Cover
Cover - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 09, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 Public Float | $ 141,965,547 | |||
Entity Common Stock, Shares Outstanding | 14,438,270 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 688 | 49 | ||
Auditor Name | Marcum LLP | RSM US LLP | ||
Auditor Location | New York | Los Angeles, California | ||
Common stock, $0.001 par value [Member] | ||||
Title of 12(b) Security | Common stock, $0.001 par value | |||
Trading Symbol | BEEM | |||
Security Exchange Name | NASDAQ | |||
Warrants [Member] | ||||
Title of 12(b) Security | Warrants | |||
Trading Symbol | BEEMW | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 10,393 | $ 1,681 |
Accounts receivable, net of allowance for credit losses of $447 and $0 | 15,943 | 4,429 |
Prepaid expenses and other current assets | 2,453 | 1,579 |
Inventory | 11,933 | 12,246 |
Total current assets | 40,722 | 19,935 |
Property and equipment, net | 16,513 | 1,548 |
Operating lease right of use assets | 1,026 | 1,638 |
Goodwill | 10,270 | 4,600 |
Intangible assets, net | 9,050 | 9,947 |
Deposits | 62 | 62 |
Total assets | 77,643 | 37,730 |
Current liabilities | ||
Accounts payable | 9,732 | 2,865 |
Accrued expenses | 2,737 | 1,687 |
Sales tax payable | 209 | 33 |
Deferred revenue, current | 828 | 1,183 |
Note payable, current | 40 | 0 |
Deferred consideration, current | 2,713 | 0 |
Contingent consideration, current | 0 | 6,776 |
Operating lease liabilities, current | 615 | 628 |
Total current liabilities | 16,874 | 13,172 |
Deferred revenue, noncurrent | 402 | 266 |
Note payable, noncurrent | 160 | 0 |
Contingent consideration, noncurrent | 4,725 | 15 |
Other liabilities, noncurrent | 3,787 | 0 |
Deferred tax liabilities, noncurrent | 1,698 | 0 |
Operating lease liabilities, noncurrent | 455 | 1,070 |
Total liabilities | 28,101 | 14,523 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of December 31, 2023 and December 31, 2022. | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 shares authorized, 14,398,243 and 10,178,306 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. | 14 | 10 |
Accumulated Other Comprehensive Income (AOCI) | 624 | 0 |
Additional paid-in-capital | 142,265 | 100,498 |
Accumulated deficit | (93,361) | (77,301) |
Total stockholders' equity | 49,542 | 23,207 |
Total liabilities and stockholders' equity | $ 77,643 | $ 37,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 447 | $ 0 |
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 | 14,398,243 | 10,178,306 |
Common Stock, shares outstanding | 14,398,243 | 10,178,306 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 67,353 | $ 21,995 |
Cost of revenues | 66,149 | 23,662 |
Gross profit (loss) | 1,204 | (1,667) |
Operating expenses | 17,465 | 18,049 |
Loss from operations | (16,261) | (19,716) |
Other income (expense) | ||
Interest income | 261 | 37 |
Other (expense) income | (36) | 0 |
Interest expense | (12) | (1) |
Other income | 213 | 36 |
Loss before income tax expense | (16,048) | (19,680) |
Income tax expense | 12 | 2 |
Net loss | (16,060) | (19,682) |
Net foreign currency translation adjustments | 624 | 0 |
Total Comprehensive Loss | $ (15,436) | $ (19,682) |
Net loss per share - basic | $ (1.30) | $ (1.99) |
Net loss per share - diluted | $ (1.30) | $ (1.99) |
Weighted average shares outstanding - basic | 12,345 | 9,909 |
Weighted average shares outstanding - diluted | 12,345 | 9,909 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [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 | 410 | 410 | |||
Stock issued for director services - vested, shares | 22 | ||||
Stock issued to escrow account - unvested | |||||
Stock issued to escrow account - unvested, shares | 4 | ||||
Stock issued for acquisition | $ 1 | 14,358 | 14,359 | ||
Stock issued for acquisition, shares | 1,055 | ||||
Employee stock-based compensation expense | 2,000 | 2,000 | |||
Warrants exercised for cash | 501 | 501 | |||
Warrants exercised for cash, shares | 79 | ||||
Stock option exercise and restricted stock unit vestings (cashless) | (499) | (499) | |||
Stock option exercise and restricted stock unit vestings (cashless), shares | 34 | ||||
Stock issued for Committed Equity Facility | 140 | 140 | |||
Stock issued for Committed Equity Facility, shares | 11 | ||||
Sale of stock under Committed Equity Facility | |||||
Sale of stock under Committed Equity Facility, shares | 1 | ||||
Net loss | (19,682) | (19,682) | |||
Ending balance, value at Dec. 31, 2022 | $ 10 | 100,498 | (77,301) | 23,207 | |
Ending balance, shares at Dec. 31, 2022 | 10,178 | ||||
Stock issued for director services - vested | 382 | 382 | |||
Stock issued for director services - vested, shares | 31 | ||||
Stock issued to (released from) escrow account - unvested | |||||
Stock issued to (released from) escrow account - unvested, shares | (17) | ||||
Stock-based compensation to consultants | 1,704 | 1,704 | |||
Stock-based compensation to consultants, 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 | 1,950 | 1,950 | |||
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 | 185 | 185 | |||
Warrants exercised for cash, shares | 29 | ||||
Accumulated Other Comprehensive Income (AOCI) | 624 | 624 | |||
Stock issued for acquisition and expenses | 2,968 | 2,968 | |||
Stock issued for acquisition and expenses, shares | 452 | ||||
Expenses to maintain Committed Equity Facility | 2,107 | 2,107 | |||
Expenses to maintain Committed Equity Facility, shares | 209 | ||||
Net loss | (16,060) | (16,060) | |||
Ending balance, value at Dec. 31, 2023 | $ 14 | $ 142,265 | $ (93,361) | $ 624 | $ 49,542 |
Ending balance, shares at Dec. 31, 2023 | 14,398 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net loss | $ (16,060) | $ (19,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,862 | 1,119 |
Provision on credit losses | (548) | 0 |
Common stock issued for services | 0 | 410 |
Change in fair value of contingent consideration liabilities | 259 | 5,540 |
Stock-based compensation | 2,675 | 2,000 |
Stock Compensation expense for non-employees | 0 | 27 |
(Increase) decrease in: | ||
Accounts receivable | (9,452) | (602) |
Prepaid expenses and other current assets | 918 | (846) |
Operating lease right of use asset | 612 | 0 |
Inventory | 2,584 | (8,244) |
Increase (decrease) in: | ||
Accounts payable | 4,829 | 1,293 |
Accrued expenses | 1,023 | 919 |
Operating lease liability | (628) | 0 |
Sales tax payable | 175 | (24) |
Deferred revenue | (1,230) | (24) |
Deferred tax liabilities | (326) | |
Net cash used in operating activities | (13,307) | (18,114) |
Investing Activities: | ||
Acquisition, net of cash acquired | (4,651) | 0 |
Working capital payment for acquisition | 0 | (811) |
Purchase of property and equipment | (937) | (872) |
Funding of patent costs | (120) | (129) |
Net cash used in investing activities | (5,708) | (1,812) |
Financing Activities: | ||
Proceeds from sale of common stock under committed equity facility, net of offering costs | 2,107 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | (499) |
Proceeds from warrant exercises | 185 | 501 |
Payments of equity offering costs | 0 | (344) |
Proceeds from issuance of common stock, pursuant to public offering | 25,425 | 0 |
Net cash provided by (used in) financing activities | 27,717 | (342) |
Effect of exchange rate changes | 10 | 0 |
Net increase (decrease) in cash | 8,712 | (20,268) |
Cash at beginning of period | 1,681 | 21,949 |
Cash at end of period | 10,393 | 1,681 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 12 | 0 |
Cash paid for taxes | 12 | 1 |
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 current liabilities | 0 | 5 |
Depreciation cost capitalized into inventory | 245 | |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 192 |
Issuance of stock for Committed Equity Line | 0 | 140 |
Warrants issued for services to non-employee | 1,609 | 0 |
Shares issued for services to non-employee | $ 95 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (16,060) | $ (19,682) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
CORPORATE ORGANIZATION, NATURE
CORPORATE ORGANIZATION, NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE ORGANIZATION, NATURE OF OPERATIONS | 1. CORPORATE ORGANIZATION, NATURE OF OPERATIONS CORPORATE ORGANIZATION Beam Global (formerly Envision Solar International, Inc.) was incorporated in June 2006 as a limited liability company (“LLC”). Through a series of transactions and mergers, including a series of 2010 transactions where the then existing entity was acquired by an inactive publicly held company in a transaction treated as a recapitalization of the Company, the resulting entity became Envision Solar International, Inc., a Nevada Corporation. On September 15, 2020, Envision Solar International, Inc. announced its rebranding and changed its corporate name to Beam Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading on Nasdaq: BEEM and BEEMW. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. On October 20, 2023, the Company completed an acquisition of Amiga DOO Kraljevo (“Amiga”), a company engaged in the manufacture and distribution of steel structures with electronic integration located in Kraljevo, Serbia. Refer to note 4, Business Combination for additional details. NATURE OF OPERATIONS Beam is a clean technology innovator based in San Diego, California; Broadview, Illinois and Kraljevo, Serbia. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s products enable vital and highly valuable energy production in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. Beam’s energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid. Beam’s products and proprietary technology solutions target four markets that are experiencing significant growth with annual global spending in the billions of dollars: · electric vehicle (EV) charging infrastructure; · energy storage solutions; · energy security and disaster preparedness; and · outdoor media advertising. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 credit losses (CECL), 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. 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 institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through December 31, 2023. As of December 31, 2023, approximately $ 10.9 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. All deposits and substantially all the asset of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. The Company has full access to all of its deposited funds with SVBB and has opened accounts with Bank of America as well for its operations. Major Customers The Company continually assesses the financial strength of its customers. For the year ended December 31, 2023, three customer accounted for 37 16 10 11 11 10 10 10 30 15 11 80 62 CASH For the purposes of the statements of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of Amiga is the Serbian Dinar. The Company translates the assets and liabilities of Amiga at the exchange rates in effect on the balance sheet date. The Company translates the revenue, costs, and expenses of Amiga at the average rate of exchange rates in effect during the period. The Company includes translation gains and losses in the stockholders’ equity section of the Company’s consolidated balance sheet in accumulated other comprehensive income or loss. Transactions undertaken in other currencies are translated using the exchange rate in effect as of the transaction date and any exchange gains and losses resulting from these transactions are included in the consolidated statements of operations. The translation gain for the period was $ 0.6 FAIR VALUE MEASUREMENTS The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments such as accounts receivable, net, accounts payable, and accrued expenses are carried at historical cost basis. At December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ACCOUNTS RECEIVABLE In 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. This update did not have a significant impact on the Company’s consolidated financial statements. 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. The allowance for expected credit losses was $ 0.4 1.0 0.5 no INVENTORY Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no events triggering a review for impairment during the year ended December 31, 2023. LEASES At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. BUSINESS COMBINATION The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Assets acquired, including identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. FINITE-LIVED INTANGIBLE ASSETS Administrative costs for patents are accumulated on the balance sheet as a patent asset until such time as a patent is issued. The costs of these intangible assets are classified as a long-term asset and amortized on a straight-line basis over the legal life of such asset, which is typically 20 GOODWILL Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. There were no such triggering events during the year ended December 31, 2023 and the annual testing was performed in the fourth quarter with no impairment identified. REVENUE RECOGNITION Revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30 to 45-day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30 to45-day period. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded as revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. The Company generally provides a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. The Company accrues for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2023, the Company recorded a $ 0.1 0.1 0.2 0.1 COST OF REVENUES The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling costs as cost of revenues. RESEARCH AND DEVELOPMENT Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $ 2.3 1.2 ADVERTISING The Company conducts advertising for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $ 0.3 0.2 STOCK-BASED COMPENSATION Compensation expense related to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line attribution method and expense for performance based stock grants is amortized over the service period. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred, as a reversal of share-based compensation expense related to awards that will not vest. The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting tied to specific company goals, such as gross margin and revenue targets (PSUs). For the purpose of measuring compensation expense of PSUs, the number of shares expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. INCOME TAXES The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. The Company has received no notice of audit from the IRS for any of the open tax years. 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 for the years ended December 31, 2023 and 2022 because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. Schedule of anti-dilutive December 31, 2023 2022 Stock Options 481,858 336,758 Warrants 610,745 440,204 Restricted Stock Units 213,750 213,750 Total Shares 1,306,353 990,712 COMMITMENTS AND CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. 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. Our financial results are reported in one operating and reportable business segment. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses 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”) In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity | |
LIQUIDITY | 3. LIQUIDITY The Company has a history of net losses, including the accompanying financial statements for the years ended December 31, 2023 and 2022 where the Company had net losses of $ 16.1 4.3 19.7 9.1 9.5 million At December 31, 2023, the Company had a cash balance of $ 10.4 23.8 25.4 198,033 2.5 0.2 0.5 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | 4. BUSINESS COMBINATION Amiga DOO Kraljevo On October 20, 2023, the Company acquired Amiga DOO Kraljevo (“Amiga”), pursuant to a Share Sale and Purchase Agreement dated October 6, 2023 (the “Purchase Agreement”) by and among the Company and the owners of Amiga (the “Sellers”). Pursuant to the terms of the Purchase Agreement, the Company 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, the Company paid to the Sellers 4.6 4.9 2.5 2.7 293,675 158,132 The Sellers are eligible to earn additional shares of the Company’s common stock if Amiga meets certain revenue milestones for the years ended December 31, 2024 and 2025 (the “Earnout Consideration”). The Earnout Consideration that Sellers are eligible to receive is equal to two times the amount of revenue of Amiga (“Amiga Net Revenue”) that is greater than specific revenue targets for each of the years ended December 31, 2024 and 2025. The Earnout Consideration will be paid in the Company’s stock for each annual target period and 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 the Company or will the Company issue to the Sellers an amount of the Company’s common stock that exceeds 19.99% of the total outstanding common stock of the Company immediately prior to the closing. An estimate of the fair value of the contingent consideration has been recorded in the opening balance sheet. Additionally n February 16, 2024, the Company and the Sellers entered into an amendment to the Purchase Agreement (the “Amendment”) to remove the requirement that the Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration. 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. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations The valuation of the 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 Amiga, 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 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 year ended December 31, 2023 is as follows (in thousands): Schedule of change in the fair value of earnout consideration - Amiga Balance as of December 31, 2022 $ – Acquisition of Amiga 4,725 Balance as of December 31, 2023 $ 4,725 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. The Company incurred $ 0.2 Consideration is comprised of the following (in thousands): Schedule of consideration comprised Cash $ 4,874 Common Stock 1,847 Deferred Cash Consideration - Tranche 2 2,713 Deferred Equity Consideration - Tranche 2 1,121 Earnout Consideration 4,725 Total consideration $ 15,280 The following table shows the allocation of consideration to assets and liabilities at fair value (in thousands): Schedule of consideration to assets and liabilities Assets Acquired Cash and cash equivalents $ 222 Accounts receivable 1,454 Inventory 2,181 Prepaid expenses 414 Property, plant and equipment 14,282 Goodwill 5,445 Total assets acquired $ 23,998 Liabilities Assumed Accounts payable $ 1,948 Accrued expenses 219 Deferred revenue 971 Deferred tax liabilities 1,631 Other liabilities 3,949 Total liabilities assumed $ 8,718 Net assets acquired $ 15,280 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 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 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 year ended December 31, 2023 is as follows (in thousands): Schedule of change in the fair value of earnout consideration 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 260 Balance as of December 31, 2023 $ – The fair value of consideration transferred consisted of the following (in thousands): Schedule of consideration for acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 The following table summarizes the fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Right-of-use asset 192 Intangible assets, including goodwill 15,059 Total assets acquired 17,832 Customer deposits (1,219 ) Lease liability (192 ) Total liabilities assumed (1,411 ) Total assets and liabilities assumed $ 16,421 The Company incurred $ 0.1 Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected to be achieved by the combined company and expanded market opportunities. The goodwill is expected to be fully deductible for tax purposes. The fair values assigned to identifiable intangible assets and goodwill acquired are as follows ($ in thousands): Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 The fair values of the developed technology, trade name, customer relationships and backlog were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits in the form of cash flows to be derived from ownership of the asset. The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, competitive, and other factors that may limit the useful life. The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives except for customer deposits which uses accelerated depreciation. Pro Forma Unaudited Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Amiga and All Cell had they occurred on January 1, 2022. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transactions been consummated as of that time nor does in purport to be indicative of future financial operating results. The pro forma unaudited financial information includes a conservative estimate of sell-through of the Company’s legacy products, as well as updated depreciation related to the fair value adjustments from the acquisitions. Pro forma net revenues for the years ended December 31, 2023 and 2022 are $ 75.3 32.3 16.8 22 The consolidated statement of operations includes revenue of $ 11.9 5.8 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of other current assets December 31, December 31, 2023 2022 Vendor prepayments $ 2,253 $ 1,049 Deferred equity offering costs 11 344 Prepaid insurance 42 106 Related party receivable 116 38 Other 31 42 Total prepaid expenses and other current $ 2,453 $ 1,579 Related party receivables as of December 31, 2023 and 2022 consisted primarily of payroll related taxes due for stock-based compensation. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 6. 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 December 31, 2023 and 2022, inventory consists of the following (in thousands): Schedule of inventory December 31, December 31, 2023 2022 Finished goods $ 1,953 $ 2,814 Work in process 2,006 1,771 Raw materials 7,974 7,661 Total inventory $ 11,933 $ 12,246 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment December 31, December 31, 2023 2022 Office furniture and equipment $ 227 $ 186 Computer equipment and software 248 118 Land, buildings and leasehold improvements 7,935 180 Autos 616 337 Machinery and equipment 9,200 1,556 Total property and equipment 18,226 2,377 Less accumulated depreciation (1,713 ) (829 ) Property and Equipment, net $ 16,513 $ 1,548 Depreciation expense for 2023 and 2022 was $ 0.9 0.4 0.2 0.2 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS Intangible assets, net as of December 31, 2023 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 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (1,346 ) $ 6,728 11 Trade name 1,756 (322 ) 1,434 10 Customer relationships 444 (110 ) 334 13 Backlog 185 (185 ) – 1 Patents 611 (57 ) 554 20 Intangible assets $ 11,070 $ (2,020 ) $ 9,050 Amortization expense for each of the years ended December 31, 2023 and 2022 was $ 1 1 |
ACCRUED EXPENSES AND LONG-TERM
ACCRUED EXPENSES AND LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND LONG-TERM LIABILITIES | 9. ACCRUED EXPENSES AND LONG-TERM LIABILITIES The major components of accrued expenses and long-term liabilities are summarized as follows (in thousands): Schedule of accrued expenses December 31, December 31, 2023 2022 Accrued Expenses: Accrued vacation $ 246 $ 190 Accrued salaries and bonus 1,086 1,220 Vendor accruals 50 85 Accrued warranty 27 – Other accrued expense 1,328 192 Total accrued expenses $ 2,737 $ 1,687 Other Long-Term Liabilities: Long-term deferred tax liability $ 1,698 $ – Acquired long-term liability 3,787 – Total long-term liabilities $ 5,485 $ – Acquired long-term liability of $ 3.8 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. 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 December 31, 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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 11. LEASES On September 1, 2020, the Company entered into a five-year operating lease with two one-year options to extend the term of the lease. At this time, it is not reasonably certain that the Company will extend the term of the lease and, therefore, the renewal periods have been excluded from the right-of-use (“ROU”) asset. As part of the All Cell acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 10 3.3 During the twelve months ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities was $ 0.8 0.6 0.8 0.8 As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The future minimum rental commitments for our operating leases is as follows (in thousands): Schedule of minimum lease payments 2024 $ 1,029 2025 820 2026 364 2027 377 2028 390 Total undiscounted future minimum payments 2,980 Less imputed interest (489 ) Total lease liability $ 2,491 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 12. STOCKHOLDERS’ EQUITY Stock Issued for Public Offering In June 2023, the Company sold 3,062,500 9.00 25.4 Stock Issued for Acquisition The Company issued 1,055,000 446,815 The Company issued 451,807 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 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 $0.4 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 year ended December 31, 2023, the Company issued 198,033 2.5 0.5 Stock Issued For Services In March 2023, the Company issued 6,444 0.1 15.518 14.72 0.1 Awards Under Stock Incentive Plans On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 630,000 2.7 Stock Options Stock options are granted to new and existing employees. New employee option grants generally have a term of ten years and vest ratably over four years. Existing employee option grants generally have a term of ten years and vest immediately upon grant. 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 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. We used the assumptions in the table below and we assumed there would not be dividends granted for the options granted in fiscal 2023 and 2022: Schedule of assumptions for options granted Year ended December 31, 2023 2022 Expected volatility 90.25 94.51 94.94 97.41 Expected term 5 - 7 Years 5 - 7 Years Risk-free interest rate 3.55 4.47 1.55 3.86 Weighted-average FV $5.93 $13.02 Option activity for the years ended December 31, 2023 and 2022 is as follows: Schedule of option activity Weighted Weighted Average Average Intrinsic Number of Exercise Remaining Value Options Price Contractual Life (in thousands) Outstanding at December 31, 2021 263,433 $ 11.56 Granted 78,400 16.72 Exercised (1,750 ) 6.67 Forfeited (3,325 ) 36.25 Outstanding at December 31, 2022 336,758 12.54 Granted 169,800 7.54 Forfeited (24,700 ) 19.70 Outstanding at December 31, 2023 481,858 $ 10.41 7.25 $ 350 Exercisable at December 31, 2023 151,310 $ 5.55 7.18 $ 233 The Company’s stock option compensation expense was $ 0.7 0.9 1.3 4 335,745 146,113 Restricted Stock Units In November 2022, the Company granted 285,000 st A summary of activity of the RSUs for the year ended December 31, 2023, is as follows: Schedule of restricted stock units PSU RSU Weighted- Nonvested Nonvested Average Grant- Shares Shares Date Fair Value Nonvested at December 31, 2021 – – $ – Granted 142,500 142,500 13.05 Vested – (71,250 ) 13.05 Nonvested at December 31, 2022 142,500 71,250 13.05 Granted – – – Vested – – – Nonvested at December 31, 2023 142,500 71,250 $ 13.05 Stock compensation expense related to restricted stock units was $ 1.2 1.4 1.2 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. Through 2022, the Company also issued restricted stock 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 vest. 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 years ended December 31, 2023 and 2022 is as follows: Schedule of restricted stock awards Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2021 13,669 $ 20.45 Granted 26,136 14.68 Vested (21,940 ) 18.75 Nonvested at December 31, 2022 17,865 14.11 Granted 19,795 10.98 Vested (31,022 ) 12.29 Forfeited (5,400 ) 11.68 Nonvested at December 31, 2023 1,238 $ 20.17 Stock compensation expense related to restricted stock awards was $ 0.4 0.4 As of December 31, 2023, there were unreleased shares of common stock representing $20 thousand of unrecognized restricted stock grant expense which will be recognized over 1.25 Warrants During the year ended December 31, 2023, the Company issued warrants to purchase up to 200,000 1.6 0.2 A summary of activity of warrants outstanding for the years ended December 31, 2023 and 2022 is as follows: Schedule of warrant outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 519,658 $ 6.30 Exercised (79,454 ) 6.30 Outstanding at December 31, 2022 440,204 6.30 Granted 200,000 17.00 Exercised (29,459 ) 6.30 Outstanding at December 31, 2023 610,745 $ 9.80 Exercisable at December 31, 2023 610,745 $ 9.80 Exercisable warrants as of December 31, 2023 have a weighted average remaining contractual life of 1.60 0.3 During the year ended December 31, 2023, 29,459 0.2 79,454 0.5 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 13. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of revenues Twelve Months Ended December 31, 2023 2022 Product sales $ 65,152 $ 20,347 Maintenance fees 83 53 Professional services 146 527 Shipping and handling 2,308 1,137 Discounts and allowances (337 ) (69 ) Total revenues $ 67,353 $ 21,995 During the year ended December 31, 2023 and 2022, 80 62 15 9 At December 31, 2023 and 2022, deferred revenue was $ 1.2 1.4 0.7 1.0 0.5 0.3 0.4 0.1 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES There was no Federal income tax expense for the years ended December 31, 2023 and 2022 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. The pretax loss by country is shown below (in thousands): Schedule of pretax loss Year Ended December 31, 2023 2022 United States $ (15,682 ) $ (19,680 ) International $ (366 ) $ – The blended Federal and State tax rate of 27.77 Schedule of income tax reconciliation Year Ended December 31, 2023 2022 Computed “expected” tax expense (benefit) $ (3,370 ) $ (4,136 ) State taxes, net of federal benefit (933 ) (1,383 ) Non-deductible stock options 14 (3 ) Non-deductible items 48 154 Foreign tax rate differential 22 – True-up to tax return 70 9 Change in deferred tax asset valuation allowance 4,161 5,361 Total $ 12 $ 2 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows (in thousands): Schedule of deferred tax assets and liabilities Year Ended December 31, 2023 2022 Deferred tax assets: Stock options $ 1,115 $ 701 Deferred Revenue 147 118 Capitalized R&D 286 234 Change in FV of contingent consideration – 1,579 Patents/Intangible Assets 1,598 113 Lease Liability 297 – Other 287 278 Net operating loss carryforward 19,035 15,372 Total gross deferred tax assets 22,765 18,395 Less: Deferred tax asset valuation allowance (22,500 ) (18,339 ) Total net deferred tax assets 265 56 Deferred tax liabilities: ROU Asset (283 ) – Depreciation (1,680 ) (56 ) Total deferred tax liabilities (1,963 ) (56 ) Total net deferred taxes $ (1,698 ) $ – As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. The valuation allowance at December 31, 2023 was $ 22.5 million 4.2 At December 31, 2023, the Company has a Federal net operating loss carry forward of $ 68.1 25.1 70.8 0.4 43 No liability related to uncertain tax positions is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2023. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 credit losses (CECL), 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. |
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 institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through December 31, 2023. As of December 31, 2023, approximately $ 10.9 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. All deposits and substantially all the asset of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. The Company has full access to all of its deposited funds with SVBB and has opened accounts with Bank of America as well for its operations. Major Customers The Company continually assesses the financial strength of its customers. For the year ended December 31, 2023, three customer accounted for 37 16 10 11 11 10 10 10 30 15 11 80 62 |
CASH | CASH For the purposes of the statements of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of Amiga is the Serbian Dinar. The Company translates the assets and liabilities of Amiga at the exchange rates in effect on the balance sheet date. The Company translates the revenue, costs, and expenses of Amiga at the average rate of exchange rates in effect during the period. The Company includes translation gains and losses in the stockholders’ equity section of the Company’s consolidated balance sheet in accumulated other comprehensive income or loss. Transactions undertaken in other currencies are translated using the exchange rate in effect as of the transaction date and any exchange gains and losses resulting from these transactions are included in the consolidated statements of operations. The translation gain for the period was $ 0.6 |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments such as accounts receivable, net, accounts payable, and accrued expenses are carried at historical cost basis. At December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE In 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. This update did not have a significant impact on the Company’s consolidated financial statements. 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. The allowance for expected credit losses was $ 0.4 1.0 0.5 no |
INVENTORY | INVENTORY Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. |
PROPERTY, EQUIPMENT AND DEPRECIATION | PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no events triggering a review for impairment during the year ended December 31, 2023. |
LEASES | LEASES At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. |
BUSINESS COMBINATION | BUSINESS COMBINATION The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Assets acquired, including identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. |
FINITE-LIVED INTANGIBLE ASSETS | FINITE-LIVED INTANGIBLE ASSETS Administrative costs for patents are accumulated on the balance sheet as a patent asset until such time as a patent is issued. The costs of these intangible assets are classified as a long-term asset and amortized on a straight-line basis over the legal life of such asset, which is typically 20 |
GOODWILL | GOODWILL Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. There were no such triggering events during the year ended December 31, 2023 and the annual testing was performed in the fourth quarter with no impairment identified. |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30 to 45-day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30 to45-day period. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded as revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. The Company generally provides a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. The Company accrues for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2023, the Company recorded a $ 0.1 0.1 0.2 0.1 |
COST OF REVENUES | COST OF REVENUES The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling costs as cost of revenues. |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $ 2.3 1.2 |
ADVERTISING | ADVERTISING The Company conducts advertising for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $ 0.3 0.2 |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Compensation expense related to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line attribution method and expense for performance based stock grants is amortized over the service period. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred, as a reversal of share-based compensation expense related to awards that will not vest. The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting tied to specific company goals, such as gross margin and revenue targets (PSUs). For the purpose of measuring compensation expense of PSUs, the number of shares expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. The Company has received no notice of audit from the IRS for any of the open tax years. |
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 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 for the years ended December 31, 2023 and 2022 because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. Schedule of anti-dilutive December 31, 2023 2022 Stock Options 481,858 336,758 Warrants 610,745 440,204 Restricted Stock Units 213,750 213,750 Total Shares 1,306,353 990,712 |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. |
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. Our financial results are reported in one operating and reportable business segment. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses 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”) In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive | Schedule of anti-dilutive December 31, 2023 2022 Stock Options 481,858 336,758 Warrants 610,745 440,204 Restricted Stock Units 213,750 213,750 Total Shares 1,306,353 990,712 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Amiga [Member] | |
Business Acquisition [Line Items] | |
Schedule of change in the fair value of earnout consideration - Amiga | Schedule of change in the fair value of earnout consideration - Amiga Balance as of December 31, 2022 $ – Acquisition of Amiga 4,725 Balance as of December 31, 2023 $ 4,725 |
Schedule of consideration for acquisitions | Schedule of consideration comprised Cash $ 4,874 Common Stock 1,847 Deferred Cash Consideration - Tranche 2 2,713 Deferred Equity Consideration - Tranche 2 1,121 Earnout Consideration 4,725 Total consideration $ 15,280 |
Schedule of assets acquired and liabilities assumed | Schedule of consideration to assets and liabilities Assets Acquired Cash and cash equivalents $ 222 Accounts receivable 1,454 Inventory 2,181 Prepaid expenses 414 Property, plant and equipment 14,282 Goodwill 5,445 Total assets acquired $ 23,998 Liabilities Assumed Accounts payable $ 1,948 Accrued expenses 219 Deferred revenue 971 Deferred tax liabilities 1,631 Other liabilities 3,949 Total liabilities assumed $ 8,718 Net assets acquired $ 15,280 |
All Cell Technologies [Member] | |
Business Acquisition [Line Items] | |
Schedule of consideration for acquisitions | Schedule of consideration for acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Right-of-use asset 192 Intangible assets, including goodwill 15,059 Total assets acquired 17,832 Customer deposits (1,219 ) Lease liability (192 ) Total liabilities assumed (1,411 ) Total assets and liabilities assumed $ 16,421 |
Schedule of change in the fair value of earnout consideration | Schedule of change in the fair value of earnout consideration 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 260 Balance as of December 31, 2023 $ – |
Schedule of acquired intangible assets | Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | Schedule of other current assets December 31, December 31, 2023 2022 Vendor prepayments $ 2,253 $ 1,049 Deferred equity offering costs 11 344 Prepaid insurance 42 106 Related party receivable 116 38 Other 31 42 Total prepaid expenses and other current $ 2,453 $ 1,579 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory December 31, December 31, 2023 2022 Finished goods $ 1,953 $ 2,814 Work in process 2,006 1,771 Raw materials 7,974 7,661 Total inventory $ 11,933 $ 12,246 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, December 31, 2023 2022 Office furniture and equipment $ 227 $ 186 Computer equipment and software 248 118 Land, buildings and leasehold improvements 7,935 180 Autos 616 337 Machinery and equipment 9,200 1,556 Total property and equipment 18,226 2,377 Less accumulated depreciation (1,713 ) (829 ) Property and Equipment, net $ 16,513 $ 1,548 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (1,346 ) $ 6,728 11 Trade name 1,756 (322 ) 1,434 10 Customer relationships 444 (110 ) 334 13 Backlog 185 (185 ) – 1 Patents 611 (57 ) 554 20 Intangible assets $ 11,070 $ (2,020 ) $ 9,050 |
ACCRUED EXPENSES AND LONG-TER_2
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, December 31, 2023 2022 Accrued Expenses: Accrued vacation $ 246 $ 190 Accrued salaries and bonus 1,086 1,220 Vendor accruals 50 85 Accrued warranty 27 – Other accrued expense 1,328 192 Total accrued expenses $ 2,737 $ 1,687 Other Long-Term Liabilities: Long-term deferred tax liability $ 1,698 $ – Acquired long-term liability 3,787 – Total long-term liabilities $ 5,485 $ – |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of minimum lease payments | Schedule of minimum lease payments 2024 $ 1,029 2025 820 2026 364 2027 377 2028 390 Total undiscounted future minimum payments 2,980 Less imputed interest (489 ) Total lease liability $ 2,491 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of assumptions for options granted | Schedule of assumptions for options granted Year ended December 31, 2023 2022 Expected volatility 90.25 94.51 94.94 97.41 Expected term 5 - 7 Years 5 - 7 Years Risk-free interest rate 3.55 4.47 1.55 3.86 Weighted-average FV $5.93 $13.02 |
Schedule of option activity | Schedule of option activity Weighted Weighted Average Average Intrinsic Number of Exercise Remaining Value Options Price Contractual Life (in thousands) Outstanding at December 31, 2021 263,433 $ 11.56 Granted 78,400 16.72 Exercised (1,750 ) 6.67 Forfeited (3,325 ) 36.25 Outstanding at December 31, 2022 336,758 12.54 Granted 169,800 7.54 Forfeited (24,700 ) 19.70 Outstanding at December 31, 2023 481,858 $ 10.41 7.25 $ 350 Exercisable at December 31, 2023 151,310 $ 5.55 7.18 $ 233 |
Schedule of restricted stock units | Schedule of restricted stock units PSU RSU Weighted- Nonvested Nonvested Average Grant- Shares Shares Date Fair Value Nonvested at December 31, 2021 – – $ – Granted 142,500 142,500 13.05 Vested – (71,250 ) 13.05 Nonvested at December 31, 2022 142,500 71,250 13.05 Granted – – – Vested – – – Nonvested at December 31, 2023 142,500 71,250 $ 13.05 |
Schedule of restricted stock awards | Schedule of restricted stock awards Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2021 13,669 $ 20.45 Granted 26,136 14.68 Vested (21,940 ) 18.75 Nonvested at December 31, 2022 17,865 14.11 Granted 19,795 10.98 Vested (31,022 ) 12.29 Forfeited (5,400 ) 11.68 Nonvested at December 31, 2023 1,238 $ 20.17 |
Schedule of warrant outstanding | Schedule of warrant outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 519,658 $ 6.30 Exercised (79,454 ) 6.30 Outstanding at December 31, 2022 440,204 6.30 Granted 200,000 17.00 Exercised (29,459 ) 6.30 Outstanding at December 31, 2023 610,745 $ 9.80 Exercisable at December 31, 2023 610,745 $ 9.80 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues | Schedule of revenues Twelve Months Ended December 31, 2023 2022 Product sales $ 65,152 $ 20,347 Maintenance fees 83 53 Professional services 146 527 Shipping and handling 2,308 1,137 Discounts and allowances (337 ) (69 ) Total revenues $ 67,353 $ 21,995 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of pretax loss | Schedule of pretax loss Year Ended December 31, 2023 2022 United States $ (15,682 ) $ (19,680 ) International $ (366 ) $ – |
Schedule of income tax reconciliation | Schedule of income tax reconciliation Year Ended December 31, 2023 2022 Computed “expected” tax expense (benefit) $ (3,370 ) $ (4,136 ) State taxes, net of federal benefit (933 ) (1,383 ) Non-deductible stock options 14 (3 ) Non-deductible items 48 154 Foreign tax rate differential 22 – True-up to tax return 70 9 Change in deferred tax asset valuation allowance 4,161 5,361 Total $ 12 $ 2 |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities Year Ended December 31, 2023 2022 Deferred tax assets: Stock options $ 1,115 $ 701 Deferred Revenue 147 118 Capitalized R&D 286 234 Change in FV of contingent consideration – 1,579 Patents/Intangible Assets 1,598 113 Lease Liability 297 – Other 287 278 Net operating loss carryforward 19,035 15,372 Total gross deferred tax assets 22,765 18,395 Less: Deferred tax asset valuation allowance (22,500 ) (18,339 ) Total net deferred tax assets 265 56 Deferred tax liabilities: ROU Asset (283 ) – Depreciation (1,680 ) (56 ) Total deferred tax liabilities (1,963 ) (56 ) Total net deferred taxes $ (1,698 ) $ – |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares | 1,306,353 | 990,712 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares | 481,858 | 336,758 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares | 610,745 | 440,204 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares | 213,750 | 213,750 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Uninsured cash | $ 10,900 | |
Cash equivalents | 0 | $ 0 |
Foreign currency transaction gain | 600 | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 400 | 0 |
Property and equipment estimated useful lives | 3 to 7 years | |
Intangible asset useful life | 20 years | |
Accrued warranty reserve | $ 100 | 200 |
Warranty repairs completed | 100 | 100 |
Research and development costs | 2,300 | 1,200 |
Advertising costs | 300 | $ 200 |
Amiga [Member] | ||
Product Information [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | 1,000 | |
Recoveries of credit allowances | $ 500 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 37% | 11% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 16% | |
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 | 80% | 62% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 11% | 30% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 10% | 15% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 10% | 11% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 4 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, Percentage | 10% |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net losses | $ 16,100 | $ 19,700 | |
Non-cash expenses | 4,300 | 9,100 | |
Increase (Decrease) in Accounts Receivable | 9,452 | 602 | |
Cash | 10,393 | 1,681 | |
Working capital | 23,800 | ||
Net proceeds | $ 25,400 | ||
Stock issued new, value | 140 | ||
Proceeds from Issuance of Warrants | 25,425 | 0 | |
Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from Issuance of Warrants | $ 200 | $ 500 | |
B Riley Capital [Member] | Common Stock Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares issued | 198,033 | ||
Stock issued new, value | $ 2,500 |
Schedule of change in the fair
Schedule of change in the fair value of earnout consideration - Amiga (Details) - Amiga [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 0 |
Acquisition of Amiga | 4,725 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 4,725 |
BUSINESS COMBINATION (Details -
BUSINESS COMBINATION (Details - Consideration) - Amiga [Member] $ in Thousands | Oct. 20, 2023 USD ($) |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Gross | $ 4,874 |
Common stock | 1,847 |
Deferred cash consideration - tranche 2 | 2,713 |
Deferred equity consideration - tranche 2 | 1,121 |
Earnout consideration | 4,725 |
Consideration transferred | $ 15,280 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details - Consideration to assets and liabilities) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 20, 2023 | Dec. 31, 2022 |
Assets Acquired | |||
Goodwill | $ 10,270 | $ 4,600 | |
Amiga [Member] | |||
Assets Acquired | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 222 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,454 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2,181 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 414 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 14,282 | ||
Goodwill | 5,445 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 23,998 | ||
Liabilities Assumed | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 1,948 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | 219 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 971 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Tax Liabilities | 1,631 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 3,949 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 8,718 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 15,280 |
BUSINESS COMBINATION (Details_3
BUSINESS COMBINATION (Details - Fair value of earnout consideration) - All Cell Technologies [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 6,791 | $ 0 |
Acquisition of All Cell | 1,251 | |
Change in estimated fair value | 260 | 5,540 |
Issue earnout shares for 2022 | (7,051) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 0 | $ 6,791 |
BUSINESS COMBINATION (Details_4
BUSINESS COMBINATION (Details - Fair value of consideration transferred) - All Cell Technologies [Member] $ in Thousands | Mar. 04, 2022 USD ($) |
Business Acquisition [Line Items] | |
Common stock | $ 14,359 |
Working capital cash payment | 811 |
Earnout consideration | 1,251 |
Consideration transferred | $ 16,421 |
BUSINESS COMBINATION (Details_5
BUSINESS COMBINATION (Details - Fair values of assets acquired and liabilities) - All Cell Technologies [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 04, 2022 |
Business Acquisition [Line Items] | ||
Inventory | $ 2,146 | |
Prepaid expenses | 28 | |
Deposits | 10 | |
Property, plant and equipment | 397 | |
Right-of-use asset | 192 | |
Intangible assets, including goodwill | $ 15,059 | 15,059 |
Total assets acquired | 17,832 | |
Customer deposits | (1,219) | |
Lease liability | (192) | |
Total liabilities assumed | (1,411) | |
Total assets and liabilities assumed | $ 16,421 |
BUSINESS COMBINATION (Details_6
BUSINESS COMBINATION (Details - Intangible assets acquired) - All Cell Technologies [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Mar. 04, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 4,600 | |
Total intangible assets acquired | 15,059 | $ 15,059 |
Developed Technology Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 8,074 | |
Useful life | 11 years | |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1,756 | |
Useful life | 10 years | |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 444 | |
Useful life | 13 years | |
Order or Production Backlog [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 185 | |
Useful life | 1 year |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) $ in Thousands, € in Millions | 12 Months Ended | ||||
Oct. 20, 2023 USD ($) shares | Mar. 04, 2022 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | |
Business Acquisition [Line Items] | |||||
Revenues | $ 75,300 | $ 32,300 | |||
Net loss | 16,800 | $ 22,000 | |||
Revenue related acquisitions | 11,900 | ||||
Net loss related acquisitions | 5,800 | ||||
Amiga [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | 200 | ||||
Payments to acquire business | $ 4,874 | ||||
Amiga [Member] | Tranche One [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | 4,900 | € 4.6 | |||
Stock to be issued for acquisition, shares | shares | 293,675 | ||||
Amiga [Member] | Tranche Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | 2,700 | € 2.5 | |||
Stock to be issued for acquisition, shares | shares | 158,132 | ||||
All Cell Technologies [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 100 | ||||
Stock issued for acquisition, shares | shares | 1,055,000 | ||||
Payments to acquire business | $ 900 | ||||
Earnout consideration, Issued shares | shares | 446,815 | ||||
Earnout consideration payment | $ 7,050 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details - Schedule of other current assets) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 2,253 | $ 1,049 |
Deferred equity offering costs | 11 | 344 |
Prepaid insurance | 42 | 106 |
Related party receivable | 116 | 38 |
Other | 31 | 42 |
Total prepaid expenses and other current | $ 2,453 | $ 1,579 |
INVENTORY (Details - Schedule o
INVENTORY (Details - Schedule of inventory) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,953 | $ 2,814 |
Work in process | 2,006 | 1,771 |
Raw materials | 7,974 | 7,661 |
Total inventory | $ 11,933 | $ 12,246 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details - Schedule of property and equipment) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 18,226 | $ 2,377 |
Less accumulated depreciation | (1,713) | (829) |
Property, Plant and Equipment, Net | 16,513 | 1,548 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 227 | 186 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 248 | 118 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,935 | 180 |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 616 | 337 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,200 | $ 1,556 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.9 | $ 0.4 |
Capitalized depreciation expense | $ 0.2 | $ 0.2 |
INTANGIBLE ASSETS (Details - Sc
INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 11,070 | $ 10,950 |
Accumulated amortization | (2,020) | (1,003) |
Net carrying amount | $ 9,050 | 9,947 |
Weighted-average amortization period (yrs) | 20 years | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 8,074 | 8,074 |
Accumulated amortization | (1,346) | (612) |
Net carrying amount | $ 6,728 | $ 7,462 |
Weighted-average amortization period (yrs) | 11 years | 11 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,756 | $ 1,756 |
Accumulated amortization | (322) | (146) |
Net carrying amount | $ 1,434 | $ 1,610 |
Weighted-average amortization period (yrs) | 10 years | 10 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 444 | $ 444 |
Accumulated amortization | (110) | (49) |
Net carrying amount | $ 334 | $ 395 |
Weighted-average amortization period (yrs) | 13 years | 13 years |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 185 | $ 185 |
Accumulated amortization | (185) | (154) |
Net carrying amount | $ 0 | $ 31 |
Weighted-average amortization period (yrs) | 1 year | 1 year |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 611 | $ 491 |
Accumulated amortization | (57) | (42) |
Net carrying amount | $ 554 | $ 449 |
Weighted-average amortization period (yrs) | 20 years | 20 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1 | $ 1 |
Amortization expense for intangible assets - 2024 | 1 | |
Amortization expense for intangible assets - 2025 | 1 | |
Amortization expense for intangible assets - 2026 | 1 | |
Amortization expense for intangible assets - 2027 | 1 | |
Amortization expense for intangible assets - 2028 | $ 1 |
ACCRUED EXPENSES AND LONG-TER_3
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Details - Schedule of accrued expenses) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses: | ||
Accrued vacation | $ 246 | $ 190 |
Accrued salaries and bonus | 1,086 | 1,220 |
Vendor accruals | 50 | 85 |
Accrued warranty | 27 | 0 |
Other accrued expense | 1,328 | 192 |
Total accrued expenses | 2,737 | 1,687 |
Other Long-Term Liabilities: | ||
Long-term deferred tax liability | 1,698 | 0 |
Acquired long-term liability | 3,787 | 0 |
Total long-term liabilities | $ 5,485 | $ 0 |
ACCRUED EXPENSES AND LONG-TER_4
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Other Liabilities, Noncurrent | $ 3,787 | $ 0 |
Amiga [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other Liabilities, Noncurrent | $ 3,787 |
LEASES (Details - Minimum renta
LEASES (Details - Minimum rental commitments for operating leases) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 1,029 |
2025 | 820 |
2026 | 364 |
2027 | 377 |
2028 | 390 |
Total undiscounted future minimum payments | 2,980 |
Less imputed interest | (489) |
Total lease liability | $ 2,491 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2020 | |
Leases | |||
Right of use asset and lease liability | $ 1,026 | $ 1,638 | $ 200 |
Borrowing rate | 10% | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 3 months 19 days | ||
Operating lease liabilities | $ 800 | 600 | |
Operating lease cost | $ 800 | $ 800 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Assumptions for options granted) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected remaining term | 5 - 7 Years | 5 - 7 Years |
Weighted-average FV | $ 5.93 | $ 13.02 |
Minimum [Member] | ||
Expected volatility | 90.25% | 94.94% |
Risk-free interest rate | 3.55% | 1.55% |
Maximum [Member] | ||
Expected volatility | 94.51% | 97.41% |
Risk-free interest rate | 4.47% | 3.86% |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option activity) - Equity Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 336,758 | 263,433 |
Weighted Average Exercise Price Outstanding, Beginning | $ 12.54 | $ 11.56 |
Number of Options Granted | 169,800 | 78,400 |
Weighted Average Exercise Price Granted | $ 7.54 | $ 16.72 |
Number of Options Exercised | (1,750) | |
Weighted Average Exercise Price Exercised | $ 6.67 | |
Number of Options Forfeited | (24,700) | (3,325) |
Weighted Average Exercise Price Forfeited | $ 19.70 | $ 36.25 |
Number of Options Outstanding, Ending | 481,858 | 336,758 |
Weighted Average Exercise Price Outstanding, Ending | $ 10.41 | $ 12.54 |
Weighted Average Remaining Contractual Life | 7 years 3 months | |
Intrinsic Value, Outstanding | $ 350 | |
Number of Options Exercisable, Ending | 151,310 | |
Weighted Average Exercise Price Exercisable, Ending | $ 5.55 | |
Weighted Average Remaining Contractual Life, exercisable | 7 years 2 months 4 days | |
Intrinsic Value, Exercisable | $ 233 |
STOCKHOLDERS' EQUITY (Details_3
STOCKHOLDERS' EQUITY (Details - Restricted stock units activity) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Performance Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested shares, Beginning balance | 142,500 | 0 |
Nonvested shares, Granted | 0 | 142,500 |
Nonvested shares, Vested | 0 | 0 |
Nonvested shares, Vested | 0 | 0 |
Nonvested shares, Ending balance | 142,500 | 142,500 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested shares, Beginning balance | 71,250 | 0 |
Nonvested shares, Granted | 0 | 142,500 |
Nonvested shares, Vested | 71,250 | |
Nonvested shares, Vested | (71,250) | |
Nonvested shares, Ending balance | 71,250 | 71,250 |
PSU and RSU Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-average grant-date fair value, Beginning balance | $ 13.05 | $ 0 |
Weighted-average grant-date fair value, Granted | 0 | 13.05 |
Weighted-average grant-date fair value, Vested | 13.05 | |
Weighted-average grant-date fair value, Ending balance | $ 13.05 | $ 13.05 |
STOCKHOLDERS' EQUITY (Details_4
STOCKHOLDERS' EQUITY (Details - Restricted stock award activity) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested shares, Beginning balance | 17,865 | 13,669,000 |
Weighted-average grant-date fair value, Beginning balance | $ 14.11 | $ 20.45 |
Nonvested shares, Granted | 19,795 | 26,136,000 |
Weighted-average grant-date fair value, Granted | $ 10.98 | $ 14.68 |
Nonvested shares, Vested | (31,022) | (21,940,000) |
Weighted-average grant-date fair value, Vested | $ 12.29 | $ 18.75 |
Nonvested shares, Forfeited | (5,400) | |
Weighted-average grant-date fair value, Forfeited | $ 11.68 | |
Nonvested shares, Ending balance | 1,238 | 17,865 |
Weighted-average grant-date fair value, Ending balance | $ 20.17 | $ 14.11 |
STOCKHOLDERS' EQUITY (Details_5
STOCKHOLDERS' EQUITY (Details - Warrant activity) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 440,204 | 519,658 |
Weighted Average Exercise Price Outstanding, Beginning | $ 6.30 | $ 6.30 |
Number of Warrants Exercised | (29,459) | (79,454,000) |
Weighted Average Exercise Price Exercised | $ 6.30 | $ 6.30 |
Number of Warrants Granted | 200,000 | |
Weighted Average Exercise Price Granted | $ 17 | |
Number of Warrants Outstanding, Ending | 610,745 | 440,204 |
Weighted Average Exercise Price Outstanding, Ending | $ 9.80 | $ 6.30 |
Number of Warrants Exercisable | 610,745 | |
Weighted Average Exercise Price Exercisable | $ 9.80 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Nov. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2021 | |
Class of Stock [Line Items] | |||||||||
Sale of stock | 3,062,500 | ||||||||
Offering price | $ 9 | ||||||||
Net proceeds | $ 25,400 | ||||||||
Proceeds from issuance of common stock | $ 2,107 | $ 0 | |||||||
Stock issued for services, value | 382 | 410 | |||||||
Stock based compensation | 2,675 | 2,000 | |||||||
Proceeds from warrants exercised | $ 185 | $ 501 | |||||||
Registered Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercised | 29,459 | 79,454 | |||||||
Proceeds from warrants exercised | $ 200 | $ 500 | |||||||
Equity Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock based compensation | 700 | $ 900 | |||||||
Unrecognized compensation costs | $ 1,300 | ||||||||
Remaining contractural term | 4 years | ||||||||
Options vested | 335,745 | ||||||||
Options unvested | 146,113 | ||||||||
Intrinsic value exercisable shares warrants | $ 350 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock based compensation | $ 1,200 | ||||||||
Remaining contractural term | 1 year 2 months 12 days | ||||||||
Options unvested | 71,250,000 | 71,250,000 | 0 | ||||||
Unregnized stock compensation | $ 1,400 | ||||||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock units granted | 285,000 | ||||||||
Restricted Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock based compensation | $ 400 | $ 400 | |||||||
Remaining contractural term | 1 year 3 months | ||||||||
Options unvested | 1,238 | 17,865 | 13,669,000 | ||||||
Fair value of vested shares | $ 400 | $ 400 | |||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Weighted average remaining contractual life | 1 year 7 months 6 days | ||||||||
Intrinsic value exercisable shares warrants | $ 300 | ||||||||
Warrants exercised | 29,459 | 79,454,000 | |||||||
Plan 2021 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares authorized for issuance | 2,000,000 | ||||||||
Shares available for grant | 2,700,000 | ||||||||
Plan 2011 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares authorized for issuance | 630,000 | ||||||||
B Riley Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued new, shares | 10,484 | 10,484 | 198,033 | ||||||
Proceeds from issuance of common stock | $ 2,500 | ||||||||
Offering costs | $ 500 | ||||||||
Marketing Services [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued for services, shares issued | 6,444 | ||||||||
Stock issued for services, value | $ 100 | ||||||||
Average price per share | $ 15.518 | ||||||||
Market price | $ 14.72 | ||||||||
Fair value of market price | $ 100 | ||||||||
Investor Relations Services [Member] | Warrant [Member] | Consultant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued, shares | 200,000 | ||||||||
Fair value of warrants issued | 1,600,000 | ||||||||
Warrant expense | $ 200 | ||||||||
All Cell [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued for purchase of assets, shares issued | 446,815 | 1,055,000 | |||||||
Amiga [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued for purchase of assets, shares issued | 451,807 |
REVENUES (Details - Schedule of
REVENUES (Details - Schedule of revenues) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Discounts and allowances | $ (337) | $ (69) |
Revenues | 67,353 | 21,995 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65,152 | 20,347 |
Maintenance [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 83 | 53 |
Professional Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 146 | 527 |
Shipping and Handling [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 2,308 | $ 1,137 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Contract with customer liability | $ 1.2 | $ 1.4 |
Deferred revenue recorded in prior year | 0.4 | 0.1 |
Product Deposits [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with customer liability | 0.7 | 1 |
Maintenance Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with customer liability | $ 0.5 | $ 0.3 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 15% | 9% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 80% | 62% |
INCOME TAXES (Details - Schedul
INCOME TAXES (Details - Schedule of pretax loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pretax loss | $ (933) | $ (1,383) |
UNITED STATES | ||
Pretax loss | (15,682) | (19,680) |
International [Member] | ||
Pretax loss | $ (366) | $ 0 |
INCOME TAXES (Details - Sched_2
INCOME TAXES (Details - Schedule of income tax reconciliation) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense (benefit) | $ (3,370) | $ (4,136) |
State taxes, net of federal benefit | (933) | (1,383) |
Non-deductible stock options | 14 | (3) |
Non-deductible items | 48 | 154 |
Foreign tax rate differential | 22 | 0 |
True-up to tax return | 70 | 9 |
Change in deferred tax asset valuation allowance | 4,161 | 5,361 |
Total | $ 12 | $ 2 |
INCOME TAXES (Details-Deferred
INCOME TAXES (Details-Deferred tax assets and liabilities) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Stock options | $ 1,115,000 | $ 701,000 |
Deferred Revenue | 147,000 | 118,000 |
Capitalized R&D | 286,000 | 234,000 |
Change in FV of contingent consideration | 0 | 1,579,000 |
Patents/Intangible Assets | 1,598,000 | 113,000 |
Lease Liability | 297,000 | 0 |
Other | 287,000 | 278,000 |
Net operating loss carryforward | 19,035,000 | 15,372,000 |
Total gross deferred tax assets | 22,765,000 | 18,395,000 |
Less: Deferred tax asset valuation allowance | (22,500,000) | (18,339,000) |
Total net deferred tax assets | 265,000 | 56,000 |
Deferred tax liabilities: | ||
ROU Asset | (283,000) | 0 |
Depreciation | (1,680,000) | (56,000) |
Total deferred tax liabilities | (1,963,000) | (56,000) |
Total net deferred taxes | $ (1,698,000) | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 27.77% | |
Deferred Tax Assets, Valuation Allowance | $ 22,500,000 | $ 18,339,000 |
Increase in the valuation allowance | 4,200,000 | |
Net operating loss carryforward | 68,100,000 | |
NOL carryforward with expiration | 25,100,000 | |
Federal net operating loss carryforward | 70,800,000 | |
Net operating loss carryforward | 400,000 | |
NOL carryforward without expiration | $ 43,000,000 |