Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 16, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | BEEM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,537,451 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 4,962 | $ 10,393 |
Accounts receivable, net of allowance for credit losses of $112 and $447 | 20,139 | 15,943 |
Prepaid expenses and other current assets | 2,216 | 2,453 |
Inventory, net | 11,474 | 11,933 |
Total current assets | 38,791 | 40,722 |
Property and equipment, net | 15,597 | 16,513 |
Operating lease right of use assets | 2,249 | 1,026 |
Goodwill | 10,150 | 10,270 |
Intangible assets, net | 8,769 | 9,050 |
Deposits | 98 | 62 |
Total assets | 75,654 | 77,643 |
Current liabilities | ||
Accounts payable | 10,778 | 9,732 |
Accrued expenses | 3,812 | 2,737 |
Sales tax payable | 211 | 209 |
Deferred revenue, current | 1,007 | 828 |
Note payable, current | 45 | 40 |
Deferred consideration, current | 0 | 2,713 |
Contingent consideration, current | 4,330 | 0 |
Operating lease liabilities, current | 851 | 615 |
Total current liabilities | 21,034 | 16,874 |
Deferred revenue, noncurrent | 470 | 402 |
Note payable, noncurrent | 178 | 160 |
Contingent consideration, noncurrent | 248 | 4,725 |
Other liabilities, noncurrent | 3,716 | 3,787 |
Deferred tax liabilities, noncurrent | 1,662 | 1,698 |
Operating lease liabilities, noncurrent | 1,444 | 455 |
Total liabilities | 28,752 | 28,101 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2024 and December 31, 2023. | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 shares authorized, 14,438,270 and 14,398,243 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | 14 | 14 |
Additional paid-in-capital | 142,991 | 142,265 |
Accumulated deficit | (96,398) | (93,361) |
Accumulated Other Comprehensive Income (AOCI) | 295 | 624 |
Total stockholders' equity | 46,902 | 49,542 |
Total liabilities and stockholders' equity | $ 75,654 | $ 77,643 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for credit losses | $ 112 | $ 447 |
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 | 14,438,270 | 14,398,243 |
Common stock, shares outstanding | 14,438,270 | 14,398,243 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 14,561,000 | $ 13,020,000 |
Cost of revenues | 13,082,000 | 13,015,000 |
Gross profit | 1,479,000 | 5,000 |
Operating expenses | 4,527,000 | 3,846,000 |
Loss from operations | (3,048,000) | (3,841,000) |
Other income (expense) | ||
Interest income | 71,000 | 1,000 |
Other (expense) income | (56,000) | 10,000 |
Interest expense | (4,000) | 0 |
Other income | 11,000 | 11,000 |
Loss before income tax expense | (3,037,000) | (3,830,000) |
Income tax expense | 0 | 1,000 |
Net loss | (3,037,000) | (3,831,000) |
Net foreign currency translation adjustments | (329,000) | 0 |
Total Comprehensive Loss | $ (3,366,000) | $ (3,831,000) |
Net loss per share - basic | $ (0.21) | $ (0.38) |
Net loss per share - diluted | $ (0.21) | $ (0.38) |
Weighted average shares outstanding - basic | 14,422 | 10,214 |
Weighted average shares outstanding - diluted | 14,422 | 10,214 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares 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, 2022 | $ 10,000 | $ 100,498,000 | $ (77,301,000) | $ 0 | $ 23,207,000 |
Beginning balance, shares at Dec. 31, 2022 | 10,178 | ||||
Stock issued for director services - vested | 76,000 | 76,000 | |||
Stock issued for director services - vested, shares | 6 | ||||
Stock issued to (released from) escrow account - unvested | |||||
Stock issued to (released from) escrow account - unvested, shares | (6) | ||||
Stock-based compensation to consultants | 1,704,000 | 1,704,000 | |||
Stock-based compensation to consultants, shares | 6 | ||||
Employee stock-based compensation expense | 438,000 | 438,000 | |||
Warrants exercised for cash | 100,000 | 100,000 | |||
Warrants exercised for cash, shares | 16 | ||||
Sale of stock under Committed Equity Facility | 158,000 | 158,000 | |||
Sale of stock under Committed Equity Facility, shares | 38 | ||||
Net loss | (3,831,000) | (3,831,000) | |||
Ending balance, value at Mar. 31, 2023 | $ 10,000 | 102,974,000 | (81,132,000) | 0 | 21,852,000 |
Ending balance, shares at Mar. 31, 2023 | 10,238 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 14,000 | 142,265,000 | (93,361,000) | 624,000 | 49,542,000 |
Beginning balance, shares at Dec. 31, 2023 | 14,398 | ||||
Stock issued for director services - vested | 6,000 | 6,000 | |||
Stock issued for director services - vested, shares | 0 | ||||
Stock issued to (released from) escrow account - unvested | |||||
Stock issued to (released from) escrow account - unvested, shares | 0 | ||||
Stock-based compensation to consultants | |||||
Employee stock-based compensation expense | 468,000 | 468,000 | |||
Warrants exercised for cash | 252,000 | 252,000 | |||
Warrants exercised for cash, shares | 40 | ||||
Impact of foreign currency translation | (329,000) | (329,000) | |||
Net loss | (3,037,000) | (3,037,000) | |||
Ending balance, value at Mar. 31, 2024 | $ 14,000 | $ 142,991,000 | $ (96,398,000) | $ 295,000 | $ 46,902,000 |
Ending balance, shares at Mar. 31, 2024 | 14,438 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities: | ||
Net loss | $ (3,037,000) | $ (3,831,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 930,000 | 332,000 |
Provision on credit losses | (336,000) | 0 |
Common stock issued for services | 0 | 76,000 |
Change in fair value of contingent consideration liabilities | (147,000) | (13,000) |
Employee stock-based compensation | 554,000 | 438,000 |
Disposal of property and equipment | 27,000 | 0 |
Abandoned patent costs | 36,000 | |
Stock Compensation expense for non-employees | 0 | 14,000 |
(Increase) decrease in: | ||
Accounts receivable | (3,901,000) | (2,453,000) |
Prepaid expenses and other current assets | 151,000 | 390,000 |
Operating lease right of use asset | 0 | 0 |
Inventory | 425,000 | (414,000) |
Deposits | (36,000) | 0 |
Increase (decrease) in: | ||
Accounts payable | 956,000 | 4,235,000 |
Accrued expenses | 1,082,000 | 932,000 |
Operating lease liability | 0 | 0 |
Sales tax payable | 2,000 | (20,000) |
Deferred revenue | 258,000 | (305,000) |
Other long term liabilities | 10,000 | 0 |
Net cash used in operating activities | (3,026,000) | (619,000) |
Investing Activities: | ||
Purchase of property and equipment | (104,000) | (314,000) |
Payment of Deferred Consideration | (2,713,000) | 0 |
Funding of patent costs | 0 | (16,000) |
Net cash used in investing activities | (2,817,000) | (330,000) |
Financing Activities: | ||
Proceeds from sale of common stock under committed equity facility, net of offering costs | 0 | 158,000 |
Proceeds from warrant exercises | 252,000 | 100,000 |
Borrowings of note payable | 25,000 | 0 |
Net cash used in financing activities | 277,000 | 258,000 |
Effect of exchange rate changes | 135,000 | 0 |
Net decrease in cash | (5,431,000) | (691,000) |
Cash at beginning of period | 10,393,000 | 1,681,000 |
Cash at end of period | 4,962,000 | 990,000 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 4,000 | 0 |
Cash paid for taxes | 0 | 1,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Purchase of property and equipment by incurring current liabilities | 104,000 | 21,000 |
Right-of-use assets obtained in exchange for lease liabilities | 1,223,000 | 0 |
Issuance of stock for Committed Equity Line | 0 | 140,000 |
Warrants issued for services to non-employee | 0 | 1,609,000 |
Shares issued for services to non-employee | $ 0 | $ 95,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (3,037,000) | $ (3,831,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Beam 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. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ending March 31, 2024 and 2023, and our financial position as of March 31, 2024, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023. The December 31, 2023 balance sheet is derived from those statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for 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. Recent Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s disclosure update and simplification initiative issued in August 2018. The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoptions prohibited. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through March 31, 2024. As of March 31, 2024, approximately $ 4.8 Major Customers The Company continually assesses the financial strength of its customers. We are not aware of any material credit risks associated with our customers. 84 16 30 18 10 22 18 14 11 10 10 10 84 86 Fair Value Measurement The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability. The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year. For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of March 31, 2024. The Company had Level 3 liabilities as of March 31, 2024. There were no transfers between levels during the reporting period. Fair value of contingent consideration Level 1 Level 2 Level 3 Contingent Consideration as of December 31, 2023 $ – $ – $ 4,725 Additions – – – Change in fair value – – (147 ) Contingent Consideration as of March 31, 2024 $ – $ – $ 4,578 Significant Accounting Policies During the three months ended March 31, 2024, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 share of common stock 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 outstanding consists of shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially common stock outstanding are excluded from the computation if their effect is anti-dilutive. Options to purchase 592,658 570,718 346,758 624,306 Segments The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2024 | |
Liquidity | |
LIQUIDITY | 2. LIQUIDITY The Company had net losses of $ 3 1.1 3.8 0.9 3 0.6 5 17.8 20.1 In 2022, the Company entered into a Common Stock Purchase Agreement and Registration Rights Agreement with B. Riley Principal Capital II, LLC (“B. Riley”) under which the Company has the right, but not the obligation, to sell up to $30.0 million worth of shares, but in any event, no more than 2.0 million shares of its common stock over a period of 24 months in its sole discretion (see note 11 for further information). The Company has issued 199,469 2.5 27.5 The Company’s outstanding warrants generated $ 0.3 0.1 370,718 200,000 17.00 In March 2023, the Company entered into a supply chain line of credit agreement with OCI Group for up to $100 million to further support our working capital requirements. Subject to the terms of the agreement, OCI Group will make available to the Company funding based on amounts owed to the Company by its customers. The Company believes that it will become profitable in the next few years as our revenues continue to grow, we improve our gross margins and we leverage our overhead costs, but we expect to continue to incur losses for a period of time. If necessary, the Company may raise additional capital to finance its future operations through equity or debt financings. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION | 3. 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 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 to remove the requirement that the Sellers shall be providing services to Amiga as a condition to receive the Earnout Consideration. During the three months ended March 31, 2024, the Company recorded $ 0.1 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 On November 7, 2023, Amiga changed its name to Beam Europe LLC. Pro Forma Financial Information The following pro forma financial information summarizes the combined results of operations of Beam Global and Amiga as if the companies had been combined as of the beginning of the three months ended March 31, 2023 (in thousands): Schedule of pro forma financial information March 31, 2023 Revenues $ 14,425 Net Loss $ (4,298 ) The pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the three months ended March 31, 2023. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs. The statement of operations, in the table above, for the three months ended March 31, 2023 includes revenues of $ 1.4 0.5 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 4. INVENTORY Inventory consists of the following (in thousands): Schedule of inventory March 31, December 31, 2024 2023 Finished goods $ 5,101 $ 1,953 Work in process 447 2,006 Raw materials 5,926 7,974 Total inventory, net $ 11,474 $ 11,933 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment March 31, December 31, 2024 2023 Office furniture and equipment $ 227 $ 227 Computer equipment and software 244 248 Land, buildings and leasehold improvements 7,771 7,935 Autos 649 616 Machinery and equipment 9,073 9,200 Total property and equipment 17,964 18,226 Less accumulated depreciation (2,367 ) (1,713 ) Property and Equipment, net $ 15,597 $ 16,513 Depreciation expense during the three months ended March 31, 2024 and March 31, 2023 was $ 0.7 0.1 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS The intangible assets consist of the following (in thousands): Schedule of intangible assets December 31, 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 March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (1,529 ) $ 6,545 11 Trade name 1,756 (366 ) 1,390 10 Customer relationships 444 (122 ) 322 13 Backlog 185 (185 ) – 1 Patents 573 (61 ) 512 20 Intangible assets $ 11,032 $ (2,263 ) $ 8,769 Amortization expense during the three months ended March 31, 2024 and March 31, 2023 was $ 0.2 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Schedule of accrued expenses March 31, December 31, 2024 2023 Accrued Expenses: Accrued vacation $ 255 $ 246 Accrued salaries and bonus 1,382 1,086 Vendor accruals 75 50 Accrued warranty 19 27 Customer prepayments 950 – Other accrued expense 1,132 1,328 Total accrued expenses $ 3,813 $ 2,737 Other Long-Term Liabilities: Long-term deferred tax liability $ 1,662 $ 1,698 Acquired long-term liability 3,716 3,787 Total long-term liabilities $ 5,378 $ 5,485 Acquired long-term liability of $ 3.8 |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | 8. NOTE PAYABLE In May 2023, the Company purchased two new trucks and financed the purchase through an auto loan. The loan has a term of 60 months, requires monthly 4 7.55 40 monthly 661 6.54 6 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES There was no Federal income tax expense for the three months ended March 31, 2024 or 2023 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established to offset all deferred tax assets as of March 31, 2024 and no benefit has been provided for the quarter-to-date loss. On a quarterly basis, the company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Committed Equity Facility On September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $30.0 million, but in any event, a maximum of 2.0 million shares of the Company’s common stock at 97% of the volume weighted average price of the Company’s common stock, as calculated in accordance with the Purchase Agreement, over a period of 24 months subject to certain limitations and conditions contained in the Purchase Agreement. Sales and timing of any sales are solely at the election of the Company, and the Company is under no obligation to sell any common stock to B. Riley under the Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of the Company’s common stock the Company issued B. Riley 10,484 The Company incurred an aggregate cost of approximately $0.5 million in connection with the Purchase Agreement, including the fair value of the shares of common stock issued to B. Riley, which were recorded as equity on the Balance Sheet and offset proceeds from the sale of the Company’s common stock under the Purchase Agreement. The Company has issued 199,469 2.5 0.5 Stock Options Option activity for the three months ended March 31, 2024 is as follows: Schedule of option activity Weighted Average Number of Exercise Options Price Outstanding at December 31, 2023 481,858 $ 10.41 Granted 113,000 6.10 Forfeited (2,200 ) 10.74 Outstanding at March 31, 2024 592,658 $ 8.48 The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the three months ended March 31, 2024 and 2023: Schedule of assumptions for options granted Three months ended March 31, 2024 2023 Expected volatility 90.28 90.37 94.51 Expected term 7 7 Risk-free interest rate 4.01 4.25 3.55 Weighted-average FV $4.88 $14.28 The Company’s stock option compensation expense was $ 0.2 0.1 1.6 3.0 0.4 0.2 351,788 240,870 Restricted Stock Units In November 2022, the Company granted 142,500 142,500 For the RSUs, 50% vested upon the grant date, 25% vested on February 1, 2024 and 25% will vest on February 1, 2025. There was no activity during the three months ended March 31, 2024. 142,500 71,250 13.05 Stock compensation expense related to the RSUs and PSUs was $ 0.3 1.1 1.0 Restricted Stock Awards The Company issues restricted stock to the members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The Company also previously issued restricted stock awards to its CEO, for which generally 50% of the shares granted vest ratably over four quarters and the remaining 50% vest ratably over twelve quarters. The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vesting. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period. A summary of activity of the restricted stock awards for the three months ended March 31, 2024 is as follows: Schedule of restricted stock awards Nonvested at December 31, 2023 1,238 $ 20.17 Vested (310 ) 20.17 Nonvested at March 31, 2024 928 $ 20.17 Stock compensation expense related to restricted stock awards was $ 37 0.1 As of March 31, 2024, there were unvested shares of common stock representing $ 18 1 Warrants In 2023, the Company issued warrants to purchase up to 200,000 1.6 0.3 A summary of activity of warrants outstanding for the three months ended March 31, 2024 is as follows: Schedule of warrants outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2023 610,745 $ 9.80 Granted – – Exercised (40,027 ) 6.30 Outstanding at March 31, 2024 570,718 $ 10.05 Exercisable at March 31, 2024 570,718 $ 10.05 Exercisable warrants as of March 31, 2024 have a weighted average remaining contractual life of 1.44 0.2 370,718 6.30 |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 12. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of revenues Three Months Ended March 31, 2024 2023 Product sales $ 13,570 $ 12,811 Maintenance fees 27 16 Professional services 65 36 Shipping and handling 978 216 Discounts and allowances (80 ) (59 ) Total revenues $ 14,561 $ 13,020 During the three months ended March 31, 2024 and 2023, 27 60 11 10 At March 31, 2024 and December 31, 2023, deferred revenue was $ 1.5 1.2 0.9 0.7 0.6 0.5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements and has determined that no such reportable subsequent events exist through March 31, 2024. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 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. |
Basis of Presentation | Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ending March 31, 2024 and 2023, and our financial position as of March 31, 2024, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023. The December 31, 2023 balance sheet is derived from those statements. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s disclosure update and simplification initiative issued in August 2018. The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoptions prohibited. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Concentrations | Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through March 31, 2024. As of March 31, 2024, approximately $ 4.8 Major Customers The Company continually assesses the financial strength of its customers. We are not aware of any material credit risks associated with our customers. 84 16 30 18 10 22 18 14 11 10 10 10 84 86 |
Fair Value Measurement | Fair Value Measurement The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability. The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year. For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of March 31, 2024. The Company had Level 3 liabilities as of March 31, 2024. There were no transfers between levels during the reporting period. Fair value of contingent consideration Level 1 Level 2 Level 3 Contingent Consideration as of December 31, 2023 $ – $ – $ 4,725 Additions – – – Change in fair value – – (147 ) Contingent Consideration as of March 31, 2024 $ – $ – $ 4,578 |
Significant Accounting Policies | Significant Accounting Policies During the three months ended March 31, 2024, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023. |
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 share of common stock 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 outstanding consists of shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially common stock outstanding are excluded from the computation if their effect is anti-dilutive. Options to purchase 592,658 570,718 346,758 624,306 |
Segments | Segments The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment. |
NATURE OF OPERATIONS, BASIS O_3
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair value of contingent consideration | Fair value of contingent consideration Level 1 Level 2 Level 3 Contingent Consideration as of December 31, 2023 $ – $ – $ 4,725 Additions – – – Change in fair value – – (147 ) Contingent Consideration as of March 31, 2024 $ – $ – $ 4,578 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of pro forma financial information | Schedule of pro forma financial information March 31, 2023 Revenues $ 14,425 Net Loss $ (4,298 ) |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory March 31, December 31, 2024 2023 Finished goods $ 5,101 $ 1,953 Work in process 447 2,006 Raw materials 5,926 7,974 Total inventory, net $ 11,474 $ 11,933 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, December 31, 2024 2023 Office furniture and equipment $ 227 $ 227 Computer equipment and software 244 248 Land, buildings and leasehold improvements 7,771 7,935 Autos 649 616 Machinery and equipment 9,073 9,200 Total property and equipment 17,964 18,226 Less accumulated depreciation (2,367 ) (1,713 ) Property and Equipment, net $ 15,597 $ 16,513 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets 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 March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (1,529 ) $ 6,545 11 Trade name 1,756 (366 ) 1,390 10 Customer relationships 444 (122 ) 322 13 Backlog 185 (185 ) – 1 Patents 573 (61 ) 512 20 Intangible assets $ 11,032 $ (2,263 ) $ 8,769 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses March 31, December 31, 2024 2023 Accrued Expenses: Accrued vacation $ 255 $ 246 Accrued salaries and bonus 1,382 1,086 Vendor accruals 75 50 Accrued warranty 19 27 Customer prepayments 950 – Other accrued expense 1,132 1,328 Total accrued expenses $ 3,813 $ 2,737 Other Long-Term Liabilities: Long-term deferred tax liability $ 1,662 $ 1,698 Acquired long-term liability 3,716 3,787 Total long-term liabilities $ 5,378 $ 5,485 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Weighted Average Number of Exercise Options Price Outstanding at December 31, 2023 481,858 $ 10.41 Granted 113,000 6.10 Forfeited (2,200 ) 10.74 Outstanding at March 31, 2024 592,658 $ 8.48 |
Schedule of assumptions for options granted | Schedule of assumptions for options granted Three months ended March 31, 2024 2023 Expected volatility 90.28 90.37 94.51 Expected term 7 7 Risk-free interest rate 4.01 4.25 3.55 Weighted-average FV $4.88 $14.28 |
Schedule of restricted stock awards | Schedule of restricted stock awards Nonvested at December 31, 2023 1,238 $ 20.17 Vested (310 ) 20.17 Nonvested at March 31, 2024 928 $ 20.17 |
Schedule of warrants outstanding | Schedule of warrants outstanding Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2023 610,745 $ 9.80 Granted – – Exercised (40,027 ) 6.30 Outstanding at March 31, 2024 570,718 $ 10.05 Exercisable at March 31, 2024 570,718 $ 10.05 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues | Schedule of revenues Three Months Ended March 31, 2024 2023 Product sales $ 13,570 $ 12,811 Maintenance fees 27 16 Professional services 65 36 Shipping and handling 978 216 Discounts and allowances (80 ) (59 ) Total revenues $ 14,561 $ 13,020 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto Asset [Line Items] | |
Contingent consideration fair value | $ 0 |
Contingent consideration fair value, additions | 0 |
Contingent consideration fair value, change | 0 |
Contingent consideration fair value | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto Asset [Line Items] | |
Contingent consideration fair value | 0 |
Contingent consideration fair value, additions | 0 |
Contingent consideration fair value, change | 0 |
Contingent consideration fair value | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto Asset [Line Items] | |
Contingent consideration fair value | 4,725 |
Contingent consideration fair value, additions | 0 |
Contingent consideration fair value, change | (147) |
Contingent consideration fair value | $ 4,578 |
NATURE OF OPERATIONS, BASIS O_4
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||
Uninsured cash | $ 4.8 | ||
Options [Member] | |||
Product Information [Line Items] | |||
Antidilutive shares | 592,658 | 346,758 | |
Warrants [Member] | |||
Product Information [Line Items] | |||
Antidilutive shares | 570,718 | 624,306 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Federal State And Local Government [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 84% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Commercial Customers [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 16% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 30% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 18% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Other Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | State And Local Government [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 84% | 86% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 22% | 11% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 18% | 10% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 14% | 10% | |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ (3,037,000) | $ (3,831,000) |
Other Noncash Expense | 1,100,000 | 900,000 |
Net Cash Provided by (Used in) Operating Activities | (3,026,000) | (619,000) |
Cash Equivalents, at Carrying Value | 5,000,000 | |
[custom:WorkingCapital-0] | 17,800,000 | |
Accounts Receivable, after Allowance for Credit Loss | $ 20,100,000 | |
Warrants exercise price | $ 6.30 | |
Warrants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from Issuance of Warrants | $ 300,000 | $ 100,000 |
Warrants purchase | 370,718 | |
Warrants outstanding | 200,000 | |
Warrants exercise price | $ 17 | |
B Riley Capital [Member] | Common Stock Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of shares issued | 199,469 | |
Number of shares issued, value | $ 2,500,000 | |
Number of remaining shares issued | $ 27,500,000 |
BUSINESS COMBINATION (Details -
BUSINESS COMBINATION (Details - Pro forma financial information) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Revenues | $ 14,425 |
Net Loss | $ (4,298) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) $ in Thousands, € in Millions | 3 Months Ended | |||
Oct. 20, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Oct. 20, 2023 EUR (€) | |
Business Acquisition [Line Items] | ||||
Revenue related acquisitions | $ 14,561 | $ 13,020 | ||
Loss from operation | 500 | |||
Amiga [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value adjustment of liability | 100 | |||
Revenue related acquisitions | $ 1,400 | |||
Amiga [Member] | Tranche One [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment for acquisition to be paid | $ 4,900 | € 4.6 | ||
Stock to be issued for acquisition, shares | shares | 293,675 | |||
Amiga [Member] | Tranche Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment for acquisition to be paid | $ 2,700 | € 2.5 | ||
Stock to be issued for acquisition, shares | shares | 158,132 |
INVENTORY (Details - Schedule o
INVENTORY (Details - Schedule of inventory) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 5,101 | $ 1,953 |
Work in process | 447 | 2,006 |
Raw materials | 5,926 | 7,974 |
Total inventory, net | $ 11,474 | $ 11,933 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details - Schedule of property and equipment) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,964 | $ 18,226 |
Less accumulated depreciation | (2,367) | (1,713) |
Property and Equipment, net | 15,597 | 16,513 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 227 | 227 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 244 | 248 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,771 | 7,935 |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 649 | 616 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,073 | $ 9,200 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.7 | $ 0.1 |
INTANGIBLE ASSETS (Details - Sc
INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 11,032 | $ 11,070 |
Accumulated amortization | (2,263) | (2,020) |
Net carrying amount | 8,769 | 9,050 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 8,074 | 8,074 |
Accumulated amortization | (1,529) | (1,346) |
Net carrying amount | $ 6,545 | $ 6,728 |
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 | (366) | (322) |
Net carrying amount | $ 1,390 | $ 1,434 |
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 | (122) | (110) |
Net carrying amount | $ 322 | $ 334 |
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) | (185) |
Net carrying amount | $ 0 | $ 0 |
Weighted-average amortization period (yrs) | 1 year | 1 year |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 573 | $ 611 |
Accumulated amortization | (61) | (57) |
Net carrying amount | $ 512 | $ 554 |
Weighted-average amortization period (yrs) | 20 years | 20 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense | $ 0.2 |
ACCRUED EXPENSES (Details - Com
ACCRUED EXPENSES (Details - Components of accrued expenses) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses: | ||
Accrued vacation | $ 255 | $ 246 |
Accrued salaries and bonus | 1,382 | 1,086 |
Vendor accruals | 75 | 50 |
Accrued warranty | 19 | 27 |
Customer prepayments | 950 | 0 |
Other accrued expense | 1,132 | 1,328 |
Total accrued expenses | 3,813 | 2,737 |
Other Long-Term Liabilities: | ||
Long-term deferred tax liability | 1,662 | 1,698 |
Acquired long-term liability | 3,716 | 3,787 |
Total long-term liabilities | $ 5,378 | $ 5,485 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Long-term liability | $ 3,716 | $ 3,787 |
Amiga [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long-term liability | $ 3,800 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
May 31, 2023 | Mar. 31, 2024 | |
Two New Trucks [Member] | ||
Debt periodic payment frequency | monthly | |
Debt periodic payment | $ 4 | |
Bears interest rate | 7.55% | |
Loan short-term balance | $ 40 | |
Fork Lift [Member] | ||
Debt periodic payment frequency | monthly | |
Debt periodic payment | $ 661 | |
Bears interest rate | 6.54% | |
Loan short-term balance | $ 6 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Option activity) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning | shares | 481,858 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 10.41 |
Number of Options Granted | shares | 113,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 6.10 |
Number of Options Forfeited | shares | (2,200) |
Weighted Average Exercise Price Forfeited | $ / shares | $ 10.74 |
Number of Options Outstanding, Ending | shares | 592,658 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 8.48 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Assumptions for options granted) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Expected volatility | 94.51% | |
Expected remaining term | 7 years | 7 years |
Risk-free interest rate | 3.55% | |
Weighted-average FV | $ 4.88 | $ 14.28 |
Minimum [Member] | ||
Expected volatility | 90.28% | |
Risk-free interest rate | 4.01% | |
Maximum [Member] | ||
Expected volatility | 90.37% | |
Risk-free interest rate | 4.25% |
STOCKHOLDERS' EQUITY (Details_3
STOCKHOLDERS' EQUITY (Details - Restricted stock award activity) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested shares, Beginning balance | shares | 1,238 |
Weighted-average grant-date fair value, Beginning balance | $ / shares | $ 20.17 |
Nonvested shares, Vested | shares | (310) |
Weighted-average grant-date fair value, Vested | $ / shares | $ 20.17 |
Nonvested shares, Ending balance | shares | 928 |
Weighted-average grant-date fair value, Ending balance | $ / shares | $ 20.17 |
STOCKHOLDERS' EQUITY (Details_4
STOCKHOLDERS' EQUITY (Details - Warrant activity) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Exercised | shares | (370,718) |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 6.30 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | 610,745 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 9.80 |
Number of Warrants Granted | shares | 0 |
Weighted Average Exercise Price Granted | $ / shares | $ 0 |
Number of Warrants Exercised | shares | (40,027) |
Weighted Average Exercise Price Exercised | $ / shares | $ 6.30 |
Number of Warrants Outstanding, Ending | shares | 570,718 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 10.05 |
Number of Warrants Exercisable | shares | 570,718 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 10.05 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2023 | Nov. 30, 2022 | Sep. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Offsetting Assets [Line Items] | ||||||
Proceeds from issuance of common stock | $ 0 | $ 158 | ||||
Unvested shares of common stock | 18,000 | |||||
Warrants exercised | 370,718 | |||||
Warrants exercised | $ 6.30 | |||||
Equity Option [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock based compensation | $ 200 | 100 | ||||
Unrecognized compensation costs | $ 1,600 | |||||
Remaining contractural term | 3 years | |||||
Intrinsic value of options outstanding | $ 400 | |||||
Intrinsic value of options exercisable | $ 200 | |||||
Options vested | 351,788 | |||||
Options unvested | 240,870 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock units outstanding | 71,250 | |||||
Weighted average grant date fair values | $ 13.05 | |||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Restricted stock units granted | 142,500 | |||||
Performance Stock Units [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock units outstanding | 142,500 | |||||
Performance Stock Units [Member] | Chief Executive Officer [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Restricted stock units granted | 142,500 | |||||
RSUs And PSUs [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock based compensation | $ 300 | |||||
Remaining contractural term | 1 year | |||||
Unrecognized restricted stock grant expense | $ 1,100 | |||||
Restricted Stock [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock based compensation | $ 37 | $ 100 | ||||
Remaining contractural term | 1 year | |||||
Options unvested | 928 | 1,238 | ||||
Warrant [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Weighted average remaining contractual life | 1 year 5 months 8 days | |||||
Intrinsic value exercisable shares warrants | $ 200 | |||||
Warrants exercised | 40,027 | |||||
Warrants exercised | $ 10.05 | $ 9.80 | ||||
B Riley Purchase Agreement [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Stock issued new, shares | 10,484 | 10,484 | 199,469 | |||
Proceeds from issuance of common stock | $ 2,500 | |||||
Offering costs | $ 500 | |||||
Investor Relations Services [Member] | Warrant [Member] | Consultant [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Warrants issued, shares | 200,000 | |||||
Fair value of warrants issued | $ 1,600 | |||||
Warrant expense | $ 300 |
REVENUES (Details - Categories
REVENUES (Details - Categories of revenues) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 14,561 | $ 13,020 |
Discounts and allowances | (80) | (59) |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,570 | 12,811 |
Maintenance [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 27 | 16 |
Professional Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65 | 36 |
Shipping and Handling [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 978 | $ 216 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Contract with customer liability | $ 1.5 | $ 1.2 | |
Product Deposits [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with customer liability | 0.9 | 0.7 | |
Maintenance Fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with customer liability | $ 0.6 | $ 0.5 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 11% | 10% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 27% | 60% |