Boxlight (Nasdaq: BOXL) swings to Q2 2026 profit as margins jump, debt looms
Rhea-AI Filing Summary
Boxlight Corporation reported second quarter 2026 revenue of $25.9 million, down 16.0% from the prior-year quarter, mainly from lower audio product sales during a transition to its new Symphonic line. Despite the revenue decline, gross margin improved to 49.8% from 35.0%, largely due to $2.8 million of tariff refunds recorded as a reduction of cost of revenues.
The company generated net income of $0.5 million versus a $4.7 million loss a year earlier, and Adjusted EBITDA rose to $4.1 million from $1.3 million. For the first six months of 2026, revenue was $48.4 million, down 9.2%, with a net loss attributable to common shareholders of $(6.7) million and negative EBITDA of $0.8 million. As of June 30, 2026, Boxlight held $4.3 million in cash, $34.1 million in debt, negative working capital of $(4.0) million, and stockholders’ deficit of $(1.4) million. The company was out of compliance with certain covenants under its WhiteHawk Credit Agreement but obtained a limited forbearance and subsequently raised $4.8 million of equity, using part of the proceeds to repay $2.25 million of principal and regaining compliance with Nasdaq’s minimum stockholders’ equity requirement.
Positive
- Turned to $0.5 million net income in Q2 2026 from a $(4.7) million loss a year earlier, reflecting significantly improved profitability.
- Q2 2026 gross margin rose to 49.8% from 35.0%, helped by $2.8 million of tariff refunds reducing cost of revenues.
- Q2 2026 Adjusted EBITDA increased to $4.1 million from $1.3 million in the prior-year quarter, a strong improvement in operating performance.
- Completed an $4.8 million equity raise, repaid $2.25 million of WhiteHawk debt principal and regained compliance with Nasdaq’s $2.5 million stockholders’ equity requirement.
Negative
- Q2 2026 revenue fell 16.0% year over year to $25.9 million, driven by lower audio segment sales.
- For the first half of 2026, net loss attributable to common shareholders was $(6.7) million, with EBITDA down to $0.8 million from $2.3 million in the prior-year period.
- As of June 30, 2026, Boxlight had stockholders’ deficit of $(1.4) million, negative working capital of $(4.0) million, and $34.1 million of debt.
- The company was not in compliance with borrowing base and Minimum Consolidated Adjusted EBITDA covenants under the WhiteHawk Credit Agreement and required a limited forbearance.
- Forward-looking disclosures highlight risks including the company’s ability to continue operating as a going concern and to comply with credit agreement covenants and listing requirements.
Filing Explained
As of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Revenue: $25.9 million
Q2 2026 Gross Margin: 49.8%
Q2 2026 Net Income: $0.5 million
+5 more
8 metrics
Q2 2026 Revenue
$25.9 million
Total revenues for the second quarter of 2026; 16.0% decrease vs prior-year quarter
Q2 2026 Gross Margin
49.8%
Gross profit margin for the second quarter of 2026 vs 35.0% in Q2 2025
Q2 2026 Net Income
$0.5 million
Net income for the three months ended June 30, 2026 vs $(4.7) million in 2025
Q2 2026 Adjusted EBITDA
$4.1 million
Adjusted EBITDA for Q2 2026 vs $1.3 million in the prior-year quarter
Cash Balance
$4.3 million
Cash and cash equivalents as of June 30, 2026
Debt Outstanding
$34.1 million
Debt, net of issuance costs, as of June 30, 2026
Stockholders’ Equity
$(1.4) million
Total stockholders’ (deficit) equity as of June 30, 2026
Equity Raise
$4.8 million
Equity raised in August 2026, net of fees, used partly to repay WhiteHawk debt
Key Terms
Adjusted EBITDA, borrowing base, Forbearance Agreement, stockholders’ (deficit) equity, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA1, a non-GAAP financial measure, increased by $3.0 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
borrowing base financial
"not in compliance with its financial covenants related to the borrowing base"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
Forbearance Agreement financial
"Pursuant to the August 2026 Forbearance Agreement, the Lenders granted a limited waiver"
A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.
stockholders’ (deficit) equity financial
"Total stockholders’ (deficit) equity | (1,423)"
derivative liabilities financial
"change in fair value of derivative liabilities"
Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.
constant-currency financial
"We have disclosed in the table below the results on a constant currency basis"
Constant-currency is a way of reporting financial results that strips out the effect of changes in exchange rates so that performance can be compared as if currency values stayed the same. For investors, it shows the underlying growth or decline in sales and profits without the noise of currency swings—like comparing two years’ store receipts after converting them with the same price tag instead of letting changing exchange rates inflate or shrink the numbers.
Earnings Snapshot
Q2 2026 Revenue: $25.9 million
Quarter and six months ended June 30, 2026
Q2 2026 Revenue
$25.9 million
16.0% decrease vs Q2 2025
Q2 2026 Net Income
$0.5 million
Improved from $(4.7) million net loss in Q2 2025
Q2 2026 Adjusted EBITDA
$4.1 million
Increased from $1.3 million in Q2 2025
2Q26 YTD Revenue
$48.4 million
9.2% decrease vs 2Q25 YTD
2Q26 YTD Net Loss to Common
$(6.7) million
Improved from $(8.6) million in 2Q25 YTD
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Boxlight (BOXL) perform financially in Q2 2026?
Boxlight reported Q2 2026 revenue of $25.9 million, down 16.0% year over year, but generated net income of $0.5 million versus a $4.7 million loss a year earlier, with Adjusted EBITDA improving to $4.1 million.
What was Boxlight (BOXL)’s profitability and EPS in Q2 2026?
In Q2 2026, Boxlight achieved net income of $0.5 million and basic and diluted EPS of $0.34, compared with a $(4.7) million net loss and $(55.00) EPS in the prior-year quarter, reflecting a major swing in earnings.
How strong is Boxlight (BOXL)’s balance sheet as of June 30, 2026?
As of June 30, 2026, Boxlight had $4.3 million in cash, $34.1 million in debt, negative working capital of $(4.0) million, and a stockholders’ deficit of $(1.4) million, indicating a leveraged and constrained financial position.
Was Boxlight (BOXL) in compliance with its debt covenants in mid-2026?
At June 30, 2026, Boxlight was not in compliance with borrowing base and Minimum Consolidated Adjusted EBITDA covenants under the WhiteHawk Credit Agreement, but obtained an August 2026 Forbearance Agreement granting a limited waiver for specified periods.
What capital actions did Boxlight (BOXL) take in August 2026?
In August 2026, Boxlight completed an $4.8 million equity raise, net of fees, and used part of the proceeds to repay about $2.25 million of principal and $0.14 million of prepayment penalty on its WhiteHawk Credit Agreement, regaining Nasdaq equity compliance.
How did Boxlight (BOXL)’s gross margin change in Q2 2026?
Boxlight’s Q2 2026 gross margin improved to 49.8% from 35.0% in Q2 2025. The company attributes this mainly to $2.8 million in tariff refunds recorded as a reduction of cost of revenues, along with lower unit volumes.
What were Boxlight (BOXL)’s year-to-date 2Q26 results versus 2Q25?
For the six months ended June 30, 2026, revenue was $48.4 million, down 9.2% from $53.3 million. Net loss attributable to common shareholders was $(6.7) million versus $(8.6) million, and Adjusted EBITDA was $1.2 million compared with $1.8 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported): August 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or formed address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On August 12, 2026, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its second quarter 2026 financial results.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, dated August 12, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOXLIGHT CORPORATION | ||||||||
| Dated: | August 12, 2026 | |||||||
| By: /s/ Ryan Zeek | ||||||||
| Name: Ryan Zeek | ||||||||
| Title: Chief Financial Officer | ||||||||
Boxlight Reports Second Quarter 2026 Financial Results
Duluth, GA – Business Wire – August 12, 2026 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight” or the “Company”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the second quarter ended June 30, 2026.
Financial and Operational Highlights:
•Revenue was $25.9 million for the quarter, a decrease of 16.0% from the prior year quarter
•Gross profit margin in the second quarter of 2026 improved to 49.8% from 35.0% in the prior year quarter
•Net income was $0.5 million, compared to a net loss of $(4.7) million in the prior year quarter
•Earnings per basic and diluted common share was $0.34, compared to a $(55.00) loss per basic and diluted common share in the prior year quarter
•Adjusted EBITDA1, a non-GAAP financial measure, increased by $3.0 million on a constant currency basis to $4.1 million from the prior year quarter
•Ended the quarter with $4.3 million in cash
•Released upgrades to Symphony Campuswide Communication Platform enabling schools to connect classrooms, enhance safety, and streamline campus-wide communication through a single, unified system
•Launched the Boxlight Symphonic Series, a new family of intelligent IP communication endpoints designed to extend the Boxlight Symphony platform
•Won four Tech & Learning Best of Show Awards at ISTE for Boxlight Symphony and Symphonic Series for both Primary and Secondary Education
•Completed an equity raise in August 2026, repaying $2.25 million in WhiteHawk debt principal and regaining compliance with Nasdaq’s minimum stockholders’ equity requirement
Management Commentary
“Boxlight has made progress in improving operational efficiency and aligning our cost structure with fiscal year 2026 revenue expectations,” said Ryan Zeek, Chief Financial Officer. “At the same time, we have strengthened our product portfolio by moving away from proprietary network packages toward more scalable, SIP based solutions. Global trade policies continue to impact component costs and build timelines. We also took proactive steps to absorb IEEPA tariff related costs in 2025 rather than passing them through to customers; as a result Boxlight received $2.9 million in approved tariff refunds and associated interest that will benefit our 2026 results, specifically within the second quarter.”
“Technology refresh cycles and the ongoing shift toward digital learning continue to support long term demand,” Mr. Zeek added. “While near term pressures remain, we expect a recovery in spending as deferred demand returns. With a proven portfolio, operational discipline, and consistent industry recognition, Boxlight is well positioned to capitalize on this opportunity.”
According to Futuresource Consulting, global unit demand for 2026 is expected to remain consistent with 2025 levels, aligning with Boxlight’s H1 2026 performance and reinforcing expectations for stabilization in the broader market.
Financial Results for the Three Months Ended June 30, 2026 vs. the Three Months Ended June 30, 2025
Total revenues for the second quarter of 2026 were $25.9 million as compared to $30.9 million for the second quarter last year, resulting in a 16.0% decrease. The decrease in revenues was driven by lower sales of audio units as we transition buyers to our recently launched and award winning Symphonic line of products. With respect to the audio product line specifically, we anticipate this slowdown to be transitory. Our pipeline remains reflective of the aforementioned awards.
1 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.
1
Cost of revenues for the second quarter of 2026 was $13.0 million as compared to $20.1 million for the second quarter last year, resulting in a 35.2% decrease. The decrease in cost of revenues was attributable to the decrease in units sold and $2.8 million in tariff refunds that offset cost of revenues.
Gross profit was $12.9 million for the second quarter of 2026 compared to $10.8 million for the second quarter of last year, an increase of 19.7%. Gross profit margin was 49.8% for the second quarter of 2026 and 35.0% for the second quarter of 2025. The increase in gross profit margin was primarily driven by the $2.8 million in tariff refunds, which reduced current year quarter cost of revenues.
General and administrative expenses for the second quarter of 2026 were $8.4 million, representing 32.2% of revenue as compared to $11.0 million representing 35.6% of revenue for the second quarter of last year. The decrease in general and administrative expenses in the second quarter of 2026 was due to a decrease of $1.5 million in other expenses, a decrease of $0.4 million in professional fees, a decrease of $0.2 million in employee related expenses, a decrease of $0.2 million in sales and marketing expenses, a decrease of $0.2 million in contract and consulting expenses, and a $0.1 million decrease in occupancy expenses.
Depreciation and amortization expenses for the second quarter of 2026 were $2.6 million, representing 9.9% of revenue as compared to $2.6 million representing 8.4% of revenue for the second quarter of last year.
Research and development expenses for the second quarter of 2026 and the second quarter of 2025 were $0.9 million and $1.1 million, respectively, and represented 3.6% and 3.7% of revenue, respectively. Research and development expense primarily consists of costs associated with the development of proprietary technology. The decrease was attributable to the streamlining of research and development expenses.
Other expense, net for the second quarter of 2026 was $0.8 million as compared to $0.5 million for the second quarter of last year, representing an increase of $0.3 million. The increase in other expense was primarily driven by a $2.0 million change in unrealized foreign exchange adjustment and a $0.1 million increase in losses from change in fair value of derivative liabilities, offset by a $1.5 million decrease in interest expense on our term loan and a $0.3 million decrease in losses from change in fair value of common warrants.
Net income increased $5.2 million to $0.5 million and was a result of the changes noted above. Net income attributable to common shareholders was $0.2 million in the second quarter of 2026 compared to a net loss of $(5.0) million in the second quarter of last year, after deducting fixed dividends (recorded but not paid) for Series B preferred shareholders of approximately $0.3 million in both years.
Total comprehensive income was $0.3 million for the second quarter of 2026 compared to the total comprehensive loss of $(4.6) million for the second quarter of 2025, reflecting the effect of cumulative foreign currency translation adjustments on consolidation, with the net effect of a $(0.2) million loss and a $0.2 million gain for the second quarter of 2026 and 2025, respectively.
Basic and diluted Earnings per Share for the second quarter of 2026 was $0.34 compared to a loss of $(55.00) per basic and diluted share for the second quarter of last year.
EBITDA2, a non-GAAP measure, for the second quarter of 2026 was $3.9 million, as compared to $0.7 million EBITDA for the second quarter of last year.
Adjusted EBITDA for the second quarter of 2026 was $4.1 million, as compared to $1.3 million in the second quarter of 2025. Adjustments to EBITDA included changes in fair value of common warrants, stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, severance charges, and the effects of purchase accounting adjustments in connection with prior period acquisitions.
Financial Results for the Six Months Ended June 30, 2026 (2Q26 YTD) vs. the Six Months Ended June 30, 2025 (2Q25 YTD)
Total revenues for 2Q26 YTD were $48.4 million as compared to $53.3 million for 2Q25 YTD, resulting in a 9.2% decrease. The decrease in revenues was driven by lower sales volume in the audio segment.
2 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.
2
Cost of revenues for 2Q26 YTD was $28.5 million as compared to $34.4 million for 2Q25 YTD, resulting in a 17.2% decrease. The decrease in cost of revenues was attributable to the decrease in units sold and a $2.8 million tariff refund that offset cost of revenues.
Gross profit for 2Q26 YTD was $19.9 million as compared to $18.8 million for 2Q25 YTD. Gross profit margin improved to 41.1% for 2Q26 YTD compared to 35.4% for 2Q25 YTD, primarily driven by the $2.8 million in tariff refunds, which reduced current year cost of revenues.
General and administrative expense for 2Q26 YTD was $16.7 million and 34.6% of revenue, as compared to $18.6 million and 34.8% of revenue for 2Q25 YTD. The decrease in general and administrative expenses for the period ended June 30, 2026 was due to a decrease of $1.1 million in other expenses, a decrease of $0.4 million in contract and consulting expenses, a decrease of $0.2 million in employee related expenses, a decrease of $0.1 million in sales and marketing expenses, and a $0.1 million decrease in occupancy expenses.
Depreciation and amortization expenses for 2Q26 YTD were $5.1 million, representing 10.6% of revenue as compared to $5.1 million representing 9.5% of revenue for 2Q25 YTD.
Research and development expense was $1.9 million or 3.9% of revenue for 2Q26 YTD as compared to $2.0 million or 3.8% of revenue for 2Q25 YTD. Research and development expense primarily consists of costs associated with the development of proprietary technology. The decrease was attributable to the streamlining of research and development expenses.
Other expense for 2Q26 YTD was $2.8 million as compared to $1.0 million for 2Q25 YTD, representing an increase of $1.8 million. The increase in other expense was primarily driven by a $3.3 million change in unrealized foreign exchange adjustment, a $1.7 million decrease in gains from change in fair value of common warrants, and a $0.1 million increase in losses from change in fair value of derivative liabilities, offset by a $2.7 million decrease in interest expense on our term loan and a $0.6 million decrease in the loss on warrant issuance.
Net loss attributable to common shareholders was $(6.7) million and $(8.6) million for 2Q26 YTD and 2Q25 YTD, respectively, after deducting fixed dividends (recorded but not paid) for Series B preferred shareholders of $0.6 million in each year.
Basic and diluted loss per share for 2Q26 YTD was $(11.39) per basic and diluted share, compared to $(106.15) per basic and diluted share for 2Q25 YTD.
EBITDA3 for 2Q26 YTD was $0.8 million, as compared to $2.3 million EBITDA for 2Q25 YTD. Adjusted EBITDA for 2Q26 YTD was $1.2 million, as compared to $1.8 million for 2Q25 YTD.
Balance Sheet; Credit Agreement
At June 30, 2026, Boxlight had $4.3 million in cash and cash equivalents, negative $4.0 million in working capital and $34.1 million in debt, net of debt issuance costs. The change in net working capital was attributable to the reclassification of our term loan from long-term to short-term debt, resulting from its maturity occurring within twelve months of June 30, 2026.
The Company was not in compliance with its financial covenants related to the borrowing base or the Minimum Consolidated Adjusted EBITDA under the Whitehawk Credit Agreement at June 30, 2026. Pursuant to the August 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended June 30, 2026 and July 31, 2026.
In August 2026, the Company completed an equity raise of $4.8 million, net of fees, and used a portion of the proceeds to repay approximately $2.25 million of principal and $0.14 million of prepayment penalty under its WhiteHawk Credit Agreement. As a result, the Company regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement as of the date of this Earnings Release.
3 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.
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About Boxlight Corporation
Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology solutions under its award-winning brands Clevertouch®, FrontRow™ and Mimio®. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. For more information about Boxlight and the Boxlight story, visit http://www.boxlight.com, https://www.clevertouch.com and https://www.gofrontrow.com.
Forward Looking Statements
This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements, including the information regarding finalization of a waiver with the Company’s lender. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to: our ability to continue operating as a going concern; our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or to obtain waivers of compliance; our ability to maintain a listing of our Class A common stock; changes in the sales of our display products; seasonality; changes in our working capital requirements and cash flow fluctuations; competition; our ability to enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner; our reliance on resellers and distributors; the success of our strategy to increase sales in the business and government market; changes in market saturation for our products; challenges growing our sales in foreign markets; our dependency on third-party suppliers; our ability to enter into and maintain strategic alliances with third parties; our ability to keep pace with technology; and changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies. Boxlight encourages you to review other factors that may affect its future results and performance in Boxlight’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed on April 15, 2026, and any updates to those risk factors in Boxlight’s subsequently filed Quarterly Reports on Form 10-Q. Given these factors, risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP Financial Measures
To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA and Adjusted EBITDA, which are non-GAAP financial measures of earnings. EBITDA represents net loss before income tax expense (benefit), interest expense, depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock-based compensation, severance charges, the change in fair value of derivative liabilities, change in fair value of common warrants, purchase accounting impact of inventory markup and fair value adjustments to deferred revenue. Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing pro forma results of operations, which include large non-cash amortizations of intangible assets from acquisitions and stock-based compensation. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Non-GAAP financial measures should not be considered as an alternative to net income (loss), operating income (loss), or any other performance measures derived in accordance with GAAP.
We report our operating results in accordance with U.S. GAAP. We have disclosed in the table below the results on a constant currency basis to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates we use to translate our operating results into U.S. Dollars for all countries where the functional currency is not the U.S. Dollar. Because we are a global company, the foreign currency exchange rates used for translation may have a significant effect on our reported results. In general, our reported financial results are affected positively by a weaker U.S. Dollar and are affected negatively by a stronger U.S. Dollar as compared to the foreign currencies in which we conduct our business. References to our
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operating results on a constant-currency basis mean our operating results without the impact of foreign currency exchange rate fluctuations.
We believe disclosure of constant-currency results is helpful to investors because it facilitates period-to-period comparisons of our results by increasing the transparency of our underlying performance by excluding the impact of fluctuating foreign currency exchange rates. However, constant-currency results are non-U.S. GAAP financial measures and are not meant to be considered in isolation or as a substitute for comparable measures prepared in accordance with U.S. GAAP. Constant-currency results have no standardized meaning prescribed by U.S. GAAP, are not prepared under any comprehensive set of accounting rules or principles, and should be read in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. Constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Discussion of the Effect of Constant Currency on Financial Condition
We calculate constant-currency amounts by translating local currency amounts in the current period at actual foreign exchange rates for the prior year period. Our constant-currency results do not eliminate the transaction currency impact of purchases and sales of products in a currency other than the functional currency.
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | % Decrease | ||||||||||||
| (Dollars in thousands) | ||||||||||||||
| Total revenues | ||||||||||||||
| As reported | $ | 25,918 | $ | 30,852 | (16) | % | ||||||||
| Impact of foreign currency translation | (58) | - | ||||||||||||
| Constant-currency | $ | 25,860 | $ | 30,852 | (16) | % | ||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | % Decrease | ||||||||||||
| (Dollars in thousands) | ||||||||||||||
| Total revenues | ||||||||||||||
| As reported | $ | 48,360 | $ | 53,275 | (9) | % | ||||||||
| Impact of foreign currency translation | (983) | - | ||||||||||||
| Constant-currency | $ | 47,377 | $ | 53,275 | (11) | % | ||||||||
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Boxlight Corporation
Condensed Consolidated Balance Sheets
As of June 30, 2026 and December 31, 2025
(in thousands, except share amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 4,302 | $ | 9,370 | |||||||
Accounts receivable – trade, net of allowances for credit losses of $1,051 and $1,055 | 15,574 | 15,358 | |||||||||
| Inventories, net of reserves | 33,014 | 38,126 | |||||||||
| Prepaid expenses and other current assets | 9,777 | 6,624 | |||||||||
| Total current assets | 62,667 | 69,478 | |||||||||
| Property and equipment, net of accumulated depreciation | 1,612 | 1,770 | |||||||||
| Operating lease right of use asset | 6,305 | 7,009 | |||||||||
| Intangible assets, net of accumulated amortization | 12,078 | 17,080 | |||||||||
| Deferred tax assets, net | 793 | 1,472 | |||||||||
| Other assets | 895 | 734 | |||||||||
| Total assets | $ | 84,350 | $ | 97,543 | |||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 14,284 | $ | 22,786 | |||||||
| Accounts payable and accrued expenses - related party | 2,567 | 3,699 | |||||||||
| Short-term debt | 34,129 | 1,274 | |||||||||
| Operating lease liabilities, current | 1,492 | 1,741 | |||||||||
| Deferred revenues, current | 8,834 | 9,273 | |||||||||
| Derivative liabilities | — | 5 | |||||||||
| Derivative liabilities - related party | 634 | 476 | |||||||||
| Other short-term liabilities | 4,767 | 3,598 | |||||||||
| Total current liabilities | 66,707 | 42,852 | |||||||||
| Deferred revenues, non-current | 13,876 | 14,849 | |||||||||
| Long-term debt | — | 32,877 | |||||||||
| Operating lease liabilities, non-current | 5,150 | 5,650 | |||||||||
| Other long-term liabilities | 40 | 60 | |||||||||
| Total liabilities | 85,773 | 96,288 | |||||||||
| Stockholders’ (deficit) equity: | |||||||||||
| Preferred Series A stock, $0.0001 par value, 250,000 shares authorized; 167,972 shares issued and outstanding, at June 30, 2026 and December 31, 2025 | — | — | |||||||||
| Preferred Series B stock, $0.0001 par value, 1,586,620 shares authorized; 1,586,620 shares issued and outstanding, at June 30, 2026 and December 31, 2025 | — | — | |||||||||
| Common stock, $0.0001 par value, 694,445 shares authorized; 667,348 and 228,335 Class A shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Additional paid-in capital | 158,762 | 155,123 | |||||||||
| Accumulated deficit | (162,436) | (156,420) | |||||||||
| Accumulated other comprehensive income | 2,251 | 2,552 | |||||||||
| Total stockholders’ (deficit) equity | (1,423) | 1,255 | |||||||||
| Total liabilities and stockholders’ (deficit) equity | $ | 84,350 | $ | 97,543 | |||||||
6
Boxlight Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues, net | $ | 25,918 | $ | 30,852 | $ | 48,360 | $ | 53,275 | |||||||||||||||
| Cost of revenues | 13,004 | 20,062 | 28,507 | 34,442 | |||||||||||||||||||
| Gross profit | 12,914 | 10,790 | 19,853 | 18,833 | |||||||||||||||||||
| Operating expense: | |||||||||||||||||||||||
| General and administrative | 8,358 | 10,983 | 16,709 | 18,559 | |||||||||||||||||||
| Depreciation and amortization | 2,577 | 2,591 | 5,133 | 5,054 | |||||||||||||||||||
| Research and development | 942 | 1,128 | 1,878 | 2,040 | |||||||||||||||||||
| Total operating expense | 11,877 | 14,702 | 23,720 | 25,653 | |||||||||||||||||||
| Income (loss) from operations | 1,037 | (3,912) | (3,867) | (6,820) | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | (1,060) | (2,571) | (2,334) | (5,058) | |||||||||||||||||||
| Other income (expense), net | 391 | 2,331 | (309) | 2,984 | |||||||||||||||||||
Loss on warrant issuance | — | — | — | (578) | |||||||||||||||||||
| Change in fair value of derivative liabilities | (122) | (42) | (154) | (51) | |||||||||||||||||||
Change in fair value of common warrants | — | (251) | — | 1,685 | |||||||||||||||||||
| Total other expense | (791) | (533) | (2,797) | (1,018) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 246 | $ | (4,445) | $ | (6,664) | $ | (7,838) | |||||||||||||||
| Income tax benefit (expense) | 263 | (274) | 648 | (124) | |||||||||||||||||||
| Net income (loss) | $ | 509 | $ | (4,719) | $ | (6,016) | $ | (7,962) | |||||||||||||||
| Fixed dividends - Series B Preferred | (318) | (317) | (635) | (634) | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 191 | $ | (5,036) | $ | (6,651) | $ | (8,596) | |||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||
| Net income (loss) | $ | 509 | $ | (4,719) | $ | (6,016) | $ | (7,962) | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | (163) | 152 | (301) | 722 | |||||||||||||||||||
| Total comprehensive income (loss) | $ | 346 | $ | (4,567) | $ | (6,317) | $ | (7,240) | |||||||||||||||
| Net income (loss) per share of Class A common stock – basic and diluted | $ | 0.34 | $ | (55.00) | $ | (11.39) | $ | (106.15) | |||||||||||||||
| Weighted average number of common shares outstanding – basic and diluted | 566,951 | 91,564 | 583,810 | 80,979 | |||||||||||||||||||
7
Reconciliation of net income (loss) for the three and six months ended June 30, 2026 and 2025 to EBITDA and Adjusted EBITDA
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Net Income (Loss) | $ | 509 | $ | (4,719) | $ | (6,016) | $ | (7,962) | ||||||||||||||||||
| Depreciation and amortization | 2,577 | 2,591 | 5,133 | 5,054 | ||||||||||||||||||||||
Interest expense | 1,060 | 2,571 | 2,334 | 5,058 | ||||||||||||||||||||||
| Income tax (benefit) | (262) | 274 | (648) | 124 | ||||||||||||||||||||||
| EBITDA | $ | 3,884 | $ | 717 | $ | 803 | $ | 2,274 | ||||||||||||||||||
| Stock compensation expense | 49 | 179 | 212 | 348 | ||||||||||||||||||||||
| Change in fair value of derivative liabilities | 122 | 42 | 154 | 51 | ||||||||||||||||||||||
Change in fair value of common warrants | — | 251 | — | (1,685) | ||||||||||||||||||||||
| Loss on warrant issuance | — | — | — | 578 | ||||||||||||||||||||||
| Purchase accounting impact of fair valuing deferred revenue | — | 84 | — | 203 | ||||||||||||||||||||||
| Severance charges | 9 | — | 60 | 57 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 4,064 | $ | 1,273 | $ | 1,229 | $ | 1,826 | ||||||||||||||||||
Media
Sunshine Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com
Investor Relations Contact
Ryan Zeek
+1 770-891-1331
investor.relations@boxlight.com
8