UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Period ended
OR
For the transition period from _________________ to ________________
Commission File Number
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
|
|
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| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
_____________________________________________
(Former name, former address and formal fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange in which registered |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company under Rule 12b-2 of the Exchange Act. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
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 ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of registrant's shares of common stock, $0.001 par value outstanding as of August 11, 2025 was .
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Beam Global
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Inventory, net | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Deposits | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Sales tax payable | ||||||||
| Deferred revenue, current | ||||||||
| Note payable, current | ||||||||
| Contingent consideration, current | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Deferred revenue, noncurrent | ||||||||
| Note payable, noncurrent | ||||||||
| Contingent consideration, noncurrent | ||||||||
| Other liabilities, noncurrent | ||||||||
| Deferred tax liabilities, noncurrent | ||||||||
| Operating lease liabilities, noncurrent | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 10) | ||||||||
| Stockholders' equity | ||||||||
| Preferred stock, $ par value, authorized, outstanding as of June 30, 2025 and December 31, 2024 | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated Other Comprehensive Income (AOCI) | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
| 3 |
Beam Global
Condensed Consolidated Statement of Operations and Comprehensive Loss
(Unaudited, in thousands except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Impairment of goodwill | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ( | ) | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net foreign currency translation benefit (expense) | ( | ) | ( | ) | ||||||||||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per share - basic/diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares outstanding - basic/diluted | ||||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
| 4 |
Beam Global
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited, in thousands)
| Accumulated Other Additional | Total | Accumulated Other | Total | |||||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Comprehensive | Stockholders' | ||||||||||||||||||||
| Stock | Amount | Capital | Deficit | Income | Equity | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock issued for director services - vested | ||||||||||||||||||||||||
| Stock issued to (released from) escrow account - unvested | ||||||||||||||||||||||||
| Employee stock-based compensation expense | – | |||||||||||||||||||||||
| Impact of foreign currency translation | – | |||||||||||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock issued for director services - vested | ||||||||||||||||||||||||
| Stock issued to (released from) escrow account - unvested | ( | ) | ||||||||||||||||||||||
| Settlement of earnout related to acquisition | ||||||||||||||||||||||||
| Employee stock-based compensation expense | – | |||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||
| Impact of foreign currency translation | – | |||||||||||||||||||||||
| Sale of stock under Committed Equity Facility | ||||||||||||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock issued for director services - vested | – | |||||||||||||||||||||||
| Employee stock-based compensation expense | – | |||||||||||||||||||||||
| Warrants exercised for cash | ||||||||||||||||||||||||
| Impact of foreign currency translation | – | ( | ) | ( | ) | |||||||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock issued for director services - vested | – | |||||||||||||||||||||||
| Employee stock-based compensation expense | – | |||||||||||||||||||||||
| Warrants exercised for cash | ||||||||||||||||||||||||
| Impact of foreign currency translation | – | ( | ) | ( | ) | |||||||||||||||||||
| Sale of stock under Committed Equity Facility | ||||||||||||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
| 5 |
Beam Global
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Provision on credit losses | ( | ) | ||||||
| Change in fair value of contingent consideration liabilities | ||||||||
| Impairment of goodwill | ||||||||
| Employee stock-based compensation | ||||||||
| Disposal of property and equipment | ||||||||
| Amortization of operating lease right of use asset | ||||||||
| Abandoned patent costs | ||||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Inventory | ( | ) | ||||||
| Deposits | ( | ) | ( | ) | ||||
| Increase (decrease) in: | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ||||||||
| Operating lease liability | ( | ) | ||||||
| Sales tax payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Other long term liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Payment of deferred consideration | ( | ) | ||||||
| Funding of patent costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities: | ||||||||
| Proceeds from sale of common stock under committed equity facility, net of offering costs | ||||||||
| Warrants exercised for cash | ||||||||
| Repayments of note payable | ( | ) | ||||||
| Borrowings of note payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Settlement of earnout related to acquisition | $ | $ | ||||||
| Purchase of property and equipment by incurring current liabilities | $ | $ | ||||||
| Transfer of prepaid asset to inventory | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
| 6 |
BEAM GLOBAL
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations
References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.
Beam is a clean-technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates. We develop, design, engineer, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, infrastructure for Smart Cities (the interconnected physical and digital elements within a city that utilize technology to enhance efficiency, sustainability, and quality of life for residents), energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and unique form-factors. Additionally, we manufacture structures with electronic integration such as street lighting, cell towers and energy infrastructure products as well as power electronics including invertors, charge controllers, power supplies and LED lighting. Beam’s energy storage products provide high energy density in safe, compact and bespoke form-factors, which we believe are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without being connected to the electrical grid.
Beam’s products and proprietary technology solutions target the following markets:
| · | EV charging infrastructure; | |
| · | Smart Cities infrastructure; | |
| · | Energy storage solutions; | |
| · | Energy security and disaster preparedness; | |
| · | Transportation infrastructure products; and | |
| · | Power electronics and telecommunications equipment | |
Basis of Presentation
The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In Management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and six months ended June 30, 2025 and 2024, and our financial position as of June 30, 2025, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024. The December 31, 2024 balance sheet is derived from those statements.
| 7 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for certain expected credit losses, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.
Recent Accounting Pronouncements
Recent pronouncement not yet adopted
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s disclosure update and simplification initiative issued in August 2018. The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoptions prohibited.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid. This standard will be effective for Beam beginning with our annual financial statements for the fiscal year ending December 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact that the updated standard will have on our consolidated financial statements.
Concentrations
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable.
The Company maintains its cash
in banks and financial institutions deposits that at times may exceed federally insured limits. The Company has not experienced any losses
in such accounts from inception through June 30, 2025. As of June 30, 2025, approximately $
Major Customers
For the three months ended
June 30, 2025, one customer accounted for
| 8 |
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
| Schedule of concentration risk | June 30, | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Assets - Serbia | $ | $ | ||||||||||||||
| Assets - U.S. | ||||||||||||||||
| Total Assets | $ | $ | ||||||||||||||
| Liabilities - Serbia | $ | $ | ||||||||||||||
| Liabilities - U.S. | ||||||||||||||||
| Total Liabilities | $ | $ | ||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales - Serbia | $ | $ | $ | $ | ||||||||||||
| Sales - U.S. | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
| Net Income/(Loss) - Serbia | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net Loss - U.S. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Impairment of Goodwill
The Company operates as one operating segment and reporting unit and therefore evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. Management does not believe that the carrying value will not be recoverable however the sustained decline in our stock price has triggered a determination of the fair value of the reporting unit, requiring us to make significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual future results could differ. Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit.
During the three months ending March 31, 2025, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding (“market capitalization”) being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below, but not the actual value of the acquired entities which included the goodwill which is being impaired. Considering the circumstances and indicators of potential impairment described above, Management performed an interim quantitative goodwill impairment test as of March 31, 2025. Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present. The Company does not have any indefinite lived assets other than goodwill.
| 9 |
The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 was a triggering event which required Management to perform a quantitative goodwill impairment test. Management determined the value of goodwill largely based on the Company’s stock price and not on the activities or performance of the acquired entities. The results of the Company’s test for impairment of goodwill as of March 31, 2025, utilizing recent trends in stock price over a reasonable period, created a condition in which the accounting rules determine that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $ million goodwill impairment for the single reporting unit during the three months ended March 31, 2025.
Accounts Receivable
The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, the Company’s historical write-off experience, net of recoveries, and economic conditions. Exposure to losses from receivables is expected to vary by customer due to the financial condition of each customer. The Company estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. A summary of the allowance for credit losses for the three months ended June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||
| (Dollars in thousands) | 2025 | 2024 | ||||||
| Allowance for credit losses: | ||||||||
| Beginning of period | $ | $ | ||||||
| Net provision for credit losses | ( | ) | ||||||
| (Charge-offs)/recoveries, net | ( | ) | ||||||
| End of Period | $ | $ | ||||||
Fair Value Measurement
The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.
The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.
| 10 |
The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.
The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.
For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of June 30, 2025. The Company had Level 3 liabilities as of June 30, 2025. There were no transfers between levels during the reporting period.
| Level 1 | Level 2 | Level 3 | ||||||||||
| Contingent Consideration as of December 31, 2024 | $ | |||||||||||
| Additions | ||||||||||||
| Change in fair value | ||||||||||||
| Contingent Consideration as of June 30, 2025 | $ | |||||||||||
Significant Accounting Policies
During the three months ended June 30, 2025, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
The following shares were not included in the computation of diluted loss per share:
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Stock Options | ||||||||
| Warrants | ||||||||
| Total Shares | ||||||||
| 11 |
Segments
The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment.
| 2. | LIQUIDITY |
The Company had net losses of
$ million for the six months ended June
30, 2025 which includes $
At June
30, 2025, the Company had a cash balance of $
In March 2023, the Company entered into a supply chain line of credit agreement with OCI Group for up to $100 million to further support our working capital requirements. Subject to the terms of the agreement, OCI Group will make available to the Company funding based on amounts owed to the Company by its customers. To date, the Company has not borrowed against this line of credit.
Although the Company believes that it will become profitable in the next few years as our revenues grow, our gross profit improves and we leverage our overhead costs, we expect to continue to incur losses for a period of time. If necessary, the Company may raise additional capital to finance its future operations through equity or debt financings. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.
| 3. | BUSINESS COMBINATIONS |
Telcom
On August 30, 2024, the
Company acquired Telcom d.o.o Beograd (“Telcom”), pursuant to a Share Sale and Purchase Agreement dated as of August 30,
2024 (the “Telcom Agreement”) with the owners (the “Telcom Sellers”) of Telcom. Telcom is a business located
in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment. Beam acquired all of the equity
stock of Telcom from the Telcom Sellers in exchange for cash and Beam common stock. The total purchase price was subject to
adjustment based on the amount of cash held by Telcom at closing. Based on Telcom’s cash balance at closing equal to
approximately EUR
| 12 |
In addition to the above payments,
the Telcom Sellers are eligible to earn up to EUR
The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over net fair value of tangible and intangible assets acquired.
The valuation of the Telcom Earnout Consideration was performed using a discounted cash flow analysis to determine the fair value of the contingent consideration, which includes estimates and assumptions such as forecasted revenues of Telcom, discount rates, and the milestone settlement value. As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement. The fair value of the Telcom Earnout Consideration will be reassessed on a quarterly basis with the change recorded to operating expenses. Change in the fair value of the Earnout Consideration during the six months ended June 30, 2025 is as follows (in thousands):
| Balance as of December 31, 2024 | $ | |||
| Change in Fair Value | ( | ) | ||
| Balance as of June 30, 2025 | $ | |||
The following table summarizes the estimated fair value allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed at the acquisition date. The estimated fair value for working capital is generally equivalent to the net book value of the acquired assets and liabilities on the acquisition date. Fair value assigned to property, plant and equipment is based on real estate appraisals, market value comparisons, or acquired net book value of recently acquired assets. The valuation of the contingent consideration is based on a discounted cash flow analysis using the Company’s forecasted results for the operations for the two years subject to revenue earn-out targets.
Consideration is comprised of the following (in thousands):
| Cash | $ | |||
| Common Stock | ||||
| Earnout Consideration | ||||
| Total Consideration | $ | |||
| 13 |
The following table shows the allocation of consideration to assets and liabilities at fair value (in thousands):
| Assets Acquired | ||||
| Cash and cash equivalents | $ | |||
| Accounts Receivable | ||||
| Inventory | ||||
| Prepaid expenses | ||||
| Property, plant and equipment | ||||
| Goodwill | ||||
| Total assets acquired | $ | |||
| Liabilities Assumed | ||||
| Accounts payable | $ | |||
| Accrued Expenses | ||||
| Other liabilities | ||||
| Total liabilities assumed | $ | |||
| Net assets acquired | $ | |||
The Company believed it to be probable that the maximum amount of Telcom Earnout Consideration would be earned and therefore accrued the full amount in the opening balance sheet. The estimated fair values were assigned to identifiable assets acquired and liabilities.
Pro Forma Unaudited Financial Information
The following unaudited pro forma financial information summarizes the combined results of operations of Beam Global and Telcom as if the company had been acquired as of the beginning of the six months ended June 30, 2024 (in thousands):
| June 30, | ||||
| 2024 | ||||
| Revenues | $ | |||
| Net Loss | $ | ( | ) | |
The pro forma financial information is presented for information purposes only and may not be indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the six months ended June 30, 2024. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs.
The statement of operations, in
the table above, for the six months ended June 30, 2024 includes revenues of $
| 14 |
Beam Middle East, LLC.
On June 20, 2025, the Company entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with The Platinum Group, a company registered with the department of Economy – Abu Dhabi (“TPG”). Pursuant to the agreement, the Company has agreed to establish Beam Middle East, LLC, a Limited Liability Company in Abu Dhabi, in the United Arab Emirates for the purpose of marketing, selling, manufacturing and distributing Beam Global’s products (the “Joint Venture”) in accordance with the terms of the Joint Venture Agreement and the strategy, business plan, and budget of the Joint Venture (the “Plan”). Beam Global and TPG shall have a 50% equity interest in the Joint Venture. TPG is engaged in the fields of energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services.
Pursuant to the Joint Venture Agreement, the Company shall be responsible to make timely capital contributions to the Joint Venture to cover all expenses as mutually agreed in the Plan to the extent not covered by Joint Venture cash flows or by authorized borrowings of the Joint Venture. As of June 30, 2025, there have been no capital contributions. 100% of the profits generated by the Joint Venture will be distributed to Beam Global until such time as any capital contributions made by the Company have been returned to the Company. Thereafter each of the Company and TPG shall receive an equal share of the profits in accordance with their equity ownership. The Joint Venture is managed by five (5) directors (the “JV Board”), two (2) of which are appointed by TPG (the “TPG Directors”), two (2) of which are appointed by the Company (the “Company Directors”), and a fifth being an independent director appointed by mutual approval of both TPG and the Company. The JV Board has full power to manage and control all aspects of the Joint Venture’s business and affairs; provided, that, certain “Major Decisions” (as defined in the Joint Venture Agreement) must be approved by each of the Company Directors. The Joint Venture Agreement may be terminated upon the expiration or non-renewal of the License Agreement (as defined below), by unanimous resolution of the Company and TPG, or upon a judicial determination. The Company will consolidate the financials of Beam Middle East, LLC in accordance with ASC 810-10.
In connection with entering into Joint Venture Agreement, the Company agreed to enter into a license agreement with the Joint Venture (the “License Agreement”), permitting the Joint Venture to use certain of the Company’s intellectual property, without additional compensation, on and subject to the terms set forth in the License Agreement. The License Agreement continues for a period of five (5) years, with subsequent five-year renewal options. The Company may terminate the License Agreement (i) in the event of a default of TPG; (ii) if the Company no longer controls at least fifty percent (50%) of the voting interest of the Joint Venture and the right to appoint two (2) of the five (5) directors of the Joint Venture; or (iii) upon thirty (30) days’ prior written notice to the Joint Venture and TPG if the Joint Venture does not reasonably commence development, production, or sales efforts on or before December 31, 2025.
| 4. | PREPAIDS AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets are summarized as follows (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Vendor prepayments | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Other | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| 15 |
| 5. | INVENTORY |
Inventories are stated at the lower of cost and net realizable value. Costs are determined using the first in-first out (FIFO) method. As of June 30, 2025 and December 31, 2024, inventory consists of the following (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Total inventory | $ | $ | ||||||
| 6. | PROPERTY AND EQUIPMENT |
Property and equipment consist of the following (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Office furniture and equipment | $ | $ | ||||||
| Computer equipment and software | ||||||||
| Land, buildings and leasehold improvements | ||||||||
| Autos | ||||||||
| Machinery and equipment | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment, net | $ | $ | ||||||
Depreciation expense during the
three months ended June 30, 2025 and 2024 was $
| 16 |
| 7. | GOODWILL AND INTANGIBLE ASSETS |
The following table presents the Company's goodwill asset (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Foreign exchange | ||||||||
| Impairments | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
Intangible assets, net, as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
| June 30, 2025 | ||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-average Amortization Period (yrs) | |||||||||||
| Developed technology | $ | $ | ( | ) | $ | |||||||||
| Trade name | ( | ) | ||||||||||||
| Customer relationships | ( | ) | ||||||||||||
| Backlog | ( | ) | ||||||||||||
| Patents | ( | ) | ||||||||||||
| Intangible assets | $ | $ | ( | ) | $ | |||||||||
| December 31, 2024 | ||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-average Amortization Period (yrs) | |||||||||||
| Developed technology | $ | $ | ( | ) | $ | |||||||||
| Trade name | ( | ) | ||||||||||||
| Customer relationships | ( | ) | ||||||||||||
| Backlog | ( | ) | ||||||||||||
| Patents | ( | ) | ||||||||||||
| Intangible assets | $ | $ | ( | ) | $ | |||||||||
Amortization expense for
each of the three and six months ended June 30, 2025, and 2024 was $
Total estimated amortization on the Company’s intangible assets for each of the years ending December 31, 2025 through 2030 and thereafter is as follows (in thousands):
| Schedule of estimated amortization | ||||
| Calendar Years | Amortization Expense | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| 17 |
| 8. | ACCRUED EXPENSES AND LONG-TERM LIABILITIES |
The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued Expenses: | ||||||||
| Accrued vacation | $ | $ | ||||||
| Accrued salaries and bonus | ||||||||
| Vendor accruals | ||||||||
| Accrued warranty | ||||||||
| Other accrued expense | ||||||||
| Total accrued expenses | $ | $ | ||||||
| Other Long-Term Liabilities: | ||||||||
| Long-term deferred tax liability | $ | $ | ||||||
| Acquired long-term liability | ||||||||
| Total long-term liabilities | $ | $ | ||||||
Acquired long-term liability
of $
| 9. | NOTE PAYABLE |
In May 2023, the Company purchased
two new trucks and financed the purchase through an auto loan. The loan has a term of 60 months, requires monthly payments of approximately
$
| 18 |
| 10. | COMMITMENTS AND CONTINGENCIES |
Legal Matters:
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time. As of June 30, 2025, after consulting with legal counsel, management believes there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
Other Commitments:
The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company.
We face uncertainty related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. Historically, we have taken steps to shift our sourcing strategy away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. Uncertainty about trade policy, tariff rates, retaliatory tariffs, and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and we may face challenges in implementing optimal responses to changing trade conditions. We continue to monitor macroeconomic trends and uncertainties and changes in international trade relations and trade policy, including those related to tariffs. The U.S. government has implemented a general tariff on all imports from countries not exempted under certain trade reciprocity criteria and elevated tariffs have been imposed on imports from major trading partners. Impacted countries have and may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. Furthermore, the tariff policy environment is rapidly evolving and there is no guarantee that additional or increased tariffs will not be imposed.
Leasing:
The table below summarizes the Company’s lease related assets and liabilities as of June 30, 2025 and December 31, 2024 (in thousands):
| Schedule of lease assets and liabilities | ||||||||
| For the period ending | ||||||||
| 30-Jun-25 | 31-Dec-24 | |||||||
| Lease assets | $ | $ | ||||||
| Lease liabilities | ||||||||
| Current operating lease liabilities, included in current liabilities | $ | $ | ||||||
| Noncurrent operating lease liabilities, included in long-term liabilities | ||||||||
| Total Lease liabilities | $ | $ | ||||||
| 19 |
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date.
The future rental commitments for our operating leases are as follows (in thousands):
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total undiscounted future minimum payments | ||||
| Less imputed interest | ( | ) | ||
| Total lease liability | $ | |||
| 11. | INCOME TAXES |
There was no Federal income tax expense for the six months ended June 30, 2025 or 2024 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. As of June 30, 2025, no benefit has been provided for the quarter-to-date loss. On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance.
| 12. | STOCKHOLDERS’ EQUITY |
At Market Issuance Sales Agreement
On April 11, 2025, the Company
entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which the Company has the right, but not
the obligation, to sell shares of itscommon stock having an aggregate offering price of up to $
| 20 |
Stock Options
Stock options may be granted to new and existing employees and other eligible participants under the Company’s equity incentive plan. New employee option grants generally have a term of ten years and vest ratably over four years.
Option activity for the six months ended June 30, 2025 is as follows:
| Weighted | ||||||||
| Average | ||||||||
| Number of | Exercise | |||||||
| Options | Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited | ( | ) | ||||||
| Outstanding at June 30, 2025 | $ | |||||||
| Vested and Exercisable at June 30, 2025 | $ | |||||||
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock based on our historical volatility. The Company uses the simplified method to estimate the expected term. The expected term of stock options granted to employees is equal to the contractual term of the option award. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate.
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the six months ended June 30, 2025 and 2024:
| Six months ended June 30, | ||||
| 2025 | 2024 | |||
| Expected volatility | 88.38% - 89.35% | 91.6% - 94.5% | ||
| Expected term | 6.5 - 7 Years | 6.5 - 7 Years | ||
| Risk-free interest rate | 4.06% - 4.14% | 3.55% - 3.77% | ||
| Weighted-average FV | $1.55 | $11.74 | ||
The Company’s stock option compensation expense was $ million and $ million for the three months ended June 30, 2025 and 2024, respectively, and $ million and $ million for the six months ended June 30, 2025 and 2024, respectively. There was $.0 million of total unrecognized compensation costs related to outstanding stock options at June 30, 2025 which will be recognized over years. There were options exercised in the six months ended June 30, 2025. The number of stock options vested and unvested as of June 30, 2025 were and , respectively. Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.
On June 4, 2025, the Compensation Committee recommended and approved a one-time stock award of shares of common stock to the Company’s chief executive officer, Desmond Wheatley, under the Company’s 2021 Equity Incentive Plan. The common stock award was granted as bonus compensation based on his performance in fiscal years ending December 31, 2023 and 2024, and in connection with the completed acquisitions of All Cell Technologies, LLC, Amiga DOO Kraljevo and Telcom d.o.o. Beograd.
Restricted Stock Units
In November 2022, the Board
approved a stock grant under the Company’s 2021 Equity Incentive Plan to Mr. Wheatley, consisting of (i) a one-time grant of
restricted stock units (“RSUs”) and (ii) a target number of
performance restricted stock units (“PRSUs”) to further incentivize and align the CEO’s interest with the Company.
For the RSUs, 50% vested upon the grant date, 25% vested on February 1, 2024 and 25% vested on February 1, 2025. The number of
shares issuable under the PSUs were determined based on the achievement of performance metrics specific to the Company that were
measured at the end of fiscal year 2024. The fair value of both the RSUs and PSUs were based on the stock price of $13.05 per share
on the date of grant. The PSUs were reviewed to determine estimated performance over the term and then a factor was applied ranging
from 0% to 150% of the grant date fair value. As of December 31, 2024, based on the specific performance metrics set by the Company,
the target number of shares underlying the PSUs was increased by
| 21 |
A summary of activity of the RSUs for the six months ended June 30, 2025 is as follows:
| Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at beginning of 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Unvested at end of 2025 | $ | |||||||
Stock compensation expense related
to restricted stock units was $ thousand during the six months ended June 30, 2025. Stock compensation expense related to performance
stock units was $ million during the six months ended June 30, 2025. There are
Restricted Stock Awards
The Company issues restricted stock awards to the members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vesting. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.
A summary of activity of the restricted stock awards for the six months ended June 30, 2025:
| Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Unvested at June 30, 2025 | $ | |||||||
Stock compensation expense related to restricted stock awards was $ million for the six months ended June 30, 2025 and $ thousand for the six months ended June 30, 2024. Fair values of restricted stock vested during each of the six months ended June 30, 2025 and 2024 were $ million and $ thousand, respectively.
As of June 30, 2025, there were
unvested shares of common stock representing $
| 22 |
Warrants
During the six months ended June
30, 2025, the Company had exercisable warrants to purchase up to shares of the Company’s common stock at a price per share
equal to $17.00 issued to a consultant for investor relations services to be provided over a five-year period starting in March 2023.
The warrants are immediately exercisable but are subject to repurchase by the Company until the required service is provided. The fair
value of such warrants was $8.05 per share or $
A summary of activity of warrants outstanding for the six months ended June 30, 2025 is as follows:
| Number of Shares of Common Stock Underlying Warrants | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Expired | ||||||||
| Exercised | ||||||||
| Outstanding at June 30, 2025 | $ | |||||||
The intrinsic value of the shares of common stock underlying the exercisable warrants at June 30, 2025 was $.
| 13. | REVENUES |
For each of the identified periods, revenues are categorized as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Maintenance fees | ||||||||||||||||
| Professional services | ||||||||||||||||
| Shipping and handling | ||||||||||||||||
| Discounts and allowances | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
| 23 |
The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended June 30, 2025 and 2024:
| For the Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Serbia | ||||||||||||||||
| Romania | ||||||||||||||||
| Croatia | ||||||||||||||||
| Montenegro | ||||||||||||||||
| Bosnia | ||||||||||||||||
| Other | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
During the three and six months
ended June 30, 2025 and 2024,
At June 30, 2025 and 2024, deferred
revenue was $
The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.
The following table provides the activity for the contract liabilities recognized (in thousands):
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Beginning Balance | $ | $ | ||||||
| Additions | ||||||||
| Recognized in revenue | ( | ) | ||||||
| Ending Balance | $ | $ | ||||||
| 24 |
| 14. | SEGMENT REPORTING |
The Company has a single reportable segment focused around providing clean-technology innovation focused on providing high-quality, renewably energized products. The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability. The CODM is not regularly provided with specific segment expenses, but focuses on revenue, gross profit, and net income. Expense information, including cost of sales, can be easily computed from the information provided. These segment (and consolidated) measures of profitability are shown in the statements of operations. The measure of segment assets are reported on the balance sheets as total assets.
| 15. | RISKS AND UNCERTAINTIES |
The continuing impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients and as a result, the Company, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact, among other things, the U.S. and global economy, international alliances and trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty regarding economic activity, the Company is unable to predict the size and duration of the impact to revenue and its results of operations, if any, of actions taken to date and those that may occur in the future. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.
There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.
| 16. | SUBSEQUENT EVENTS |
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). The Company is currently evaluating the potential effects of the OBBBA on its consolidated financial statements.
| 25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, the industry in which we operate and other matters, as well as Management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:
| (a) | volatility or decline of the Company’s stock price, or absence of stock price appreciation; | |
| (b) | fluctuation in quarterly results; | |
| (c) | failure of the Company to earn revenues or profits; | |
| (d) | inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans; | |
| (e) | reductions in demand for the Company’s products and services, whether because of competition, general industry conditions, loss of tax incentives for solar power, technological obsolescence, or other reasons; | |
| (f) | litigation with, or legal claims and allegations, by outside parties; | |
| (g) | insufficient revenues to cover operating costs, resulting in persistent losses; | |
|
(h)
(i) |
rapid and significant changes to costs of raw materials from government tariffs or other market factors;
significant currency fluctuation or foreign regulations that could impact on our business; | |
| (j) | the preceding and other factors discussed in Part II, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time; and | |
| (k) | the factors set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.
| 26 |
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled "Risk Factors" and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events, except as required by law.
Overview
Beam is a clean-technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates. We develop, design, engineer, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging; infrastructure for Smart Cities (the interconnected physical and digital elements within a city that utilize technology to enhance efficiency, sustainability, and quality of life for residents); energy security and disaster preparedness; and highly energy-dense battery solutions in safe, compact and unique form-factors. Additionally, we manufacture steel structures with electronic integration such as street lighting, cell towers and energy infrastructure products and also power electronics including invertors, charge controllers, power supplies and LED lighting. Beam’s energy storage products provide high energy density in safe, compact and bespoke form-factors, which we believe are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without being connected to the electrical grid.
Our EV charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, disruptive, or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with EV charging companies; rather, we assist these companies by offering infrastructure solutions that replace the time-consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV chargers. We also do not compete with utility companies. Our products enable utilities and others to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels.
Our charging products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others, who are required to perform a traditional grid-tied EV charger installation construction and electrical project. Our clean-technology products are designed to replace a complicated, expensive, time-consuming and risk-prone process with an easy, robust and reliable product at a low cost of total ownership.
We provide energy storage technologies that we believe make commodity battery cells safer, longer lasting and more energy efficient. Our battery management systems, and associated packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.
Our street lighting and other street furniture products are mass-produced and sold in 18 nations globally. We are increasingly adding power electronics, energy storage, computing, sensing, and reporting to our street furniture products as we evolve them to provide greater levels of Smart Cities services.
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Beam’s renewably energized infrastructure products and proprietary technology solutions target markets that are experiencing significant growth with annual global spending in billions of dollars.
| · | EV charging infrastructure; | |
| · | Smart Cities infrastructure; | |
| · | Energy storage solutions; | |
| · | Energy security and disaster preparedness; | |
| · | Transportation infrastructure products; and | |
| · | Power electronics and telecommunications equipment |
The Company focuses on creating high-quality products that are powered primarily by renewable energy, rapidly deployable, have diverse use cases and are attractively designed. We believe that there is a clear need for rapidly deployable and highly scalable EV charging and infrastructure for Smart Cities, and that our EV ARC™, BeamBike™, BeamPatrol™, BeamSkoot™, BeamSpot™ and other street furniture products fulfill that requirement. We are agnostic to the EV charging service equipment as we do not sell EV charging, rather we sell products which enable it. Our EV charging infrastructure products replace the traditional infrastructure required to support EV chargers, not the chargers themselves.
We have over thirty years of experience deploying street-lighting, transportation, energy and telecommunications infrastructure products as a result of our 2023 acquisition of Amiga in Serbia. We have relationships with existing customers to whom we are now able to sell our renewably energized EV charging infrastructure products as well as our Smart Cities products.
During the second half of 2024 we significantly expanded our product portfolio with the addition of rapidly deployed and highly scalable charging infrastructure products for electric bicycles, electric scooters, and electric motorcycles. We also introduced de-salination as a capability to enhance the lifesaving aspects of our disaster preparedness products. Powered by 100% renewable energy, our BeamWell™ self-sufficient water treatment system converts seawater into vital freshwater. It is equipped with four eMopeds for efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need drinking water, electricity and mobility most.
Our ability to make commodity battery cells safer, longer lived and more energy efficient in bespoke enclosures is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world. All our renewably energized products generate their own electricity which is stored in our integrated batteries. Our ability to develop energy-dense, highly safe batteries in unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robotic and medical devices, submersibles, refrigerated transport units, and a wide range of other applications. We are also able to enhance our patented products, which provide electric vehicle charging, energy security disaster preparedness through the creation of bespoke energy-dense and safe battery products, which are unique to our in-house portfolio.
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We believe our chief differentiators are:
| · | Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure when compared to traditional, utility grid tied alternatives; | |
| · | Our proprietary and patented energy storage solutions; | |
| · | Our first-to-market advantage with EV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site; | |
| · | Our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions; | |
| · | Our ability to add electrical capacity to provide for the significant increased demand brought by electrified transportation, data centers, AI and the electrification of industry, without having to go through expensive, time-consuming and risky utility grid expansion (adding power stations, transmission lines and distribution infrastructure like substations); | |
| · | Our ability to create new and patentable products which are marketable and consist of a complex integration of our proprietary technology and parts with other commonly available engineered components, which create a further barrier to entry for our competition; | |
| · | Our ability to create products which provide valuable solutions to nascent industries with very large market opportunities globally; | |
| · | Our geographic footprint in North America, Europe, the Middle East, and existing customer base and contracts. |
Overall Business Outlook
Our revenues for the first six months of 2025 were $13.4 million, a 54% decrease from $29.4 million for the first six months in 2024. We believe that the decrease in revenue is a result of uncertainty in the U.S. government’s zero emission vehicle strategy. These matters have particularly impacted our larger federal customers and we do not believe that they signify any fundamental reduction in demand for our products. As we continue to invest in our sales resources, we hired a new Director of Channel Partnerships in Europe in September 2024 to drive growth in commercial and government sectors. International customers comprised 37% of all revenue as of June 30, 2025 compared to 15% for the six months ended June 30, 2024. Revenues derived from non-government commercial entities increased by 15% for the six months from 2024 to 2025 and were 60% of total revenues in 2025. For the six months ended, June 30, 2025, the Company’s sales to federal, state and local governments represented 40% of revenues verses 76% of the same period revenues in 2024.
We continue to invest in sales employees, resellers and distribution partners, marketing resources, diversifying our product portfolio with new product offerings and expanding our geographic footprint to reduce our reliance on single large orders of our EV ARC™ product from federal agencies, although we believe that that opportunity still exists. The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases and our new and existing products are brought to larger international audiences, our business will be less impacted by specific variations in order timing. We have initiated a program of resellers, agents and distributors, as a sales force multiplication strategy without adding to our operating costs, as they are only compensated when they sell products. This means that we can take our greatly expanded product portfolio and sell it into greatly expanded geographic opportunities, without having to invest significantly. We now have resellers and agents in the United States, Spain, Portugal, Italy, Germany, Austria, Switzerland, Caribbean, Central America, the Balkans, the Middle East, Africa and Australia.
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The Company believes there continues to be a high level of support for funding EV charging infrastructure from both commercial and government entities. We have in place a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments. In addition, the GSA awarded Beam Global a federal blanket purchase agreement in April 2022 which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems. In Q2 2025, the contract was extended until October 31, 2030. In the six months ended June 30, 2025, we recorded revenues of $1.1 million for federal customers, compared to $13.7 million for the same period in 2024. We expect to see uneven orders from quarter to quarter, especially with our federal customers, but over time we expect our revenues to grow. Our commercial, non-government, revenues increased as a percentage of our revenues from 24% to 60% from the first six months of 2024 to the first six months of 2025. Our geographic expansion into Europe and our additional business development activities in the Middle East and Africa are, we believe, also providing opportunities for growth which are not dependent on, or impacted by, shifts in U.S. government zero emission vehicle policies. The new products we have brought to market offer values, which are also not dependent upon U.S. federal government investment.
We expect the electric vehicle market to continue to experience significant growth globally over the next decade, which will in turn increase demand for additional EV charging infrastructure. We believe we are positioned to benefit significantly from this growth. Additionally, we are in compliance with the Build America, Buy America Act, which ensures that our U.S. products are manufactured for our U.S. customer in the United States using a sufficient amount of domestically sourced materials, we will meet federal domestic production requirements. Furthermore, obtaining the CE mark (Conformité Européenne) a mandatory certification indicating that a product complies with European Union (EU) health, safety, and environmental protection standards, on EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, is required for our products to be freely traded within the European Economic Area (EEA). We believe these certifications our credibility, strengthen consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies.
As a result of the acquisition of All-Cell we now have the ability to create bespoke engineered battery solutions for our products. Beam All-Cell™ batteries are ideally suited for applications where energy density, safety and bespoke enclosures require high power in small spaces. Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell™ highly differentiated products. With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.
In October 2023, the Company acquired Amiga (now renamed Beam Europe), an established manufacturer of specialized steel structures and equipment, producing streetlights, communications and energy infrastructure whose manufacturing, engineering and sales teams service municipalities, states and commercial customers in 18 nations. The addition of Amiga has expanded Beam’s presence into the European, Middle Eastern and African markets and increased our production, engineering, sales and product development expertise. The EU has mandated a transition to zero emission vehicles by 2035, and they are heavily focused on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We believe that our sustainably energized, rapidly deployed and highly scalable products can play a major role in the provision of EV charging infrastructure for all types of electric vehicles, bikes, scooters and motorcycles in Europe, the Middle East and Africa.
On August 30, 2024, Beam acquired Telcom d.o.o. Beograd (“Telcom”), a business located in Serbia and engaged in the manufacturing of power electronics and telecommunications equipment. Telcom engineers and manufacturers specialized power electronics including invertors, charge controllers, power supplies and LED lighting. Telcom has electrical engineering, product development and manufacturing capabilities which Beam believes are ideally suited to improve the Company’s current and future products for the global market while reducing our costs and improving our margins. Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of renewables and energy storage. Existing Telcom customers include the region’s largest telecommunications company, as well as other corporate entities, which we believe provide further opportunities for cross-selling the other products in our portfolio.
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In November 2024, we deployed our first sponsorship funded network of EV ARC™ systems at Belgrade International Airport in Serbia. Beam Global retains ownership of the deployed EV ARC™ units and receives recurring payments from Globos Osiguranje, the region’s fastest growing insurance company. In return, Globos Osiguranje benefits from prominent brand visibility, with their branding displayed on EV ARC™ systems installed in high-traffic parking spaces closest to the airport terminal. These branded systems are strategically positioned to be visible to travelers as they arrive at, and depart from, the airport. We also entered into an agreement with Vinci Airports, the world’s leading private airport operator with over 70 airports under management internationally, which does not require us to pay rent because of the amenity value that is delivered to the airport through the provision of free “Driving on Sunshine” experience for their visitors and guests. We believe that we may be able to repeat this model in other Vinci airports around the world. We also believe that now that we have successfully proved that this business model works, we can further expand it into different types of environments where there are sufficient densities of people to make the advertising worthwhile.
In December 2024, we partnered with Benzina Zero, an innovative provider of electric mopeds and scooters, electric bicycles and micro-mobility solutions. Benzina Zero (which is Italian for zero gasoline) is Australia’s leading e-mobility brand offering a range of e-scooters, e-mopeds, e-bikes and e-motorcycles. Benzina Zero works with global fleet businesses across several industries including food delivery, postal delivery to eco-tourism, and boast a comprehensive dealer network Australia-wide. Benzina Zero has appointed distributors in Australia, Italy, United Kingdom, Ireland, Slovenia and Croatia, and are also active in New Zealand, Hong Kong, Singapore, Philippines and Finland. We will bundle Benzina Zero e-mobility solutions with products BeamBike™, BeamWell™ and BeamSkoot™, and will introduce Benzina Zero’s highly ruggedized products to Beam’s existing customers and prospects globally. This is another approach to increase our sales channels without adding overhead costs.
Our energy security business is also connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency power during utility grid failures. Our state-of-the-art storage batteries installed on our EV charging systems are immune to grid failures and provide another benefit for customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators. Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell™ highly differentiated products. With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.
We are in development on our newest patented products which include BeamSpot™, UAV ARC™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets. Beam Europe (formerly Amiga) is one of Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts in the field of development and deployment of street lighting. They are working with our engineers to continually improve the engineering and development of our new BeamSpot™ product. We believe that BeamSpot™ may become our largest selling product.
In June 20, 2025, Beam entered into a joint venture agreement with the Platinum Group L.L.C, a diversified, multi-billion-dollar conglomerate operating in energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services in the Emirate of Abu Dhabi, United Arab Emirates. Chaired by His Royal Highness, Sheikh Mohammed Sultan Bin Khalifa Al-Nahyan, the Platinum Group UAE is recognized for its well-established and trusted relationships across government and industry. Beam Global and the Platinum Group will form a new entity, Beam Middle East LLC, a Limited Liability Company in Abu Dhabi which will sell and manufacture Beam Global’s patented sustainable infrastructure solutions for transportation electrification, energy storage, energy security, and smart city development across the Middle East and African regions. This joint venture marks a significant milestone in our global expansion strategy and positions us to capture growth in a region projected to invest over $1 trillion in renewable energy by 2030. Beam Middle East will be headquartered in Masdar City, a pioneering sustainable urban community and world-class business and technology hub. Masdar City is located in Abu Dhabi, the capital of the UAE, strategically positioned at the center of the country’s drive toward a net-zero future by 2050.
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The Company’s gross margin improved as a percentage of sales and was 20.3% for the three months ended June 30, 2025, up 4.4 percentage points from the gross margin reported in for the same period in 2024. For the three months ended June 30, 2025, 87.9% of EV ARC™ sales reflected the price increase implemented in 2023. The gross profits included a negative impact of $0.8 million for non-cash depreciation and intangible amortization. The gross margin net of non-cash items was 29.5%. The Company expects to see costs of goods sold continue to decrease over time. We have continued to implement lean manufacturing process improvements and make engineering changes to our products, which we expect to result in cost reductions. Many of the components that we integrate into our products are manufactured by others. We continue to identify components and sub-assemblies that may be more cost effective to produce in our Serbian facilities, which we believe may further reduce our costs, increase our gross margins, and significantly increase the potential output from our U.S.-based factories. We expect that the receipt of orders may be inconsistent quarter over quarter, however, we expect that in the long term, our revenues will grow as we expand our product offerings and geographic reach and because we expect to see a significant increase in the global demand for electric vehicle charging infrastructure. As such we do not anticipate significant pricing pressure on our products. The increase in demand for electric vehicle charging infrastructure and, we believe, over the long term, our revenues, combined with the cost-cutting measures described above, lead us to believe that we will continue to see improvement in our gross margins in the future. Beam Europe has the capability to perform several activities which we outsource in the U.S. We believe that in combination with a generally less expensive operating environment in Serbia, we will be able to produce our products in Europe less expensively than in the U.S., even as we continue to reduce our costs in the U.S.
Critical Accounting Estimates
The financial statements and related disclosures were prepared in accordance with U.S. generally accepted accounting principles which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in our condensed consolidated financial statements include, but are not limited to, accounting for acquisitions and business combinations; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; and commitments and contingencies. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, and we continually evaluate our assumptions and modify as needed. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. There have been no changes since year end, refer back to the Company’s Form 10-K for December 31, 2024.
Results of Operations
Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024
Revenues. For the three months ended June 30, 2025, our revenues decreased 52% to $7.1 million compared to $14.8 million for 2024. During the three months ended June 30, 2025, $0.2 million, or 2% of product sales, were to Federal customers. State and Local governments customers accounted for $2.2 million, or 32% of revenues. Revenues derived from non-government, commercial entities represented 66% of total revenues for the three months ended June 30, 2025 compared to 31% for the three months ended June 30, 2024. We continue to invest in sales, marketing employees, resources and programs to raise awareness of the benefits and value of our products. The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption, energy security and smart cities infrastructure requirements increase in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations in order timing.
Gross Profit. The Company reported a positive gross profit of $1.4 million, a 20.3% gross margin for the three months ended June 30, 2025, compared to a gross profit of $2.4 million, a 15.9% gross margin in 2024. 22.3% of EV ARC™ sales in 2024 reflected the price increase implemented in 2023 and 87.9% in the first three months ended June 30, 2025. The gross profit includes a non-cash negative impact of $0.2 million for amortization of intangible assets resulting from the All-Cell acquisition. Without this non-cash expense, gross profit for 2025 would be $1.6 million, a 22.8% gross margin. We expect the Company’s revenue to grow in the future and our fixed overhead absorption to continue to improve.
Operating Expenses and Impairment of Goodwill. Total operating expenses were $5.9 million for the three months ended June 30, 2025, compared to $7.1 million in 2024. The 2024 operating expenses included $1.7 million change in the fair value of contingent consideration which was zero in 2025 due to the goodwill impairment adjustment made in the previous quarter.
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Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024
Revenues. For the six months ended June 30, 2025, our revenues decreased 54% to $13.4 million compared to $29.4 million for the same period in 2025. Revenues derived from non-government, commercial entities increased by 15% in 2025 compared to 2024 for the first six months through June. Revenues to non-government, commercial entities represented 60% of total revenues for the first six months ended June 30, 2025. During the first six months of 2025, revenues from California represented 22% of total revenues. Revenues were diverse across federal, state and local governments, as well as enterprise sector customers. International customers comprised 37% of the revenues for the first six months of 2025 compared to 15% for the same period in 2024, and were primarily from Beam Europe. We continue to invest in sales and marketing employees, resources and programs to raise awareness of the benefits and value of our products. The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations in order timing.
Gross Profit. For the six months ended June 30, 2025, our gross profit was $1.9 million, or 14.4% of sales, compared to a gross profit of $3.8 million, or 13% of sales in the same period of 2024. The margin improved by 1.4 percentage points, compared to prior year. This is primarily a result of cost improvements developed during 2023 which are now being recognized and the positive margins we are generating from the acquisition of Amiga and Telcom. Our gross profits were negatively impacted by $1.5 million for non-cash depreciation and intangible amortization. Our gross profits net of non-cash items was 25.3% versus 14.9% in the prior year. We continue to make engineering changes and work with suppliers to improve our costs which, along with support from our Serbian facilities, we believe will continue to improve our gross profit over time.
Operating Expenses and Impairment of Goodwill. Total operating expenses were $21.9 million, for the six months ended June 30, 2025, compared to $11.7 million, for the same period in the prior year. The 2025 operating expenses included a $10.8 million goodwill impairment and a $1.5 million increase due to European acquisitions. Based on the results of the Company’s goodwill impairment procedures, the Company recorded goodwill impairment for the single reporting unit during the three months ended March 31, 2025. The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of the future performance of our acquired entities or the Company in general have taken and continue to take significant steps to diversify our geographical reach and product offerings while focusing on strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company’s cash flows or available liquidity.
The $10.0 million increase in operating expenses is mostly attributable to $10.8 million related to the change in fair value of contingent consideration, which is non-cash, for the All Cell, Amiga and Telcom acquisitions and $0.3 million related to increases in customer accommodation expenses offset by decreases of $0.7 million in sales commission expenses and $0.4 million in other consulting costs mostly related to Design Engineering and Sales. Total operating expenses excluding non-cash items were $8.2 million, which included $10.8 million fair value of contingent consideration, $1.8 million depreciation and amortization, $1.8 million for non-cash compensation and $0.5 million allowance for credit losses.
Liquidity and Capital Resources
At June 30, 2025, we had cash of $3.4 million, compared to $4.6 million at December 31, 2024. We have historically met our cash needs through a combination of debt and equity financing and most recently through cash flow from our gross profit. Our cash requirements are generally for operating activities and acquisitions.
Management believes the Company’s present cash flows will enable it to meet its obligations for twelve months from the date of these financial statements. Management will continue to assess its operational needs and seek additional financing as needed to fund its operations.
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Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash provided by (used in): | ||||||||
| Net cash used in operating activities | $ | (2,078 | ) | $ | (97 | ) | ||
| Net cash used in investing activities | $ | (838 | ) | $ | (2,953 | ) | ||
| Net cash provided by financing activities | $ | 2,162 | $ | 1,396 | ||||
For the six months ended June 30, 2025, our cash used in operating activities was $2.1 million compared to $0.1 million for the six months ended June 30, 2024. Net loss of $19.8 million for the six months ended June 30, 2025 was decreased by $15.1 million of non-cash expense items that included $10.8 million for Goodwill impairment, $2.2 million for stock-based compensation, $1.8 million for depreciation and amortization, and $0.3 million in provisions for credit losses. Cash used in operations also included a $2.0 million decrease in accounts receivable, $1.9 million decrease in accounts payable, $1.5 million decrease in inventory, $0.5 million decrease in prepaid expenses and $0.1 million decrease in other long-term liabilities offset by $0.7 million increase in accrued expenses mostly related to short term sales taxes payable and salaries and wages.
For the six months ended June 30, 2024, our cash used in operating activities was $0.1 million compared to cash used of $5.1 million for the six months ended June 30, 2023. Net loss of $8.0 million for the six months ended June 30, 2024 was increased by $4.2 million of non-cash expense items that included depreciation and amortization of $1.9 million, employee stock-based compensation expense of $1.3 million, offset by decreases of $0.6 million provision on credit losses and $1.5 million for a change in fair value of contingent consideration liabilities. Cash used in operations included a $3.3 million decrease in accounts receivable as well as a $1.7 million decrease in accounts payable primarily for inventory, $0.3 million decrease in prepaid expenses and other current assets offset by $1.7 million increase in accrued expenses, $1.0 million increase in inventory, and $0.3 million increase in deferred revenue.
Cash used in investing activities in the six months ended June 30, 2025 was $0.8 million and June 30, 2024 was $3.0 million related to the purchases of equipment in both years. The six months ended June 30, 2024, including a $2.7 million reduction of deferred consideration for a cash payment for the Amiga acquisition.
For the six months ended June 30, 2025, cash provided by our financing activities was $2.2 million related to proceeds from the At Market Issuance Sales Agreement with B. Riley Securities, Inc.,. compared to $1.4 million related to proceeds from exercise of warrants and proceeds from public offering issuance of common stock in the prior year.
Current assets decreased to $22.4 million at June 30, 2025 from $27.1 million at December 31, 2024, primarily due to a $1.9 million decrease in accounts receivable, $1.2 million decrease in cash, $1.0 million decrease in inventory and $0.6 million decrease in prepaid expenses. Current liabilities decreased $0.7 million at June 30, 2025 compared to December 31, 2024, primarily due to a $1.5 million decrease in accounts payable offset by $0.8 million increase in accrued expenses and sales tax payable. As a result, our working capital decreased to $9.8 million at June 30, 2025 compared to $13.8 million at December 31, 2024.
The Company has been focused on marketing and sales efforts to increase our revenues, and we believe those efforts have led to an increase in revenues by 144% from 2021 to 2022 and 206% from 2022 to 2023. Even though there was a decrease in revenues of 27% from 2023 to 2024, we believe our marketing and sales efforts have been impactful. The Company improved its gross profit in 2024 which has continued in 2025, and is expected to continue to improve in the future as a result of price increases implemented late 2023 being almost fully recognized in 2025 and benefits from cost reductions from several design changes. As revenues increase, we expect to continue to see our fixed overhead costs spread over more units, which will reduce the cost per unit further. The Company continued to see material cost reductions as synergies are recognized, especially with steel and battery cells, and we expect this trend to continue. This combined with engineering and manufacturing improvements should result in increasing gross profit margin on the EV ARC™ in the future.
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The Company may be required to raise capital to fund its operations until it achieves positive cash flow, which is predicted by increasing sales volumes and the continuation of production cost reduction measures. The Company could pursue other equity or debt financing. The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders. The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow.
On March 22, 2023, the Company entered into that certain Supply Chain Line of Credit with OCI Limited (“OCI”), whereby OCI may provide a supply chain line of credit in the amount of up to $100 million based on the amounts of approved accounts receivable of the Company (the “Credit Facility”). In order to request a drawdown on the Credit Facility, the Company is required to submit a transaction request to OCI which sets forth the terms of the applicable account receivables, including but not limited to the name of the party responsible for the applicable account receivables (the “Obligor”), the terms of repayment and the amount of such receivables. The Company has no obligation to submit a drawdown request and OCI is not obligated to accept any drawdown request from the Company. In the event OCI accepts a drawdown request of the Company and upon satisfaction of certain conditions required by OCI to issue the drawdown, OCI will disburse funds to the Company for such drawdown in an amount equal to the full value of the applicable account receivables assigned to OCI minus any transaction expenses incurred by OCI and the full amount of interest to be incurred for such receivables over the term of the drawdown. The Company will pay interest on any drawdown at the Secured Overnight Financing Rate +300 basis points. Upon the disbursement of funds to the Company for a drawdown, the Company will assign all rights to such account receivables of the Obligor to OCI. The Company will act as collection agent on any account receivable assigned to OCI and agrees to establish a designated bank account for the purpose of collecting payment on any applicable account receivable that are assigned to OCI. In the event (i) the Company is in material breach of the Credit Facility, (ii) the Company or the Obligor is insolvent or is subject to reorganization or liquidation, or (iii) any dispute related to an agreement with an Obligor or non-payment by an Obligor, OCI has the right to exercise any contractual rights it may have against Obligor, increase the interest rate to the agreed upon default interest rate, and demand immediate repayment by the Company for the outstanding amounts owed under such account receivables. The Company has also agreed to indemnify OCI for any losses incurred by OCI in connection with the Credit Facility. Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the other party. To date, Beam Global has not drawn on this line of credit.
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which the Company has the right, but not the obligation, to sell up to $8 million in shares of its common stock, subject to certain terms and conditions. The At Market Issuance program generated aggregate net proceeds of $2.2 million during the six months ended June 30, 2025.
Management believes that evolution in the operations of the Company may allow it to execute its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the continued acceleration of average sales cycle opportunities. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to whether or when the Company will be able to achieve those operating objectives.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and Management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
As reported in our Annual Report on Form 10-K for the year ended December 31, 2024, Management identified the following material weaknesses:
| · | Ineffective design and implementation over Information Technology General Controls (“ITGCs”) | |
| · | The Company does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory | |
| · | The Company did not maintain adequate controls relating to documentation of the review and approval of reconciliations and other schedules prepared internally to be included or disclosed in the financial statements. Many of our reports and reconciliations are performed in Excel spreadsheets, and we did not adequately validate the segregation of duties between the preparer and the approver with a signature and time stamp | |
| · | Appropriate segregation of duties that would adequately restrict user access and ensure adequate review of transactions. Because we are a small company, many employees have multiple job responsibilities, and during the implementation in Q4, access was allowed for employees to access necessary tasks. As we move forward into 2025, we will assign access to ensure the proper segregation of duties. Additionally, we need to ensure the employees are adequately trained and able to resolve issues in a timely way. The Company needs to establish appropriate procedures for change Management to ensure changes to the system are formally approved, properly restricted to appropriate personnel, and adequately tested | |
| · | The Company did not maintain sufficient controls related to Beam Europe | |
| · | The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment |
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Changes in Internal Control Over Financial Reporting
The Company is continuing to actively work to remediate the material weaknesses described above, including the need for additional remediation steps and implementing additional measures to remediate the underlying causes that give rise to the material weaknesses. During the three months ended June 30, 2025, the Company has taken various actions to strengthen our internal control over financial reporting, including:
| · | Continue to review access in NetSuite ERP to ensure the proper segregation of duties and additional training courses to ensure the employees are trained and able to resolve issues timely. Retained the support of an outside consulting firm to enhance Management’s remediation design and implementation efforts, including project management and advice regarding best practices for documentation, design and execution of ITGCs and related transactional-level business process controls. | |
| · | Managed processes related to ordering, counting, warehousing, valuing and transacting our inventory in NetSuite ERP. | |
| · | Increasing and monitoring the adequacy of staffing levels and expertise with the requisite technical knowledge and skills to support continued enhancement on the controls and procedures surrounding documentation of review and formalization of reconciliations, accounting policies and controls. | |
| · |
Continue to manage a segregation of duties between the preparer and the approver of reconciliation and supporting schedules which included hiring additional staff. |
The material weaknesses will be considered remediated when Management concludes that, through testing, the applicable remedial controls are designed, implemented and operating effectively. As Management continues to evaluate and improve disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management’s time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management’s time.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition, liquidity or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended June
30, 2025, no director or officer
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Item 6. Exhibits
*Represents a compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: August 14, 2025 | Beam Global |
| By: /s/ Desmond Wheatley | |
|
Desmond Wheatley, Chairman and Chief Executive Officer, (Principal Executive Officer) | |
| By: /s/ Lisa A. Potok | |
|
Lisa A. Potok, Chief Financial Officer (Principal Financial/Accounting Officer) |
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