Boxlight Corporation

Thank you and welcome to the BoxLight first quarter 2023 earnings conference call. By now everyone should have access to the press release issued this afternoon. This call is being webcast and is available for replay. The remarks today will include statements that are considered forward-looking within the meaning of securities laws including forward-looking statements about future results of operations, business strategies and plans, customer relationships, market trends and and potential growth opportunities. In addition, management may make additional forward-looking statements in response to your questions. Forward-looking statements are based on management's current knowledge and expectations as of today and are subject to certain risks and uncertainties and may cause the actual results to differ materially from the forward-looking statements. A detailed discussion of such risks and uncertainties are contained in the company's most recent Form 10-K, Form 10-Q, and other reports filed with the SEC. The company undertakes no obligation to update any forward-looking statements. On this call, management will refer to non-GAAP measures that, when used in combination with GAAP results, provide additional analytical tools to understand the company's operations. The company has provided reconciliations to the most directly comparable GAAP financial measures in the earnings press release, which will be posted on the investor relations section of the company's website at boxlight.com. And with that, I'll hand the call over to BoxLights Chairman and Chief Executive Officer, Michael Pope.

Hello, everyone, and thank you for joining the call today. After my remarks, you will also hear from Mark Starkey, our President, and Greg Wiggins, our Chief Financial Officer. Mark and I are joining from our London showroom, and Greg from our corporate headquarters in Atlanta. I'd like to start by thanking all of our supporters across the globe, including our employees, business partners, customers, and shareholders. Our current and future success is entirely dependent on your support. In particular, I'd like to recognize our loyal and dedicated employees. We have the most talented team in the industry, including our executive team members, Mark Starkey and Greg Wiggins, who will share their thoughts today, as well as Hank Nance, our Chief Operating Officer, and Sean Marklew, our Chief Technology Officer. Hank and Sean bring decades of industry-specific experience, have been instrumental in developing and maintaining our best-in-class product suite and support organization. Over the last few months, we've attracted several new team members, including Karen Adams, Vice President of Professional Services, joining us after 16 years at Promethean, Clint Knudson, Vice President of Sales covering the Western US, an industry veteran of 15 years, including 11 years at our largest channel partner, Bloom, Julia Moore, Sales Director covering Germany and Austria, also previously at Promethean, and Mark Tildesley, Enterprise Sales Director for the EMEA region, bringing over 20 years experience, including 14 years at Maverick Tech Data. Our employee retention has consistently exceeded 90%, well above the industry average, and we are attracting industry talent, often from our largest competitors. A key reason for our success in hiring and retaining top talent is our strong company culture built on core values of trust, leadership, teamwork, and purpose. For the first quarter, I'm pleased to report we delivered $41.2 million in revenue, and 3.3 million in adjusted EBITDA, exceeding our guidance. Due to softer demand across the industry and changes in foreign exchange rates, our revenues declined by 19% over Q1 2022. However, our gross profit improved by 20% and adjusted EBITDA by 171%. Driving our improved profitability was our strong gross profit margin of 37%, an increase of 1,190 basis points over Q1 2022, and our best result to date. For the trailing 12 months, we have delivered $212 million in revenue, 32% gross profit margin, and $22 million in adjusted EBITDA. In addition to our company-wide focus on improving margins, we have also taken a conscious approach to reduce operating expenses where appropriate. For Q1 2023, we reported $15.3 million in operating expenses, a reduction of $700,000 compared to Q1 2022. We will continue to consider ways to optimize our organization for both continued growth and maximum profitability. As of March 31st, we maintained a strong balance sheet, including $11 million in cash, $45 million in inventory, and $62 million in working capital. Our debt balance was $49 million, a reduction of $9 million from March 31st, 2022. We continue to expect modest single-digit revenue growth for the full year 2023, with a bulk of that growth coming during the second half of the year. For Q2 2023, we are guiding to $50 million in revenue and $4 million in adjusted EBITDA. Our confidence in delivering full-year revenue growth is based on our global sales pipeline and an increase in significant tenders in key global markets. Additionally, there are still substantial government funds allocated for the purchase of education technology solutions, particularly in the US and certain European markets. In the United States, billions of dollars of ESSER funding are still set to expire, if not obligated, by September 2023 and 2024. Over the next few quarters, school districts will be making significant purchasing decisions to utilize the allocated funds. We recently filed our annual proxy statement and provided notice of our annual meeting on Tuesday, May 23rd at 11 a.m. Eastern. We invite all shareholders to cast their proxy votes prior to the meeting. We've requested your support for several proposals, including the reelection of our seven board members, the ratification of our audit firm, approval on an advisory basis of our executive compensation, an amendment to our equity incentive plan increasing the number of shares available for issuance, and authorization for our board of directors to effect a reverse stock split if deemed in the best interest of our shareholders at any time prior to July 2, 2023. Market valuations have been challenging over the last year, particularly for microcap technology stocks driven by broader economic concerns. As a result, despite our positive financial performance, our stock prices declined to under the minimum $1 stock price requirement by NASDAQ. In the event our stock price does not organically increase to the required level, we will need to consider a reverse stock split to maintain our NASDAQ listing. In future quarters, we plan to utilize the $15 million share repurchase program we announced earlier this year, repurchasing our stock during times we have excess cash flows from operations and are trading below our intrinsic value. We maintain a long-term focus and are confident that as we demonstrate continued improvement in our financial fundamentals, in time, the market will reward us with an appropriate enterprise value. We have a significant competitive advantage as a U.S. company that is committed to data privacy and security. Our software solutions that store sensitive student and user data are developed and hosted in the US, UK, and Western Europe, and that user data is not accessible by unauthorized parties, including foreign corporations or governments. We are unique in that statement as our key competitors are foreign owned and controlled. We continue to offer the most comprehensive integrated solution suite in the industry and are consistently enhancing our existing solutions and introducing new products to market. Last quarter, we launched a number of new products, including our LED video walls, non-interactive screens for the U.S. market, and CleverHub Meeting Room collaboration solution. We have started to gain traction with our new products and have begun shipping to customers. This quarter, we are launching our new generation interactive displays from Mimeo and Clevertouch and will be the first in the industry to include a full Google Enterprise Devices Licensing Agreement certification, or EDLA certification. This is a significant advancement in the interactive touch for an industry, and we look forward to developing our solutions further with Google. Our EOS Education professional development team is also certified with Google, having an education services partner specialization in Google Cloud Partner Advantage. With the partner specialization, our EOS Education team has the capability and capacity in building customer solutions in the education services field using Google Cloud technology. Our dedicated training specialists provide customized professional development, supporting educators using Google platforms in classrooms and schools efficiently and with confidence. In January, we received 10 awards from Tech and Learning for several of our hardware, software, and service offerings, including attention, Mimeo Pro 4, Clever Live, Robo 3D Printers, and EOS Education Professional Development Services. Our front row attention solution also won the EdTech Cool Tool Award, and our CleverTouch brand won three Best in Show awards at ISE for Impact Max, UX Pro 2, and Lynx Whiteboard. We are demonstrating thought leadership, significant product innovation, and meaningful financial growth. By staying the course, to realize our mission to be the industry leader, we will in turn deliver durable, long-term value to our shareholders. With that, I will now turn the time over to our president, Mark Starkey.

Thank you, Michael, and good evening from London, where we are holding our EMEA partner event this week. Apologies. We've had a fantastic day here, showcasing our latest products and solutions that we will be launching this summer including our latest Google-accredited solutions for the classroom. As the world returns to some form of normality post-pandemic, we are seeing a return to the more usual edtech buying patterns in both the US and EMEA, with Q2 and Q3 being the busiest buying seasons and with Q4 and Q1 being much quieter. As a result, we are seeing slower order intake and revenues in Q1, albeit with stronger profitability. Order intake in Q1 was $41.5 million, down 35% year-on-year, and with 50% being derived from the US, 47% from EMEA, and 3% from Asia-Pac. Interestingly, despite order intake being down, we continue to grow our market share, with our US market share increasing from 5.3% to 7% year-on-year during Q1, and our EMEA market share increasing from 5.6% to 6.2% year-on-year, according to FutureSource. Some of our key orders in the US included $4.4 million from GDI, a US distribution partner, $2.2 million from Bloom, $1.6 million from Data Projections in Texas, and $1.3 million from Advanced Classroom Technologies. Overseas, we have some excellent orders, including $1.4 million from Bischoff AG, our partner in Switzerland, $1 million from IDNS in the UK, and some significant orders from Niavac based in Northern Ireland, to name a few. In Germany, we have invested in our sales team, and we now have eight sales heads, a marketing head, and a country manager. There is a lot of focus in Germany to gain traction in the corporate market where the margins are much higher. As a result, I am pleased to report our Q1 margin increased by 26% year-on-year in Germany. We recently also invested in our first showroom in Germany, based in Dusseldorf, with an expectation to open in the next few months. We also won some significant tenders in Germany during Q1, including a 900-screen order from Hammann district for 86-inch Impact Plus screens and an 800-screen order for 86-inch Impact Max screens in Dusseldorf. We have 15 other tenders currently in the bidding process, and we hope to report next quarter on the continued success and expansion in Germany. Finally, I want to mention a few words about our development in Africa. Africa may not be our biggest market, but we are passionate about building the best education solutions possible and supporting emerging markets. We have a fantastic dedicated partner in Africa, IABS, who share our passion for innovation and solutions and have grown our business to be the number one interactive screen for education in Africa. During Q1, they won two large projects in the education sector and also opened a second experience center in South Africa. They are expanding rapidly across territories in Africa and recently trained over 200 educators in Namibia and hosted their first partner event in Botswana. In summary, Q1 order intake and revenues were down but our profitability continues to improve. Our expectation is that we will return to revenue growth in the second half of the year as there remain significant funds available for education establishments to invest in technology. With that, I will now turn the call over to our CFO, Greg Wiggins.

Thanks, Mark, and good afternoon, everyone. I will now review our first quarter results. Revenues for the three months ended March 31st, 2023 were $41.2 million, as compared to $50.6 million for the three months ended March 31, 2022, resulting in an 18.6% decrease. FX headwinds continued to impact operating revenues in Q1 2023 compared to the prior year quarter. On a constant currency basis, operating revenues decreased approximately 14% for the three months ended March 31, 2023. Taking a closer look at Q1 2023 revenues, EMEA revenues totaled $18.3 million, or 45% of our total revenues. America's revenues totaled 21.3 million, or 51% of our total revenues, while revenues from other markets totaled 1.5 million, or 4% of our total revenues. Our top 10 customers represented approximately 40% of total sales in Q1, with the single largest customer at approximately 11%, and are based across a number of markets, namely the US, UK, and other European countries. Approximately 63% of total sales are covered by the top 20 customers. In Q1 2023, hardware comprised the largest proportion of total revenues at approximately 90%, of which approximately 69% related to our flat panel displays, with the balance related to classroom audio solutions and device accessories. The balance of our total revenues are comprised of software, professional services, and STEM solutions. Gross profit for the three months ended March 31st, 2023 was $15.1 million as compared to $12.6 million for the three months ended March 31st, 2022. Gross profit margin for Q1 2023 was 36.8%, which is an increase of 1,190 basis points over the comparable 2022 quarter. Gross profit margin adjusted for the net effect of acquisition-related purchase accounting was 38.3%, as compared to 27.4% as adjusted for the three months ended March 31, 2022. The improvement in gross profit margin in Q1 2023 compared to Q1 2022 is primarily due to lower manufacturing costs and continued reductions in freight costs over the prior year period. Total operating expenses for Q1 2023 was $15.3 million compared to $16.1 million in Q1 2022. Other expense for the three months ended March 31, 2023 was a net expense of $2.7 million, as compared to net expense of $1.5 million for the three months ended March 31, 2022. The decrease was primarily due to losses recognized from the change in fair value of derivative liabilities of $224,000 in Q1 2023, coupled with a gain on settlement of debt of $854,000 in the prior year period. The company reported a net loss of 2.9 million for the three months ended March 31st, 2023, as compared to net loss of 4.9 million for the three months ended March 31st, 2022. Net loss attributable to common shareholders was approximately 3.2 million and 5.2 million for Q1 2023 and 2022, respectively, after deducting the fixed dividends to Series B preferred shareholders of 317,000 in both 2023 and 2022. Total comprehensive loss for the three months ended March 31st, 2023 was 2.4 million compared to total comprehensive loss of 6.6 million for the three months ended March 31st, 2022. Reflecting the effect of foreign currency translation adjustments on consolidation with the net effect in the quarter of approximately $600,000 gain and $1.8 million loss for the three months ended March 31st, 2023 and 2022 respectively. EPS loss per basic and diluted share was $0.04 for Q1 2023 and $0.07 for Q1 2022. EBITDA for the quarter ended March 31st, 2023 was $1.8 million as compared to negative $300,000 EBITDA for the quarter ended March 31st, 2022. Adjusted EBITDA for Q1 2023 was $3.3 million as compared to $1.2 million for Q1 2022. Adjustments to EBITDA include stock-based compensation expense, gains losses from the re-measurement of derivative liabilities, gains losses recognized upon the settlement of certain debt instruments, and the effects of purchase accounting adjustments in connection with recent acquisitions. Turning to the balance sheet, at March 31, 2023, BoxLite had $11.3 million in cash, $61.6 million in working capital, $44.7 million in inventory, $179.6 million in total assets, $44.4 million in debt, net of debt issuance costs of $5 million, and $49.8 million in stockholders' equity. At March 31, 2023, BoxLight had 75.1 million common shares issued in outstanding and 3.1 million preferred shares issued in outstanding. With that, we'll open up the call for questions.

Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, please press star 1 if you have any questions, and please hold while we poll for questions. And the first question today is coming from Brian Kinslinger, calling from Alliance Global Partners.

Good evening, guys. Thanks for taking my question. You said you expect modest single-digit revenue growth. Sorry to ask, but is that constant currency or reported revenue? And then with the drop in orders, what gives you the confidence that you can offset a 16% to 18% year-over-year decline in the first half, especially with your comments that the fourth quarter is seasonally weak along with the first quarter.

Apologies, Brian.

It looks like Michael's line has disconnected. Greg, you were... And the speaker line has reconnected. Brian, if you wish to repeat your question.

Sure. Essentially, with the single-digit revenue of A, I'm curious if that constant currency or reported revenue, and then with the drop in orders... And with the guidance, year-over-year revenue declining 16% to 18% in the first half of the year, what gives you the confidence that you can hit single-digit revenue growth for the year, especially in light of your comments that the first and the fourth quarter are seasonally weak, suggesting the fourth quarter won't be that strong?

Yeah.

So you're, you're right. Typically that, uh, you know, typically Q4 is not one of our stronger quarters. However, we do, uh, expect, you know, just from the order, uh, the tenders we're seeing coming in, we do think that activity will pick up in the second half of the year. I think part of that is from, that gives us a little confidence in that is, is one, just, uh, the, the tenders we're seeing currently, uh, that are being placed, uh, in the level of activity. Also, we think there is a little bit of a pent up activity, uh, you know, just following the slowness in the first half of the year. You know, we don't expect, you know, double-digit growth for the full year. We, you know, expect there to be just modest growth. But we think even for Q3 and Q4, you know, we expect a stronger Q3 and Q4 compared to our historical results.

Okay. But you're talking about total year-over-year revenue, not just growth in the second half of the year. Is that right?

That's correct, yes.

Okay. And then first, sorry for help on the dictionary here for me. Are tenders actually orders? Are they kind of RFPs? I'm not really sure what a tender is. But then the bigger question is, you can talk about the pipeline today of deals that you're looking at versus maybe a year ago. Are there more? Are there less? Is there more an aggregate value or less? Maybe from a U.S. international perspective would be great.

Yeah, it's more of a pipeline growth. So what we're seeing is obviously in Q3, Q4, last year we started to see order intake slow down. And that's continued in Q1. We expect that to continue in Q2 a little bit. There is significant activity, especially in the US. And we see every week the amount of opportunities being registered in our pipeline, quite significant increases. So that gives us some level of confidence that we think ultimately the school districts are going to have to start ordering soon. We think that will probably be more likely Q3, Q4. And that's similar to kind of what we're seeing in EMEA as well. So we know that there's been kind of a post-pandemic slowdown, but we expect ultimately that the education spend will continue.

And just to be clear on the pipeline, again, maybe you can't answer, but maybe you can. Sorry to ask this again. Is the pipeline in aggregate U.S. international more than, say, a year ago? Is it about similar? I know you're gaining shares, so you need a little less pipeline probably to grow, but I'm just curious how that kind of compares to last year.

Yeah, I don't have the exact number here in front of me, but generally I would say it's increasing. The pipeline is increasing.

Okay. One more question and I'll get back in the queue as I have others. Yeah.

Hey, Brian, one more comment I was going to make. On the second part of your question about tenders, so we are seeing a large number of tenders or RFPs out there, which are larger projects where school districts are requesting several vendors or partners provide pricing and essentially bid for the business. And so with those larger projects, if we win, you know, several of those projects, which we expect to. Of course, that won't influence our numbers in a big way, and we're seeing a lot more of those now than we have in the previous few quarters.

And those are generally sole sourced or multi-sourced?

Big RFP. Like, do two people win that, or do you just win that?

Generally sole sourced.

Okay. Last question I've gotten, and I'll get back in the queue. Last quarter, you talked about inevitable pricing pressure. Your gross margin this quarter was quite impressive. In fact, the historical trend is obviously higher than any other quarter. You've talked historically about 30% to 32%. In this call, you talked about lower manufacturing costs and freight driving margin. Maybe help us with near-term targets versus medium to long-term on all of those things.

Yeah, so we've been quite conservative the last several quarters mentioning this north of 30%. Of course, we came in at 37% Q1. You remember Q4, we came in at 34%. Q3 was 31%, so we've seen some nice growth there. We don't believe we can maintain the higher 34% to 37% margin. I think it's going to come back down, so we continue to stay north of 30%. The reason we've come in higher than even what we've guided is just because we've done a good job of maintaining high pricing. So we have seen the benefits, as you mentioned, from cost downs and lower costs for transportation, but we've also made it a conscious effort across the company to try to maintain this higher pricing. And that's worked, but we're going to start seeing a lot more price pressure. We're starting to see already, particularly in these larger opportunities and these bigger tender RFP processes, we're going to have to be slightly more competitive on pricing. And so we do expect that to come down in the short term, meaning over the next couple quarters. Again, we believe north of 30%, but but we believe that 37% is probably an anomaly. Now, when you're looking out years, we do think that we can grow that gross profit margin, but that's less about trying to maintain high prices, and that's more about us selling in additional verticals like the enterprise vertical, which is higher gross profit margin business. As well, it's about broadening our product suite and selling higher gross profit margin products or solutions like software and professional development and accessories, and we've talked about some of those.

Great. Thanks so much. I'm going to get back in the queue with my other questions.

Great. Thanks, Brian. Thank you.

The next question is coming from Jack Vander Aard from Maxim Group. Jack, your line is live.

Okay, great. Thanks for taking my questions, guys. I appreciate the update. Michael, maybe I'll just follow up with a few of those questions that were just asked. It's good to see you still expect a full year growth for revenue, obviously a big second half growth rebound. Can you maybe talk about how the current status of the corporate side of the business in terms of revenue mixes and how that piece of the business is expected to contribute to that second half growth? And also, in addition to the corporate side of the business, as well as the front row business, which I think was a little bit subdued recently and in prior periods, but I know that's higher margin revenue and wondering if that is expected to have a strong recovery in the back half of the year as well. Thanks.

Yeah, thanks for the question, Jack. Maybe I'll mention a couple things. I'll have you jump in, Mark, and fill in some of the gaps. So first off, again, speaking on first year versus second half of the year, on the first half of the year, given our guidance of $50 million for Q2 plus $41 million in Q1, we're going to come in somewhere around $91 million is what we're guiding to. That's down about 17% from the first half of last year. So we definitely have a little bit of a mountain to climb to be able to get to the single digit growth for the full year. But again, we think it's achievable mainly based on really our education business, which is the business that drives most of our sales. And that's 90 plus percent of our sales is specifically K-12 education. Now, we are seeing growth in those other areas. And Mark, maybe you can talk a little bit about enterprise. And then let me say a couple quick things about Front Row, and I'll have you talk about enterprise. So Front Row was down a little bit last year. If I remember right, we came in around $23 million of revenue last year. Gross profit margin was a little bit under 50%. We are going to see growth this year. We haven't published a number on that, but it is going to come in well north, we believe, of that $23 million. Also, the gross profit margin has been a little bit higher already in Q1 and beginning of Q2. So we're going to see, I believe, north of 50% gross profit margins. So that will have some movement for our total numbers, certainly. But then enterprise we'll have Mark talk about.

Yeah. Hi, Jack. So in terms of corporate or corporate higher education, we probably know about 15% of our revenues in EMEA is corporate-based. In the U.S., it's probably more like 5%. So it blends at probably just under 10% across the globe. We do expect, and if you look at the future source data, over the next three to five years, we'll see a bigger growth in the margins coming from corporate compared to education, which will basically help us, as we grow that part of our business, increase our average margins over time, which is why it's so important to us. So that's kind of how we're looking at corporate, if that kind of answers your question.

Yeah, no, that's very helpful. And I imagine, I guess what I'm also trying to get a read through is, you know, with the strong gross margin, the record gross margin this recent quarter, and the fact that front row is supposed to kind of, you know, higher margin, it's going to ramp up in the back.

Front row had a great Q1, if I'm honest. I mean, we were pleased with the front row result on Q1.

And that helped with the gross profit margin, but it really was more driven by a higher gross profit margins on our core panel sales. That's really what it was that helped. bring that margin up to where it was. Like we said, we're going to see some compression of that margin on interactive flat panels. We'll maintain high margins in all the other solutions, but interactive flat panel margins will come down a little bit. One more comment on enterprise, which I think maybe we've talked about the last couple quarters, but we've really invested in our enterprise team, particularly in the U.S. We've hired several individuals that are focused on enterprise, and we do expect to see some substantial growth over the next few quarters in that vertical.

And then just a follow-up in terms of, I think you had drawn down a little extra on the credit facility or the debt to probably, I imagine, anticipate working capital for stronger strengthening orders. Is that kind of a read-through there for that drawdown? And then also, can you just touch on your maybe cash flow or liquidity expectations for the rest of the year? Thanks.

Yeah, sure. Yeah, that's right. Go ahead, Greg. Okay, yeah, that's right. We did draw down $3 million on our delay draw facility in April, and that was a facility that was set to expire at the end of June. So we terminated that facility at the time we did that. So we drew down $3 million. You're right, it's for working capital purposes. We're obviously, you know, ramping up for what we expect to be, you know, an increased order activity period, you know, here toward the end of Q2, Q3, you know, in the second half of the year. So This is really just, you know, deposits for stocking up on inventory to meet the future sales demand. Combined with the fact that we, you know, typically this is, you know, from a seasonality standpoint, this is a little bit lighter time of the year for us. We still have, you know, requirements under our credit facility to maintain certain cash balances as well. And so those factors coupled with the fact that, you know, we've paid down $8.5 million of our debt in Q4 of this past year, you know, a little lighter, but You probably saw that the $3 million is going to be paid back by the end of September of this year, so we feel like we will be easily able to pay that back out of our cash available on hand. We typically see our cash balances slowly increase throughout the year, and typically we have more of the cash influx come in late Q3, early Q4, as we start to collect a lot of payments on the sales from the busier time of the year, which is typically late Q2, Q3 period.

Great. That's helpful. And then maybe just one more in terms of OpEx, if I could sneak this in. So it sounds like, you know, Michael, in your prepared remarks, it sounds like you guys have had a lot of, you know, talent come in the door from your competitors as well. So it sounds like you're really beefing up your professional staff and capabilities here. What does this do, though, for your OPEX as you look forward relative to where it was last year and then this first quarter? Anything there would be helpful.

Sure, yeah. So, you know, as Michael mentioned in his remarks, you know, we have brought in some really good talent. There's been, you know, a couple positions that we've brought in, you know, due to, you know, retirements or replacements of certain individuals that bring a lot of experience, so not necessarily, you know, a net increase from a you know, OPEX standpoint, you know, from, if you're thinking from a salaries and wage perspective, you know, our growth, you know, as it comes to a headcount perspective is, is really just through, through the normal, you know, revenue growth, you know, that we want to, that we want to obtain. You know, we, we have, I think, done a good job of controlling OPEX, you know, over the last year, kind of post the front row acquisition, you know, we're kind of reaching a, an optimal level, I think for, for the year, uh, for 2023, uh, you know, so we were obviously about 700,000 less Q1 over Q1. Uh, some, some of that was some third party con, you know, contractor costs we've been able to save, um, you know, and other, and other areas we've been, uh, you know, we've been able to be more efficient with, uh, I think you'll see Q2, Q3, uh, and, and really the duration of the year start to, uh, trend more to the way it was, uh, last year. such that, you know, on an annual basis will, you know, probably be comparable to slightly under, you know, where we were on OPEX for 2022. Got it.

I appreciate the color. I'll hop back in the queue. Thanks, guys. Yep.

Thank you, Jack. Thank you. And once again, just a reminder, you can press star 1 on your phone if you wish to enter the Q&A queue. The next question is coming from Daniel Zoleta from True Inversion. Daniel, your line is live.

All right. Hi, Mark. Hi, Michael. I had a lot of questions about sales that were asked before, so I want to skip to the incentive plan. In 2021, you asked for 5 million shares that were supposed to last three years. And now you're asking for $7.5 million, and it's an increase in 50%. I want to know why you're asking more, since sales are not growing that fast, and it feels like you're compensating the low share price with granting more shares, and I feel it should be aligned with shareholder values.

Yeah, thanks for the question.

Yeah, so the request for the additional shares for the pool really is to make sure we have the proper allotment to be able to meet the needs in the future. So that's first off, right? And just by making the pool available doesn't necessarily mean that we will issue those right away, but we'd like to have a pool of shares available. As far as the number of shares that we issue, and we try to meet the industry standard and issue compensation based on what we need to to attract top talent. And that's a combination of working with our board of directors and talking as an executive team, but also we've used professional third-party organizations that have also helped recommend what compensation should be, including share issuances. And so, given our size, I understand the concern, given the market cap of the company, but given our size, a $200 million plus company, we try to set compensation for executives and other team members appropriate for the positions that we're offering that include both base compensation, perhaps commission or bonuses, and then equity piece. And I would add one more thing that I think we want our executives in particular and our board members to hold shares in the company. I mean, us holding shares aligns us with our shareholders where we want the share price to go up because that's how we're compensated to make money as the share price goes up. I don't think as shareholders, myself being one, that we would want our executives and decision-makers not to hold shares and be aligned. And so we believe that's actually a way to align executives to the shareholders by making sure, again, they hold shares that are substantial enough to make a difference.

All right. Thanks for the reply.

And another question, Michael, have you considered any time window for the buyback? I know there's no time because of the cash flow, but is it a price too low to start buying back? Let's say the market cap is 10 million. I guess 1 million of buyback takes down 10% of the company. I mean, is there a price too low to consider start buying now?

Yeah, so we clearly think that the stock price is well below where it should be, and the company is significantly undervalued. There's no question about that. So utilization of the repurchase program will be a function of a couple things. One is it requires board approval, so we talk to our board about it, and we're going to make sure we utilize that when we and the board think it's the appropriate time. Secondly, we can only use the stock buyback program when we're in open trading windows. You know, we've been blacked out until now, for example, right? So we only have certain trading windows throughout the year that we can utilize the stock buyback. And then the third consideration really is around cash flow. You know, when we have excess cash and the question is, how do we best utilize that cash to drive value to the shareholders? And that's a combination of investing in the business, perhaps paying down debt or perhaps buying back our stock. And so I would say we will consider all those factors over the next weeks and months and quarters. And we fully plan to utilize the stock repurchase program. That's why we put it in place. It's because we plan to utilize it. And when we do, we'll make the shareholder base aware. But for now, we're just going to monitor things over the next few months and try to find the appropriate time.

All right. Thank you. I guess last question about the reverse split. Do you have another file extension going on, or it's just reverse split or delisting? What are your choices there or your options?

Yes, we've already gone through two extensions with NASDAQ. We do not believe there is another extension. Clearly, it would be great if we could have another extension, and it is something we've asked about. but I don't believe, or I haven't seen examples where NASDAQ is provided another extension. We'll let you know if that happens. But assuming that there isn't another time period where we can wait, then either the stock price needs to be above the $1 stock price requirement, or the other option would be the reverse stock split. And so that's gonna be something that we're gonna consider over the next few weeks as we get closer to our deadline, which the deadline to comply is early July, And so it's going to be, you know, late June when we look at whether the reverse stock split is needed or not. We don't think it's in the best interest of the shareholders to have the stock be listed from NASDAQ. And so, you know, we clearly believe that's in the best interest of all of us to maintain our listing. And so, again, if required, then we'll consider a reverse stock split. Now, my belief, maybe one more thought on that is, you know, my belief on the reverse stock split is even if that is the case and we've held it off as long as we could and, you know, we believe that we provided financial results where we thought that, you know, that the stock would recover and be north of where it should be, but market conditions have made that difficult. But even in the event that we have to affect a reverse stock split, I don't think that changes the long-term potential. Shareholders that believe in the story, believe in what we're doing, believe in the intrinsic value of the company, that's going to be realized in the future. Even if the share count is slightly lower, fine. We're going to continue to deliver positive results, build a great company, and the value we'll appreciate in time to where it should be.

Great to hear, Michael. Just taking into consideration the dilution, I mean, something like, I understand it, but it's 16% of the total shares, and last time it was 5 million for three years, and it lasts two years. So that's the only thing that keeps me a little worried, so I'll let you know. And the last thing about...

Quick comment on that. I would say that's fair. So that's noted. I will say just because we authorize the pool doesn't mean the shares will be issued. You know, it's a pool that would be authorized for issuance. Of course, the board would approve all the issuances at the time that we issue the shares. But, no, that's a valid point, and we will absolutely take that into consideration in the future as we look to potentially issue shares.

Thank you very much. And last thing I didn't hear is about the Bloom partner. We had a lot of great news in the past, Samsung partnership, the merge from Trot with Bloom, but we haven't seen a ramp in sales yet. I guess you said it's about the market, but what can you tell me about all these partners that you have, partnerships you have made, but they haven't worked out that well as we would expect.

Yeah. I mean, they have worked out very well. I mean, you're right. The market is definitely subdued compared to where we were 12 months ago. But Bloom is still a very, very significant partner for us. They were our second biggest partner in Q1. So we still have a very significant relationship there. We're working on lots and lots of bids with them. So there's a great relationship, lots of engagement, and it's all in a good place.

Yeah, and I would say, again, it's not – so the revenue coming down slightly from where we thought we'd be and down from last year for Q1 and guidance for Q2, that's not a function of any one partner not performing. That's really across the board. Sales have been slower, and we've seen that through most of the globe that just sales have been a little bit slower – We believe that's a lull, just a kind of slight lull after a nice ramp over beginning of last year. And in 2021, we saw a nice ramp in sales during those time periods post-COVID. And we think it's going to start to pick up again. In fact, we're starting to see that already. As we've guided to, we expect the second half of the year to be a tremendous second half of the year.

All right. Well, thank you very much for taking my call. Congratulations on the improvement margin. I'm sorry if all the questions sound hard. Thank you for answering. I'm going back to the... Those were all great questions.

Yeah, thank you. We love to get questions from shareholders. We always invite shareholders to call in, and so, yeah, I appreciate that. Thank you.

Thank you.

And the next question, we have a follow-up from Brian Kinslinger from Alliance Global Partners. Brian, your line is live. Thank you.

Thanks. Two questions. First, you talked about unspent budget dollars for the year. That's one of the drivers of why you expect orders and revenue to start to pick up. Are those budget dollars mostly subsidized government dollars? And if you look back in the last two years, post-COVID government money, do most school districts use all of their budgets available to them, or is a lot left unspent?

Yes, so to answer the second half of that question, schools absolutely generally use all of their budget, because generally budgets in the U.S. and throughout the world, they're use or lose it, and schools don't want to lose budget money. Also, if you come in under your budget, you have the risk of a budget adjustment the following year, where the decisions makers may decide, hey, maybe you need less money this year because you didn't use all your money last year, so It's very rare that budgets are not used. As far as budgets this year, they're quite robust. You haven't really seen much of a decline in budgets, particularly budgets that are allocated to technology spend across the U.S. and in most of the markets in Western Europe. So they have nice, still robust budgets. On top of that, in certain areas, they've gotten additional federal money, as we've talked about on previous calls. here in the U.S. being the largest, almost $200 billion allocated from the federal government to education spending. A lot of that being spent on technology, like the technologies that we sell. And the bulk of that, the largest bucket of that, which was about $120 billion, which was the ESSER III funds, the bulk of that still hasn't been spent. That's going to be spent this year, next year. But, yeah, budgets are robust. The money's there. The lull in spending really, I think, was just a breather of, of a lot of these school systems and districts that had been buying a lot of technology, and then they took a break for a little while, and I believe they're going to ramp back buying.

Okay. And then one on the balance sheet, a follow-up. I think I heard Greg say $3 million in September, but can you remind us of the balloon payments due in 2023 and 2024, and how much cash does your covenant require you to maintain?

Yeah, so as you remember, we paid down $8.5 million in Q4. Now, that was an amount that was due in February of 2023, so we were able to pay that down a little bit earlier than expected, so that amount was paid. Our debt service costs on an annual basis, you know, range from $10 to $11 million, of which about $2.5 million is principal payments. Those were So the $8.5 million was the balloon payment, if you will, that was required to be made. And at this point, you know, we just have our regular debt service requirements to be made. Aside from the $3 million, we just drew down on the delayed draw term loan facility, which is due to be repaid by the end of September this year.

So there's no more balloon payments is what you're saying? Correct. Okay, and then how much cash did you require?

Two and a half million of principal per year. Yeah, the principal amortization is two and a half million per year, right? That's it. It was a four-year term on the facility. So, you know, we're just over one year in, so we got just under three years left on that. Right, right. Yeah.

And the cash you have to maintain?

Yeah, on the cash we have to maintain, it's $4 million. You know, global consolidated cash balance is $4 million. That was relaxed through the month of May to $1 million. Now, obviously, we expect to be, you know, above those amounts, you know, throughout the time. But it was relaxed to $1 million through May. Then it reverts back to $4 million per the original agreement after that, starting in June.

Okay. Thanks so much, guys.

Thank you. There were no other questions in queue. I would now like to hand the call back to Michael Pope for closing remarks.

Great.

Thank you, everyone, for your support and for joining us today on our first quarter 2023 conference call. We look forward to speaking to you again in August when we report Q2 2023. Thank you.

Thank you. This does conclude today's conference. You may disconnect your lines at this time and have a wonderful day. Thank you for your participation.