SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Apr 21, 2015
Boxlight Corp (BOXL) (CIK 0001624512)
Date: April 21, 2015 · CIK: 0001624512 · Accession: 0001493152-15-001544
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CORRESP
1
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CORRESPONDENCE
April
21, 2015
Amanda
Ravitz, Assistant Director
Securities
and Exchange Commission
Division
of Corporation Finance
100 F Street,
NE
Washington,
DC 20549
Re:
Boxlight
Corporation (formerly known as Logical Choice Corporation)
Amendment
No. 1 to Draft Registration Statement on Form S-1
Submitted
February 12, 2015
CIK
No. 0001624512
Dear
Ms. Ravitz:
This
letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”),
dated March 9, 2015 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a
Logical Choice Corporation). (the “Company”) regarding Amendment No.1 to the Confidential Draft Registration Statement
on Form S-1 (the “Registration Statement”), submitted by the Company on February 12, 2015.
This
letter sets forth each comment of the Staff from the Comment Letter (numbered in accordance with the Comment Letter). Immediately
following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the
location of the changes made. The Company is concurrently submitting via EDGAR this letter and Amendment No.2 to the Registration
Statement on Form S-1 (the “Amended Registration Statement”).
Prospectus
Summary, page 1
1.
Revise the first few paragraphs of the summary to clarify the relative size of each acquisition target by disclosing their respective
revenues and net gain/loss.
RESPONSE:
We have revised the disclosure to include the respective revenues and net/gain loss of each acquisition target.
Acquisition
of Boxlight, page 7
2.
Please clarify when the closing of the sale of series C convertible preferred stock will occur. In addition, please clarify whether
the conversion of the preferred stock into class A common stock will occur simultaneously with the closing.
RESPONSE:
We have revised the disclosure to clarify the timing of the sale of the series C convertible preferred stock and the automatic
conversion of the preferred stock.
3.
Revise the first sentence of the second paragraph of this section for clarity.
RESPONSE:
We have made relevant revisions for clarity.
Acquisition
of Genesis, page 7
4.
Your disclosure indicates that other than one share retained by Vert Capital, all shares held by Vert Capital and the former members
of Genesis will be returned to the treasury. Please revise to clarify the equity interest that will be acquired by Parent in this
transaction.
RESPONSE:
We have revised the disclosure to clarify that Boxlight Parent will acquire 100% of the equity interest in Genesis.
Our
Status as an Emerging Growth Company, page 9
5.
We note your response to prior comment 16. Since you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1) of the Act, you should include risk factor disclosure in which it explains
that this election allows it to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. You should also disclose in the risk factor
that, as a result of this election, your financial statements may not be comparable to companies that comply with public company
effective dates. You should also provide a similar statement in your critical accounting policy disclosures in M D& A.
RESPONSE:
We have included the requested risk factor and the relevant disclosure in our critical accounting policy in MD&A.
We
will operate in a highly competitive industry, page 12
6.
While we note your response to prior comment 17, it remains unclear why you elected to identify in your prospectus the particular
companies named. Please tell us the objective criteria that you used to determine the competitors that would be identified in
your filing. To the extent that other companies also satisfied your objective criteria but were not named in the filing, please
explain why they were omitted. As previously noted, please be aware that we do not consider name recognition a sufficient basis
for identifying a competitor in your prospectus.
RESPONSE:
Of the companies that offer same or similar products, we do not consider ourselves to be in more direct competition with any
particular company. Therefore, we have removed the listed companies, and have instead, provided the categories of the companies
we compete with.
Our
future sales of interactive displays, page 14
7.
Please revise this risk factor, and elsewhere in the prospectus as appropriate, to include the clarifying information contained
in your response to prior comment 18.
RESPONSE:
We have revised the risk factor and the disclosure throughout the prospectus to include the clarifying information previously
provided to the Staff.
Our
suppliers may not be able to supply, page 14
8.
We note your response to prior comment 19. Please provide additional detail regarding the overselling of your forecast. Specifically,
please tell us more precisely when it occurred, by how much you oversold, how long the ensuing shortage lasted and whether you
have taken any steps to prevent future overselling.
RESPONSE:
In June 2014, we were engaged to supply interactive projectors to a school district in the middle part of the United States.
The order was initially to be fulfilled in even installments over a two-year period. The school district subsequently received
additional funding and requested us to accelerate delivery by fulfilling 50% of the total order within the first six-month of
the two-year period. As a result, the total orders for finished product exceeded our forecast. Because our suppliers were unable
to deliver sufficient amount of components for the production of the unexpected orders, we experienced a backlog of delivering
finished products, that lasted through 2014 and into 2015. As of December 31, 2014, we had a backlog of finished product delivery
of approximately $2,100,000.
To
prevent future overselling, we have increased our inventory of components; we have worked closely with our supplier to establish
protocols to provide and deliver unexpected orders of key components; we have also added air-freight as an alternative to transport
components to sea-freight for situation as we experienced in 2014. In addition, it is our intention, as mentioned in the use of
proceeds, to allocate financial resources to improve our inventory management, including establishing an inventory buffer of components
appropriate to our business.
We
have revised the disclosure accordingly to provide clarification.
An
affiliate is in liquidation, page 16
9.
Please expand your disclosure to describe further the potential consequences to you if creditors successfully claim that the obligations
owed by Logical Choice Technologies must be performed by it, or otherwise guaranteed by you. In this regard, please address the
size of the obligations relative to your financial position and whether there is a possibility that the entire acquisition could
be unwound. Also, please tell us whether the inactive status of Vert Capital’s Delaware subsidiary will have any impact
on the proposed acquisition or liquidation.
RESPONSE:
We have revised to clarify that neither the liquidation of LCT nor a successful claim of LCT’s creditors if any will
affect the proposed acquisition. In addition, the inactive status of LCC-Delaware will not have any impact on the proposed acquisition
or the liquidation.
Unaudited
Pro Forma Combined Financial Statements, page 28
Notes
to Unaudited Pro Forma Combined Financial Statements, page 32
10.
We note your response to prior comment 23. Consistent with your response, please revise your filing to explain that you have not
reflected any pro forma adjustments to reflect the tax impact of the pro forma adjustments since you believe that the tax impact
would not be material.
RESPONSE:
We have revised our filing to reflect that there are no pro forma adjustments related to tax, as we do not believe that the
tax impact will be material.
(6)
Purchase Price Allocation, page 34
11.
We note your response to prior comment 27 and that your underwriters valued your company at $1.39 per share based on an $80 million
valuation. In light of the fact that the actual valuation could differ from that presented here and that could materially impact
the purchase price allocation, please provide additional disclosures to explain how a change in the valuation would impact the
pro forma presentation.
RESPONSE:
We have revised our filing to state that if the actual valuation differs from the $80 million valuation provided by our underwriters,
the difference could materially impact our pro forma presentation. We are using the $80 million valuation as our best estimate
of calculating the purchase price for the acquisitions. A difference in our valuation would change the amount of goodwill created
under the proposed transaction. If the valuation goes up goodwill will increase and if the valuation goes down goodwill will decrease.
There are no other impacts to the pro forma financial statements.
12.
Further to the above, we note your response to prior comment 31. We note that the assumed gross offering proceeds of $15 million
from the sale of 17,250,000 shares as detailed on the cover page represents a price of $.87 per share, which differs significantly
from the $1.39 per share valuation you present elsewhere. Further, utilizing the pro forma shares outstanding you refer to in
response to comment 27, the implied offering price suggests a valuation of approximately $65 million. Please reconcile these amounts
and explain why you believe it is appropriate to present two separate values for your common stock in the filing.
RESPONSE:
We have revised our filing to reflect a reverse stock split that changes our fully diluted shares, along with our stock price.
Our filing only includes one value for our company.
13.
We note your response to prior comment 30. For each of the Boxlight and Globisens transactions, please reconcile the implied
value of the transaction, which is calculated using the shares issued at $1.39 per share together with any cash paid, to the amount
presented on page 39 as the consideration paid for each of the transactions For example, you disclose that you will issue 12,438,390
shares for the Boxlight acquisition as well as $7.3 million of cash. Utilizing a value of $1.39 per share, this represents consideration
paid of $24.6 million. However, the table on page 39 presents $21.0 million as the consideration paid.
RESPONSE:
We have revised our filing to reflect the value of consideration paid as follows (numbers are presented in thousands). Note
that pursuant to the share purchase agreement and stock option agreement, the $7.3 million is being deposit to an escrow account
and will be remitted to us immediately upon closing (as the consideration to exercise the option to purchase the Company’s
Series C preferred stock), as such, is not considered as part of the consideration paid.
Assets
acquired:
(in
thousands)
Boxlight
Globisens
Current assets
$ 22,720
$ 1,389
Property, plant and equipment
1,113
464
Intangible assets (including pro forma adjustment)
11,531
2,558
Other assets
221
-
Goodwill
5,082
1,502
Total assets
40,667
5,913
Total liabilities
(17,081 )
(410 )
Net assets
23,586
5,503
Fair value of non-controlling interest
(4,175 )
-
Net assets acquired
$ 19,411
$ 5,503
Consideration
paid:
(in thousands)
Boxlight
Globisens
1,941,133 shares issued at $10.00 per share to acquire 82.3% of the outstanding ownership
of Boxlight
$ 19,411
$ -
223,314 shares issued at $10.00 per share to acquire Globisens
-
3,003
Cash to acquire Globisens
-
2,500
Total consideration paid
$ 19,411
$ 5,503
14.
We note your response to prior comment 28. However, it appears that the analysis you provided is limited to the factors listed
in FASB ASC 805-10-55-12. Please expand your prior response to address the comments below regarding your analysis of the factors
listed in FASB ASC 805-10-55-12 as well as the comments below relating to your analysis of other factors listed in FASB ASC 805:
●
You
state that the shareholders of Boxlight Corporation will have the ability to elect, appoint, or to remove a majority of the
members of the Board of Directors. Please clarify if you are referring to the pre-transaction Boxlight shareholders or the
post-transaction shareholders. In this regard, please also clarify how the remaining three Board members will be elected.
●
You
state that the senior management of Boxlight Corporation will be the senior management of the combined entity. With reference
to the senior management, please clarify for us if any of the existing employees and senior management of Everest Display
will become employees of Boxlight Corporation after the transaction. Explain the significant roles these employees will have
and how you considered this in your analysis. In this regard, it appears that the President and Chief Operating Officer of
the combined company will come from Boxlight (Everest Display).
●
You
state that Boxlight Corporation will pay a premium over the pre- combination fair value of all the equity interests of the
other combining entities. With reference to the implied value of your stock in connection with this offering ($.87 per share),
please provide us with your calculations that support this assertion as it relates to the Everest Display transaction.
●
Tell
us how you have considered FASB ASC 805-10-55-13. In this regard, we note that as of and from September 18, 2014, from the
date of inception through September 30, 2014, Boxlight Corporation had $0 assets and $0 revenues while as of and for the nine
months ended September 30, 2014, Everest Display has $24 8 million in total assets and $18 million in total revenue.
●
Tell
us how you have considered FASB ASC 805-10-55-15. In this regard, we note that Boxlight Corporation was just formed on September
18, 2014 and it appears it was formed for the purposes of issuing equity interests to effect these business combinations.
RESPONSE:
The Company determined through its review of FASB ASC 805-10-11 through 805-10-55-15 that the acquisition of Everest Display,
Inc. (Boxlight) should be accounted for using the acquisition method of accounting with Boxlight Corporation (f/k/a Logical Choice
Corporation) as the acquiring entity.
We
believe the following reasons support our decision:
Pursuant
to Par. 1.7 of the share purchase agreement among K Laser Technology, Inc. (the shareholders’ representative of Boxlight),
Boxlight Corporation (Boxlight Parent), and Vert Capital, the board of directors of Boxlight shall consist of a minimum of 7 members,
of which, Boxlight Parent (Shareholders of pre-transaction Boxlight) shall have the right to nominate and/or designate 4 members
and K Laser Technology, Inc. shall have the right to nominate 3 members. All board members have been appointed. Additionally,
after the proposed transaction, Boxlight Parent’s board of directors will have 5 members within which, 4 will be appointed
by pre-transaction Boxlight shareholders and 1 will be appointed by K Laser Technology Inc.
After
the acquisition, the CEO of pre-acquisition Boxlight, Mr. Alex Kuo, will resign from all of his pre-acquisition positions. Before
the acquisition, Mr. Kuo also acted as the CFO and COO of Boxlight. The senior management of pre-acquisition Boxlight Corporation
(f/k/a Logical Choice Corporation) will dominat