BOXL Boxlight Corporation

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NATURE OF OPERATIONS

Boxlight Corporation, a Nevada Corporation (“Boxlight”), designs, produces and distributes interactive technology solutions for the education, corporate and government markets under its Clevertouch and Mimio brands. Boxlight’s solutions include interactive displays, audio and other accessory products, software, and professional services.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its direct and indirect wholly owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2023 balance sheet included herein was derived from the Company’s audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for 2023 contained in the 2023 Annual Report filed with the SEC on March 14, 2024, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to revenue, reserves, and allowances. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions.

REVERSE STOCK SPLIT

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 share 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 condensed consolidated financial statements and the notes to the condensed 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 condensed 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-based compensation arrangements, and the conversion features on preferred shares. All of the

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agreements include 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 March 31, 2024.

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 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, decreased to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and 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. The Company was in compliance with all financial covenants at March 31, 2024.

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-Q. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. The Company has a good working relationship with its current banking partner. 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.

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 approximates its carrying value, excluding premiums, discounts, and issuance costs. 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.

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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.

There were no transfers into or our of Level 3 measurements in 2024 and 2023.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):

Description						Markets for Identical Assets (Level 1)						Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Carrying Value as of March 31, 2024
Derivative liabilities - warrant instruments						—						—						$	13					$	13

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

The following tables reconcile the beginning and ending balances of the warrant instruments within Level 3 of the fair value hierarchy:

			(in thousands)
Balance, December 31, 2023			$	205
Change in fair value of derivative liabilities			(192)
Balance, March 31, 2024			$	13
			(in thousands)
Balance, December 31, 2022			$	472
Change in fair value of derivative liabilities			224
Balance, March 31, 2023			$	696

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LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock 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 share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period giving effect to all potentially dilutive securities to the extent they are dilutive. The dilutive effect of options to purchase common stock, restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” 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.

For the three months ended March 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 million shares issuable upon exercise of options to purchase common stock, 0.2 million of unvested shares of restricted stock and 1.4 million shares issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million shares issuable from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive. For the three month ended March 31, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.8 million shares from options to purchase shares of common stock and 0.3 million of unvested restricted stock units as well as 1.4 million shares of common stock issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

REVENUE RECOGNITION

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 the products or services, have been transferred to its customers. Product revenue is derived from the sale of interactive devices 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, whiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 30-60 months. Software maintenance includes technical support, product updates performed on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications.

The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers and, therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance,

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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 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 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 can receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year.

The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying condensed 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 had no material contract assets as of March 31, 2024 or December 31, 2023. During the three months ended March 31, 2024 and March 31, 2023, respectively, the Company recognized $2.3 million and $2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2023 and December 31, 2022, respectively.

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Variable Consideration

The Company’s otherwise fixed consideration may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company 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 the three months ended March 31, 2024 related to changes in estimated variable consideration that existed at December 31, 2023.

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 March 31, 2024 and December 31, 2023, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $25.0 million. The Company expects to recognize revenue on 35.5% of the remaining performance obligations during the next 12 months, 28.8% in the following 12 months, 20.5% in the 12 months ended March 31, 2026, 11.4% in the 12 months ended March 31, 2027, with the remaining 3.8% 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 contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year.

Disaggregated Revenue

The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software which comes pre-installed on an interactive device is transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over three to five years from the contract execution date as measured based upon the passage of time.

									Three Months Ended March 31,
									(in thousands)
															2024						2023
Product revenue															$	34,435					$	38,681
Service revenue															2,658						2,508
Total revenues, net															$	37,093					$	41,189

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Contract Costs

The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria:

•The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;

•The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

•The costs are expected to be recovered.

Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying condensed consolidated balance sheets. Total deferred commissions, net of accumulated amortization, as of March 31, 2024 and December 31, 2023 was $0.6 million.

The Company has not historically incurred any material fulfillment cost that meet the criteria for capitalization.

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.

The Company’s operations are 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.

ACCOUNTING STANDARDS PENDING ADOPTION

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. The adoption of this ASU is not expected to result in significant changes to the Company's current segment disclosures.

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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.

Accounts receivable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

			2024						2023
Accounts receivable – trade			$	29,827					$	33,089
Allowance for credit losses			(357)						(421)
Allowance for sales returns and volume rebates			(2,951)						(3,145)
Accounts receivable - trade, net of allowances			$	26,519					$	29,523

Inventories consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

			2024						2023
Finished goods			$	40,711					$	45,461
Spare parts			1,071						1,221
Reserve for inventory obsolescence			(2,627)						(2,551)
Inventories, net			$	39,155					$	44,131

Prepaid expenses and other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):

			2024						2023
Prepayments to vendors			$	2,805					$	3,176
Prepaid licenses and other			6,194						6,295
Prepaid expenses and other current assets			$	8,999					$	9,471

Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 are net of reserves of $1.4 million related to vendor receivables.

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Intangible Assets

Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

			Useful lives						2024						2023
INTANGIBLE ASSETS
Patents			4-10 years						$	182					$	182
Customer relationships			8-15 years						52,330						52,588
Technology			3-5 years						8,914						8,944
Domain			7 years						14						14
Non-compete			3 years						391						391
Tradenames			2-10 years						12,725						12,723
Intangible assets, at cost									74,556						74,842
Accumulated amortization									(30,741)						(28,878)
Intangible assets, net of accumulated amortization									$	43,815					$	45,964

For the three months ended March 31, 2024 and 2023, the Company recorded amortization expense of $1.9 million and $2.1 million, respectively. Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately ($0.5) million as of March 31, 2024 and ($0.1) million as of December 31, 2023.

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.

As of March 31, 2024, the Company had no leases classified as finance leases. The Company is currently not a lessor in any lease arrangement.

Operating lease expense was $630 thousand and $564 thousand for the three months ended March 31, 2024 and 2023, respectively. Variable and short-term lease cost was $528 thousand for the three months ended March 31, 2024. Variable and short-term lease cost were not material for the three months ended March 31, 2023. Cash paid for amounts included in the measurement of lease liabilities was $466 thousand and $621 thousand for the three months ended March 31, 2024 and 2023, respectively.

Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands):

Fiscal year ended,

2024			$	1,509
2025			2,090
2026			1,661
2027			1,091
2028			831
Thereafter			6,708
Total lease liabilities			13,890
Less: Imputed interest			(4,923)
Present value of lease liabilities			$	8,967

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The following is supplemental lease information as of March 31, 2024 and December 31, 2023:

			2024						2023
Weighted-average remaining lease term (years)			10.0						9.9
Weighted-average discount rate			10.5		%				10.8		%

Accounts payable and accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

			2024						2023
Accounts payable			$	18,754					$	27,448
Accrued expenses and other			5,808						5,106
Other			123						345
Accounts payable and accrued expenses			$	24,685					$	32,899

The following is a summary of the Company’s debt as of March 31, 2024 and December 31, 2023 (in thousands):

			2024						2023
Debt – Third Parties
Paycheck Protection Program			$	58					$	72
Note payable - Whitehawk			40,913						43,206
Total debt			40,971						43,278
Less: Premium, discount and issuance costs			2,515						3,107
Current portion of debt			1,055						1,037
Long-term debt			$	37,401					$	39,134
Total debt (net of premium, discount and issuance costs)			$	38,456					$	40,171

Debt - Third Parties:

Whitehawk Finance LLC

In order to finance the acquisition of FrontRow Calypso LLC (“FrontRow”), which closed on December 31, 2021, and to refinance the Company's then existing note payable, 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 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.

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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 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, 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. The Fourth Amendment made no other changes to the Credit Agreement.

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.

During the three months ended March 31, 2024, the Company repaid principal of $2.3 million and interest of $1.8 million to Whitehawk.

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

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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 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. The Company was in compliance with all financial covenants as of March 31, 2024.

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.

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.

The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. Such warrants are measured at fair value at each reporting date, and the changes in fair value are

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included in determining net income (loss) for the period. The Company used a Monte Carlo Simulation model to determine the fair value of the derivative liabilities as of March 31, 2024 and December 31, 2023.

			March 31, 2024
Common stock issuable upon exercise of warrants			464,385
Market value of common stock on measurement date			$	0.65
Exercise price			$	8.80
Risk free interest rate (1)			4.35		%
Expected life in years			2.75 years
Expected volatility (2)			76.0		%
Expected dividend yields (3)			—		%

			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 years
Expected volatility (2)			114.0		%
Expected dividend yields (3)			—		%

(1)The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.

(2)The historical trading volatility 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.

Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands):

															Three Months Ended March 31,
															2024						2023
United States															$	(6,109)					$	(3,515)
Foreign															(110)						642
Total pretax book loss															$	(6,219)					$	(2,873)

The Company recorded income tax expense of $0.9 million and $51 thousand for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate was (14.0)% and (1.8)% for the three months ended March 31, 2024 and 2023. The negative year to date effective tax rate is due to the Company paying income taxes in various jurisdictions while incurring a worldwide net loss.

The increase in income tax expense year-over-year is primarily due to higher U.S. taxes related to interest expense and increased net operating loss ("NOL") limitations for the three months ended March 31, 2024 as compared to the prior year.

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.

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The legacy Boxlight entities are in a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions, primarily driven by its net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize its U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at March 31, 2024 and December 31, 2023.

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.

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.

The tax years from 2009 to 2023 remain open to examination in the U.S. federal jurisdiction and in most U.S. state jurisdictions. The tax years from 2021 to 2023 remain open to examination in the U.K. Statutes of limitations vary in other immaterial jurisdictions.

During the second quarter of 2021, the Company became aware of a potential state tax exposure for failure to file minimum tax returns in a state for several years. The Company has recorded an exposure item of $89 thousand for its best estimate of the amount for which it will settle the exposure. This amount includes $24 thousand of income tax and $65 thousand of penalties and interest. The Company has not identified any other material uncertain tax positions during the three months ended March 31, 2024.

The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax rate by January 1, 2025. We are currently evaluating the potential impact of the rules on our consolidated financial statements and related disclosures.

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, with such 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 to be designated 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, the Company issued 250,000 shares of the Company’s non-voting convertible Series A preferred stock to Vert Capital for the acquisition of Genesis. As of March 31, 2024, 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.

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Series B Preferred Stock and Series C Preferred Stock

On September 25, 2020, in connection with the acquisition of Sahara Holding Limited ("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 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”). Such conversion may occur either (i) at the option of the holder at any time after January 1, 2024, or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C preferred stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026, or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B preferred stock shall be redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days prior written notice to the holders, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C preferred stock is also subject to redemption on the same terms commencing January 1, 2026. 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.

As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as mezzanine or temporary equity in the Company’s condensed consolidated balance sheet. As of March 31, 2024, a total of 1,586,620 and 1,320,850 shares of Series B and C preferred stock remained outstanding, respectively.

Common Stock

The Company’s authorized common stock consists of 1) 18,750,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock would automatically convert into shares of Class A common stock. As of March 31, 2024 and December 31, 2023, the Company had 9,777,725 and 9,704,496 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding as of March 31, 2024 or December 31, 2023.

Warrants

The Company had equity warrants outstanding of 921,462 and 921,306 as of March 31, 2024 and December 31, 2023, respectively.

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 March 31, 2024, the Company has not utilized the Repurchase Program.

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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 March 2022, 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. During the year ended December 31, 2023, the Company cancelled 384,340 shares of previously issued awards such that the Company is under the authorized number of share awards.

Stock Options

Under the Company’s stock option program, pursuant to the 2014 Plan and 2021 Plan, employees may be eligible to receive awards that provides the opportunity in the future to purchase the Company’s shares at the market price of the stock on the date the award is granted (the strike price). Following the issuance, such options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through compensation expense. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur.

The following is a summary of the option activities during the three months ended March 31, 2024:

			Number of Units
Outstanding, December 31, 2023			348,259
Granted			—
Exercised			—
Forfeited			(4,138)
Outstanding, March 31, 2024			344,121
Exercisable, March 31, 2024			303,160

Restricted Stock Units

Under the Company’s 2014 Plan and 2021 Plan, the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors. Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting. The RSUs 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 RSU activities during the three months ended March 31, 2024:

			Number of Units
Outstanding, December 31, 2023			408,451
Granted			—
Vested			(73,229)
Forfeited			(170,202)
Outstanding, March 31, 2024			165,020

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Stock Compensation Expense

For the three months ended March 31, 2024 and 2023, the Company recorded the following stock compensation in general and administrative expense (in thousands):

									Three Months Ended March 31,
															2024						2023
Stock options															$	104					$	169
Restricted stock units															444						471
Warrants															1						1
Total stock compensation expense															$	549					$	641

Management Agreement

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. Under the terms of the agreement, Mr. Elliott is 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 thousand 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 automatically renew on December 31, 2024. For the three months ended March 31, 2024 and 2023, the Company paid $79 thousand and $12 thousand under the agreement, respectively.

On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our former Chief Executive Officer and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company. 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 period of 13 months, in which 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 Mr. Pope 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/or 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 at which time his Management Agreement became effective. For the three months ended March 31, 2024, the Company paid $109 thousand under the agreement.

Contingencies

The Company assesses its exposure related to legal matters and other items that arise in the regular course of its business. If the Company determines that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated is recorded. The Company has not identified any legal matters that could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Purchase Commitments

The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. As of March 31, 2024, the total amount of such open inventory purchase orders was $25.8 million.

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There was no particular customer that accounted for greater than 10% of the Company's consolidated revenues for the three months ended March 31, 2024. For the three months ended March 31, 2023, there was one customer that accounted for greater than 10% of the Company’s consolidated revenues. Details are as follows:

Customer						Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2024						Accounts receivable from the customer as of March 31, 2024 (in thousands)						Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2023						Accounts receivable from the customer as of March 31, 2023 (in thousands)
1						—		%				$	—					14.1		%				$	3,362

For the three months ended March 31, 2024, the Company’s purchases were concentrated primarily with one vendor. For the three months ended March 31, 2023, the Company's purchases were not concentrated with any particular vendor. Details are as follows:

Vendor						Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2024						Accounts payable to the vendor as of March 31, 2024 (in thousands)						Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2023						Accounts payable (prepayment) to the vendors as of March 31, 2023 (in thousands)
1						47.6		%				$	12,166					—		%				$	—

The Company believes there are other suppliers that could be substituted should the above cited vendor become unavailable or non-competitive.

Information about our Company’s operations by operating segment is shown in the following tables (in thousands):

									Three Months Ended March 31,
															2024						2023
Revenue, net
Americas															$	17,530					$	21,066
EMEA															21,001						23,955
Rest of World															284						1,323
Eliminations and Adjustments (1)															(1,722)						(5,155)
Total Revenue, net															$	37,093					$	41,189
(Loss) Income from Operations
Americas															(3,791)						(147)
EMEA															146						(401)
Rest of World															9						408
Eliminations and Adjustments (1)															31						(40)
Total Loss from Operations															$	(3,605)					$	(180)

(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.

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			March 31, 2024						December 31, 2023
Identifiable Assets
Americas			$	60,402					$	69,749
EMEA			79,683						85,732
Rest of World			2,299						3,090
Total Identifiable Assets			$	142,384					$	158,571

On April 19, 2024, the Company entered into the sixth amendment with the Collateral Agent and Lender (the "Sixth Amendment"). The Sixth Amendment provided the Company with an additional $2.0 million working capital bridge loan on April 19, 2024 and agreed to provide the Company with an additional $3.0 million working capital bridge loan in June 2024, provided, that the Company is then in compliance with certain financial covenants (as defined in the Credit Agreement), including its Senior Leverage Ratio. The Company is required to pay a fee equal to 6.00% of the aggregate amount of borrowings under the Sixth Amendment. Both working capital bridge loans are due and payable in full on November 29, 2024.

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v3.24.1.u1

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-37564
Entity Registrant Name	BOXLIGHT CORPORATION
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	36-4794936
Entity Address, Address Line One	2750 Premiere Parkway, Suite 900
Entity Address, City or Town	Duluth
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	678
Local Phone Number	367-0809
Title of 12(b) Security	Common Stock
Trading Symbol	BOXL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,778,076
Entity Central Index Key	0001624512
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1

v3.24.1.u1

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net	$ 37,093	$ 41,189
Cost of revenues	24,278	26,041
Gross profit	12,815	15,148
Operating expense:
General and administrative	15,249	14,731
Research and development	1,171	597
Total operating expense	16,420	15,328
Loss from operations	(3,605)	(180)
Other (expense) income:
Interest expense, net	(2,607)	(2,447)
Other expense, net	(199)	(22)
Change in fair value of derivative liabilities	192	(224)
Total other expense	(2,614)	(2,693)
Loss before income taxes	(6,219)	(2,873)
Income tax expense	(870)	(51)
Net loss	(7,089)	(2,924)
Fixed dividends - Series B Preferred	(317)	(317)
Net loss attributable to common stockholders - basic	(7,406)	(3,241)
Net loss attributable to common stockholders - diluted	(7,406)	(3,241)
Comprehensive loss:
Net loss	(7,089)	(2,924)
Other comprehensive loss:
Foreign currency translation adjustment	(811)	558
Total comprehensive loss	$ (7,900)	$ (2,366)
Net loss per common share – basic, as adjusted (in dollars per share)	$ (0.76)	$ (0.35)
Net loss per common share - diluted, as adjusted (in dollars per share)	$ (0.76)	$ (0.35)
Weighted average number of common shares outstanding – basic, as adjusted (in shares)	9,714	9,366
Weighted average number of common shares outstanding – diluted, as adjusted (in shares)	9,714	9,366

v3.24.1.u1

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 11,812	$ 17,253
Accounts receivable – trade, net of allowances for credit losses of 357 and 421	26,519	29,523
Inventories, net of reserves	39,155	44,131
Prepaid expenses and other current assets	8,999	9,471
Total current assets	86,485	100,378
Property and equipment, net of accumulated depreciation	2,660	2,477
Operating lease right of use asset	8,544	8,846
Intangible assets, net of accumulated amortization	43,815	45,964
Other assets	880	906
Total assets	142,384	158,571
Current liabilities:
Accounts payable and accrued expenses	24,685	32,899
Short-term debt	1,055	1,037
Operating lease liabilities, current	1,917	1,827
Deferred revenues, current	8,876	8,698
Derivative liabilities	13	205
Other short-term liabilities	3,348	1,566
Total current liabilities	39,894	46,232
Deferred revenues, non-current	16,128	16,347
Long-term debt	37,401	39,134
Deferred tax liabilities, net	4,319	4,316
Operating lease liabilities, non-current	7,050	7,282
Total liabilities	104,792	113,311
Commitments and contingencies (Note 14)
Mezzanine equity:
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	0	0
Common stock, $0.0001 par value, 18,750,000 shares authorized; 9,777,725 and 9,704,496 Class A shares issued and outstanding, respectively	1	1
Additional paid-in capital	119,956	119,724
Accumulated deficit	(111,364)	(104,275)
Accumulated other comprehensive income	490	1,301
Total stockholders’ equity	9,083	16,751
Total liabilities and stockholders’ equity	142,384	158,571
Preferred stock Series B
Mezzanine equity:
Total mezzanine equity	16,146	16,146
Preferred stock Series C
Mezzanine equity:
Total mezzanine equity	$ 12,363	$ 12,363

v3.24.1.u1

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Allowance for credit losses	$ 357	$ 421
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	167,972	167,972
Preferred stock, shares outstanding (in shares)	167,972	167,972
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	18,750,000	18,750,000
Preferred stock Series B
Mezzanine equity, shares issued (in shares)	1,586,620	1,586,620
Mezzanine equity, shares outstanding (in shares)	1,586,620	1,586,620
Preferred stock Series C
Mezzanine equity, shares issued (in shares)	1,320,850	1,320,850
Mezzanine equity, shares outstanding (in shares)	1,320,850	1,320,850
Class A Common Stock
Common stock, shares authorized (in shares)	18,750,000
Common stock, shares issued (in shares)	9,777,725	9,704,496
Common stock, shares outstanding (in shares)	9,777,725	9,704,496

v3.24.1.u1

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative effect of change in accounting principle, net of tax	As Adjusted	Preferred Stock Series A Preferred Stock	Preferred Stock Series A Preferred Stock As Adjusted	Common Stock Class A Common Stock	Common Stock Class A Common Stock As Adjusted	Additional Paid-in Capital	Additional Paid-in Capital As Adjusted	Accumulated Other Comprehensive Income (loss)	Accumulated Other Comprehensive Income (loss) As Adjusted	Accumulated Deficit	Accumulated Deficit Cumulative effect of change in accounting principle, net of tax	Accumulated Deficit As Adjusted
Beginning balance (in shares) at Dec. 31, 2022				167,972	167,972	9,339,587	9,339,587
Beginning balance at Dec. 31, 2022	$ 51,893	$ (76)	$ 51,817	$ 0	$ 0	$ 1	$ 1	$ 117,849	$ 117,849	$ (914)	$ (914)	$ (65,043)	$ (76)	$ (65,119)
Shares issued for:
Vesting of restricted share units (in shares)						45,246
Stock compensation	627							627
Foreign currency translation	558									558
Fixed dividends Preferred Series B	(317)							(317)
Net loss	(2,924)											(2,924)
Ending balance (in shares) at Mar. 31, 2023				167,972		9,384,833
Ending balance at Mar. 31, 2023	49,761			$ 0		$ 1		118,159		(356)		(68,043)
Beginning balance (in shares) at Dec. 31, 2023				167,972		9,704,496
Beginning balance at Dec. 31, 2023	16,751			$ 0		$ 1		119,724		1,301		(104,275)
Shares issued for:
Vesting of restricted share units (in shares)						73,229
Stock compensation	549							549
Foreign currency translation	(811)									(811)
Fixed dividends Preferred Series B	(317)							(317)
Net loss	(7,089)											(7,089)
Ending balance (in shares) at Mar. 31, 2024				167,972		9,777,725
Ending balance at Mar. 31, 2024	$ 9,083			$ 0		$ 1		$ 119,956		$ 490		$ (111,364)

v3.24.1.u1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (7,089)	$ (2,924)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt premium, discount and issuance cost	592	456
Provision for credit losses	129	(10)
Changes in deferred tax assets and liabilities	(323)	(121)
Change in allowance for sales returns and volume rebates	(175)	90
Change in inventory reserve	86	294
Change in fair value of derivative liabilities	(192)	224
Stock compensation expense	549	641
Depreciation and amortization	2,069	2,263
Change in right of use assets and lease liabilities	1	160
Changes in operating assets and liabilities:
Accounts receivable – trade	2,947	(2,375)
Inventories	4,735	13,571
Prepaid expenses and other current assets	(1,086)	122
Other assets	22	(229)
Accounts payable and accrued expenses	(8,103)	(13,845)
Other liabilities	3,791	(49)
Deferred revenues	105	(171)
Net cash used in operating activities	(1,942)	(1,903)
Cash flows from investing activities:
Purchases of furniture and fixtures, net	(394)	(81)
Net cash used in investing activities	(394)	(81)
Cash flows from financing activities:
Principal payments on long term debt	(2,307)	(670)
Payments of fixed dividends to Series B Preferred stockholders	(317)	(317)
Net cash used in financing activities	(2,624)	(987)
Effect of foreign currency exchange rates	(481)	(346)
Net decrease in cash and cash equivalents	(5,441)	(3,317)
Cash and cash equivalents, beginning of the period	17,253	14,591
Cash and cash equivalents, end of the period	11,812	11,274
Supplemental cash flow disclosures:
Cash paid for income taxes	101	52
Cash paid for interest	1,806	1,975
Non-cash investing and financing transactions:
Addition of operating lease liabilities	$ 52	$ 26

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Boxlight Corporation, a Nevada Corporation (“Boxlight”), designs, produces and distributes interactive technology solutions for the education, corporate and government markets under its Clevertouch and Mimio brands. Boxlight’s solutions include interactive displays, audio and other accessory products, software, and professional services. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its direct and indirect wholly owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2023 balance sheet included herein was derived from the Company’s audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for 2023 contained in the 2023 Annual Report filed with the SEC on March 14, 2024, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to revenue, reserves, and allowances. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions. REVERSE STOCK SPLIT 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 share 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 condensed consolidated financial statements and the notes to the condensed 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 condensed 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-based compensation arrangements, and the conversion features on preferred shares. All of the agreements include 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 March 31, 2024. 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 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, decreased to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and 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. The Company was in compliance with all financial covenants at March 31, 2024. 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-Q. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. The Company has a good working relationship with its current banking partner. 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. 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 approximates its carrying value, excluding premiums, discounts, and issuance costs. 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. There were no transfers into or our of Level 3 measurements in 2024 and 2023. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): Description Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of March 31, 2024 Derivative liabilities - warrant instruments —  —  $ 13  $ 13  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  The following tables reconcile the beginning and ending balances of the warrant instruments within Level 3 of the fair value hierarchy: (in thousands) Balance, December 31, 2023 $ 205  Change in fair value of derivative liabilities (192) Balance, March 31, 2024 $ 13  (in thousands) Balance, December 31, 2022 $ 472  Change in fair value of derivative liabilities 224  Balance, March 31, 2023 $ 696  LOSS PER COMMON SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock 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 share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period giving effect to all potentially dilutive securities to the extent they are dilutive. The dilutive effect of options to purchase common stock, restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” 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. For the three months ended March 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 million shares issuable upon exercise of options to purchase common stock, 0.2 million of unvested shares of restricted stock and 1.4 million shares issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million shares issuable from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive. For the three month ended March 31, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.8 million shares from options to purchase shares of common stock and 0.3 million of unvested restricted stock units as well as 1.4 million shares of common stock issuable upon exercise of warrants. Additionally, potentially dilutive securities of 2.2 million from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive. REVENUE RECOGNITION 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 the products or services, have been transferred to its customers. Product revenue is derived from the sale of interactive devices 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, whiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 30-60 months. Software maintenance includes technical support, product updates performed on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers and, therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company 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 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 can receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying condensed 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 had no material contract assets as of March 31, 2024 or December 31, 2023. During the three months ended March 31, 2024 and March 31, 2023, respectively, the Company recognized $2.3 million and $2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2023 and December 31, 2022, respectively. Variable Consideration The Company’s otherwise fixed consideration may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company 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 the three months ended March 31, 2024 related to changes in estimated variable consideration that existed at December 31, 2023. 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 March 31, 2024 and December 31, 2023, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $25.0 million. The Company expects to recognize revenue on 35.5% of the remaining performance obligations during the next 12 months, 28.8% in the following 12 months, 20.5% in the 12 months ended March 31, 2026, 11.4% in the 12 months ended March 31, 2027, with the remaining 3.8% 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 contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software which comes pre-installed on an interactive device is transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over three to five years from the contract execution date as measured based upon the passage of time. Three Months Ended March 31, (in thousands) 2024 2023 Product revenue $ 34,435  $ 38,681  Service revenue 2,658  2,508  Total revenues, net $ 37,093  $ 41,189  Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria: •The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify; •The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and •The costs are expected to be recovered. Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying condensed consolidated balance sheets. Total deferred commissions, net of accumulated amortization, as of March 31, 2024 and December 31, 2023 was $0.6 million. The Company has not historically incurred any material fulfillment cost that meet the criteria for capitalization. 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. The Company’s operations are 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. ACCOUNTING STANDARDS PENDING ADOPTION 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. The adoption of this ASU is not expected to result in significant changes to the Company's current segment disclosures. 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.

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ACCOUNTS RECEIVABLE - TRADE	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
ACCOUNTS RECEIVABLE - TRADE	ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024   2023 Accounts receivable – trade $ 29,827  $ 33,089  Allowance for credit losses (357) (421) Allowance for sales returns and volume rebates (2,951) (3,145) Accounts receivable - trade, net of allowances $ 26,519  $ 29,523

v3.24.1.u1

INVENTORIES	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Finished goods $ 40,711  $ 45,461  Spare parts 1,071  1,221  Reserve for inventory obsolescence (2,627) (2,551) Inventories, net $ 39,155  $ 44,131

v3.24.1.u1

PREPAID EXPENSES AND OTHER CURRENT ASSETS	3 Months Ended
	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Prepayments to vendors $ 2,805  $ 3,176  Prepaid licenses and other 6,194  6,295  Prepaid expenses and other current assets $ 8,999  $ 9,471  Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 are net of reserves of $1.4 million related to vendor receivables.

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INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	INTANGIBLE ASSETS Intangible Assets Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Useful lives 2024 2023 INTANGIBLE ASSETS Patents 4-10 years $ 182  $ 182  Customer relationships 8-15 years 52,330  52,588  Technology 3-5 years 8,914  8,944  Domain 7 years 14  14  Non-compete 3 years 391  391  Tradenames 2-10 years 12,725  12,723  Intangible assets, at cost 74,556  74,842  Accumulated amortization (30,741) (28,878) Intangible assets, net of accumulated amortization $ 43,815  $ 45,964  For the three months ended March 31, 2024 and 2023, the Company recorded amortization expense of $1.9 million and $2.1 million, respectively. Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately ($0.5) million as of March 31, 2024 and ($0.1) million as of December 31, 2023.

v3.24.1.u1

LEASES	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	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. As of March 31, 2024, the Company had no leases classified as finance leases. The Company is currently not a lessor in any lease arrangement. Operating lease expense was $630 thousand and $564 thousand for the three months ended March 31, 2024 and 2023, respectively. Variable and short-term lease cost was $528 thousand for the three months ended March 31, 2024. Variable and short-term lease cost were not material for the three months ended March 31, 2023. Cash paid for amounts included in the measurement of lease liabilities was $466 thousand and $621 thousand for the three months ended March 31, 2024 and 2023, respectively. Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands): Fiscal year ended, 2024 $ 1,509  2025 2,090  2026 1,661  2027 1,091  2028 831  Thereafter 6,708  Total lease liabilities 13,890  Less: Imputed interest (4,923) Present value of lease liabilities $ 8,967  The following is supplemental lease information as of March 31, 2024 and December 31, 2023: 2024 2023 Weighted-average remaining lease term (years) 10.0 9.9 Weighted-average discount rate 10.5  % 10.8  %

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Accounts payable $ 18,754  $ 27,448  Accrued expenses and other 5,808  5,106  Other 123  345  Accounts payable and accrued expenses $ 24,685  $ 32,899

v3.24.1.u1

DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	DEBT The following is a summary of the Company’s debt as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Debt – Third Parties     Paycheck Protection Program $ 58  $ 72  Note payable - Whitehawk 40,913  43,206  Total debt 40,971  43,278  Less: Premium, discount and issuance costs 2,515  3,107  Current portion of debt 1,055  1,037  Long-term debt $ 37,401  $ 39,134  Total debt (net of premium, discount and issuance costs) $ 38,456  $ 40,171  Debt - Third Parties: Whitehawk Finance LLC In order to finance the acquisition of FrontRow Calypso LLC (“FrontRow”), which closed on December 31, 2021, and to refinance the Company's then existing note payable, 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 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 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, 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. The Fourth Amendment made no other changes to the Credit Agreement. 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. During the three months ended March 31, 2024, the Company repaid principal of $2.3 million and interest of $1.8 million to Whitehawk. 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 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. The Company was in compliance with all financial covenants as of March 31, 2024. 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. 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.

v3.24.1.u1

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	DERIVATIVE LIABILITIES The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period. The Company used a Monte Carlo Simulation model to determine the fair value of the derivative liabilities as of March 31, 2024 and December 31, 2023. March 31, 2024 Common stock issuable upon exercise of warrants 464,385 Market value of common stock on measurement date $ 0.65  Exercise price $ 8.80  Risk free interest rate (1) 4.35  % Expected life in years 2.75 years Expected volatility (2) 76.0  % Expected dividend yields (3) —  % 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 years Expected volatility (2) 114.0  % Expected dividend yields (3) —  % (1)The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2)The historical trading volatility 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.

v3.24.1.u1

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands): Three Months Ended March 31, 2024   2023 United States $ (6,109) $ (3,515) Foreign (110) 642  Total pretax book loss $ (6,219) $ (2,873) The Company recorded income tax expense of $0.9 million and $51 thousand for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate was (14.0)% and (1.8)% for the three months ended March 31, 2024 and 2023. The negative year to date effective tax rate is due to the Company paying income taxes in various jurisdictions while incurring a worldwide net loss. The increase in income tax expense year-over-year is primarily due to higher U.S. taxes related to interest expense and increased net operating loss ("NOL") limitations for the three months ended March 31, 2024 as compared to the prior year. 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 legacy Boxlight entities are in a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions, primarily driven by its net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize its U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income. Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at March 31, 2024 and December 31, 2023. 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. 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. The tax years from 2009 to 2023 remain open to examination in the U.S. federal jurisdiction and in most U.S. state jurisdictions. The tax years from 2021 to 2023 remain open to examination in the U.K. Statutes of limitations vary in other immaterial jurisdictions. During the second quarter of 2021, the Company became aware of a potential state tax exposure for failure to file minimum tax returns in a state for several years. The Company has recorded an exposure item of $89 thousand for its best estimate of the amount for which it will settle the exposure. This amount includes $24 thousand of income tax and $65 thousand of penalties and interest. The Company has not identified any other material uncertain tax positions during the three months ended March 31, 2024. The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax rate by January 1, 2025. We are currently evaluating the potential impact of the rules on our consolidated financial statements and related disclosures.

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EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
EQUITY	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, with such 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 to be designated 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, the Company issued 250,000 shares of the Company’s non-voting convertible Series A preferred stock to Vert Capital for the acquisition of Genesis. As of March 31, 2024, 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 Holding Limited ("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 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”). Such conversion may occur either (i) at the option of the holder at any time after January 1, 2024, or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). The Series C preferred stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026, or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price). To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B preferred stock shall be redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days prior written notice to the holders, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C preferred stock is also subject to redemption on the same terms commencing January 1, 2026. 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. As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as mezzanine or temporary equity in the Company’s condensed consolidated balance sheet. As of March 31, 2024, a total of 1,586,620 and 1,320,850 shares of Series B and C preferred stock remained outstanding, respectively. Common Stock The Company’s authorized common stock consists of 1) 18,750,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock would automatically convert into shares of Class A common stock. As of March 31, 2024 and December 31, 2023, the Company had 9,777,725 and 9,704,496 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding as of March 31, 2024 or December 31, 2023. Warrants The Company had equity warrants outstanding of 921,462 and 921,306 as of March 31, 2024 and December 31, 2023, respectively. 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 March 31, 2024, the Company has not utilized the Repurchase Program.

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STOCK COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK COMPENSATION	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 March 2022, 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. During the year ended December 31, 2023, the Company cancelled 384,340 shares of previously issued awards such that the Company is under the authorized number of share awards. Stock Options Under the Company’s stock option program, pursuant to the 2014 Plan and 2021 Plan, employees may be eligible to receive awards that provides the opportunity in the future to purchase the Company’s shares at the market price of the stock on the date the award is granted (the strike price). Following the issuance, such options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through compensation expense. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur. The following is a summary of the option activities during the three months ended March 31, 2024: Number of Units Outstanding, December 31, 2023 348,259  Granted —  Exercised —  Forfeited (4,138) Outstanding, March 31, 2024 344,121  Exercisable, March 31, 2024 303,160  Restricted Stock Units Under the Company’s 2014 Plan and 2021 Plan, the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors. Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting. The RSUs 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 RSU activities during the three months ended March 31, 2024: Number of Units Outstanding, December 31, 2023 408,451  Granted —  Vested (73,229) Forfeited (170,202) Outstanding, March 31, 2024 165,020  Stock Compensation Expense For the three months ended March 31, 2024 and 2023, the Company recorded the following stock compensation in general and administrative expense (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 104  $ 169  Restricted stock units 444  471  Warrants 1  1  Total stock compensation expense $ 549  $ 641

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RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Management Agreement 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. Under the terms of the agreement, Mr. Elliott is 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 thousand 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 automatically renew on December 31, 2024. For the three months ended March 31, 2024 and 2023, the Company paid $79 thousand and $12 thousand under the agreement, respectively. On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our former Chief Executive Officer and Chairman, Michael Pope. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company. 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 period of 13 months, in which 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 Mr. Pope 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/or 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 at which time his Management Agreement became effective. For the three months ended March 31, 2024, the Company paid $109 thousand under the agreement.

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COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Contingencies The Company assesses its exposure related to legal matters and other items that arise in the regular course of its business. If the Company determines that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated is recorded. The Company has not identified any legal matters that could have a material adverse effect on our consolidated results of operations, financial position or cash flows. Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. As of March 31, 2024, the total amount of such open inventory purchase orders was $25.8 million.

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CUSTOMER AND SUPPLIER CONCENTRATION	3 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
CUSTOMER AND SUPPLIER CONCENTRATION	CUSTOMER AND SUPPLIER CONCENTRATION There was no particular customer that accounted for greater than 10% of the Company's consolidated revenues for the three months ended March 31, 2024. For the three months ended March 31, 2023, there was one customer that accounted for greater than 10% of the Company’s consolidated revenues. Details are as follows: Customer Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2024 Accounts receivable from the customer as of March 31, 2024 (in thousands) Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2023 Accounts receivable from the customer as of March 31, 2023 (in thousands) 1 —  % $ —  14.1  % $ 3,362  For the three months ended March 31, 2024, the Company’s purchases were concentrated primarily with one vendor. For the three months ended March 31, 2023, the Company's purchases were not concentrated with any particular vendor. Details are as follows: Vendor Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2024 Accounts payable to the vendor as of March 31, 2024 (in thousands) Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2023 Accounts payable (prepayment) to the vendors as of March 31, 2023 (in thousands) 1 47.6  % $ 12,166  —  % $ —  The Company believes there are other suppliers that could be substituted should the above cited vendor become unavailable or non-competitive.

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SEGMENTS	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS Information about our Company’s operations by operating segment is shown in the following tables (in thousands): Three Months Ended March 31, 2024 2023 Revenue, net Americas $ 17,530  $ 21,066  EMEA 21,001  23,955  Rest of World 284  1,323  Eliminations and Adjustments (1) (1,722) (5,155) Total Revenue, net $ 37,093  $ 41,189  (Loss) Income from Operations Americas (3,791) (147) EMEA 146  (401) Rest of World 9  408  Eliminations and Adjustments (1) 31  (40) Total Loss from Operations $ (3,605) $ (180) (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. March 31, 2024 December 31, 2023 Identifiable Assets Americas $ 60,402  $ 69,749  EMEA 79,683  85,732  Rest of World 2,299  3,090  Total Identifiable Assets $ 142,384  $ 158,571

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SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On April 19, 2024, the Company entered into the sixth amendment with the Collateral Agent and Lender (the "Sixth Amendment"). The Sixth Amendment provided the Company with an additional $2.0 million working capital bridge loan on April 19, 2024 and agreed to provide the Company with an additional $3.0 million working capital bridge loan in June 2024, provided, that the Company is then in compliance with certain financial covenants (as defined in the Credit Agreement), including its Senior Leverage Ratio. The Company is required to pay a fee equal to 6.00% of the aggregate amount of borrowings under the Sixth Amendment. Both working capital bridge loans are due and payable in full on November 29, 2024.

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ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS Boxlight Corporation, a Nevada Corporation (“Boxlight”), designs, produces and distributes interactive technology solutions for the education, corporate and government markets under its Clevertouch and Mimio brands. Boxlight’s solutions include interactive displays, audio and other accessory products, software, and professional services.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its direct and indirect wholly owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2023 balance sheet included herein was derived from the Company’s audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements.
ESTIMATES AND ASSUMPTIONS	ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for 2023 contained in the 2023 Annual Report filed with the SEC on March 14, 2024, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to revenue, reserves, and allowances. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions.
REVERSE STOCK SPLIT	REVERSE STOCK SPLIT 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 share 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 condensed consolidated financial statements and the notes to the condensed 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 condensed 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-based compensation arrangements, and the conversion features on preferred shares. All of the agreements include 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 March 31, 2024.
FAIR VALUE OF FINANCIAL INSTRUMENTS	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 approximates its carrying value, excluding premiums, discounts, and issuance costs. 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.
LOSS PER COMMON SHARE	LOSS PER COMMON SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock 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 share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period giving effect to all potentially dilutive securities to the extent they are dilutive. The dilutive effect of options to purchase common stock, restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” 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.
REVENUE RECOGNITION	REVENUE RECOGNITION 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 the products or services, have been transferred to its customers. Product revenue is derived from the sale of interactive devices 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, whiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 30-60 months. Software maintenance includes technical support, product updates performed on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers and, therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company 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 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 can receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets in accordance with Topic 606. Contract liabilities are reflected in deferred revenue in the accompanying condensed 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 had no material contract assets as of March 31, 2024 or December 31, 2023. During the three months ended March 31, 2024 and March 31, 2023, respectively, the Company recognized $2.3 million and $2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2023 and December 31, 2022, respectively. Variable Consideration The Company’s otherwise fixed consideration may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company 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 the three months ended March 31, 2024 related to changes in estimated variable consideration that existed at December 31, 2023. 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 March 31, 2024 and December 31, 2023, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $25.0 million. The Company expects to recognize revenue on 35.5% of the remaining performance obligations during the next 12 months, 28.8% in the following 12 months, 20.5% in the 12 months ended March 31, 2026, 11.4% in the 12 months ended March 31, 2027, with the remaining 3.8% 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 contracts). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software which comes pre-installed on an interactive device is transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over three to five years from the contract execution date as measured based upon the passage of time. Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria: •The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify; •The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and •The costs are expected to be recovered. Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying condensed consolidated balance sheets. Total deferred commissions, net of accumulated amortization, as of March 31, 2024 and December 31, 2023 was $0.6 million. The Company has not historically incurred any material fulfillment cost that meet the criteria for capitalization.
SEGMENT REPORTING	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. The Company’s operations are 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.
ACCOUNTING STANDARDS PENDING ADOPTION	ACCOUNTING STANDARDS PENDING ADOPTION 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. The adoption of this ASU is not expected to result in significant changes to the Company's current segment disclosures. 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.

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ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF FINANCIAL LIABILITIES MEASURED ON A RECURRING BASIS	The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): Description Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of March 31, 2024 Derivative liabilities - warrant instruments —  —  $ 13  $ 13  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
SUMMARY OF WARRANT INSTRUMENTS ROLLFORWARD	The following tables reconcile the beginning and ending balances of the warrant instruments within Level 3 of the fair value hierarchy: (in thousands) Balance, December 31, 2023 $ 205  Change in fair value of derivative liabilities (192) Balance, March 31, 2024 $ 13  (in thousands) Balance, December 31, 2022 $ 472  Change in fair value of derivative liabilities 224  Balance, March 31, 2023 $ 696
SCHEDULE OF DISAGGREGATED REVENUE	Three Months Ended March 31, (in thousands) 2024 2023 Product revenue $ 34,435  $ 38,681  Service revenue 2,658  2,508  Total revenues, net $ 37,093  $ 41,189

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ACCOUNTS RECEIVABLE - TRADE (Tables)	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE - TRADE	Accounts receivable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024   2023 Accounts receivable – trade $ 29,827  $ 33,089  Allowance for credit losses (357) (421) Allowance for sales returns and volume rebates (2,951) (3,145) Accounts receivable - trade, net of allowances $ 26,519  $ 29,523

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INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORIES	Inventories consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Finished goods $ 40,711  $ 45,461  Spare parts 1,071  1,221  Reserve for inventory obsolescence (2,627) (2,551) Inventories, net $ 39,155  $ 44,131

v3.24.1.u1

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	3 Months Ended
	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	Prepaid expenses and other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Prepayments to vendors $ 2,805  $ 3,176  Prepaid licenses and other 6,194  6,295  Prepaid expenses and other current assets $ 8,999  $ 9,471

v3.24.1.u1

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Useful lives 2024 2023 INTANGIBLE ASSETS Patents 4-10 years $ 182  $ 182  Customer relationships 8-15 years 52,330  52,588  Technology 3-5 years 8,914  8,944  Domain 7 years 14  14  Non-compete 3 years 391  391  Tradenames 2-10 years 12,725  12,723  Intangible assets, at cost 74,556  74,842  Accumulated amortization (30,741) (28,878) Intangible assets, net of accumulated amortization $ 43,815  $ 45,964

v3.24.1.u1

LEASES (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
SCHEDULE OF FUTURE OPERATING LEASE LIABILITIES	Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands): Fiscal year ended, 2024 $ 1,509  2025 2,090  2026 1,661  2027 1,091  2028 831  Thereafter 6,708  Total lease liabilities 13,890  Less: Imputed interest (4,923) Present value of lease liabilities $ 8,967
SCHEDULE OF SUPPLEMENTAL LEASE INFORMATION	The following is supplemental lease information as of March 31, 2024 and December 31, 2023: 2024 2023 Weighted-average remaining lease term (years) 10.0 9.9 Weighted-average discount rate 10.5  % 10.8  %

v3.24.1.u1

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Accounts payable and accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Accounts payable $ 18,754  $ 27,448  Accrued expenses and other 5,808  5,106  Other 123  345  Accounts payable and accrued expenses $ 24,685  $ 32,899

v3.24.1.u1

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	The following is a summary of the Company’s debt as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Debt – Third Parties     Paycheck Protection Program $ 58  $ 72  Note payable - Whitehawk 40,913  43,206  Total debt 40,971  43,278  Less: Premium, discount and issuance costs 2,515  3,107  Current portion of debt 1,055  1,037  Long-term debt $ 37,401  $ 39,134  Total debt (net of premium, discount and issuance costs) $ 38,456  $ 40,171

v3.24.1.u1

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES	March 31, 2024 Common stock issuable upon exercise of warrants 464,385 Market value of common stock on measurement date $ 0.65  Exercise price $ 8.80  Risk free interest rate (1) 4.35  % Expected life in years 2.75 years Expected volatility (2) 76.0  % Expected dividend yields (3) —  % 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 years Expected volatility (2) 114.0  % Expected dividend yields (3) —  % (1)The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2)The historical trading volatility 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.

v3.24.1.u1

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
SCHEDULE OF PRETAX INCOME (LOSS)	Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands): Three Months Ended March 31, 2024   2023 United States $ (6,109) $ (3,515) Foreign (110) 642  Total pretax book loss $ (6,219) $ (2,873)

v3.24.1.u1

STOCK COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF OPTION ACTIVITIES	The following is a summary of the option activities during the three months ended March 31, 2024: Number of Units Outstanding, December 31, 2023 348,259  Granted —  Exercised —  Forfeited (4,138) Outstanding, March 31, 2024 344,121  Exercisable, March 31, 2024 303,160
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITIES	The following is a summary of the RSU activities during the three months ended March 31, 2024: Number of Units Outstanding, December 31, 2023 408,451  Granted —  Vested (73,229) Forfeited (170,202) Outstanding, March 31, 2024 165,020
SCHEDULE OF STOCK COMPENSATION EXPENSE	For the three months ended March 31, 2024 and 2023, the Company recorded the following stock compensation in general and administrative expense (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 104  $ 169  Restricted stock units 444  471  Warrants 1  1  Total stock compensation expense $ 549  $ 641

v3.24.1.u1

CUSTOMER AND SUPPLIER CONCENTRATION (Tables)	3 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
SCHEDULE OF CONCENTRATION RISK	Details are as follows: Customer Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2024 Accounts receivable from the customer as of March 31, 2024 (in thousands) Total revenues from the customer as a percentage of total revenues for the three months ended March 31, 2023 Accounts receivable from the customer as of March 31, 2023 (in thousands) 1 —  % $ —  14.1  % $ 3,362  Details are as follows: Vendor Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2024 Accounts payable to the vendor as of March 31, 2024 (in thousands) Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2023 Accounts payable (prepayment) to the vendors as of March 31, 2023 (in thousands) 1 47.6  % $ 12,166  —  % $ —

v3.24.1.u1

SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SCHEDULE OF INFORMATION BY OPERATING SEGMENTS	Information about our Company’s operations by operating segment is shown in the following tables (in thousands): Three Months Ended March 31, 2024 2023 Revenue, net Americas $ 17,530  $ 21,066  EMEA 21,001  23,955  Rest of World 284  1,323  Eliminations and Adjustments (1) (1,722) (5,155) Total Revenue, net $ 37,093  $ 41,189  (Loss) Income from Operations Americas (3,791) (147) EMEA 146  (401) Rest of World 9  408  Eliminations and Adjustments (1) 31  (40) Total Loss from Operations $ (3,605) $ (180) (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. March 31, 2024 December 31, 2023 Identifiable Assets Americas $ 60,402  $ 69,749  EMEA 79,683  85,732  Rest of World 2,299  3,090  Total Identifiable Assets $ 142,384  $ 158,571

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - REVERSE STOCK SPLIT (Details) $ in Thousands	Jun. 14, 2023 USD ($) shares	May 08, 2024 shares	Mar. 31, 2024 shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			18,750,000	18,750,000
Preferred stock, shares authorized (in shares)	50,000,000		50,000,000	50,000,000
Adjustment to additional paid in capital for reverse stock split | $	$ 6
Class A common stock
Class of Stock [Line Items]
Reverse stock split conversion ratio	0.125
Common stock, shares authorized (in shares)	18,750,000		18,750,000
Reverse stock split fractional adjustment (in shares)	33,414
Common stock, shares outstanding (in shares)			9,777,725	9,704,496
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000		50,000,000
Common stock, shares outstanding (in shares)			0	0
Class B common stock | Subsequent event
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)		0

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - GOING CONCERN (Details)	Sep. 25, 2020 $ / shares	Mar. 14, 2024	Apr. 24, 2023
Preferred stock Series B
Debt Instrument [Line Items]
Temporary equity, notice period for redemption	30 days
Temporary equity, redemption price per share (in dollars per share)	$ 10.00
Credit agreement | Whitehawk, Inc | Senior Leverage Ratio at December 31, 2023
Debt Instrument [Line Items]
Leverage ratio			2.50
Credit agreement | Whitehawk, Inc | Senior Leverage Ratio at March 31, 2024
Debt Instrument [Line Items]
Leverage ratio		6.00	2.00
Credit agreement | Whitehawk, Inc | Senior Leverage Ratio at June 30, 2024
Debt Instrument [Line Items]
Leverage ratio		2.00	2.00
Credit agreement | Whitehawk, Inc | Senior Leverage Ratio after June 30, 2024
Debt Instrument [Line Items]
Leverage ratio		1.75	1.75

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 13	$ 205	$ 696	$ 472
Warrant instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	13	205
Significant Unobservable Inputs (Level 3) | Warrant instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 13	$ 205

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - WARRANT INSTRUMENTS ROLLFORWARD (Details) - Fair Value, Recurring - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 205	$ 472
Change in fair value of derivative liabilities	(192)	224
Ending balance	$ 13	$ 696

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - LOSS PER COMMON SHARE (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted earnings per share due	0.3	0.8
Unvested restricted shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted earnings per share due	0.2	0.3
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted earnings per share due	1.4	1.4
Converted preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted earnings per share due	2.2	2.2

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - REVENUE RECOGNITION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized which was previously deferred	$ 2.3	$ 2.1
Remaining performance obligations	25.0		$ 25.0
Deferred commissions, net of accumulated amortization	$ 0.6		$ 0.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations (as a percent)	35.50%
Remaining performance obligation period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations (as a percent)	28.80%
Remaining performance obligation period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations (as a percent)	20.50%
Remaining performance obligation period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations (as a percent)	11.40%
Remaining performance obligation period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations (as a percent)	3.80%
Remaining performance obligation period
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period fees are due for adjustable rebate contracts	30 days
Duration over which software maintenance, hardware maintenance, and subscription services are generally transferred	3 years
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period fees are due for adjustable rebate contracts	60 days
Duration over which software maintenance, hardware maintenance, and subscription services are generally transferred	5 years
Interactive devices | Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Hardware maintenance services terms (in months)	30 months
Interactive devices | Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Hardware maintenance services terms (in months)	60 months
Non-interactive projectors
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Hardware maintenance services terms (in months)	60 months

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenues, net	$ 37,093	$ 41,189
Product revenue
Disaggregation of Revenue [Line Items]
Total revenues, net	34,435	38,681
Service revenue
Disaggregation of Revenue [Line Items]
Total revenues, net	$ 2,658	$ 2,508

v3.24.1.u1

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - SEGMENT REPORTING (Details)	3 Months Ended
	Mar. 31, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

v3.24.1.u1

ACCOUNTS RECEIVABLE - TRADE (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable – trade	$ 29,827	$ 33,089
Allowance for credit losses	(357)	(421)
Allowance for sales returns and volume rebates	(2,951)	(3,145)
Accounts receivable - trade, net of allowances	$ 26,519	$ 29,523

v3.24.1.u1

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Finished goods	$ 40,711	$ 45,461
Spare parts	1,071	1,221
Reserve for inventory obsolescence	(2,627)	(2,551)
Inventories, net	$ 39,155	$ 44,131

v3.24.1.u1

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepayments to vendors	$ 2,805	$ 3,176
Prepaid licenses and other	6,194	6,295
Prepaid expenses and other current assets	8,999	9,471
Reserves related to vendor receivables	$ 1,400	$ 1,400

v3.24.1.u1

INTANGIBLE ASSETS - SUMMARY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets
Intangible assets, at cost	$ 74,556	$ 74,842
Accumulated amortization	(30,741)	(28,878)
Intangible assets, net of accumulated amortization	43,815	45,964
Patents
Finite-Lived Intangible Assets
Intangible assets, at cost	$ 182	182
Patents | Minimum
Finite-Lived Intangible Assets
Useful lives	4 years
Patents | Maximum
Finite-Lived Intangible Assets
Useful lives	10 years
Customer relationships
Finite-Lived Intangible Assets
Intangible assets, at cost	$ 52,330	52,588
Customer relationships | Minimum
Finite-Lived Intangible Assets
Useful lives	8 years
Customer relationships | Maximum
Finite-Lived Intangible Assets
Useful lives	15 years
Technology
Finite-Lived Intangible Assets
Intangible assets, at cost	$ 8,914	8,944
Technology | Minimum
Finite-Lived Intangible Assets
Useful lives	3 years
Technology | Maximum
Finite-Lived Intangible Assets
Useful lives	5 years
Domain
Finite-Lived Intangible Assets
Useful lives	7 years
Intangible assets, at cost	$ 14	14
Non-compete
Finite-Lived Intangible Assets
Useful lives	3 years
Intangible assets, at cost	$ 391	391
Tradenames
Finite-Lived Intangible Assets
Intangible assets, at cost	$ 12,725	$ 12,723
Tradenames | Minimum
Finite-Lived Intangible Assets
Useful lives	2 years
Tradenames | Maximum
Finite-Lived Intangible Assets
Useful lives	10 years

v3.24.1.u1

INTANGIBLE ASSETS - NARRATIVE (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1.9	$ 2.1
Reduction to gross carrying amount of recognized intangible assets due to translation adjustments	$ (0.5)		$ (0.1)

v3.24.1.u1

LEASES - NARRATIVE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 630	$ 564
Variable lease costs and short-term lease cost	528	0
Cash paid for amounts included in the measurement of lease liabilities	$ 466	$ 621
Maximum
Lessee, Lease, Description [Line Items]
Initial lease term (in years)	5 years

v3.24.1.u1

LEASES - SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024	$ 1,509
2025	2,090
2026	1,661
2027	1,091
2028	831
Thereafter	6,708
Total lease liabilities	13,890
Less imputed interest	(4,923)
Present value of lease liabilities	$ 8,967

v3.24.1.u1

LEASES - SUPPLEMENTAL LEASE INFORMATION (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term (years)	10 years	9 years 10 months 24 days
Weighted-average discount rate	10.50%	10.80%

v3.24.1.u1

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 18,754	$ 27,448
Accrued expenses and other	5,808	5,106
Other	123	345
Accounts payable and accrued expenses	$ 24,685	$ 32,899

v3.24.1.u1

DEBT - SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 40,971	$ 43,278
Less: Premium, discount and issuance costs	2,515	3,107
Current portion of debt	1,055	1,037
Long-term debt	37,401	39,134
Total debt (net of premium, discount and issuance costs)	38,456	40,171
Paycheck Protection Program
Debt Instrument [Line Items]
Total debt	58	72
Note payable | Whitehawk, Inc
Debt Instrument [Line Items]
Total debt	$ 40,913	$ 43,206

v3.24.1.u1

DEBT - WHITEHAWK FINANCE LLC (Details) $ / shares in Units, $ in Thousands							1 Months Ended		3 Months Ended
	Jul. 20, 2023 USD ($)	Jun. 26, 2023	Apr. 24, 2023 USD ($)	Jun. 21, 2022 USD ($)	Apr. 04, 2022 USD ($)	Dec. 31, 2021 USD ($) day $ / shares shares	Feb. 29, 2024 USD ($)	Jan. 31, 2022 shares	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 14, 2024	Dec. 31, 2023 USD ($) shares	Jul. 22, 2022 $ / shares shares	Jun. 20, 2022	Mar. 31, 2022 $ / shares shares
Debt Instrument [Line Items]
Long-term debt									$ 38,456			$ 40,171
Repayment of interest									$ 1,806	$ 1,975
Common stock issuable upon exercise of warrants (in shares) | shares									464,385			464,385
Credit agreement
Debt Instrument [Line Items]
Change of control, voting percentage				40.00%										33.00%
Whitehawk, Inc
Debt Instrument [Line Items]
Repayment of debt									$ 2,300
Repayment of interest									$ 1,800
Warrants exercise price (in dollars per share) | $ / shares															$ 9.52
Share price (in dollars per share) | $ / shares													$ 8.80
Percentage of fees payable						3.00%
Fees payable threshold amount						$ 1,800
Shares issued discount						$ 500
Number of warrants after repricing (in shares) | shares													464,385		429,263
Whitehawk, Inc | Class A Common Stock
Debt Instrument [Line Items]
New issues (in shares) | shares								66,022
Common stock issuable upon exercise of warrants (in shares) | shares						255,411
Percentage of increase in issue of warrants						3.00%
Warrants exercise price (in dollars per share) | $ / shares						$ 16.00
Trading days for warrant repricing | day						30
Share price (in dollars per share) | $ / shares						$ 16.00
Agency fees, legal fees, and other costs						$ 1,700
Whitehawk, Inc | SOFR
Debt Instrument [Line Items]
Basis spread on interest rate floor		1.00%
Whitehawk, Inc | Credit agreement
Debt Instrument [Line Items]
Forbearance on advances granted the Loan Parties					$ 3,500
Interest rate reduction on debt instrument					0.50%
EBITDA coverage ratio required to be maintained					1.75
Repayment of debt							$ 1,700
Pre-payment penalty							$ 100
Whitehawk, Inc | Credit agreement | After March 31, 2022 and Senior leverage ratio is less than 2.25
Debt Instrument [Line Items]
Leverage ratio						2.25
Whitehawk, Inc | Credit agreement | Senior Leverage Ratio at March 31, 2024
Debt Instrument [Line Items]
Leverage ratio			2.00								6.00
Whitehawk, Inc | Credit agreement | Senior Leverage Ratio at June 30, 2024
Debt Instrument [Line Items]
Leverage ratio			2.00								2.00
Whitehawk, Inc | Credit agreement | Senior Leverage Ratio after June 30, 2024
Debt Instrument [Line Items]
Leverage ratio			1.75								1.75
Whitehawk, Inc | Credit agreement | LIBOR
Debt Instrument [Line Items]
Basis spread on interest rate				13.25%	9.75%
Whitehawk, Inc | Credit agreement | LIBOR | Prior to March 31, 2022 and Senior leverage ratio is greater than or equal to 2.25
Debt Instrument [Line Items]
Basis spread on interest rate						10.75%
Whitehawk, Inc | Credit agreement | LIBOR | After March 31, 2022 and Senior leverage ratio is less than 2.25
Debt Instrument [Line Items]
Basis spread on interest rate						10.25%
Whitehawk, Inc | Credit agreement | Reference Rate
Debt Instrument [Line Items]
Basis spread on interest rate				12.25%
Whitehawk, Inc | Initial Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 68,500
Proceeds from long-term debt						58,500
Face amount of debt					$ 8,500
Long-term debt						40,000
Repayment of debt not eligible for prepayment premiums					5,000
Whitehawk, Inc | Initial Loan Subject to Repayment on February 28, 2022
Debt Instrument [Line Items]
Face amount of debt					$ 8,500	8,500
Repaid principal						625
Whitehawk, Inc | Delayed draw term loan
Debt Instrument [Line Items]
Face amount of debt				$ 2,500
Proceeds from financing			$ 3,000
Repayments of lines of credit	$ 3,000
Pre-payment penalties or premiums for extinguishment of debt	$ 0
Whitehawk, Inc | Delayed draw term loan | Maximum
Debt Instrument [Line Items]
Face amount of debt						$ 10,000

v3.24.1.u1

DERIVATIVE LIABILITIES (Details)	Mar. 31, 2024 $ / shares year shares	Dec. 31, 2023 year $ / shares shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common stock issuable upon exercise of warrants (in shares) | shares	464,385	464,385
Market value of common stock on measurement date (in dollars per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.65	1.07
Exercise price (in dollars per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	8.80	8.80
Risk free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.0435	0.0393
Expected life in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | year	2.75	3
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.760	1.140
Expected dividend yields
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0	0

v3.24.1.u1

INCOME TAXES - SCHEDULE OF PRETAX INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Taxes [Line Items]
Total pretax book loss	$ (6,219)	$ (2,873)
United States
Income Taxes [Line Items]
Total pretax book loss	(6,109)	(3,515)
Foreign
Income Taxes [Line Items]
Total pretax book loss	$ (110)	$ 642

v3.24.1.u1

INCOME TAXES - NARRATIVE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 870	$ 51
Effective tax rate	(14.00%)	(1.80%)
Estimated tax exposure			$ 89
Income tax expense related to tax exposure			24
Penalties and interest related to tax exposure			$ 65

v3.24.1.u1

EQUITY - PREFERRED SHARES (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Jun. 14, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	250,000
Preferred stock, par value (in dollars per share)	$ 0.0001
Series B preferred stock
Class of Stock [Line Items]
Temporary equity, shares authorized (in shares)	1,586,620
Temporary equity, par value (in dollars per share)	$ 0.0001
Series C preferred stock
Class of Stock [Line Items]
Temporary equity, shares authorized (in shares)	1,320,850
Temporary equity, par value (in dollars per share)	$ 0.0001

v3.24.1.u1

EQUITY - ISSUANCE OF PREFERRED SHARES (Details) $ / shares in Units, $ in Millions	Sep. 25, 2020 USD ($) day $ / shares shares	Nov. 30, 2017 shares	Mar. 31, 2024 shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)			167,972	167,972
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)			167,972
Series A Preferred Stock | Genesis
Class of Stock [Line Items]
Shares issued for acquisition (in shares)		250,000
Class A common stock
Class of Stock [Line Items]
Shares issuable on conversion of preferred stock (in shares)			33,461
Preferred stock, conversion price per share (in dollars per share) | $ / shares	$ 13.28
Series B and Series C preferred stock | Sahara
Class of Stock [Line Items]
Temporary equity, fair value | $	$ 28.5
Series B preferred stock
Class of Stock [Line Items]
Temporary equity, liquidation value per share (in dollars per share) | $ / shares	$ 10.00
Preferred stock, dividend rate (as a percent)	8.00%
Temporary equity, stock price trigger (as a percent)	200.00%
Temporary equity, threshold trading days | day	20
Temporary equity, notice period for redemption	30 days
Temporary equity, redemption price per share (in dollars per share) | $ / shares	$ 10.00
Mezzanine equity, shares outstanding (in shares)			1,586,620	1,586,620
Series B preferred stock | Sahara
Class of Stock [Line Items]
Temporary equity issued on acquisition (in shares)	1,586,620
Series C preferred stock
Class of Stock [Line Items]
Temporary equity, liquidation value per share (in dollars per share) | $ / shares	$ 10.00
Temporary equity, stock price trigger (as a percent)	200.00%
Temporary equity, threshold trading days | day	20
Mezzanine equity, shares outstanding (in shares)			1,320,850	1,320,850
Series C preferred stock | Sahara
Class of Stock [Line Items]
Temporary equity issued on acquisition (in shares)	1,320,850

v3.24.1.u1

EQUITY - COMMON STOCK (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 vote shares	Dec. 31, 2023 shares	Jun. 14, 2023 shares	Feb. 14, 2023 USD ($)
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	18,750,000	18,750,000
Warrants outstanding (in shares)	921,462	921,306
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	18,750,000		18,750,000
Number of votes per share | vote	1
Common stock, shares issued (in shares)	9,777,725	9,704,496
Common stock, shares outstanding (in shares)	9,777,725	9,704,496
Class A common stock | Maximum
Class of Stock [Line Items]
Stock repurchase program, authorized amount | $				$ 15.0
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000		50,000,000
Number of votes per share | vote	0
Common stock, shares outstanding (in shares)	0	0

v3.24.1.u1

STOCK COMPENSATION - NARRATIVE (Details)	3 Months Ended	12 Months Ended	27 Months Ended
	Mar. 31, 2024 plan shares	Dec. 31, 2023 shares	Mar. 31, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of equity incentive plans | plan	2
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
Expiration term (in years)	5 years
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
2014 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized (in shares)	798,805
2021 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized (in shares)	625,000
Shares issued (in shares)			774,904
Shares cancelled (in shares)		384,340

v3.24.1.u1

STOCK COMPENSATION - STOCK OPTIONS ACTIVITIES (Details)	3 Months Ended
	Mar. 31, 2024 shares
Number of Units
Outstanding, beginning of period (in shares)	348,259
Granted (in shares)	0
Exercised (in shares)	0
Cancelled (in shares)	(4,138)
Outstanding, end of period (in shares)	344,121
Exercisable (in shares)	303,160

v3.24.1.u1

STOCK COMPENSATION - RESTRICTED STOCK UNITS ACTIVITIES (Details) - RSUs	3 Months Ended
	Mar. 31, 2024 shares
Number of Units
Outstanding, beginning of period (in shares)	408,451
Granted (in shares)	0
Vested (in shares)	(73,229)
Forfeited (in shares)	(170,202)
Outstanding, end of period (in shares)	165,020

v3.24.1.u1

STOCK COMPENSATION - STOCK COMPENSATION EXPENSE (Details) - General and administrative expense - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock compensation expense	$ 549	$ 641
Stock options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock compensation expense	104	169
Restricted stock units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock compensation expense	444	471
Warrants
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock compensation expense	$ 1	$ 1

v3.24.1.u1

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands			3 Months Ended
	Nov. 01, 2022	Jan. 31, 2018	Mar. 31, 2024	Mar. 31, 2023
Sales, marketing, management and related consulting services | Mark Elliott
Related Party Transaction [Line Items]
Related party transaction, monthly fixed payment for services	$ 4
Related party transaction, percentage of commission on gross profit derived on total purchase order revenue	15.00%
Related party transaction amounts			$ 79	$ 12
Management Agreement
Related Party Transaction [Line Items]
Related party transaction amounts			$ 109
Management Agreement | Related Party
Related Party Transaction [Line Items]
Period over which Management Agreement pays after employment termination (in months)		13 months
Management fee percentage		0.375%
Maximum annual management fee		$ 250

v3.24.1.u1

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Mar. 31, 2024 USD ($)
Purchase Commitments
Purchase Commitments
Open inventory purchase orders	$ 25.8

v3.24.1.u1

CUSTOMER AND SUPPLIER CONCENTRATION - CUSTOMER CONCENTRATION RISK (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Concentration Risk [Line Items]
Accounts receivable from the customer	$ 26,519		$ 29,523
Revenues | Customer concentration risk | Customer 1
Concentration Risk [Line Items]
Revenue from the customer as a percentage of total revenue	0.00%	14.10%
Accounts receivable from the customer	$ 0	$ 3,362

v3.24.1.u1

CUSTOMER AND SUPPLIER CONCENTRATION - SUPPLIER CONCENTRATION RISK (Details) - Cost of revenues - Supplier concentration risk - Vendor 1 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Purchases from the vendor as a percentage of total cost of revenues	47.60%	0.00%
Accounts payable (prepayment) to the vendor	$ 12,166	$ 0

v3.24.1.u1

SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues, net	$ 37,093	$ 41,189
(Loss) Income from Operations	(3,605)	(180)
Identifiable Assets	142,384		$ 158,571
Americas
Segment Reporting Information [Line Items]
Identifiable Assets	60,402		69,749
EMEA
Segment Reporting Information [Line Items]
Identifiable Assets	79,683		85,732
Rest of World
Segment Reporting Information [Line Items]
Identifiable Assets	2,299		$ 3,090
Operating segments | Americas
Segment Reporting Information [Line Items]
Revenues, net	17,530	21,066
(Loss) Income from Operations	(3,791)	(147)
Operating segments | EMEA
Segment Reporting Information [Line Items]
Revenues, net	21,001	23,955
(Loss) Income from Operations	146	(401)
Operating segments | Rest of World
Segment Reporting Information [Line Items]
Revenues, net	284	1,323
(Loss) Income from Operations	9	408
Eliminations and Adjustments
Segment Reporting Information [Line Items]
Revenues, net	(1,722)	(5,155)
(Loss) Income from Operations	$ 31	$ (40)

v3.24.1.u1

SUBSEQUENT EVENTS (Details) - Bridge Loan - Whitehawk, Inc - USD ($) $ in Millions	Apr. 19, 2024	Jun. 30, 2024
Forecast
Subsequent Event [Line Items]
Face amount of debt		$ 3.0
Subsequent event
Subsequent Event [Line Items]
Face amount of debt	$ 2.0
Fee percentage	6.00%

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