rest of World 3,090 1,966 Total Identifiable Assets $ 158,571 $ 195,395 NOTE 18 – SUBSEQUENT EVENTS On January 4, 2024, the board of directors appointed Dale Strang, a current member of the Board, to serve as the Company’s interim Chief Executive Officer and principal executive officer. Mr. Strang replaced Michael Pope, whose last day as an employee of the Company was on January 12, 2024. Mr. Pope no longer serves as Chairman of the Board but will remain as a member of the Board. On March 14, 2024, the Company entered into a fifth amendment (the "Fifth Amendment') with the Collateral Agent and Lender for the purpose of (1) amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), and (2) waiving any Event of Default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Fifth Amendment). The Fifth Amendment also added additional financial reporting obligations and potentially may include certain foreign subsidiaries of Boxlight Inc. as additional guarantors under the Credit Agreement. F-35 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None