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) |
|
|
|
| (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 May 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)
| Three Months Ended | ||||||||
| March 31, | 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 March 31, 2025 and December 31, 2024. | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of March 31, 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 | ||||||||
| March 31, | ||||||||
| 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 | ||||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| 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)
| Common Stock | Additional Paid-in- | Accumulated | Accumulated Other Comprehensive | Total 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 | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| 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 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
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)
| Three Months Ending | ||||||||
| March 31, | ||||||||
| 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 | ||||||||
| 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 | ( | ) | ||||||
| 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 warrant exercises | ||||||||
| Repayments of note payable | ( | ) | ||||||
| Borrowings of note payable | ||||||||
| Net cash provided (used) 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: | ||||||||
| Purchase of property and equipment by incurring current liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
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 factories in the U.S. in San Diego, California and Broadview, Illinois and in Europe in Belgrade and Kraljevo, Serbia. 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 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 :
| · | Energy security and disaster preparedness; |
| · | Smart Cities infrastructure; |
| · | Energy storage solutions; |
| · | EV charging infrastructure; |
| · | 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 months ended March 31, 2025 and 2024, and our financial position as of March 31, 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 March 31, 2025. As of March 31, 2025, approximately $
Major Customers
For the three months ended
March 31, 2025, one customer accounted for
| 8 |
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets - Serbia | $ | $ | ||||||
| Assets - U.S. | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities - Serbia | $ | $ | ||||||
| Liabilities - U.S. | ||||||||
| Total Liabilities | $ | $ | ||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Sales - Serbia | $ | $ | ||||||
| Sales - U.S. | ||||||||
| Total Revenues | $ | $ | ||||||
| Net 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. The determination of the fair value of the reporting unit requires 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.
| 9 |
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. 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.
The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 is a triggering event which requires us to perform a quantitative goodwill impairment test. We determine the value of goodwill largely based on our stock price. 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, indicated that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $ 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, our historical write-off experience, net of recoveries, and economic conditions. Exposure to losses on 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 March 31, 2025 and December 31, 2024:
| March 31, | 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 | $ | $ | ||||||
| 10 |
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.
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 March 31, 2025. The Company had Level 3 liabilities as of March 31, 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 March 31, 2025 | $ | |||||||||||
| 11 |
Significant Accounting Policies
During the three months ended March 31, 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:
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock Options | ||||||||
| Warrants | ||||||||
| Total Shares | ||||||||
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.
| 12 |
| 2. | LIQUIDITY |
The Company had net losses
of $ million (which includes $
At
March 31, 2025, the Company had a cash balance of $
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 $
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 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
In addition to the above payments,
the Telcom Sellers are eligible to earn up to EUR
| 13 |
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 three months ended March 31, 2025 is as follows (in thousands):
| Balance as of December 31, 2024 | $ | |||
| Change in Fair Value | ||||
| Balance as of March 31, 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 | $ |
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.
| 14 |
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 three months ended March 31, 2024 (in thousands):
| March 31, | ||||
| 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 three months ended March 31, 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 three months ended March 31, 2024 includes revenues of $
| 4. | PREPAIDS AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets are summarized as follows (in thousands):
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Vendor prepayments | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Other | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| 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 March 31, 2025 and 2024, inventory consists of the following (in thousands):
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Total inventory | $ | $ | ||||||
| 15 |
| 6. | PROPERTY AND EQUIPMENT |
Property and equipment consist of the following (in thousands):
| March 31, | 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 March 31, 2025 and 2024 was $
| 7. | GOODWILL AND INTANGIBLE ASSETS |
The following table presents the Company's goodwill asset:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Foreign exchange | ( | ) | ||||||
| Impairments | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
Intangible assets, net, as of March 31, 2025 and 2024 consists of the following (in thousands):
| 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 | $ | $ | ( | ) | $ | |||||||||
| 16 |
| March 31, 2025 | ||||||||||||||
| 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 months ended March 31, 2025, and 2024 was $
| 8. | ACCRUED EXPENSES AND LONG-TERM LIABILITIES |
The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands):
| March 31, | 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
$
| 17 |
| 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 March 31, 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.
| 11. | INCOME TAXES |
There was no Federal income tax expense for the three months ended March 31, 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 March 31, 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 (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”),
pursuant to which the Company has the right, but not the obligation, to sell shares of their common stock having an aggregate offering
price of up to $
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.
| 18 |
Option activity for the three months ended March 31, 2025 is as follows:
| Weighted | ||||||||
| Average | ||||||||
| Number of | Exercise | |||||||
| Options | Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited | ( | ) | ||||||
| Outstanding at March 31, 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.
There were option grants in the three months ended March 31, 2025.
The Company’s stock option compensation expense was $ million and $ million for the three months ended March 31, 2025 and 2024, respectively, and there was $ million of total unrecognized compensation costs related to outstanding stock options at March 31, 2025 which will be recognized over years. There were options issued or exercised in the three months ended March 31, 2025. The number of stock options vested and unvested as of March 31, 2025 were and , respectively. Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.
Restricted Stock Units
In November 2022, the
Board approved a stock grant under the Company’s 2021 Equity Incentive Plan, 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
A summary of activity of the RSUs for the three months ended March 31, 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 three months ended March 31, 2025. Stock compensation expense related to
performance stock units was $ million during the three months ended March 31, 2025. There are
| 19 |
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 three months ended March 31, 2025:
| Weighted- | ||||||||
| Nonvested | Average Grant- | |||||||
| Shares | Date Fair Value | |||||||
| Nonvested at December 31, 2024 | ||||||||
| Granted | $ | |||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Nonvested at March 31, 2025 | $ | |||||||
Stock compensation expense related to restricted stock awards was $ million for the three months ended March 31, 2025 and $ thousand for the three months ended March 31, 2024. Fair values of restricted stock vested during each of the three months ended March 31, 2025 and 2024 were $ million and $ thousand, respectively.
As of March 31, 2025, there
were unvested shares of common stock representing $
Warrants
During the three months
ended March 31, 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 three months ended March 31, 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 March 31, 2025 | $ | |||||||
The warrant outstanding as of March 31, 2025 expires in March 2028. The intrinsic value of the shares of common stock underlying the warrants at March 31, 2025 was $.
| 20 |
| 13. | REVENUES |
For each of the identified periods, revenues are categorized as follows (in thousands):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Product sales | $ | $ | ||||||
| Maintenance fees | ||||||||
| Professional services | ||||||||
| Shipping and handling | ||||||||
| Discounts and allowances | ( | ) | ( | ) | ||||
| Total revenues | $ | $ | ||||||
The following table disaggregates gross revenue from our clients by significant geographic area for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | $ | ||||||
| Serbia | ||||||||
| Romania | ||||||||
| Croatia | ||||||||
| Montenegro | ||||||||
| Bosnia | ||||||||
| Total revenue | $ | $ | ||||||
During the three months ended
March 31, 2025 and 2024,
At March 31, 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 Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning Balance | $ | $ | ||||||
| Additions | ||||||||
| Recognized in revenue | ( | ) | ( | ) | ||||
| Ending Balance | $ | $ | ||||||
| 21 |
| 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 provided information. 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 of its 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 |
Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements and has determined that no such reportable subsequent events exist through date of filing. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
| 22 |
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 our business; | |
| (j) | the preceding and other factors discussed in Part I, 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 II, Item 7, “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.
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.
| 23 |
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 factories in the U.S. in San Diego, California and Broadview, Illinois and in Europe in Belgrade and Kraljevo, Serbia. 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 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.
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 provided greater levels of Smart Cities services.
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 |
| 24 |
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 of our renewably energized products generate their own electricity and are 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.
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 increase 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 and Europe, and existing customer base and contracts. |
| 25 |
Overall Business Outlook
Our revenues for the first three months of 2025 were $6.3 million, a 57% decrease from $14.6 million for the first three 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 related to the presidential election. 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. Our pipeline of prospective customer orders has increased during the same period, although we cannot be sure of when, or if, those prospective orders will turn into actual sales. As we have continued investment in our sales resources, in September 2024 we hired a new Vice President of Sales in the U.S. and a new Director of Channel Partnerships in Europe to drive growth in commercial and government sectors. Revenues were diverse across federal, state and local governments, as well as enterprise and education sector customers. International customers comprised 25% of all revenue as of March 31, 2025 verses 11% for the three months ended March 31, 2024. Revenues derived from non-government commercial entities increased by 41% for the three months from 2024 to 2025 and were 53% of total revenues in 2025. For the three months ended, March 31, 2025, the Company’s sales to federal, state and local governments represented 47% of revenues verses 84% of the same period revenues in 2024.
We continue to invest in sales employees, 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, Caribbean, Central America, the Balkans, the Middle East, Africa and Australia.
The Company believes there continues to be a high level of support for funding EV charging infrastructure from both commercial and government entities, including a number of federal grants available under the Inflation Reduction Act. In addition, certain of our commercial customers may benefit from the Federal Solar Investment Tax Credit and accelerated depreciation as allowed under Section 179 of the IRS code which, we believe, provides a competitive advantage for our products over traditionally installed EV charging infrastructure which is not eligible for these incentives. Given these available incentives, we have invested in a federal lobbyist, a federal business development resource and a government relations employee, who have helped to identify opportunities and increase awareness of our product and outreach with federal agencies. 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 the three months ended March 31, 2025, we recorded revenues of $3.0 million for federal customers, compared to $12.2 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 16% to 53% from the first three months of 2024 to the first three 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 US government zero emission vehicle policies. The new products we have brought to market offer values which are also not dependent upon US 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, by achieving compliance with the Build America, Buy America Act, which ensures that our products are manufactured 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, will allow our products to be freely traded within the European Economic Area (EEA). We believe these achievements will enhance our credibility, strengthen consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies.
| 26 |
As a result of the acquisition of All Cell we now have the ability to value engineer bespoke 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 in 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.
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 a 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 work with global fleet businesses across a number of industries including food delivery, postal delivery to eco-tourism, and boast a comprehensive dealer network Australia-wide. Benzina Zero have 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’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.
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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 in San Diego and Broadview to continually improve the engineering and development of our new BeamSpot™ product. We believe that BeamSpot™ may become our largest selling product. BeamSpot™ is currently in the process of being installed and we received our first order for that product within two months of it being launched.
In addition, EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products have fulfilled the requirements to receive the CE mark (Conformité Européenne), a mandatory symbol indicating that a product meets European Union (EU) health, safety and environmental protection requirements, allowing it to be freely traded within the European Economic Area (EEA).
The Company reported a positive gross profit of $0.5 million for the three months ended March 31, 2025, compared to $1.5 million gross profit in 2024. Our gross margin as a percentage of sales was 7.9% for the three months ended March 31, 2025. Additionally, for the three months ended March 31, 2025, 88.4% of ARC sales reflected our price increase implemented in 2023. Our gross profits included a negative impact of $1.0 million for non-cash depreciation and intangible amortization. Our gross margin net of non-cash items was 20.6%. We expect to see our costs of goods sold continue to decrease over time. We have continued to implement lean manufacturing process improvements and making 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 US-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 US. 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 March 31, 2025 and 2024
Revenues. For the three months ended March 31, 2025, our revenues decreased 57% to $6.3 million compared to $14.6 million for 2024. During the three months ended March 31, 2025, $1.0 million, or 14% of product sales, were to Federal customers. State and Local governments customers accounted for $2.1 million, or 33% of revenues. We continue to invest in sales, marketing and government relation 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.
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Gross Profit. The Company reported a positive gross profit of $0.5 million, a 7.9% gross margin for the three months ended March 31, 2025, compared to a gross profit of $1.5 million, a 10.2% gross margin in 2024. Additionally, 24.1% of ARC sales in 2024 reflected the price increase implemented in 2023 and 88.4% in the first three months ending March 31, 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 $0.7 million, a 10.9% gross margin. Our engineering team has continued to implement design changes during 2024 which reduced the bill of materials for the EV ARCTM, improving the product margins throughout 2024. 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 $16.0 million for the three months ended March 31, 2025, compared to $4.5 million in 2024. The 2025 operating expenses included a $10.8 million goodwill impairment and a $0.8 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 future performance as the Company has taken significant steps to diversify its geographical reach and product offerings while focusing strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company’s compliance with its cash flows or available liquidity.
Liquidity and Capital Resources
At March 31, 2025, we had cash of $2.5 million, compared to $5.0 million at March 31, 2024. We have historically met our cash needs through a combination of debt and equity financing and most recently through gross profit contribution. 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.
Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash provided by (used in): | ||||||||
| Net cash used in operating activities | $ | (1,760 | ) | $ | (3,026 | ) | ||
| Net cash used in investing activities | $ | (70 | ) | $ | (2,817 | ) | ||
| Net cash provided (used) by financing activities | $ | (15 | ) | $ | 277 | |||
For the three months ended March 31, 2025, our cash used in operating activities was $1.8 million compared to $3.0 million for the three months ended March 31, 2024. Net loss of $15.5 million for the three months ended March 31, 2025 was decreased by $12.5 million of non-cash expense items that included $10.8 million for Goodwill impairment, $1.0 million for depreciation and amortization, $0.5 million for stock-based compensation and $0.2 million in provisions for credit losses. Cash used in operations also included a $0.7 million decrease in accounts payable, $0.7 million decrease in accounts receivable, $0.6 million decrease in inventory and $0.1 million decrease in accrued expenses offset by $0.2 million increase in accrued expenses related to short term taxes payable, $0.2 million increase in other long term liabilities and $0.2 million increase in deferred revenue.
For the three months ended March 31, 2024, our cash used in operating activities was $3.0 million compared to $0.6 million for the three months ended March 31, 2023. Net loss of $3.0 million for the three months ended March 31, 2024 was adjusted by $1.1 million of non-cash expense items that included depreciation and amortization of $0.9 million, employee stock-based compensation expense of $0.6 million, offset by decreases of $0.3 million provision on credit losses and $0.1 million for a change in fair value of contingent consideration liabilities. Further, cash used in operations included a $3.9 million increase in accounts receivable due to the increase in revenues and the timing of customer payments. Cash generated from operations included a $1.0 million increase in accounts payable primarily for inventory, $1.1 million increase in accrued expenses, $0.4 million decrease in inventory, $0.3 million increase in deferred revenue and $0.2 million decrease in prepaid expenses and other current assets.
Cash used in investing activities in the three months ended March 31, 2025 and March 31, 2024 was $0.1 million related to the purchases of equipment in both years. The three months ended March 31, 2024, included a $2.7 million reduction of deferred consideration for a cash payment for the Amiga acquisition.
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For the three months ended March 31, 2025, cash used by our financing activities was $15 thousand related to repayments of note payables related to auto leases compared to $25 thousand borrowings in the prior year. Additionally, for the three months ended March 31, 2024, cash generated by our financing activities included $0.3 million for the exercise of warrants net of offering expenses.
Current assets decreased to $23.6 million at March 31, 2025 from $27.1 million at December 31, 2024, primarily due to a $2.1 million decrease in cash, $1.0 million decrease in accounts receivable, and $0.4 million decrease in Inventory. Current liabilities decreased $0.4 million at March 31, 2025 compared to December 31, 2024, primarily due to a $0.6 million decrease in accounts payable offset by $0.2 million increase in sales tax payable. As a result, our working capital decreased to $10.8 million at March 31, 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 by 27% from 2023 to 2024, we believe our marketing and sales efforts have been impactful. The Company has improved its gross profit in 2024 and will continue to in 2025, and it is expected to improve in the future as a result of a 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.
The Company may be required to raise capital to fund its operations until it achieves positive cash flow, which is predicated on 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.
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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.
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 if 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.
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 March 31, 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 March 31, 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. | |
| · | 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 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.
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 March
31, 2025, no director or officer
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Item 6. Exhibits
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| 101.INS | Inline XBRL Instance Document | X | ||||||||||
| 101.SCH | Inline XBRL Schema Document | X | ||||||||||
| 101.CAL | Inline XBRL Calculation Linkbase Document | X | ||||||||||
| 101.DEF | Inline XBRL Definition Linkbase Document | X | ||||||||||
| 101.LAB | Inline XBRL Labels Linkbase Document | X | ||||||||||
| 101.PRE | Inline XBRL Presentation Linkbase Document | X | ||||||||||
| 104 | The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL | X |
*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: May 15, 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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Exhibit 4.1
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COMMON STOCK PURCHASE WARRANT
BEAM GLOBAL
Issue Date: 03/22/23
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 58 Concourse Partners LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time before the fifth (5th) anniversary of the Issue Date (the “Exercise Period”), but not thereafter, to subscribe for and purchase from Beam Global, a Nevada corporation (the “Company”), up to the number of fully paid and nonassessable shares of common stock of the Company (“Common Stock”) equal to 200,000. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). For purpose of this Warrant, the following terms shall have the meanings set forth below:
“Warrant Shares” shall mean the shares of Common Stock issuable hereunder and other securities at any time receivable or issuable upon exercise of this Warrant.
Section 1. Exercise.
a) Method of Exercise. During the Exercise Period, Holder may exercise this Warrant in whole and purchase up to the number of Warrant Shares by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Holder shall also deliver to the Company a check or wire transfer to an account designated by the Company. The Holder or any permitted assignee shall be the holder of record of, and shall be treated for all purposes as the record holder of, the Warrant Shares immediately prior to the close of business on the date upon which the Notice of Exercise is delivered to the Company.
b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $17.00, subject to adjustment hereunder (the “Exercise Price”).
c) Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.
d) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
e) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Appendix 2 duly executed by the Holder.
Section 2. Certain Adjustments.
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a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b) Notice to Holder. Whenever the Exercise Price is adjusted pursuant to this Section 2, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
Section 3. Transfer of Warrant.
a) Transferability. Subject to compliance with applicable federal and state securities laws by the transferor and the transferee, Holder may transfer all or part of this Warrant to any transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the name and address of the transferee and Holder will surrender this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
d) Representation by the Holder.
(i) Acquisition of Warrant for Own Account. The Holder represents and warrants that the Holder is acquiring the Warrant solely for the Holder’s own account for investment and not with a view to or for sale or distribution of this Warrant or any part thereof. The Holder also represents and warrants that the entire legal and beneficial interests of the Warrant and Warrant Shares that Holder is acquiring are being acquired for, and will be held for, the Holder’s own account only.
(ii) Securities Are Not Registered. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Holder realizes that the basis for the exemption may not be present if, notwithstanding the Holder’s representations, the Holder has a present intention of acquiring such securities for the purpose of engaging in a distribution thereof. The Holder has no such present intention. The Holder recognizes that the Warrant and the Warrant Shares must be held until such time as they are registered under the Securities Act or an exemption from such registration is available.
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(iii) Restricted Securities; Rule 144. The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. The Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and may not be satisfied in the foreseeable future, and that Rule 144(b) may permit sale of Warrant Shares in additional circumstances if the required holding periods have been satisfied.
(iv) Disposition of Warrant and Warrant Shares. The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until:
1. There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement;
2. The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws; or
3. The Company shall have received a letter secured by the Holder from the staff of the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition.
The Holder understands and agrees that all certificates evidencing Warrant Shares issued to the Holder shall bear the appropriate securities legend.
Section 5. Miscellaneous.
a) All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile, confirmation confirmed) be, in writing by the Company or such Holder from time to time.
b) Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.
c) Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.
d) Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.
e) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to its principles regarding conflicts of law.
[Remainder of page intentionally left blank; signature page follows]
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The Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
BEAM GLOBAL
By: /s/ Desmond Wheatley
Name: Desmond Wheatley
Title: Chief Executive Officer
[Signature Page to Common Stock Purchase Warrant]
APPENDIX 1
NOTICE OF EXERCISE
1. Holder elects to purchase ____________ shares of the Common Stock of Beam Global pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.
2. Please issue a certificate or certificates representing the shares in the name specified below:
___________________________________
Holders Name
___________________________________
___________________________________
(Address)
3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 3(e) of the Warrant as the date hereof.
HOLDER:
_________________________________
By:______________________________
Name: ____________________________
Title: _____________________________
(Date): ____________________________
APPENDIX 2
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: | ______________________________________ |
(Please Print)
| Address: | ____________________________________ |
(Please Print)
Dated: ______________, ____
Holder’s Signature: _____________________
Holder’s Address: ______________________
Exhibit 10.3
BEAM GLOBAL
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of March 22, 2023, (the “Effective Date”) by and between, Beam Global with principal place of business located at 5660 Eastgate Dr, San Diego, CA, 92121 (the “Client”) and 58 Concourse Partners LLC, 58 Concourse East, Brightwaters, NY, 11718 with its primary office located at the same location (the “Consultant”). The Client and the Consultant are also hereinafter referred to as the "Party" or "Parties".
WHEREAS, Client is a supplier of clean technology solutions and desires to engage Consultant to provide the Services (as defined below); and
WHEREAS, Consultant has relevant expertise, contacts and knowledge of Client’s current public markets position and is desirous of offering professional services in furtherance of Client’s goals upon the terms and conditions prescribed below;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:
| 1. | TERM AND SCOPE: |
| 1.1 | This Agreement shall commence upon the Effective Date and shall remain in full force in effect for a first period, starting at signing and ending March 31st, 2028 (the “Initial Term”). Upon expiration of the Initial Term, and provided that this Agreement has not been terminated pursuant to Section 7 or otherwise, the Initial Term will be automatically extended by successive periods of one (1) calendar year each, unless during the Initial Term or a successive term either Party provides to the other party written notice of non-renewal no less than fifteen (15) calendar days prior to the expiration of the Initial Term or successive term, as the case may be. The Initial Term and any subsequent renewals shall collectively be referred to as the “Term”. |
| 1.2 | Subject to the terms and conditions of this Agreement, the Client hereby retains Consultant as a consultant to the Client to provide investor relation services to expand and improve Client’s position in the public capital markets (the “Services”) and Consultant agrees, subject to the terms and conditions of this Agreement, to render such Services during the Term of this Agreement. Such Services have the primary goal of identifying opportunities for the improvement of Client’s public markets positioning, investor relations, and general advisory services in furtherance of enhancing Client’s shareholder value. The Consultant will work for the Client under the general direction of Desmond Wheatley or such other individual(s) or department(s) as may be designated by the Client from time to time. |
| 1.3 | Consultant shall not approach, organizations or entities or otherwise perform Services under this Agreement without the prior written permission of the Client. |
| 1.4 | The Consultant shall provide all of its own equipment, tools, and office space necessary to perform the Services under this Agreement. Client may provide limited resources including business cards, a company email address, access to the company customer relationship management (CRM) system and marketing materials. |
| 1.5 | The Parties each individually represent and acknowledge that the performance of the Services under this Agreement does not conflict with any duties or obligations that such Party may have to any third party and does not violate any other agreement to which such Party is already a party. Each Party shall indemnify and hold harmless the other Party, its employees, directors, agents and assigns against any claims, liability, loss, cost, actions or demands (including without limitation reasonable attorney fees) arising out of or relating to any conflict or violation of any third-party agreement by such Party. |
| 1.6 | The Parties each individually represent and warrant that any and all information, code, programs, processes, practices or techniques which such Party will describe, demonstrate, divulge, use, or in any other manner make known to the other Party during the performance of Services (collectively, the "Property") may be divulged and freely used by such divulging Party, without any obligation to, or violation of, any right of others, and without violation of any law or payment of any royalty. |
| 1.7 | Throughout the Term of this Agreement, the Consultant and its directors, officers, representatives, agents and employees shall comply with all federal, state, local, foreign and/or international laws and regulations applicable to the Consultant ’s business, including but not limited to any state and federal security laws and regulations, and its performance of its obligations under this Agreement. |
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| 2. | RELATIONSHIP OF THE PARTIES: |
| 2.1 | It is understood and agreed that Consultant will act under this Agreement as an independent contractor and that nothing in this Agreement or the nature of any services rendered in connection herewith shall be deemed to create an agency relationship between Consultant and the Client. Consultant has no authority to, and agrees not to, assume or create any obligation or liability, express or implied, on the Client’s behalf, or to bind the Client in any manner or to anything whatsoever. The Consultant represents and warrants that it will not make any warranties or representations regarding the Client or Client’s products or services except as expressly stated in this Agreement or as otherwise may be authorized in writing by Client from time to time. |
| 2.2 | Payments made to Consultant hereunder may be subject to applicable federal, state, and local tax withholding laws. The Client makes no representations regarding the tax implications of the compensation provided for in this Agreement. The Client advises Consultant to consult with a tax professional and/or its attorney regarding such implications and the Consultant’s responsibilities regarding fulfillment of its taxation obligations. Consultant specifically acknowledges and agrees that: (i) Consultant shall be liable for all taxes assessed by any federal, state, or local authorities with respect to the compensation provided herein; and (ii) that to the extent required by law the Client is authorized to withhold such taxes from compensation due Consultant hereunder. |
| 3. | COMPENSATION, INVOICING AND PAYMENT: |
| 3.1 | In consideration for the Services to be provided by Consultant to Client, Client will issue Consultant a warrant to purchase up to 200,000 shares of Client’s common stock at an exercise price equal to $17.00 per share. Provided that the Consultant is not in breach of the terms and conditions of this Agreement, the warrants will be exercisable during the Initial Term provided that Consultant provided Services to the Client throughout the Term as required by this Agreement. The Warrant will have a term of five (5) years. In the event that this Agreement is terminated by the Company for breach pursuant to Section 7.1 or in the event that Consultant is unable to provide the Services throughout the Term for any reason or as a result of Consultant being dissolved, liquidated or subject to any bankruptcy procedures, the Company will have the right to repurchase from Consultant at a price per share equal to $17.00, a certain portion of shares of the Company common stock it purchased by exercising the warrant. The number of shares that the Company will be able to purchase in the event of a termination by the Company will be an amount equal to 200,000 multiplied by the percentage of time remaining under the Agreement as of the date of termination. For example, if the Agreement is terminated after twelve (12) months, the Company will have the right to repurchase from Consultant up to 80% (12 months/60 months = 80%) of the shares purchased by the Consultant by exercising the warrant. |
| 3.2 | Aside from that compensation specifically described in this Section 3, no other compensation of any kind shall be due or payable to Consultant by the Client for any Services rendered hereunder. |
| 4. | CONFIDENTIALITY; INSIDER TRADING: |
Client and Consultant are parties to a certain Mutual Confidentiality Agreement dated March 21st 2023, attached hereto as Exhibit “B” (the “Confidentiality Agreement”). The terms and provisions of such Confidentiality Agreement are hereby incorporated by reference as if fully set forth herein. Notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Consultant will not publish, disclose to third parties, utilize for the Consultant’s own benefit, or otherwise make use of any of the Client’s (or Client’s customers) trade secrets or other confidential information concerning the Client or its customers, except with the prior written consent of the Client (and/or Client’s customer, as applicable). For purposes of this Agreement, “Confidential Information” shall have the meaning prescribed in the Confidentiality Agreement and shall include, without limitation, any financial or accounting information regarding the business of the Client that has not been publicly reported or released, including information regarding revenues, anticipated revenues, expenses and costs, profit margins and cash flow, information regarding the Client’s customers, the Client’s business plans and strategies, forecasts and projections, pricing information, customer proposals and contracts, employee information and any other information developed, in the possession of or owned by the Client that the Client does not disclose publicly.
Consultant acknowledges that it is aware that the United States securities laws prohibit any person who has material, non-public information concerning Client from purchasing or selling securities of Client or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Consultant agrees that it will not not violate any provisions of this paragraph or the United States securities laws or the analogous laws of any state or foreign government.
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| 5. | INTELLECTUAL PROPERTY AND WORK PRODUCT: |
| 5.1 | All work performed by the Consultant for the Client under this Agreement is in the nature of “work for hire”. Consultant expressly agrees that all data, electronic or paper documents, models, programs, methods, inventions, innovations, reports or other work product of any kind and all works based upon, derived from, or incorporating the foregoing which have been, or will be, prepared by the Consultant within the scope of the consulting services provided hereunder, including any contribution (whether individual or collaborative) to such materials created by the Consultant in the course of providing the Services (collectively “Innovations”) shall be deemed “works for hire” and shall be the sole and exclusive property of the Client. “Innovations” shall also include any work product incorporating, utilizing or based-upon any of the Client’s confidential information. The Consultant hereby irrevocably assigns and/or agrees to irrevocably assign to the Client, its successors and assigns, any and all of its right, title and interest in and to any and all Innovations and to any copyright, trademark, patent applications or Letters Patent thereon developed for and during the performance of the Services for the Client. The Consultant agrees to execute whatever documents may be reasonably necessary at the Client’s request, and without further compensation, in order to assign the rights in any such Innovations to the Client. Notwithstanding the foregoing and those confidentiality requirements set forth above, nothing in this clause shall affect the Consultant’s rights to any data, electronic or paper documents, models, programs, methods, inventions, innovations, reports or other work product, independently developed by the Consultant while not engaged in or for the performance of the Services, whether during, before or after the term of this agreement. |
| 5.2 | The Consultant agrees to promptly turn over to the Client, immediately upon the expiration or termination of this Agreement, all notes, reports, data and other work product containing Confidential Information of the Client or the Client’s customers and/or produced in connection with any work performed under this Agreement (and all copies thereof), whether in paper or electronic form that the Consultant has in its possession upon the written request of the Client. Following termination or expiration of this Agreement, Consultant shall neither make nor retain any copies (whether in paper, electronic or other format) of any property or work product belonging to the Client or containing Confidential Information relating to the Client or Client’s customers. Each Party’s property and contacts before the signing of this Agreement shall remain their property and contacts after the expiration or termination of this Agreement. Any property and/or contacts jointly developed during the course of this Agreement shall be the sole and exclusive property of the Client. |
| 6. | NON-SOLICITATION, NON-DEFAMATION: |
Consultant agrees that while this Agreement is in effect and for a period of two years thereafter, Consultant will not for itself or any third party, directly or indirectly divert or attempt to divert from the Client (or any affiliate of it that might be formed) any business of any kind in which the Client is engaged including, without limitation, the solicitation of or interference with any of Client’s customers, clients, vendors, contractors or employees to terminate its business relationship with Client. During the term of this Agreement and for one (1) year thereafter, Consultant will not encourage or solicit any employee, independent contractor or contractor of the Client (or any of its affiliates) to leave Client for any reason. The Parties agree that they will not make or disseminate any defamatory comments or communications about the other Party.
| 7. | TERMINATION: |
| 7.1 | Client may terminate this Agreement at any time in the event of a breach of this Agreement by Consultant by providing at least ten (10) calendar day’s written notice to Consultant. |
| 7.2 | In the event of termination, neither Party shall be discharged for any antecedent obligations or liabilities to the other Party under this Agreement, unless otherwise agreed in writing. On and after termination or expiration of this Agreement, whether pursuant to the provisions of this Section 7, Section 1.1 or otherwise, Consultant shall immediately cease performance of all Services and inform Client of any and all contacts and/or other relevant data, information or processes that Consultant was pursuing at the time of termination or expiration. |
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| 8. | GENERAL PROVISIONS: |
| 8.1 | This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. Each party irrevocably consents to the personal jurisdiction of federal and state courts located in San Diego, California, as applicable, for any matter arising out of or relating to this Agreement. No provision in this Agreement is to be interpreted against such party because that party drafted such provision. In the event of any action or proceeding arising out of the subject matter hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. |
| 8.2 | If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. |
| 8.3 | The parties acknowledge and agree that the performance of the Services hereunder by the Consultant constitutes personal services that may not be assigned or delegated to a third party without the written consent of the Client. The Consultant shall not subcontract or assign the performance of any portion of the Services without the Client’s prior written consent. Any purported subcontract or agreement not approved by the Client shall be void. The Consultant hereby agrees that the Client may assign this Agreement to its designated representatives or affiliates. |
| 8.4 | Waiver by the Parties of any default hereunder shall not be deemed a waiver of any other default. No provision of this Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing and signed by the authorized representative of each party. |
| 8.5 | The Parties acknowledge that because of the unique nature of any Innovations and the confidential information that may be revealed during the performance of the Services under this Agreement, the Client would suffer irreparable harm if the Consultant failed to comply with any of its obligations under Sections 5 through 7 of this Agreement, and monetary damages would be inadequate to fully compensate the harmed Party. The Parties shall, in addition to any other remedies available at law or in equity, be entitled to injunctive relief to enforce the terms of Sections 5 through 7 of this Agreement. |
| 8.6 | This Agreement, together with all Exhibits and other documents attached hereto, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning the subject matter hereof. |
| 8.7 | All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or email, addressed as set forth below each Party’s signature or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by email, with accurate confirmation generated by the transmitting email account, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur or (c) if given by email, upon receipt by the sending party of an email from the receiving party confirming receipt |
| 8.8 | This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by electronic transmission. |
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NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO INDUCE EITHER PARY TO SIGN THIS AGREEMENT. THE PARTIES SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.
IN WITNESS WHEREOF the parties hereto execute the Agreement on the date and year written below.
| “CONSULTANT” | “CLIENT” | |
| 58 Concourse | Beam Global | |
| 58 Concourse E | 5660 Eastgate Dr. | |
| Brightwaters, NY 11718 | San Diego, CA 92121 | |
| 631 786 0260 | 858 799 4583 | |
| By: /s/ Clifford Weinstein Date: 3/22/23 | By: /s/ Desmond Wheatley 3-22-23 | |
| Print Name: Clifford Weinstein | Desmond Wheatley | |
| Title: Consultant | President and CEO |
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EXHIBIT B—CONFIDENTIALITY AGREEMENT
Effective as of March 23, 2023, (“Effective Date”), this Mutual Confidentiality & Non-Disclosure Agreement (“Confidentiality Agreement”) is made and entered into by and between BEAM GLOBAL, 5660 Eastgate Dr, San Diego, CA 92121 (hereinafter the “Client”) and 58 Concourse Partners LLC of 58 Concourse East, Brightwaters, NY, 11718 with its primary office located at the same location (hereinafter the “Consultant”), individually known as a “Party” and collectively known as the “Parties”.
WHEREAS, Client and Consultant are the owners of Confidential Information (as defined below) pertaining to research, development, processes, products, materials, inventions, technology and/or business plans, which they each consider to be information of value; and,
WHEREAS, Client and Consultant intend to disclose to each other certain of such Confidential Information as they deem necessary in order to evaluate a potential business collaboration(s) of mutual interest.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the receipt and sufficiency of which the Parties hereby acknowledge, Client and the Consultant agree as follows:
| 1. | "Confidential Information: As used in this Agreement, "Confidential Information" means all information disclosed in writing by one party or the other under this Agreement that the disclosing party identifies as confidential at the time of its disclosure.". |
| 2. | Each Party, as recipient (the “Receiving Party”) of Confidential Information from the other Party (the “Disclosing Party”), shall use such Confidential Information for the sole purpose of discussions between the Parties under and in accordance with this agreement. |
| 3. | Neither Party shall disclose to any third party any Confidential Information received from the Disclosing Party hereunder, except under the provisions of paragraph 5 of this Agreement. |
| 4. | The Receiving Party shall only disseminate Confidential Information to those employees with a special need to know such Confidential Information. The Receiving Party hereby warrants that such employees shall be informed of the proprietary nature of the Confidential Information received and shall be bound by this Agreement in the same manner that each Party is bound or by a similar agreement no less restrictive than this Agreement. |
| 5. | The Receiving Party’s duties and obligations to protect Confidential Information disclosed under this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) years; provided, however, that the Receiving Party shall have no obligations to the Disclosing Party with respect to the use, or disclosure to others not party to this Agreement, of such information which: |
| (a) | prior to disclosure was known to or in the possession of the Receiving Party as evidenced by its competent written records; |
| (b) | is or becomes publicly known during the term of this Agreement, other than through a breach of the Receiving Party's obligations hereunder or a disclosure by a direct or indirect transferee of the Receiving Party that is not authorized by the Disclosing Party under clause (f) of this paragraph 5; |
| (c) | is rightfully received from a third party, which such third party is free to disclose to others without breach of any obligation of non-disclosure; |
| (d) | is developed by the Receiving Party independently of any disclosures made under this Agreement, as evidenced by its competent written records; |
| (e) | is required by applicable law, regulation or bona fide legal process to be disclosed, provided, however, that the Party required to make the disclosure takes all reasonable steps to restrict and maintain the confidentiality of such disclosure; or |
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| (f) | is authorized to be released by way of an express written authorization by the Disclosing Party. Specific items of Confidential Information shall not fall within any of the foregoing exceptions merely because they are embraced by more general information falling within any exception. Further, any combination of Confidential Information shall not fall within any of the foregoing exceptions merely because specific items fall within any exception, but only if the combination itself and its principle of operation falls within any of the foregoing exceptions. |
| (g) | The information may be disclosed by the Consultant in the course of any examination of the Consultant and its books and records, The Consultant ’s parent and the Consultant ’s parent's books and records, by any bank or security regulatory authority, by any taxing authority, or any federal or state regulatory agencies having jurisdiction as to the Public Markets Consultant or its parent. |
| 6. | Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the Disclosing Party’s by the Receiving Party shall remain the property of the Disclosing Party unless otherwise authorized in writing by the Disclosing Party. Any and all reproductions of Beam Global’s drawings and designs, for whatever purpose, shall bear the logo of Beam Global on each reproduced sheet, or in the Title Block of each reproduced sheet, at the minimum size of 3 inch by 3 inch, including the Beam Global logo and all Beam Global contact information. |
| 7. | The Receiving Party agrees, upon request, to promptly return all tangible items relating to Confidential Information of the Disclosing Party, including but not limited to, all materials, written materials, drawings, data and records provided or otherwise made available by the Disclosing Party, and all copies thereof; provided, however, each Party may retain one copy for purposes of compliance with the obligations pursuant to this Agreement. |
| 8. | Nothing in this Agreement shall be construed as granting any license or right under any patent or other intellectual property rights or representing any commitment by either Party to enter into any additional agreement, by implication or otherwise, or creating any partnership, joint venture or agency relationship. |
| 9. | The Receiving Party agrees that improvements to or further developments of the Disclosing Party’s intellectual property, informed or enabled by that disclosure, or developed as a result of the disclosure in any way, is the property of the Disclosing Party and shall not be further developed, disclosed or commercialized without the Disclosing Party’s written consent. |
| 10. | Recipient is aware, and Recipient will advise its Representatives, that United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. |
| 11. | This Agreement shall constitute the entire understanding between the Parties with respect to the subject matter hereof and may be modified only in writing signed by both Parties. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
| 12. | This Agreement, and rights and obligations hereunder, shall not be assigned or transferred, directly or indirectly, in whole or in part, by either Party, without the prior written consent of both Parties, which consent may be given or withheld in each Party’s sole and absolute discretion. |
| 13. | Each Party acknowledges that its breach of this Agreement will cause irreparable damage to the other Party and hereby agrees that the other Party shall be entitled to injunctive relief under this Agreement for such breach or threatened breach as well as such further relief as may be granted by a court of competent jurisdiction. |
| 14. | The disclosure of Confidential Information under this Agreement may commence as of the Effective Date, but shall terminate on the later of two (2) years after the Effective Date, or the termination or expiration of the Sales Consulting Agreement; provided, however, the termination of such disclosures under this Agreement shall not affect the rights and obligations of a Receiving Party hereunder with respect to the Confidential Information disclosed to such Receiving Party prior to such termination. |
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| 15. | All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as a Party may specify in writing to the other Party. |
| 16. | Each Party represents and warrants that it has the authority to undertake the obligations set forth in this Agreement without breaching or violating any contractual or statutory obligation owed to another. |
| 17. | This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws principles. |
To evidence their agreement to the foregoing, the Parties have, through duly authorized representatives, executed this Agreement.
| “CONSULTANT” | “CLIENT” | |
| 58 Concourse | Beam Global | |
| 58 Concourse E | 5660 Eastgate Dr. | |
| Brightwaters, NY 11718 | San Diego, CA 92121 | |
| 631 786 0260 | 858 799 4583 | |
| By: /s/ Clifford Weinstein Date: 3/22/23 | By: /s/ Desmond Wheatley 3-22-23 | |
| Print Name: Clifford Weinstein | Desmond Wheatley | |
| Title: Consultant | President and CEO |
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Exhibit 31.1
CERTIFICATION
I, Desmond Wheatley, certify that:
| 1. | I have reviewed this report on Form 10-Q of Beam Global; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: May 15, 2025
| /s/ Desmond Wheatley | |
| Desmond Wheatley, Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Lisa A. Potok, certify that:
| 1. | I have reviewed this report on Form 10-Q of Beam Global; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: May 15, 2025
| /s/ Lisa A. Potok | |
| Lisa A. Potok | |
| Chief Financial Officer | |
| (Principal Financial/Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Beam Global (the “Company”) on Form 10-Q for the period ending March 31, 2025 (the “Report”) I, Desmond Wheatley, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Desmond Wheatley | Date: May 15, 2025 |
| Desmond Wheatley | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Beam Global (the “Company”) on Form 10-Q for the period ending March 31, 2025 (the “Report”) I, Lisa A. Potok, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Lisa A. Potok | Date: May 15, 2025 |
| Lisa A. Potok | |
| Chief Financial Officer | |
| (Principal Financial/Accounting Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Accounts receivable, net of allowance for credit losses | $ 498 | $ 259 |
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 350,000,000 | 350,000,000 |
| Common stock, shares issued | 15,043,045 | 14,835,630 |
| Common stock, shares outstanding | 15,043,045 | 14,835,630 |
Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Income Statement [Abstract] | ||
| Revenues | $ 6,324 | $ 14,561 |
| Cost of revenues | 5,823 | 13,082 |
| Gross profit | 501 | 1,479 |
| Operating expenses | 5,265 | 4,527 |
| Impairment of goodwill | 10,780 | 0 |
| Loss from operations | (15,544) | (3,048) |
| Other income (expense) | ||
| Interest income | 23 | 71 |
| Other income (expense) | 4 | (56) |
| Interest expense | (6) | (4) |
| Other income | 21 | 11 |
| Loss before income tax expense | (15,523) | (3,037) |
| Net Loss | (15,523) | (3,037) |
| Net foreign currency translation benefit (expense) | 461 | (329) |
| Total Comprehensive Loss | $ (15,062) | $ (3,366) |
| Net Loss per share - basic | $ (1.04) | $ (0.21) |
| Net Loss per share - diluted | $ (1.04) | $ (0.21) |
| Weighted average shares outstanding - basic | 14,990 | 14,422 |
| Weighted average shares outstanding - diluted | 14,990 | 14,422 |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted [Flag] | false |
| Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
| Rule 10b5-1 Arrangement Terminated [Flag] | false |
| Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 factories in the U.S. in San Diego, California and Broadview, Illinois and in Europe in Belgrade and Kraljevo, Serbia. 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 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 :
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 months ended March 31, 2025 and 2024, and our financial position as of March 31, 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.
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 March 31, 2025. As of March 31, 2025, approximately $1.5 million of the Company’s cash deposits were greater than the federally insured limits.
Major Customers
For the three months ended March 31, 2025, one customer accounted for 12% of total revenues and for the three months ended March 31, 2024, two customers accounted for 30% and 18% of total revenues, each with no other single customer accounting for more than 10% of revenues. At March 31, 2025, accounts receivable from one customer accounted for 15% of total accounts receivable and at March 31, 2024, accounts receivable from three customers accounted for 22%, 18% and 14% of total accounts receivable each with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended March 31, 2025 and 2024, the Company’s concentration of sales to federal customers represented 14% and 58% of revenues, respectively and the concentration of sales to state and local governments represented 33% and 26% of revenues, respectively.
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
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. The determination of the fair value of the reporting unit requires 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. 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.
The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 is a triggering event which requires us to perform a quantitative goodwill impairment test. We determine the value of goodwill largely based on our stock price. 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, indicated that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $ 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, our historical write-off experience, net of recoveries, and economic conditions. Exposure to losses on 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 March 31, 2025 and December 31, 2024:
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.
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 March 31, 2025. The Company had Level 3 liabilities as of March 31, 2025. There were no transfers between levels during the reporting period.
Significant Accounting Policies
During the three months ended March 31, 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:
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.
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LIQUIDITY |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2025 | |||
| Liquidity | |||
| LIQUIDITY |
The Company had net losses of $ million (which includes $12.5 million of non-cash expenses) and $.0 million (which includes $1.1 million of non-cash expenses) and net cash used in operating activities of $ million and $.0 million for the three months ended March 31, 2025 and 2024, respectively.
At March 31, 2025, the Company had a cash balance of $2.5 million and working capital of $10.8 million. Based on the Company’s current operating plan and the available working capital that it believes can be converted to cash (specifically the accounts receivable balance of approximately $7.1 million), the Company believes that it has the ability to fund its operations and meet contractual obligations for at least twelve months from the date of this report.
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.
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.
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BUSINESS COMBINATIONS |
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| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 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 220,298, Beam paid to the Telcom Sellers a purchase price equal to EUR 815,298 which was paid to the Telcom Sellers as follows: (i) EUR 430,000 cash and (ii) issued shares of Beam common stock. At closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000.
In addition to the above payments, the Telcom Sellers are eligible to earn up to EUR 250,000 (the “Earnout Cap”) in additional shares of Beam common stock if Telcom meets certain revenue milestones for fiscal years 2024 and 2025 (the “Telcom Earnout Consideration”). The Telcom Earnout Consideration that the Telcom Sellers are eligible to receive for 2024 was equal to the amount the net revenue of Telcom (“Telcom Net Revenue”) exceeded EUR 850,000 for 2024 up to the Earnout Cap. The Company issued shares of stock valued at $0.1 million as payment for the 2024 Telcom Earnout Consideration. The Telcom Earnout Consideration was less than the Earnout Cap, and the Telcom Sellers will be eligible for additional Telcom Earnout Consideration in 2025 if (i) 2025 Telcom Net Revenue exceeds 2024 Telcom Net Revenue, and (ii) 2025 Telcom Net Revenue exceeds $850,000. The Telcom Earnout Consideration for 2025 will be calculated based on the amount the 2025 Net Revenue exceeds the 2024 Net Revenue subject to the Earnout Cap. In no event, will the Telcom Earnout Consideration for 2024 and 2025, in the aggregate, exceed the Earnout Cap. The Telcom Earnout Consideration for each period will be calculated based on the volume weighted average price of Beam’s common stock for the thirty trading days prior to the end of the applicable calendar year. In no event and under no circumstances will the Telcom Sellers receive from Beam or will Beam issue to the Telcom Sellers in connection with the transaction Beam’s common stock in an amount that exceeds 19.99% of the outstanding common stock of Beam immediately prior to closing.
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 three months ended March 31, 2025 is as follows (in thousands):
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):
The following table shows the allocation of consideration to assets and liabilities at fair value (in thousands):
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 three months ended March 31, 2024 (in thousands):
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 three months ended March 31, 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 three months ended March 31, 2024 includes revenues of $0.2 million and income from operations of $8 thousand from the acquired Telcom business.
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PREPAIDS AND OTHER CURRENT ASSETS |
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| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PREPAIDS AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets are summarized as follows (in thousands):
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INVENTORY |
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| 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 March 31, 2025 and 2024, inventory consists of the following (in thousands):
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PROPERTY AND EQUIPMENT |
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| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT |
Property and equipment consist of the following (in thousands):
Depreciation expense during the three months ended March 31, 2025 and 2024 was $0.7 million for both years. For the three months ended March 31, 2025 and 2024, depreciation expense recognized in Operating expenses was $0.1 million in both years and $0.6 million and $0.1 million in Cost of Goods Sold, respectively.
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GOODWILL AND INTANGIBLE ASSETS |
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GOODWILL AND INTANGIBLE ASSETS |
The following table presents the Company's goodwill asset:
Intangible assets, net, as of March 31, 2025 and 2024 consists of the following (in thousands):
Amortization expense for each of the three months ended March 31, 2025, and 2024 was $0.2 million. Amortization expense for intangible assets held as of December 31, 2024, will be $1.0 million for each of the years 2025 – 2028. Amortization expense recognized in Operating expenses for the three months ended March 31, 2025 and 2024 was $0.1 million and $0.2 million in Cost of Goods Sold, respectively.
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ACCRUED EXPENSES AND LONG-TERM LIABILITIES |
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| ACCRUED EXPENSES AND LONG-TERM LIABILITIES |
The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands):
Acquired long-term liability of $3.4 million consists of a restructuring debt settlement from the acquisition of Amiga. Approximately $0.5 million is current and included in other accrued expenses and the rest is categorized in long-term liability. The debt restructuring was entered into in 2021 for a nine-year term with five years and 9 months remaining at March 31, 2025. Payments are interest free, not secured, and due quarterly as a percentage of the remaining balance due. $23 thousand consists of non-current liabilities related to the acquisition of Telcom. Approximately $32 thousand is current and included in other accrued expenses and the rest is categorized in long-term liability.
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NOTE PAYABLE |
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| Debt Disclosure [Abstract] | |||
| 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 $4 thousand, and bears interest at a rate of 7.55% per year. Payment on the loan began in July 2023, and the loan has a short-term balance of $43 thousand. In March 2024, the Company purchased a forklift and financed the purchase through an auto loan. The loan has a term of 60 months, requires monthly payments of approximately $661, and bears interest at a rate of 6.54% per year. Payment on the loan began in February 2024, and the loan has a short-term balance of $6 thousand. In April 2024, a second forklift was purchased and financed through an auto loan. The loan has a term of 60 months, requires monthly payments of approximately $1,661, and bears interest at a rate of 7.89% per year. Payment on the loan began in April 2024, and the loan has a short-term balance of $14 thousand.
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COMMITMENTS AND CONTINGENCIES |
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| Commitments and Contingencies Disclosure [Abstract] | |||
| 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 March 31, 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.
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INCOME TAXES |
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| Income Tax Disclosure [Abstract] | |||
| INCOME TAXES |
There was no Federal income tax expense for the three months ended March 31, 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 March 31, 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.
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STOCKHOLDERS’ EQUITY |
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| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ EQUITY |
At Market Issuance Sales Agreement
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company has the right, but not the obligation, to sell shares of their common stock having an aggregate offering price of up to $8 million, subject to certain terms and conditions.
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 three months ended March 31, 2025 is as follows:
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.
There were option grants in the three months ended March 31, 2025.
The Company’s stock option compensation expense was $ million and $ million for the three months ended March 31, 2025 and 2024, respectively, and there was $ million of total unrecognized compensation costs related to outstanding stock options at March 31, 2025 which will be recognized over years. There were options issued or exercised in the three months ended March 31, 2025. The number of stock options vested and unvested as of March 31, 2025 were and , respectively. Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.
Restricted Stock Units
In November 2022, the Board approved a stock grant under the Company’s 2021 Equity Incentive Plan, 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 44,531 shares of common stock for a total of 187,031 shares granted under the PSU. There have been no further grants as of the three months ended March 31, 2025.
A summary of activity of the RSUs for the three months ended March 31, 2025 is as follows:
Stock compensation expense related to restricted stock units was $ thousand during the three months ended March 31, 2025. Stock compensation expense related to performance stock units was $ million during the three months ended March 31, 2025. There are no further unrecognized stock compensation expenses remaining to be recognized at this time.
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 three months ended March 31, 2025:
Stock compensation expense related to restricted stock awards was $ million for the three months ended March 31, 2025 and $ thousand for the three months ended March 31, 2024. Fair values of restricted stock vested during each of the three months ended March 31, 2025 and 2024 were $ million and $ thousand, respectively.
As of March 31, 2025, there were unvested shares of common stock representing $0.3 million of unrecognized restricted stock grant expense which will be recognized over months.
Warrants
During the three months ended March 31, 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 $1.6 million on the date of grant using the Black-Scholes option-pricing model. This model incorporated certain assumptions for inputs including a risk-free market interest rate of 3.86%, expected dividend yield of the underlying common stock of 0%, expected life of 2.5 years and expected volatility in the market value of the underlying common stock based on our historical volatility of 99.6%. The fair value of the warrant was recorded to prepaid expenses and other current assets to be recognized over the service period. During the three months ended March 31, 2025, $0.1 million was recorded as expense and at March 31, 2025, $1.0 million of cost has not been recognized and will be recognized over the next 3 years. These warrants are not cashless and expire on March 31, 2028.
A summary of activity of warrants outstanding for the three months ended March 31, 2025 is as follows:
The warrant outstanding as of March 31, 2025 expires in March 2028. The intrinsic value of the shares of common stock underlying the warrants at March 31, 2025 was $.
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| Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUES |
For each of the identified periods, revenues are categorized as follows (in thousands):
The following table disaggregates gross revenue from our clients by significant geographic area for the three months ended March 31, 2025 and 2024:
During the three months ended March 31, 2025 and 2024, 14% and 58% of revenues were derived from federal customers, while 33% and 26% were from state and local governments, respectively. In addition, 25% of revenues in the three months ended March 31, 2025 were sales made outside of the United States compared to 11% in the prior year.
At March 31, 2025 and 2024, deferred revenue was $1.9 million and $1.5 million, respectively. These amounts consisted mainly of customer deposits in the amount of $0.7 million and $0.9 million for March 31, 2025 and 2024, respectively, and prepaid multi-year maintenance plans for previously sold products which account for $1.2 million and $0.6 million for March 31, 2025 and 2024, respectively, and pertain to services to be provided through 2035. Revenue recognized during the three months ended March 31, 2025 and 2024 which pertained to revenue deferred in prior years was $48 thousand and $27 thousand respectively.
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):
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SEGMENT REPORTING |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2025 | |||
| Segment Reporting [Abstract] | |||
| 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 provided information. 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. |
RISKS AND UNCERTAINTIES |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2025 | |||
| Risks And Uncertainties | |||
| 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 of its 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. |
SUBSEQUENT EVENTS |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2025 | |||
| Subsequent Events [Abstract] | |||
| SUBSEQUENT EVENTS |
Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements and has determined that no such reportable subsequent events exist through date of filing. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nature of Operations | 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 factories in the U.S. in San Diego, California and Broadview, Illinois and in Europe in Belgrade and Kraljevo, Serbia. 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 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 :
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| Basis of Presentation | 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 months ended March 31, 2025 and 2024, and our financial position as of March 31, 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.
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| Use of Estimates | 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.
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| Recent Accounting Pronouncements | 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.
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| Concentrations | 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 March 31, 2025. As of March 31, 2025, approximately $1.5 million of the Company’s cash deposits were greater than the federally insured limits.
Major Customers
For the three months ended March 31, 2025, one customer accounted for 12% of total revenues and for the three months ended March 31, 2024, two customers accounted for 30% and 18% of total revenues, each with no other single customer accounting for more than 10% of revenues. At March 31, 2025, accounts receivable from one customer accounted for 15% of total accounts receivable and at March 31, 2024, accounts receivable from three customers accounted for 22%, 18% and 14% of total accounts receivable each with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended March 31, 2025 and 2024, the Company’s concentration of sales to federal customers represented 14% and 58% of revenues, respectively and the concentration of sales to state and local governments represented 33% and 26% of revenues, respectively.
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
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| Impairment of Goodwill | 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. The determination of the fair value of the reporting unit requires 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. 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.
The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 is a triggering event which requires us to perform a quantitative goodwill impairment test. We determine the value of goodwill largely based on our stock price. 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, indicated that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $ 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, our historical write-off experience, net of recoveries, and economic conditions. Exposure to losses on 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 March 31, 2025 and December 31, 2024:
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| Fair Value Measurement | 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.
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 March 31, 2025. The Company had Level 3 liabilities as of March 31, 2025. There were no transfers between levels during the reporting period.
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| Significant Accounting Policies | Significant Accounting Policies
During the three months ended March 31, 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.
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| Net Loss Per Share |
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:
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| Segments | 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.
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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of concentration risk |
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| Schedule of accounts receivable |
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| Schedule of contingent consideration |
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| Schedule of anti-dilutive |
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BUSINESS COMBINATIONS (Tables) |
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| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of change in the fair value of the earnout consideration |
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| Schedule of consideration comprised |
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| Schedule of consideration to assets and liabilities |
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| Schedule of pro forma financial information |
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PREPAIDS AND OTHER CURRENT ASSETS (Tables) |
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| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of prepaid expenses and other current assets |
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INVENTORY (Tables) |
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Mar. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of inventory |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of property and equipment |
|
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GOODWILL AND INTANGIBLE ASSETS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of goodwill asset |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of intangible assets |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of major components of accrued expenses |
|
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STOCKHOLDERS’ EQUITY (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of option activity |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of RSU activity |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of restricted stock awards |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of activity of warrants outstanding |
|
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REVENUES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of revenues |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of disaggregates gross revenue |
|
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| Schedule of contract liabilities |
|
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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Concentration risk) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
Dec. 31, 2024 |
|||
| Product Information [Line Items] | |||||
| Total Assets | $ 46,755 | $ 75,653 | $ 61,459 | ||
| Total Liabilities | 20,083 | 28,754 | 20,171 | ||
| Total Revenues | 6,324 | 14,561 | |||
| Total Net Loss | (15,523) | (3,037) | |||
| Total Net Loss | [1] | (15,523) | (3,037) | ||
| Goodwill, Impairment Loss | 10,780 | 0 | $ (0) | ||
| Customer Concentration Risk [Member] | Geographic Concentration Risk [Member] | Geographic Distribution, Foreign [Member] | SERBIA | |||||
| Product Information [Line Items] | |||||
| Total Assets | 19,363 | 24,009 | |||
| Total Liabilities | 11,365 | 9,173 | |||
| Total Revenues | 1,526 | 1,429 | |||
| Total Net Loss | (6,691) | (372) | |||
| Customer Concentration Risk [Member] | Geographic Concentration Risk [Member] | Geographic Distribution, Domestic [Member] | UNITED STATES | |||||
| Product Information [Line Items] | |||||
| Total Assets | 27,392 | 51,644 | |||
| Total Liabilities | 8,718 | 19,581 | |||
| Total Revenues | 4,798 | 13,132 | |||
| Total Net Loss | $ (8,832) | $ (2,665) | |||
| |||||
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Accounts receivable) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Allowance for credit losses, beginning balance | $ 259 | $ 448 |
| Net provision for credit losses | 239 | (72) |
| (Charge-offs)/recoveries, net | 0 | (117) |
| Allowance for credit losses, ending balance | $ 498 | $ 259 |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Contingent consideration) $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
USD ($)
| |
| Fair Value, Inputs, Level 1 [Member] | |
| Platform Operator, Crypto Asset [Line Items] | |
| Financial Liabilities Fair Value Disclosure | $ 0 |
| Financial Liabilities Fair Value Disclosure | 0 |
| Fair Value, Inputs, Level 2 [Member] | |
| Platform Operator, Crypto Asset [Line Items] | |
| Financial Liabilities Fair Value Disclosure | 0 |
| Financial Liabilities Fair Value Disclosure | 0 |
| Fair Value, Inputs, Level 3 [Member] | |
| Platform Operator, Crypto Asset [Line Items] | |
| Financial Liabilities Fair Value Disclosure | 309 |
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Issuances | 0 |
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Period Increase (Decrease) | 0 |
| Financial Liabilities Fair Value Disclosure | $ 309 |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Anti-dilutive shares) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total Shares | 850,904 | 1,163,376 |
| Stock Options [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total Shares | 650,904 | 592,658 |
| Warrant [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total Shares | 200,000 | 570,718 |
LIQUIDITY (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Apr. 11, 2025 |
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Net income (loss) | $ (15,523) | $ (3,037) | |
| Non-cash expenses | 12,500 | 1,100 | |
| Net cash used in operating activities | (1,760) | $ (3,026) | |
| Cash balance | 2,500 | ||
| Working capital | 10,800 | ||
| Accounts receivable | $ 7,100 | ||
| B Riley Capital [Member] | Market Issuance Sales Agreement [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Proceeds from sale of equity | $ 8,000 | ||
BUSINESS COMBINATIONS (Details - Change in the fair value of earnout consideration) - Telcom [Member] $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
USD ($)
| |
| Business Acquisition [Line Items] | |
| Fair value earnout consideration,Beginning balance | $ 259 |
| Change in estimated fair value | 0 |
| Fair value earnout consideration,Ending balance | $ 259 |
BUSINESS COMBINATIONS (Details - Consideration comprised) - Telcom [Member] $ in Thousands |
Aug. 30, 2024
USD ($)
|
|---|---|
| Business Acquisition [Line Items] | |
| Cash | $ 481 |
| Common stock | 387 |
| Earnout consideration | 276 |
| Consideration transferred | $ 1,144 |
BUSINESS COMBINATIONS (Details - Consideration to assets and liabilities) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
Aug. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|---|---|
| Assets Acquired | ||||
| Goodwill | $ 0 | $ 10,580 | $ 10,270 | |
| Telcom [Member] | ||||
| Assets Acquired | ||||
| Cash and cash equivalents | $ 244 | |||
| Accounts Receivable | 224 | |||
| Inventory | 296 | |||
| Prepaid expenses | 2 | |||
| Property, plant and equipment | 30 | |||
| Goodwill | 692 | |||
| Total assets acquired | 1,488 | |||
| Liabilities Assumed | ||||
| Accounts payable | 266 | |||
| Accrued Expenses | 10 | |||
| Other liabilities | 68 | |||
| Total liabilities assumed | 344 | |||
| Net assets acquired | $ 1,144 |
BUSINESS COMBINATIONS (Details - Pro forma financial information) $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
| |
| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
| Revenues | $ 14,749 |
| Net Loss | $ (3,030) |
BUSINESS COMBINATIONS (Details Narrative) $ in Thousands |
3 Months Ended | |||
|---|---|---|---|---|
|
Aug. 30, 2024
USD ($)
shares
|
Aug. 30, 2024
EUR (€)
shares
|
Mar. 31, 2025
USD ($)
|
Mar. 31, 2024
USD ($)
|
|
| Business Acquisition [Line Items] | ||||
| Revenue related acquisitions | $ | $ 6,324 | $ 14,561 | ||
| Telcom [Member] | ||||
| Business Acquisition [Line Items] | ||||
| Cash balance at closing | € 220,298 | |||
| Purchase price | 815,298 | |||
| Cash | € 430,000 | |||
| Issued shares of common stock | shares | 82,506 | 82,506 | ||
| Business combination, working capital description | At closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000. | At closing, Telcom had a positive working capital balance of approximately EUR 500,000 which consisted of (i) a cash balance equal to EUR 220,000, accounts receivables of approximately EUR 115,000, inventory of approximately EUR 275,000 and accounts payable of approximately EUR 110,000. | ||
| Earnout cap amount | € 250,000 | |||
| Net revenue | € 850,000 | |||
| Number of shares issued | shares | 27,836 | 27,836 | ||
| Number of shares issued, value | $ | $ 100 | |||
| Revenue related acquisitions | $ | 200 | |||
| Loss from operation | $ | $ 8 | |||
PREPAIDS AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
| Vendor prepayments | $ 1,979 | $ 1,884 |
| Prepaid insurance | 94 | 135 |
| Other | 77 | 224 |
| Total prepaid expenses and other current assets | $ 2,150 | $ 2,243 |
INVENTORY (Details) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Finished goods | $ 4,597 | $ 4,929 |
| Work in process | 1,063 | 1,147 |
| Raw materials | 6,185 | 6,208 |
| Total inventory | $ 11,845 | $ 12,284 |
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | $ 18,669 | $ 18,014 |
| Less accumulated depreciation | (5,138) | (4,310) |
| Property and Equipment, net | 13,531 | 13,704 |
| Office Equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 227 | 227 |
| Computer Equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 290 | 283 |
| Leasehold Improvements [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 7,868 | 7,528 |
| Autos [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 770 | 769 |
| Machinery and Equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | $ 9,514 | $ 9,207 |
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation expense | $ 0.7 | $ 0.7 |
| Depreciation expense recognized in operating expenses | 0.1 | 0.1 |
| Cost of goods sold | $ 0.6 | $ 0.1 |
GOODWILL AND INTANGIBLE ASSETS (Details - Goodwill) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
Dec. 31, 2024 |
|
| Goodwill and Intangible Assets Disclosure [Abstract] | |||
| Beginning balance | $ 10,580 | $ 10,270 | $ 10,270 |
| Foreign exchange | 200 | (310) | |
| Impairments | (10,780) | $ 0 | 0 |
| Ending balance | $ 0 | $ 10,580 | |
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Goodwill and Intangible Assets Disclosure [Abstract] | ||
| Amortization expense | $ 0.2 | $ 0.2 |
| Amortization expense intangible assets at 2025 | 1.0 | |
| Amortization expense intangible assets at 2026 | 1.0 | |
| Amortization expense intangible assets at 2027 | 1.0 | |
| Amortization expense intangible assets at 2028 | 1.0 | |
| Amortization expense recognized in operating expenses | 0.1 | 0.1 |
| Cost of goods sold | $ 0.2 | $ 0.2 |
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Details - Components of accrued expenses) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Accrued Expenses: | ||
| Accrued vacation | $ 292 | $ 271 |
| Accrued salaries and bonus | 1,442 | 1,498 |
| Vendor accruals | 254 | 75 |
| Accrued warranty | 6 | 6 |
| Other accrued expense | 399 | 612 |
| Total accrued expenses | 2,393 | 2,462 |
| Other Long-Term Liabilities: | ||
| Long-term deferred tax liability | 1,609 | 1,290 |
| Acquired long-term liability | 3,432 | 3,380 |
| Total long-term liabilities | $ 5,041 | $ 4,670 |
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Details Narrative) - USD ($) $ in Thousands |
Mar. 31, 2025 |
Dec. 31, 2024 |
Aug. 30, 2024 |
|---|---|---|---|
| Restructuring Cost and Reserve [Line Items] | |||
| Acquired long-term liability | $ 3,400 | ||
| Accrued expenses | 2,393 | $ 2,462 | |
| Amiga [Member] | |||
| Restructuring Cost and Reserve [Line Items] | |||
| Accrued expenses | $ 500 | ||
| Telcom [Member] | |||
| Restructuring Cost and Reserve [Line Items] | |||
| Accrued expenses | $ 32 | ||
| Non current liabilities | $ 23 |
NOTE PAYABLE (Details Narrative) - USD ($) $ in Thousands |
1 Months Ended | ||
|---|---|---|---|
Apr. 30, 2024 |
Mar. 31, 2024 |
May 31, 2023 |
|
| Two New Trucks [Member] | |||
| Debt periodic payment | $ 4 | ||
| Interest rate | 7.55% | ||
| Loan short-term balance | $ 43 | ||
| Fork Lift [Member] | |||
| Debt periodic payment | $ 1,661 | $ 661 | |
| Interest rate | 7.89% | 6.54% | |
| Loan short-term balance | $ 14 | $ 6 | |
| Monthly payments | monthly | monthly | |
STOCKHOLDERS' EQUITY (Details - Option activity) - Equity Option [Member] |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
$ / shares
shares
| |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Options outstanding, beginning | shares | 663,004 |
| Options outstanding, weighted average exercise price | $ / shares | $ 6.69 |
| Options granted | shares | 0 |
| Options granted, weighted average exercise price | $ / shares | $ 0 |
| Options forfeited | shares | (12,100) |
| Options forfeited, weighted average exercise price | $ / shares | $ 10.03 |
| Options outstanding, ending | shares | 650,904 |
| Options outstanding, weighted average exercise price | $ / shares | $ 6.63 |
STOCKHOLDERS' EQUITY (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
$ / shares
shares
| |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Number of shares unvested, beginning | shares | 35,625 |
| Weighted-average grant-date fair value, beginning balance | $ / shares | $ 13.05 |
| Nonvested shares, granted | shares | 0 |
| Weighted-average grant-date fair value, granted | $ / shares | $ 0 |
| Nonvested shares, vested | shares | (35,625) |
| Weighted-average grant-date fair value, vested | $ / shares | $ 2.59 |
| Nonvested shares, forfeited | shares | 0 |
| Weighted-average grant-date fair value, forfeited | $ / shares | $ 0 |
| Number of shares unvested, ending | shares | 0 |
| Weighted-average grant-date fair value, ending balance | $ / shares | $ 0.00 |
STOCKHOLDERS' EQUITY (Details - Restricted stock award activity) - Restricted Stock [Member] |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
$ / shares
shares
| |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Number of shares unvested, beginning | shares | 0 |
| Weighted-average grant-date fair value, beginning balance | $ / shares | $ 0 |
| Nonvested shares, Granted | shares | 121,359 |
| Weighted-average grant-date fair value, Granted | $ / shares | $ 3.09 |
| Nonvested shares, Vested | shares | (30,340) |
| Weighted-average grant-date fair value, Vested | $ / shares | $ 2.04 |
| Nonvested shares, Forfeited | shares | 0 |
| Weighted-average grant-date fair value, Forfeited | $ / shares | $ 0 |
| Number of shares unvested, ending | shares | 91,019 |
| Weighted-average grant-date fair value, ending balance | $ / shares | $ 3.09 |
STOCKHOLDERS' EQUITY (Details - Warrant activity) - Warrant [Member] |
3 Months Ended |
|---|---|
|
Mar. 31, 2025
$ / shares
shares
| |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Number of Warrants Outstanding, Beginning | shares | 200,000 |
| Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 17.00 |
| Number of Warrants Granted | shares | 0 |
| Weighted Average Exercise Price Granted | $ / shares | $ 0 |
| Number of Warrants Expired | shares | 0 |
| Weighted Average Exercise Price Expired | $ / shares | $ 0 |
| Number of Warrants Exercised | shares | 0 |
| Weighted Average Exercise Price Exercised | $ / shares | $ 0 |
| Number of Warrants Outstanding, Ending | shares | 200,000 |
| Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 17.00 |
REVENUES (Details - Categories of revenues) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Disaggregation of Revenue [Line Items] | ||
| Revenues | $ 6,324 | $ 14,561 |
| Discounts and allowances | (38) | (80) |
| Product [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | 5,970 | 13,570 |
| Maintenance [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | 67 | 27 |
| Professional Services [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | 69 | 65 |
| Shipping and Handling [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | $ 256 | $ 978 |
REVENUES (Details - Disaggregation of revenue) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Revenues | $ 6,324 | $ 14,561 |
| UNITED STATES | ||
| Revenues | 4,798 | 13,132 |
| SERBIA | ||
| Revenues | 764 | 1,081 |
| ROMANIA | ||
| Revenues | 391 | 95 |
| CROATIA | ||
| Revenues | 298 | 94 |
| MONTENEGRO | ||
| Revenues | 73 | 102 |
| BOSNIA AND HERZEGOVINA | ||
| Revenues | $ 0 | $ 57 |
REVENUES (Details - Contract liabilites) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Disaggregation of Revenue [Line Items] | ||
| Additions | $ 229 | $ 258 |
| Contract with customer liability, Ending balance | 1,900 | 1,500 |
| Contract Liabilities [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Contract with customer liability, Beginning balance | 1,647 | 1,230 |
| Additions | 324 | 111 |
| Recognized in revenue | (72) | (250) |
| Contract with customer liability, Ending balance | $ 1,899 | $ 1,091 |
REVENUES (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
Mar. 31, 2024 |
|
| Disaggregation of Revenue [Line Items] | ||
| Contract with customer liability | $ 1,900 | $ 1,500 |
| Deferred revenue | 48 | 27 |
| Product Deposits [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Contract with customer liability | 700 | 900 |
| Maintenance Fees [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Contract with customer liability | $ 1,200 | $ 600 |
| Customer Concentration Risk [Member] | Revenue Benchmark [Member] | International Sales [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Concentration risk percentage | 25.00% | 11.00% |
| Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Federal Customers [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Concentration risk percentage | 14.00% | 58.00% |
| Customer Concentration Risk [Member] | Revenue Benchmark [Member] | State And Local Governments [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Concentration risk percentage | 33.00% | 26.00% |
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