Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38868 | |
Entity Registrant Name | Beam Global | |
Entity Central Index Key | 0001398805 | |
Entity Tax Identification Number | 26-1342810 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5660 Eastgate Dr. | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | (858) | |
Local Phone Number | 799-4583 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,231,041 | |
Common stock, $0.001 par value | ||
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | BEEM | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | BEEMW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 14,758 | $ 1,681 |
Accounts receivable | 14,892 | 4,429 |
Prepaid expenses and other current assets | 2,651 | 1,579 |
Inventory | 13,534 | 12,246 |
Total current assets | 45,835 | 19,935 |
Property and equipment, net | 1,912 | 1,548 |
Operating lease right of use assets | 1,155 | 1,638 |
Goodwill | 4,600 | 4,600 |
Intangible assets, net | 9,269 | 9,947 |
Deposits | 62 | 62 |
Total assets | 62,833 | 37,730 |
Current liabilities | ||
Accounts payable | 7,206 | 2,865 |
Accrued expenses | 3,036 | 1,687 |
Sales tax payable | 92 | 33 |
Deferred revenue, current | 498 | 1,183 |
Note payable, current | 38 | 0 |
Contingent consideration, current | 1 | 6,776 |
Operating lease liabilities, current | 595 | 628 |
Total current liabilities | 11,466 | 13,172 |
Deferred revenue, noncurrent | 348 | 266 |
Note payable, noncurrent | 171 | 0 |
Contingent consideration, noncurrent | 0 | 15 |
Operating lease liabilities, noncurrent | 618 | 1,070 |
Total liabilities | 12,603 | 14,523 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of September 30, 2023 and December 31, 2022. | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 shares authorized, 13,937,366 and 10,178,306 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 14 | 10 |
Additional paid-in-capital | 138,507 | 100,498 |
Accumulated deficit | (88,291) | (77,301) |
Total stockholders' equity | 50,230 | 23,207 |
Total liabilities and stockholders' equity | $ 62,833 | $ 37,730 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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 (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 350,000,000 | 350,000,000 |
Common Stock, shares issued | 13,937,366 | 10,178,306 |
Common Stock, shares outstanding | 13,937,366 | 10,178,306 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 16,486 | $ 6,611 | $ 47,325 | $ 14,099 |
Cost of revenues | 16,203 | 6,950 | 46,536 | 15,069 |
Gross profit (loss) | 283 | (339) | 789 | (970) |
Operating expenses | 4,037 | 6,468 | 11,925 | 10,933 |
Loss from operations | (3,754) | (6,807) | (11,136) | (11,903) |
Other income (expense) | ||||
Interest income | 136 | 18 | 161 | 35 |
Other (expense) income | (7) | 0 | 4 | 0 |
Interest expense | (4) | 0 | (6) | (1) |
Other income | 125 | 18 | 159 | 34 |
Loss before income tax expense | (3,629) | (6,789) | (10,977) | (11,869) |
Income tax expense | 0 | 0 | 13 | 1 |
Net loss | $ (3,629) | $ (6,789) | $ (10,990) | $ (11,870) |
Net loss per share - basic | $ (0.26) | $ (0.67) | $ (0.79) | $ (1.21) |
Net loss per share - diluted | $ (0.26) | $ (0.67) | $ (0.79) | $ (1.21) |
Weighted average shares outstanding - basic | 13,936 | 10,088 | 13,939 | 9,827 |
Weighted average shares outstanding - diluted | 13,936 | 10,088 | 13,939 | 9,827 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 9 | $ 83,588 | $ (57,619) | $ 25,978 |
Beginning balance, shares at Dec. 31, 2021 | 8,972 | |||
Stock issued for director services - vested | 107 | 107 | ||
Stock issued for director services - vested, shares | 5 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | 2 | |||
Stock issued for acquisition | $ 1 | 14,358 | 14,359 | |
Stock issued for acquisition, shares | 1,055 | |||
Employee stock-based compensation expense | 94 | 94 | ||
Warrants exercised for cash | 88 | 88 | ||
Warrants exercised for cash, shares | 14 | |||
Net loss | (2,278) | (2,278) | ||
Ending balance, value at Mar. 31, 2022 | $ 10 | 98,235 | (59,897) | 38,348 |
Ending balance, shares at Mar. 31, 2022 | 10,048 | |||
Beginning balance, value at Dec. 31, 2021 | $ 9 | 83,588 | (57,619) | 25,978 |
Beginning balance, shares at Dec. 31, 2021 | 8,972 | |||
Net loss | (11,870) | |||
Ending balance, value at Sep. 30, 2022 | $ 10 | 99,022 | (69,489) | 29,543 |
Ending balance, shares at Sep. 30, 2022 | 10,096 | |||
Beginning balance, value at Mar. 31, 2022 | $ 10 | 98,235 | (59,897) | 38,348 |
Beginning balance, shares at Mar. 31, 2022 | 10,048 | |||
Stock issued for director services - vested | 104 | 104 | ||
Stock issued for director services - vested, shares | 5 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | (5) | |||
Employee stock-based compensation expense | 98 | 98 | ||
Warrants exercised for cash | 228 | 228 | ||
Warrants exercised for cash, shares | 36 | |||
Net loss | (2,803) | (2,803) | ||
Ending balance, value at Jun. 30, 2022 | $ 10 | 98,665 | (62,700) | 35,975 |
Ending balance, shares at Jun. 30, 2022 | 10,084 | |||
Stock issued for director services - vested | 104 | 104 | ||
Stock issued for director services - vested, shares | 5 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | (5) | |||
Employee stock-based compensation expense | 111 | 111 | ||
Warrants exercised for cash | 2 | 2 | ||
Stock option exercise (cashless) | ||||
Stock option exercise (cashless), shares | 1 | |||
Stock issued for Committed Equity Facility | 140 | 140 | ||
Stock issued for Committed Equity Facility , shares | 11 | |||
Net loss | (6,789) | (6,789) | ||
Ending balance, value at Sep. 30, 2022 | $ 10 | 99,022 | (69,489) | 29,543 |
Ending balance, shares at Sep. 30, 2022 | 10,096 | |||
Beginning balance, value at Dec. 31, 2022 | $ 10 | 100,498 | (77,301) | 23,207 |
Beginning balance, shares at Dec. 31, 2022 | 10,178 | |||
Stock issued for director services - vested | 76 | 76 | ||
Stock issued for director services - vested, shares | 6 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | (6) | |||
Stock-based compensation to consultants | 1,704 | 1,704 | ||
Stock-based compensation to consultants, shares | 6 | |||
Employee stock-based compensation expense | 438 | 438 | ||
Warrants exercised for cash | 100 | 100 | ||
Warrants exercised for cash, shares | 16 | |||
Sale of stock under Committed Equity Facility | 158 | 158 | ||
Stock issued for Committed Equity Facility , shares | 38 | |||
Net loss | (3,831) | (3,831) | ||
Ending balance, value at Mar. 31, 2023 | $ 10 | 102,974 | (81,132) | 21,852 |
Ending balance, shares at Mar. 31, 2023 | 10,238 | |||
Beginning balance, value at Dec. 31, 2022 | $ 10 | 100,498 | (77,301) | 23,207 |
Beginning balance, shares at Dec. 31, 2022 | 10,178 | |||
Net loss | (10,990) | |||
Ending balance, value at Sep. 30, 2023 | $ 14 | 138,507 | (88,291) | 50,230 |
Ending balance, shares at Sep. 30, 2023 | 13,937 | |||
Beginning balance, value at Mar. 31, 2023 | $ 10 | 102,974 | (81,132) | 21,852 |
Beginning balance, shares at Mar. 31, 2023 | 10,238 | |||
Stock issued for director services - vested | 148 | 148 | ||
Stock issued for director services - vested, shares | 12 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | 6 | |||
Settlement of earnout related to acquisition | $ 1 | 7,050 | 7,051 | |
Settlement of earnout related to acquisition, shares | 447 | |||
Employee stock-based compensation expense | 427 | 427 | ||
Proceeds from issuance of common stock, pursuant to public offering | $ 3 | 25,421 | 25,424 | |
Proceeds from issuance of common stock, pursuant to public offering, shares | 3,063 | |||
Warrants exercised for cash | 26 | 26 | ||
Warrants exercised for cash, shares | 4 | |||
Sale of stock under Committed Equity Facility | 1,956 | 1,956 | ||
Stock issued for Committed Equity Facility , shares | 171 | |||
Net loss | (3,530) | (3,530) | ||
Ending balance, value at Jun. 30, 2023 | $ 14 | 138,002 | (84,662) | 53,354 |
Ending balance, shares at Jun. 30, 2023 | 13,941 | |||
Stock issued for director services - vested | 77 | 77 | ||
Stock issued for director services - vested, shares | 6 | |||
Stock issued to (released from) escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | (12) | |||
Employee stock-based compensation expense | 424 | 424 | ||
Warrants exercised for cash | 11 | 11 | ||
Warrants exercised for cash, shares | 2 | |||
Net loss | (3,629) | (3,629) | ||
Expenses to maintain Committed Equity Facility | (7) | (7) | ||
Ending balance, value at Sep. 30, 2023 | $ 14 | $ 138,507 | $ (88,291) | $ 50,230 |
Ending balance, shares at Sep. 30, 2023 | 13,937 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (10,990) | $ (11,870) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,054 | 789 |
Common stock issued for services | 301 | 315 |
Change in fair value of contingent consideration liabilities | 260 | 3,690 |
Employee stock-based compensation | 1,289 | 303 |
Stock Compensation expense for non-employees | 264 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (10,463) | (2,236) |
Prepaid expenses and other current assets | 479 | (1,020) |
Inventory | (1,149) | (8,304) |
Increase (decrease) in: | ||
Accounts payable | 4,341 | 2,255 |
Accrued expenses | 1,390 | 194 |
Sales tax payable | 59 | 5 |
Deferred revenue | (603) | 155 |
Net cash used in operating activities | (13,768) | (15,724) |
Investing Activities: | ||
Working capital payment for acquisition | 0 | (811) |
Purchase of property and equipment | (787) | (755) |
Funding of patent costs | (94) | (79) |
Net cash used in investing activities | (881) | (1,645) |
Financing Activities: | ||
Proceeds from sale of common stock under committed equity facility, net of offering costs | 2,107 | 0 |
Proceeds from warrant exercises | 137 | 318 |
Borrowings (repayments) of note payable | 209 | |
Payments of equity offering costs | (151) | (218) |
Proceeds from issuance of common stock and warrants, pursuant to public offering | 25,424 | 0 |
Net cash provided by financing activities | 27,726 | 100 |
Net increase (decrease) in cash | 13,077 | (17,269) |
Cash at beginning of period | 1,681 | 21,949 |
Cash at end of period | 14,758 | 4,680 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 6 | 1 |
Cash paid for taxes | 13 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Fair value of common stock issued as consideration for business combination | 7,051 | 14,359 |
Purchase of property and equipment by incurring debt | 209 | 0 |
Purchase of property and equipment by incurring current liabilities | 0 | 9 |
Depreciation cost capitalized into inventory | 140 | 126 |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 192 |
Warrants issued for services to non-employee | 1,609 | 140 |
Shares issued for services to non-employee | $ 95 | $ 0 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a sustainable technology innovation company based in San Diego, California. We develop, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, and disaster preparedness. We also produce proprietary energy storage battery products. Our Electric Vehicle (EV) charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable EV charging and energy securityservices in locations where it is either too expensive, too 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 enable such companies by providing 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 utilities. Our products provide utilities with another tool 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. We also provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient and our thermal and battery management systems (BMS) and associated packaging make batteries safe and usable in a variety of mobility, energy-security, and stationary applications. On October 20, 2023, Beam completed an acquisition of Amiga DOO Kraljevo (“Amiga”). Amiga is a business located in Serbia and engaged in the manufacture and distribution of steel structures with electronic integration, such as streetlights, cell towers, and ski lift towers. Our charging infrastructure 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, low total cost of ownership, robust and reliable product. Basis of Presentation The interim unaudited condensed 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 and nine months ended September 30, 2023 and 2022, and our financial position as of September 30, 2023, 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 financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The December 31, 2022 balance sheet is derived from those statements. Use of Estimates The preparation of financial statements in conformity with GAAP 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 doubtful accounts receivable, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses 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 that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2023. As of September 30, 2023, approximately $ 15.2 million On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. At the time, the Company maintained all of its cash deposits with SVB. All deposits and substantially all of the assets of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. On March 27, 2023, First-Citizens Bank & Trust Company entered into an agreement with the FDIC to purchase substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of SVBB. The Company has full access to all of its deposited funds with SVBB and we have also established deposit accounts at Bank of America. Major Customers The Company continually assesses the financial strength of its customers. We are not aware of any material credit risks associated with our customers. 81 19 28 24 43 23 10 24 15 14 30 15 11 84 59 Significant Accounting Policies During the nine months ended September 30, 2023, 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, 2022, except for the adoption of ASC Topic 326 effective January 1, 2023 with no material effect on the financial statements. 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 shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 363,598 618,395 279,658 469,305 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. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity | |
LIQUIDITY | 2. LIQUIDITY The Company had net losses of $ 11.0 million 3.0 million 11.9 million 5.2 million 14.8 million 34.4 million 25 In 2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B. Riley Principal Capital II, LLC (“B. Riley”) under which the Company has the right, but not the obligation, to sell up to $30.0 million worth of shares, but in any event, no more than 2.0 million shares of its common stock over a period of 24 months in its sole discretion (see note 11 for further information). The Company issued 198,033 The Company’s outstanding warrants generated $ 0.1 million 0.3 million 418,395 618,395 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 customers. Furthermore, we could pursue other equity or debt financings. The Company believes that it will become profitable in the next few years as our revenues continue to grow, we improve our gross margins and we leverage our overhead costs, but we expect to continue to incur losses for a period of time. There is no guarantee that profitable operations will be achieved, the warrants will be exercised 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. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
INVENTORY | 3. BUSINESS COMBINATION All Cell Technologies, LLC On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions. This acquisition has increased and diversified our Company’s revenue, intellectual property portfolio and customer base, and improved our gross profitability and manufacturing capabilities. The Company purchased substantially all of the assets and business of All Cell for 1,055,000 0.9 million In addition, All Cell is eligible to earn an additional number of shares of our common stock if the acquired energy storage business meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration was: (i) two times the amount of energy storage products revenue and contracted backlog that is greater than $7.5 million for 2022, and is (ii) two times the amount of energy storage products 2023 revenue which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Any revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of our common stock that we will issue to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. Revenue from energy storage products used in Beam Global products will not be considered as contributing to revenue in the Earnout calculation. The Company issued 446,815 7.05 million The valuation of the Earnout Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues of All Cell, volatility, discount rates, share price 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 Earnout Consideration is reassessed on a quarterly basis with the change recorded to operating expenses. Change in the fair value of the Earnout Consideration during the year ended December 31, 2022 and the nine months ended September 30, 2023 is as follows (in thousands): Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 5,540 Balance as of December 31, 2022 $ 6,791 Issue earnout shares for 2022 (7,051 ) Change in estimated fair value 261 Balance as of September 30, 2023 $ 1 Amiga DOO Kralievo On October 20, 2023, Beam acquired Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated October 6, 2023 (the “Purchase Agreement”) by and among Beam and the owners of Amiga (the “Sellers”). Amiga, located in Serbia, is engaged in the manufacture and distribution of steel structures with integrated electronics, such as streetlights, cell towers, and ski lift towers. Pursuant to the terms of the Purchase Agreement, Beam acquired all the equity stock of Amiga from the Sellers in exchange for cash and common stock. With respect to the cash portion of the purchase price, Beam paid to the Sellers EUR 4,550,000 2,450,000 293,675 158,132 The Sellers are eligible to earn additional shares of our common stock if such Seller is providing services to Beam and Amiga meets certain revenue milestones for fiscal years 2024 and 2025 (the “Earnout Consideration”). The Earnout Consideration that Sellers are eligible to receive for 2024 is equal to two times the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than EUR 13,500,000 for 2024. The Earnout Consideration that Sellers are eligible to receive for 2025 is equal to (i) two times the amount of Amiga Net Revenue for 2025 that exceeds the greater of (i) EUR 18,225,000 or (ii) 135% of the Amiga Net Revenue for 2024. The 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 measurement period. In no event and under no circumstances will the Sellers receive from Beam or will Beam issue to the Sellers an amount of our common stock that exceeds 19.99% of the total outstanding common stock of Beam immediately prior to the closing. We expect the acquisition of Amiga to assist in introducing our products to Europe, increasing and diversifying our revenues, enhancing our manufacturing and engineering capabilities, accelerating the development of EV Standard™ and other products both in Europe and the US, adding new customer segments in both Europe and the US, increasing barriers to entry for future competition, and advancing Beam’s position as a leader in the green economy. 4. INVENTORY Inventory consists of the following (in thousands): Schedule of inventory September 30, December 31, 2023 2022 Finished goods $ 1,736 $ 2,814 Work in process 1,486 1,771 Raw materials 10,312 7,661 Total inventory $ 13,534 $ 12,246 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment September 30, December 31, 2023 2022 Office furniture and equipment $ 225 $ 186 Computer equipment and software 147 118 Leasehold improvements 222 180 Autos 595 337 Machinery and equipment 1,955 1,556 Total property and equipment 3,144 2,377 Less accumulated depreciation (1,232 ) (829 ) Property and Equipment, net $ 1,912 $ 1,548 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS The intangible assets consist of the following (in thousands): Schedule of intangible assets December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (612 ) $ 7,462 11 Trade name 1,756 (146 ) 1,610 10 Customer relationships 444 (49 ) 395 13 Backlog 185 (154 ) 31 1 Patents 491 (42 ) 449 20 Intangible assets $ 10,950 $ (1,003 ) $ 9,947 September 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (1,162 ) $ 6,912 11 Trade name 1,756 (278 ) 1,478 10 Customer relationships 444 (97 ) 347 13 Backlog 185 (185 ) – 1 Patents 584 (52 ) 532 20 Intangible assets $ 11,043 $ (1,774 ) $ 9,269 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Schedule of accrued expenses September 30, December 31, 2023 2022 Accrued vacation $ 230 $ 190 Accrued salaries and bonus 1,354 1,220 Vendor accruals 1,043 85 Accrued warranty 25 160 Other accrued expense 384 32 Total accrued expenses $ 3,036 $ 1,687 |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | 8. 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 $ 4,452 7.55 38,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2023, 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES There was no Federal income tax expense for the nine months ended September 30, 2023 or 2022 due to the Company’s net losses. Income tax expense represents minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established to offset all deferred tax assets as of September 30, 2023 and no benefit has been provided for the year-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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Committed Equity Facility On September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $30.0 million, but in any event, a maximum of 2.0 million shares of the Company’s common stock at 97% of the volume weighted average price (“VWAP”) of the Company’s common stock on the trading day, calculated in accordance with the Purchase Agreement, over a period of 24 months subject to certain limitations and conditions contained in the Purchase Agreement. Sales and timing of any sales are solely at the election of the Company, and the Company is under no obligation to sell any common stock to B. Riley under the Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of the Company’s common stock the Company issued B. Riley 10,484 The Company incurred an aggregate cost of approximately $0.5 million in connection with the Purchase Agreement, including the fair value of the shares of common stock issued to B. Riley, which were recorded as equity on the Balance Sheet and offset proceeds from the sale of the Company’s common stock under the Purchase Agreement. During the nine months ended September 30, 2023, the Company issued 198,033 0.5 million Stock Issued For Services During the nine months ended September 30, 2023, the Company issued 6,444 0.1 million Stock Options Option activity for the nine months ended September 30, 2023 is as follows: Schedule of option activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2022 336,758 12.54 Granted 46,000 12.07 Exercised – – Forfeited (19,160 ) 19.21 Outstanding at September 30, 2023 363,598 $ 12.13 6.60 The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the nine months ended September 30, 2023 and 2022: Schedule of options granted Nine months ended September 30, 2023 Expected volatility 90.2 94.5 Expected term 6.5 7 Risk-free interest rate 3.55 4.47 Weighted-average FV $9.71 The Company’s stock option compensation expense was $ 0.1 million 0.4 million 0.1 million 0.3 million 1.0 million 4.0 0.2 million 0.2 million 278,182 85,416 Restricted Stock Units In November 2022, the Company granted 142,500 st There was no activity during the nine months ended September 30, 2023. 142,500 71,250 13.05 Stock compensation expense related to the RSUs and PSUs was $ 0.9 million 1.7 million 1.4 Restricted Stock Awards The Company issues restricted stock to the members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The Company also previously issued restricted stock awards to its CEO, for which generally 50% of the shares granted vest ratably over four quarters and the remaining 50% vest ratably over twelve 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 nine months ended September 30, 2023 is as follows: Schedule of restricted stock awards Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2022 17,865 $ 14.11 Granted 18,375 11.40 Vested (23,765 ) 13.12 Forfeited (5,400 ) 11.40 Nonvested at September 30, 2023 7,075 $ 13.84 Stock compensation expense related to restricted stock awards was $ 0.3 million During the quarter ended September 30, 2023, 5,400 0.1 million 1.25 Warrants During the nine months ended September 30, 2023, the Company issued warrants to purchase up to 200,000 1.6 million 0.1 A summary of activity of warrants outstanding for the nine months ended September 30, 2023 is as follows: Schedule of warrants outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 440,204 9.73 Granted 200,000 17.00 Exercised (21,809 ) 6.30 Outstanding at September 30, 2023 618,395 $ 9.76 Exercisable at September 30, 2023 618,395 $ 9.76 Exercisable warrants as of September 30, 2023 have a weighted average remaining contractual life of 1.83 0.5 million |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 12. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of revenues Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Product sales $ 15,781 $ 6,268 $ 45,696 $ 13,022 Maintenance fees 23 17 57 37 Professional services 35 60 95 491 Shipping and handling 742 288 1,762 584 Discounts and allowances (95 ) (22 ) (285 ) (35 ) Total revenues $ 16,486 $ 6,611 $ 47,325 $ 14,099 During the nine months ended September 30, 2023 and 2022, 14 36 10 11 At September 30, 2023 and December 31, 2022, deferred revenue was $ 0.8 million 1.4 million 0.4 million 1.1 million 0.5 million 0.3 million |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a sustainable technology innovation company based in San Diego, California. We develop, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, and disaster preparedness. We also produce proprietary energy storage battery products. Our Electric Vehicle (EV) charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable EV charging and energy securityservices in locations where it is either too expensive, too 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 enable such companies by providing 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 utilities. Our products provide utilities with another tool 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. We also provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient and our thermal and battery management systems (BMS) and associated packaging make batteries safe and usable in a variety of mobility, energy-security, and stationary applications. On October 20, 2023, Beam completed an acquisition of Amiga DOO Kraljevo (“Amiga”). Amiga is a business located in Serbia and engaged in the manufacture and distribution of steel structures with electronic integration, such as streetlights, cell towers, and ski lift towers. Our charging infrastructure 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, low total cost of ownership, robust and reliable product. |
Basis of Presentation | Basis of Presentation The interim unaudited condensed 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 and nine months ended September 30, 2023 and 2022, and our financial position as of September 30, 2023, 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 financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The December 31, 2022 balance sheet is derived from those statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP 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 doubtful accounts receivable, 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 Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
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 that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2023. As of September 30, 2023, approximately $ 15.2 million On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. At the time, the Company maintained all of its cash deposits with SVB. All deposits and substantially all of the assets of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. On March 27, 2023, First-Citizens Bank & Trust Company entered into an agreement with the FDIC to purchase substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of SVBB. The Company has full access to all of its deposited funds with SVBB and we have also established deposit accounts at Bank of America. Major Customers The Company continually assesses the financial strength of its customers. We are not aware of any material credit risks associated with our customers. 81 19 28 24 43 23 10 24 15 14 30 15 11 84 59 |
Significant Accounting Policies | Significant Accounting Policies During the nine months ended September 30, 2023, 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, 2022, except for the adoption of ASC Topic 326 effective January 1, 2023 with no material effect on the financial statements. |
Net Loss Per Share | 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 shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 363,598 618,395 279,658 469,305 |
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. |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of fair value earnout | Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 5,540 Balance as of December 31, 2022 $ 6,791 Issue earnout shares for 2022 (7,051 ) Change in estimated fair value 261 Balance as of September 30, 2023 $ 1 |
Schedule of inventory | Schedule of inventory September 30, December 31, 2023 2022 Finished goods $ 1,736 $ 2,814 Work in process 1,486 1,771 Raw materials 10,312 7,661 Total inventory $ 13,534 $ 12,246 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, December 31, 2023 2022 Office furniture and equipment $ 225 $ 186 Computer equipment and software 147 118 Leasehold improvements 222 180 Autos 595 337 Machinery and equipment 1,955 1,556 Total property and equipment 3,144 2,377 Less accumulated depreciation (1,232 ) (829 ) Property and Equipment, net $ 1,912 $ 1,548 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (612 ) $ 7,462 11 Trade name 1,756 (146 ) 1,610 10 Customer relationships 444 (49 ) 395 13 Backlog 185 (154 ) 31 1 Patents 491 (42 ) 449 20 Intangible assets $ 10,950 $ (1,003 ) $ 9,947 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses September 30, December 31, 2023 2022 Accrued vacation $ 230 $ 190 Accrued salaries and bonus 1,354 1,220 Vendor accruals 1,043 85 Accrued warranty 25 160 Other accrued expense 384 32 Total accrued expenses $ 3,036 $ 1,687 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2022 336,758 12.54 Granted 46,000 12.07 Exercised – – Forfeited (19,160 ) 19.21 Outstanding at September 30, 2023 363,598 $ 12.13 6.60 |
Schedule of options granted | Schedule of options granted Nine months ended September 30, 2023 Expected volatility 90.2 94.5 Expected term 6.5 7 Risk-free interest rate 3.55 4.47 Weighted-average FV $9.71 |
Schedule of restricted stock awards | Schedule of restricted stock awards Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2022 17,865 $ 14.11 Granted 18,375 11.40 Vested (23,765 ) 13.12 Forfeited (5,400 ) 11.40 Nonvested at September 30, 2023 7,075 $ 13.84 |
Schedule of warrants outstanding | Schedule of warrants outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 440,204 9.73 Granted 200,000 17.00 Exercised (21,809 ) 6.30 Outstanding at September 30, 2023 618,395 $ 9.76 Exercisable at September 30, 2023 618,395 $ 9.76 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues | Schedule of revenues Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Product sales $ 15,781 $ 6,268 $ 45,696 $ 13,022 Maintenance fees 23 17 57 37 Professional services 35 60 95 491 Shipping and handling 742 288 1,762 584 Discounts and allowances (95 ) (22 ) (285 ) (35 ) Total revenues $ 16,486 $ 6,611 $ 47,325 $ 14,099 |
NATURE OF OPERATIONS, BASIS O_3
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Uninsured cash | $ 15,200,000 | $ 15,200,000 | ||
Options [Member] | ||||
Product Information [Line Items] | ||||
Antidilutive shares | 363,598 | 279,658 | ||
Warrants | ||||
Product Information [Line Items] | ||||
Antidilutive shares | 618,395 | 469,305 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Federal State And Local Government [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 81% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Commercial Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 19% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 28% | 43% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 24% | 23% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 3 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 10% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | State And Local Government [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 84% | 59% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 24% | 30% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 15% | 15% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, Percentage | 14% | 11% |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net losses | $ 11,000,000 | $ 11,900,000 | |
Non-cash expenses | 3,000,000 | 5,200,000 | |
Cash balance | 14,800,000 | ||
Working capital | 34,400,000 | ||
Received net proceeds | $ 25,000 | ||
Proceeds from Issuance of Warrants | $ 25,424,000 | 0 | |
Warrants outstanding | 618,395 | ||
Nasdaq Up Listing [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrants outstanding | 418,395 | ||
Warrants | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from Issuance of Warrants | $ 100,000 | $ 300,000 | |
B Riley Capital [Member] | Common Stock Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares issued | 198,033,000 |
BUSINESS COMBINATION (Details -
BUSINESS COMBINATION (Details - Fair value earnout) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Fair value of earnout consideration, beginning | $ 6,791,000 | $ 0 |
Acquisition of All Cell | 1,251,000 | |
Change in estimated fair value | 261,000 | 5,540,000 |
Issue earnout shares for 2022 | (7,051) | |
Fair value of earnout consideration, ending | $ 1,000 | $ 6,791,000 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Finished goods | $ 1,736 | $ 2,814 |
Work in process | 1,486 | 1,771 |
Raw materials | 10,312 | 7,661 |
Total inventory | $ 13,534 | $ 12,246 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 20, 2023 EUR (€) shares | Mar. 04, 2022 USD ($) shares | Dec. 31, 2023 EUR (€) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ | $ 0 | $ 811,000 | ||||
Stock issued for earnout, value | $ | $ 25,424,000 | |||||
All Cell Technologies [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued for acquisition, shares | shares | 1,055,000 | |||||
Payments to Acquire Businesses, Gross | $ | $ 900,000 | |||||
All Cell Technologies [Member] | Earnout Consideration [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued for earnout, shares issued | shares | 446,815 | |||||
Stock issued for earnout, value | $ | $ 7,050,000 | |||||
Amiga [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued for acquisition, shares | shares | 293,675 | |||||
Payments to Acquire Businesses, Gross | € | € 4,550,000 | |||||
Payment for acquisition, to be paid | € | € 2,450,000 | |||||
Stock to be issued for acquisition, shares | shares | 158,132 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 3,144 | $ 2,377 |
Less accumulated depreciation | (1,232) | (829) |
Property, Plant and Equipment, Net | 1,912 | 1,548 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 225 | 186 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 147 | 118 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 222 | 180 |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 595 | 337 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,955 | $ 1,556 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 11,043 | $ 10,950 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,774) | (1,003) |
Finite-Lived Intangible Assets, Net | 9,269 | 9,947 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 8,074 | 8,074 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,162) | (612) |
Finite-Lived Intangible Assets, Net | $ 6,912 | $ 7,462 |
Finite-Lived Intangible Asset, Useful Life | 11 years | 11 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,756 | $ 1,756 |
Finite-Lived Intangible Assets, Accumulated Amortization | (278) | (146) |
Finite-Lived Intangible Assets, Net | $ 1,478 | $ 1,610 |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 444 | $ 444 |
Finite-Lived Intangible Assets, Accumulated Amortization | (97) | (49) |
Finite-Lived Intangible Assets, Net | $ 347 | $ 395 |
Finite-Lived Intangible Asset, Useful Life | 13 years | 13 years |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 185 | $ 185 |
Finite-Lived Intangible Assets, Accumulated Amortization | (185) | (154) |
Finite-Lived Intangible Assets, Net | $ 0 | $ 31 |
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 584 | $ 491 |
Finite-Lived Intangible Assets, Accumulated Amortization | (52) | (42) |
Finite-Lived Intangible Assets, Net | $ 532 | $ 449 |
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 230 | $ 190 |
Accrued salaries and bonus | 1,354 | 1,220 |
Vendor accruals | 1,043 | 85 |
Accrued warranty | 25 | 160 |
Other accrued expense | 384 | 32 |
Total accrued expenses | $ 3,036 | $ 1,687 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 1 Months Ended |
May 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Monthly payments | $ 4,452 |
Bears interest rate | 7.55% |
Loan short-term blance | $ 38,000 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Schedule of option activity) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning | shares | 336,758 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 12.54 |
Number of Options Granted | shares | 46,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 12.07 |
Number of Options Exercised | shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | $ 0 |
Number of Options Forfeited | shares | (19,160) |
Weighted Average Exercise Price Forfeited | $ / shares | $ 19.21 |
Number of Options Outstanding, Ending | shares | 363,598 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 12.13 |
Weighted Average Remaining Contractual Life | 6 years 7 months 6 days |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Assumptions for options granted) - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Weighted-average FV | $ 9.71 |
Minimum [Member] | |
Expected volatility | 90.20% |
Expected remaining term | 6 years 6 months |
Risk-free interest rate | 3.55% |
Maximum [Member] | |
Expected volatility | 94.50% |
Expected remaining term | 7 years |
Risk-free interest rate | 4.47% |
STOCKHOLDERS' EQUITY (Details_3
STOCKHOLDERS' EQUITY (Details - schedule of restricted stock award activity) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of Nonvested Shares Outstanding, Beginning | shares | 17,865 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 14.11 |
Number of Nonvested Shares Granted | shares | 18,375 |
Weighted Average Exercise Price Granted | $ / shares | $ 11.40 |
Number of Nonvested Shares Vested | shares | (23,765) |
Weighted Average Exercise Price Vested | $ / shares | $ 13.12 |
Number of Nonvested Shares Forfeited | shares | (5,400) |
Weighted Average Exercise Price forfeited | $ / shares | $ 11.40 |
Number of Nonvested Shares Outstanding, Ending | shares | 7,075 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 13.84 |
STOCKHOLDERS' EQUITY (Details_4
STOCKHOLDERS' EQUITY (Details - Warrant activity) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | 440,204 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 9.73 |
Number of Warrants Granted | shares | 200,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 17 |
Number of Warrants Exercised | shares | (21,809) |
Weighted Average Exercise Price Exercised | $ / shares | $ 6.30 |
Number of Warrants Outstanding, Ending | shares | 618,395 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 9.76 |
Number of Warrants Exercisable | shares | 618,395 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 9.76 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2023 | Nov. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||||||||
Number of shares issued, value | $ 140,000 | |||||||
Unrecognized compensation costs | $ 1,000,000 | |||||||
Number of stock options vested | 278,182 | |||||||
Number of stock options unvested | 7,075 | 7,075 | 17,865 | |||||
Restricted stock units granted | 18,375 | |||||||
Weighted average grant date fair values | $ 11.40 | |||||||
Unrecognized restricted stock grant expense | $ 100,000 | $ 100,000 | ||||||
Shares forfeited | 5,400 | |||||||
Unrecognized restricted stock grant expense | 1 year 3 months | |||||||
Equity Option [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Stock compensation expense | 100,000 | $ 100,000 | $ 400,000 | $ 300,000 | ||||
Unrecognized stock compensation expense remaining recognized | 4 years | |||||||
Intrinsic value of options outstanding | 200,000 | $ 200,000 | ||||||
Intrinsic value of options exercised outstanding | $ 200,000 | $ 200,000 | ||||||
Number of stock options unvested | 85,416 | 85,416 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Unrecognized stock compensation expense remaining recognized | 1 year 4 months 24 days | |||||||
Stock units outstanding | 71,250 | |||||||
Weighted average grant date fair values | $ 13.05 | |||||||
Unrecognized restricted stock grant expense | $ 1,700,000 | $ 1,700,000 | ||||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Restricted stock units granted | 142,500 | |||||||
Performance Stock Units [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Stock units outstanding | 142,500 | |||||||
Weighted average grant date fair values | $ 13.05 | |||||||
R S Us And P S Us [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Stock compensation expense | $ 900,000 | |||||||
Restricted Stock [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Stock compensation expense | $ 300,000 | $ 300,000 | ||||||
Warrant [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Weighted average remaining contractual life | 1 year 9 months 29 days | |||||||
Intrinsic value exercisable shares warrants | $ 500,000 | $ 500,000 | ||||||
B Riley Purchase Agreement [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Number of shares issued, shares | 10,484 | 10,484 | 198,033 | |||||
Proceeds from issuance of costs | $ 500,000 | |||||||
Marketing Services [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Number of shares issued, shares | 6,444 | |||||||
Number of shares issued, value | $ 100,000 | |||||||
Investor Relations Services [Member] | Consultant [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Warrants issued, shares | 200,000 | |||||||
Fair value of warrants issued | 1,600,000 | |||||||
Warrant expense | $ 100 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 16,486 | $ 6,611 | $ 47,325 | $ 14,099 |
Discounts and allowances | (95) | (22) | (285) | (35) |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15,781 | 6,268 | 45,696 | 13,022 |
Maintenance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23 | 17 | 57 | 37 |
Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 60 | 95 | 491 |
Shipping and Handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 742 | $ 288 | $ 1,762 | $ 584 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | $ 800,000 | $ 1,400,000 | |
Product Deposits [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | 400,000 | 1,100,000 | |
Maintenance Fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | $ 500,000 | $ 300,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 10% | 11% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 14% | 36% |