Exhibit 99.2
Beam Global
Unaudited Pro Forma Combined Financial Statements
On March 4, 2022, Beam Global (“Beam”) completed its previously announced acquisition of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions and technologies.
The accompanying unaudited pro forma combined statements of financial position as at December 31, 2021, and the unaudited pro forma combined statements of operations for the year ended December 31, 2021 (the “Unaudited Pro Forma Statements”), have been prepared in accordance with general accepted accounting principles in the United States of America (U.S. GAAP) and Regulation S-X. Accounting policies used in the preparation of the Unaudited Pro Forma Statements are consistent with those disclosed in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2021 (the “Annual Financial Statements”).
The note disclosure requirements of annual consolidated financial statements provide additional disclosures to that required for pro forma condensed consolidated financial statements. The Unaudited Pro Forma Statements have been prepared from the Annual Financial Statements and should be read in conjunction with the Annual Financial Statements.
The accompanying unaudited pro forma combined statements of financial position at December 31, 2021, has been prepared to give effect to the acquisition as if it had occurred on December 31, 2021. The unaudited pro forma combined statements of operations for the year ended December 31, 2021 has been prepared to give effect to the acquisition as if it had occurred on January 1, 2021.
The pro forma adjustments are based on the best information available and assumptions that the Company believes are factually supportable and reasonable; however, such adjustments are subject to change. The unaudited pro forma combined financial information is for illustrative and informational purposes only and is not intended to reflect what the Company’s consolidated statements of operations would have been had the acquisition occurred on the dates indicated and is not necessarily indicative of the Company’s future consolidated statements of operations.
BEAM GLOBAL
UNAUDITED PRO FORMA COMBINED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2021
(In thousands)
| | | Historical | | | | | | | | Pro Forma | |
| | | Beam Global | | | All Cell | | | Adjustments | | | | | Combined | |
| | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | |
| Current assets | | | | | | | | | | | | | | | | | | |
| Cash | | $ | 21,949 | | | $ | 178 | | | $ | (989 | ) | | (a), (b) | | $ | 21,138 | |
| Accounts receivable | | | 3,827 | | | | 648 | | | | (648 | ) | | (a) | | | 3,827 | |
| Prepaid expenses and other current assets | | | 180 | | | | 591 | | | | – | | | | | | 771 | |
| Inventory, net | | | 1,611 | | | | 1,856 | | | | – | | | | | | 3,467 | |
| Total current assets | | | 27,567 | | | | 3,273 | | | | (1,637 | ) | | | | | 29,203 | |
| | | | | | | | | | | | | | | | | | | |
| Property and equipment, net | | | 650 | | | | 363 | | | | | | | | | | 1,013 | |
| Operating lease right of use asset | | | 2,030 | | | | – | | | | 212 | | | (d) | | | 2,242 | |
| Goodwill | | | – | | | | – | | | | 5,813 | | | (c) | | | 5,813 | |
| Intangible assets, net | | | 359 | | | | – | | | | 14,928 | | | (c) | | | 15,287 | |
| Deposits | | | 52 | | | | – | | | | – | | | | | | 52 | |
| Total assets | | $ | 30,658 | | | $ | 3,636 | | | $ | 19,316 | | | | | $ | 53,610 | |
| | | | | | | | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | | | | | | | | | | | |
| Current liabilities | | | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 1,567 | | | $ | 448 | | | $ | (369 | ) | | (a), (e) | | $ | 1,646 | |
| Accrued expenses | | | 727 | | | | 252 | | | | (252 | ) | | (a) | | | 727 | |
| Sales tax payable | | | 57 | | | | – | | | | – | | | | | | 57 | |
| Deferred revenue | | | 136 | | | | 2,004 | | | | – | | | | | | 2,140 | |
| Operating lease liabilities, current | | | 468 | | | | – | | | | 122 | | | (d) | | | 590 | |
| Contingent consideration liabilities, current | | | – | | | | – | | | | 6,272 | | | (b) | | | 6,272 | |
| Long-term debt, current | | | – | | | | 175 | | | | (175 | ) | | (a) | | | – | |
| Total current liabilities | | | 2,955 | | | | 2,879 | | | | 5,598 | | | | | | 11,432 | |
| | | | | | | | | | | | | | | | | | | |
| Deferred revenue, noncurrent | | | 118 | | | | – | | | | – | | | | | | 118 | |
| Operating lease liabilities, noncurrent | | | 1,607 | | | | – | | | | 90 | | | (d) | | | 1,697 | |
| Contingent consideration liabilities, noncurrent | | | – | | | | – | | | | 105 | | | (b) | | | 105 | |
| Long-term debt, noncurrent | | | – | | | | 218 | | | | (218 | ) | | (a) | | | – | |
| Total liabilities | | | 4,680 | | | | 3,097 | | | | 5,575 | | | | | | 13,352 | |
| | | | | | | | | | | | | | | | | | | |
| Commitments and contingencies (Note 9) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Stockholders' equity | | | | | | | | | | | | | | | | | | |
| Preferred stock / units | | | – | | | | 11,194 | | | | (11,194 | ) | | (a) | | | – | |
| Common stock / units | | | 9 | | | | 4,242 | | | | (4,241 | ) | | (a), (b) | | | 10 | |
| Additional paid-in-capital | | | 83,588 | | | | – | | | | 14,358 | | | (b) | | | 97,946 | |
| Accumulated deficit | | | (57,619 | ) | | | (14,897 | ) | | | 14,818 | | | (a), (e) | | | (57,698 | ) |
| | | | | | | | | | | | | | | | | | | |
| Total stockholders' equity | | | 25,978 | | | | 539 | | | | 13,741 | | | | | | 40,258 | |
| | | | | | | | | | | | | | | | | | | |
| Total liabilities and stockholders' equity | | $ | 30,658 | | | $ | 3,636 | | | $ | 19,316 | | | | | $ | 53,610 | |
BEAM GLOBAL
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021
(In thousands, except per share information)
| | | Historical | | | | | | | | Pro Forma | |
| | | Beam Global | | | All Cell | | | Adjustments | | | | | Combined | |
| | | | | | | | | | | | | | | |
| Revenues | | $ | 9,002 | | | $ | 5,397 | | | $ | – | | | | | $ | 14,399 | |
| | | | | | | | | | | | | | | | | | | |
| Cost of revenues | | | 9,974 | | | | 5,302 | | | | 1,568 | | | (c) | | | 16,844 | |
| | | | | | | | | | | | | | | | | | | |
| Gross loss | | | (972 | ) | | | 95 | | | | (1,568 | ) | | | | | (2,445 | ) |
| | | | | | | | | | | | | | | | | | | |
| Operating expenses | | | 5,627 | | | | 2,681 | | | | 246 | | | (c) | | | 8,554 | |
| | | | | | | | | | | | | | | | | | | |
| Loss from operations | | | (6,599 | ) | | | (2,586 | ) | | | (1,814 | ) | | | | | (10,999 | ) |
| | | | | | | | | | | | | | | | | | | |
| Other income (expense) | | | | | | | | | | | | | | | | | | |
| Interest income | | | 5 | | | | – | | | | – | | | | | | 5 | |
| Debt forgiveness income (PPP loan) | | | – | | | | 313 | | | | (313 | ) | | (a) | | | – | |
| Loss due to theft | | | – | | | | (243 | ) | | | – | | | | | | (243 | ) |
| Interest expense | | | (1 | ) | | | (419 | ) | | | – | | | | | | (420 | ) |
| Total other income (expense), net | | | 4 | | | | (349 | ) | | | (313 | ) | | | | | (658 | ) |
| | | | | | | | | | | | | | | | | | | |
| Loss before income tax expense | | | (6,595 | ) | | | (2,935 | ) | | | (2,127 | ) | | | | | (11,657 | ) |
| | | | | | | | | | | | | | | | | | | |
| Income tax expense | | | 1 | | | | – | | | | – | | | (f) | | | 1 | |
| | | | | | | | | | | | | | | | | | | |
| Net loss | | $ | (6,596 | ) | | $ | (2,935 | ) | | $ | (2,127 | ) | | | | $ | (11,658 | ) |
| | | | | | | | | | | | | | | | | | | |
| Net loss per share - basic and diluted | | $ | (0.74 | ) | | $ | – | | | $ | – | | | | | $ | (1.17 | ) |
| | | | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding - basic and diluted | | | 8,882 | | | | – | | | | 1,055 | | | (b) | | | 9,937 | |
BEAM GLOBAL
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Unaudited)
The pro forma adjustments are based on the best information available and assumptions that the Company believes are factually supportable and reasonable; however, such adjustments are subject to change. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what the Company’s consolidated statements of operations would have been had the acquisition occurred on the dates indicated and is not necessarily indicative of the Company’s future consolidated statements of operations.
The Unaudited Pro Forma Statements have been derived from, and should be read in conjunction with, the Company’s audited consolidated financial statements for the year ended December 31, 2021, and All Cell’s audited financial statements for the year ended December 31, 2021.
The Unaudited Pro Forma Statements do not reflect any operating synergies, related cost savings or revenue enhancements that may be derived, or costs to integrate the operations.
| 2. | | PRELIMINARY PURCHASE PRICE ALLOCATION |
The Unaudited Pro Forma Statements have been prepared in accordance with Accounting Standards Codification 805, Business Combination, whereby the excess of the aggregate consideration over the fair value of the identifiable net assets is allocated to goodwill and intangible assets. The pro forma adjustments are based on estimates of the fair values of assets acquired and liabilities assumed and information available as of the date of this report. The allocation of the purchase price, therefore, the fair values assigned to intangible assets and goodwill, among other items, are subject to change as additional information is received. Such allocation will be finalized as soon as practicable, but not later than one year from the acquisition date.
The preliminary fair value of consideration transferred consisted of the following (in thousands):
| Common Stock | | $ | 14,359 | |
| Working Capital Cash Payment | | | 811 | |
| Earnout Consideration | | | 6,377 | |
| Total consideration transferred | | $ | 21,547 | |
Common stock is valued based on the number of shares issued of 1,055,000 and the closing price of such shares on the date of the acquisition of $13.61. All Cell is eligible to earn an additional number of shares of Beam Common Stock if it meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of All-Cell revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of All-Cell 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of Beam Common Stock that the Company will issue to seller for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. The value of the Earnout Consideration is estimated using a two-factor Monte Carlo simulation, which includes management estimates and assumptions.
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands):
| Inventory | | $ | 1,856 | |
| Prepaid expenses | | | 591 | |
| Deposits | | | – | |
| Property, plant and equipment | | | 363 | |
| Goodwill | | | 5,813 | |
| Intangible assets | | | 14,928 | |
| Total assets acquired | | | 23,551 | |
| | | | | |
| Customer deposits | | | (2,004 | ) |
| Total liabilities assumed | | | (2,004 | ) |
| | | | | |
| Total assets and liabilities assumed | | $ | 21,547 | |
| a.) | To reflect the exclusion of certain assets and liabilities as well as related impacts arising from the exclusion of long-term debt in accordance with the terms of the Asset Purchase Agreement (in thousands). |
| Balance Sheet | | | | |
| Cash | | $ | (178 | ) |
| Accounts receivable | | | (648 | ) |
| Accounts payable | | | (448 | ) |
| Accrued expenses | | | (252 | ) |
| Long-term debt, current | | | (175 | ) |
| Long-term debt, noncurrent | | | (218 | ) |
| Preferred stock | | | (11,194 | ) |
| Common stock | | | (4,242 | ) |
| Accumulated deficit | | | 14,897 | |
| Pro forma adjustment | | $ | (2,458 | ) |
| Statement of Operations | | | | |
| Debt forgiveness income (PPP Loan) | | | (313 | ) |
| b.) | To reflect consideration transferred ($ in thousands). |
| Cash transferred | | $ | 811 | |
| Contingent consideration, current | | | 6,272 | |
| Contingent consideration, noncurrent | | | 105 | |
| Common stock | | | 1 | |
| Additional paid-in-capital | | | 14,358 | |
| Pro forma adjustment | | $ | 21,547 | |
| | | | | |
| Common stock issued (in shares) | | | 1,055 | |
| c.) | To reflect the estimated fair value of the intangible assets and goodwill from the acquisition (in thousands). These allocations are based on preliminary estimates and the final allocation may differ materially as changes to the initial valuation of the purchase price or net assets acquired will be allocated as an offset to goodwill. |
| | | Amount | | | Useful life (yrs) | |
| Developed technology | | $ | 12,400 | | | | 9 | |
| Trade name | | | 1,935 | | | | 9 | |
| Customer relationships | | | 403 | | | | 13 | |
| Backlog | | | 190 | | | | 1 | |
| Total identifiable intangible assets | | | 14,928 | | | | | |
| Goodwill | | | 5,813 | | | | | |
| Pro forma adjustment | | $ | 20,741 | | | | | |
| | | | | | | | | |
| Amortization of intangible assets | | | | | | | | |
| | | | | | | | | |
| Cost of goods sold | | $ | 1,568 | | | | | |
| Operating expenses | | | 246 | | | | | |
| Pro forma adjustment | | $ | 1,814 | | | | | |
| d.) | Application of Accounting Standards Codification Topic 842 to All Cell’s lease assumed by Beam Global. Right-of-use assets and liabilities are measured at the present value of the remaining lease payments, as if the acquired leases were new leases of the acquiror at the acquisition date (in thousands). |
| Right-of-use asset | | $ | 212 | |
| Operating lease liability, current | | | 122 | |
| Operating lease liability, noncurrent | | | 90 | |
| Pro forma adjustment | | $ | 424 | |
| e.) | To reflect transaction costs incurred (in thousands). |
| | f.) | No tax impact is included for pro forma adjustments to loss before income tax due to the net losses incurred by the Company. |
