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Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

☒ Annual Report under Section 13 or 15 (d) of Securities Exchange Act of 1934

For the fiscal year ended December 31, 2021

or

☐ Transition Report under Section 13 or 15 (d) of Securities Exchange Act of 1934

For the transition period from __________ to __________

 

Commission File Number 000-53204

 

Beam Global

(Exact name of Registrant as specified in its charter)

 

Nevada 26-1342810
(State of Incorporation) (IRS Employer ID Number)

 

5660 Eastgate Dr.

San Diego, California 92121

(858) 799-4583

(Address and telephone number of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of principal U.S. market on which traded
Common stock, $0.001 par value BEEM Nasdaq Capital Market
     
Warrants BEEMW Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company under Rule 12b-2 of the Exchange Act. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting common stock held by nonaffiliates of the registrant as of June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was $272,967,868 based upon the closing price of the shares on the NASDAQ Capital Market on that date. This calculation does not reflect a determination that such persons are affiliates for any other purpose.

 

The number of registrant's shares of common stock, $0.001 par value, issuable and outstanding as of March 23, 2022 was 10,035,392.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement for the registrant’s 2022 Annual Meeting of Stockholders which will be filed with the Commission no later than 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this report.

 

 

 

   

 

 

TABLE OF CONTENTS

 

  PART I 1
     
ITEM 1 Business 3
ITEM 1A Risk Factors 13
ITEM 1B Unresolved Staff Comments 22
ITEM 2 Properties 22
ITEM 3 Legal Proceedings 22
ITEM 4 Mine Safety Disclosures 22
     
  PART II 23
     
ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 23
ITEM 6 [Reserved] 23
ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
ITEM 7A Quantitative and Qualitative Disclosures About Market Risk 31
ITEM 8 Financial Statements and Supplementary Data 31
ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31
ITEM 9A Controls and Procedures 31
ITEM 9B Other Information 32
ITEM 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 32
     
  PART III 33
     
ITEM 10 Directors, Executive Officers, and Corporate Governance 33
ITEM 11 Executive Compensation 33
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 33
ITEM 13 Certain Relationships and Related Transactions, and Director Independence 33
ITEM 14 Principal Accounting Fees and Services 33
     
  PART IV 34
     
ITEM 15 Exhibits and Financial Statement Schedules 34
ITEM 16 Form 10-K Summary 37

 

 

 

   

 

 

PART I

 

Unless specifically noted otherwise, this annual report on Form 10-K reflects the business and operations of Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”).

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, the industry in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act).

 

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:

 

  (a) volatility or decline of the Company’s stock price, or absence of stock price appreciation;

 

  (b) fluctuation in quarterly results;

 

  (c) failure of the Company to earn revenues or profits;

 

  (d) inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans;

 

  (e) unavailability of capital or financing to prospective customers of the Company to enable them to purchase products and services from the Company;

 

  (f) failure to commercialize the Company’s technology or to make sales;

 

  (g) reductions in demand for the Company’s products and services, whether because of competition, general industry conditions, loss of tax incentives for solar power, technological obsolescence or other reasons;

 

  (h) litigation with or legal claims and allegations by outside parties;

 

  (i) insufficient revenues to cover operating costs, resulting in persistent losses;

 

  (j) rapid and significant changes to costs of raw materials from government tariffs or other market factors;
     
  (k) increasing spread of the COVID-19 pandemic and its impact on the Company’s business as well as worldwide financial markets;
     
  (l) the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time; and
     
  (m) the factors set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 

 

 1 

 

 

We caution you that the foregoing list may not contain all of the forward-looking statements made in this annual report on Form 10-K.

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this annual report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled "Risk Factors" and elsewhere in this annual report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this annual report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

The forward-looking statements made in this annual report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events, except as required by law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2 

 

 

ITEM 1. BUSINESS.

 

Overview

 

Beam is a clean-technology innovation company based in San Diego, California. We develop, engineer, manufacture and sell sustainable, renewable energy infrastructure products for transportation, energy storage, energy security and outdoor media. Our renewable energy products enable vital and highly valuable services in locations where it is either too expensive, too disruptive or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with Electric Vehicle (EV) charging companies; rather, we enable such companies by providing infrastructure solutions that replace the time consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV chargers. We also do not compete with utilities. Our products provide utilities with another tool to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels. Our energy storage technologies make commodity battery cells safer, longer lasting and more energy efficient whilst our battery management systems (BMS) and packaging make batteries safe and usable in a variety of mobility, security and stationary applications.

 

Our products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others who are required to perform a traditional grid-tied EV charger installation construction project. Our clean-technology products are designed to replace a complicated, expensive, time consuming and risk prone process with an easy, low total cost of ownership, robust and reliable product.

 

Beam’s renewable energy infrastructure products and proprietary technology solutions target four markets that are experiencing significant growth with annual global spending in the billions of dollars.

 

  · electric vehicle charging infrastructure;
     
  · energy storage;

 

  · energy security and disaster preparedness; and

 

  · outdoor media advertising.

 

The Company focuses on creating high-quality renewable energy products for EV charging, energy storage, energy security and outdoor media that are rapidly deployable, have diverse use cases and are attractively designed. We believe that there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our EV ARC™ and Solar Tree™ products fulfill that requirement. We are agnostic as to the EV charging service equipment as we do not sell EV charging, rather we sell products which enable it. Our EV ARC™ and Solar Tree™ products replace the infrastructure required to support EV chargers, not the chargers themselves. Our ability to make commodity battery cells safer, longer lived and more energy efficient is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world.

 

We believe our chief differentiators are:

 

  · our patented, renewable energy products dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional, utility grid tied alternatives;

 

  · our first-to-market advantage for EV charging infrastructure products that are rapidly deployed and require no construction or electrical work on site;
     
  · our proprietary energy storage solutions which proved energy dense, safe and cost effective battery systems to a variety of applications including EVs, micro mobility, maritime, aviation, drones, stationary and energy security systems;
     
  · our products’ ability to operate during grid outages and to provide a source of EV charging and emergency power during times of emergency or other grid interruptions; and

 

  · our ability to create new and patentable products using our own proprietary technology and parts, along with other commonly available engineered components, which create a further barrier to entry for our competition.

 

 

 3 

 

 

Products and Technologies

 

Electric vehicle charging infrastructure

 

All of our infrastructure products currently incorporate the same underlying technology with a built-in renewable energy source in the form of attached solar panels and/or a light wind generator, along with battery storage which enables our products to generate and store all of their own electricity while enabling them to operate without connecting to the grid. . Our products are also able to connect to the grid if a customer values that capability. We believe that the U.S. and global utility grids lack sufficient capacity to supply enough electricity to all the new EVs and other electrical devices which are becoming increasingly available to consumers, especially considering the number of national and state governments that have announced future bans on the sale of gasoline and diesel vehicles, such as Norway starting in 2025, and Germany starting in 2030, with most bans being put in place no later than 2040. Even locations with a grid connection often lack circuits which are large enough to support EV charging in any meaningful way. For example, parking lots might have enough electrical capacity to power lighting but not enough to power EV charging. Beam products provide that power without a requirement to increase the electrical grid capacity at a site which can often be, and we believe will increasingly be, expensive, disruptive, complex and time consuming.

 

We believe that there will be an increasing demand and need for rapidly deployed and highly scalable EV charging infrastructure products which do not require construction or electrical work, and which do not rely on the utility grid for a supply of electricity. We are not aware of any other products which provide a similar solution for this need as effectively as our patented products which are listed below:

 

  · EV ARC™ (Electric Vehicle Autonomous Renewable Charger) – Our most popular product, we believe this patented product is the world’s first and only transportable, solar powered EV charger on the market. The EV ARC™ generates and stores all its own energy and supports Level I, Level II and DC Fast Charging (requiring 4 interconnected units). The electronics are elevated under the solar canopy which makes the unit flood-proof up to nine and a half feet of water. It does not need a grid connection and therefore needs no trenching, switch gear, or transformer upgrades. Because there is no foundation, trench or electrical infrastructure, the EV ARC™ typically does not require a building or any other kind of permit, and it is easily transportable if a different location is desired. EV ARC™ products can charge between one and six EVs simultaneously and a single unit can provide EV charging to as many as 12 parking spaces.

 

Because the EV ARC™ systems are solar powered, they are not disrupted during grid interruptions such as black-outs or brown-outs which is becoming increasingly important as more transportation relies on electricity for fuel. There are no utility bills to pay and, as the number of EVs increase at a host location, more EV ARC™ units can be added without disruptive planning or required permits from the utility or local governments. Current grid-tied EV chargers are often placed in locations where a suitable circuit is most easily accessed and cheapest to install, rather than in the most convenient and desirable locations for EV drivers. EV ARC™ systems do not need to be connected to the grid and as such, can be placed anywhere, making them a rapidly deployable and highly scalable solution to EV charging infrastructure.

 

In 2019, we deployed our first EV ARC™ DC Fast Charging units that provide a 50kW DC fast charge to electric vehicles which provides a range of up to 1,100 miles per day. We also have a patent pending on a version of the EV ARCTM which, when fully developed, will be able to provide wireless charging to suitably equipped EVs.

 

Because EV ARC™ systems are highly visible, we believe that they are an ideal platform for sponsored deployments wherein networks of EV ARC™ systems are deployed and owned by us and monetized through sponsorship and naming-rights agreements with corporate sponsors who are eager to have their brands associated with renewable, clean-energy by sponsoring a city-wide sponsorship of free EV charging through what we refer to as the “Driving on Sunshine” network which we intend to deploy in highly populated areas where we will deliver free EV charging while monetizing the network of EV ARCTM systems through corporate sponsorship programs. Our products also create significant reductions in greenhouse gas and CO2 emissions which, we believe, is a further inducement to encourage corporations to sponsor our network as they may benefit from the carbon offsets generated by a network of EV ARC™ systems.

 

 

 

 4 

 

 

 

  · SolarTree® Products – This patented product is used for larger scale solar powered EV charging applications. We believe our Solar Tree® product to be the only single column, sun tracking, solar support structure with integrated energy storage, EV charging and media platforms available today. The design of our Solar Tree® systems are ideal for charging electric buses, electric heavy-duty vehicles, electric agricultural equipment, public transportation and electric vehicles used in the construction industry. In 2020, we launched our new generation of Solar Tree® DCFC products with on-board battery storage that do not require a utility grid connection (though grid connection capability is available). As a result, these products can be rapidly deployed and enable EV charging in remote locations where it would otherwise be impossible or economically infeasible, such as rest areas, park and ride locations, construction sites, or any location with insufficient grid connectivity. The costs and environmental impact associated with delivering a 50kW or greater circuit to a remote rest area may be prohibitive, whereas a Solar Tree® DCFC can be deployed with minimal site disturbance.

 

We believe our Solar Tree® products with on-board battery storage can provide a highly reliable source of energy to provide emergency power to first responders during times of emergency or other grid failures. We also believe that our Solar Tree® products which may be optimized for branding can create a visually appealing platform for the delivery of a sponsor’s brand with a less onerous planning and entitlement process than that experienced with traditional signage.

 

  · EV-Standard™ Product – On December 31, 2019, we were issued a patent for this product from the United States Patent and Trademark Office. The EV-Standard™ is currently in development and will use an existing streetlamp’s foundation and grid connection. Combining solar, wind-power and the streetlamp grid connection into on board batteries which are stored in the EV Standard’s column, the product will deliver meaningful Level II EV charging at “curbside” or “on street”. The EV-Standard™ design combines a tracking solar panel, wind energy and utility-generated electricity from the existing streetlamp grid connection in a bank of integrated batteries. While most traditional streetlamps do not have sufficient electrical capacity to provide meaningful EV charging, the combination of all three sources of power will do so in a sustainable and economical manner. Densely populated areas do not have large open parking lots and will require EV charging solutions where drivers park on the street. The EV StandardTM can provide that without having to invest in expensive, disruptive and time-consuming construction or electrical work. This product will continue to charge during grid failures and greatly reduces the cost of electricity when compared to an all grid-powered solution. We believe that in some instances EV charging may be deployed at every five lamp standards or even greater density. We believe our patented EV Standard™ product, when developed, will create a significant additional opportunity for product sales and revenue generation.

 

  · UAV ARC™ drone charging product – On November 24, 2020, we were issued a patent for this product from the United States Patent and Trademark Office. This product is currently in development. The UAV ARC™ is a rapidly deployable, highly scalable, range extending drone recharging product which forms a network intended to provide a range-extending source of battery recharging for drones that would otherwise be limited by range or payload restrictions. UAV ARC™ also captures various data from the drone, such as, its state of health. This and other information will be transmitted to Beam and potentially can be monetized through a variety of business models such as making such data available to the operator of the drone fleet. Beam is considering business models, including a subscription-based model for fuel and data. The ability to recharge on a network of UAV ARC™ products deployed on rooftops in built up areas, undeveloped regions or at sea (marinized version) should dramatically increase the potential range and utility of UAVs. Each UAV ARC™ unit generates and stores all its power from renewable sources so drones will receive clean renewable electricity with no cost-per-unit of energy. The units are completely independent from the power grid, allowing them to provide charging during grid outages and in remote locations. UAV ARC™ will be deployed without the requirement for construction or electrical work.

 

  ·

Energy Storage – The global lithium-ion battery market size is projected to grow from USD 41.1 billion in 2021 to USD 116.6 billion by 2030; it is expected to grow at a CAGR of 12.3% from 2021 to 2030 according to MarketsandMarkets Analysis. We are living in an increasingly electrified world and more of the devices we rely on are no longer connected to a wall socket or any kind of utility connection. This untethering requires energy storage to be more energy dense and packaged in increasingly smaller and lighter formats. Physics dictates that the storage and release of electrical energy will create a thermal event. In extreme cases this has led to some well publicized fires. Our energy storage business unit creates high performance energy storage solutions used in electric vehicles, micro mobility, aviation, robotics, stationary storage and maritime applications. We believe that we are unique in the EV charging industry in that we have our own proprietary energy storage solutions. Our proprietary and patented passive thermal management, modular platform architecture, and scalable battery management systems (BMS), enhance safety and performance while extending battery life and reducing lifetime stored energy costs. We provide safe, scalable and high-powered energy storage solutions which have enabled electrified applications in many formats for Fortune 100 companies in the U.S and Internationally.

 

 

 

 

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Energy Security and Disaster Preparedness

 

Power outages cost the United States up to $200 billion per year according to the United States Department of Energy. Our products are fully sustainable and include battery energy storage that can be used during times of grid or hydrocarbon fueled generator failure or during public safety power shutoff (PSPS) as may be required in certain jurisdictions. Our primary focus in energy security is to ensure access to EV recharging infrastructure during grid failures, such as blackouts. As the adoption of EVs increases, it will be critical to have fuel (recharging) infrastructure that is not reliant on the utility grid with its centralized vulnerabilities. We have witnessed power outages in Texas due to cold weather, in California and New York due to hot weather and in other parts of the nation whenever inclement conditions such as high winds or flooding occur. California has also been susceptible to public safety power shutoffs (PSPS) to prevent fires during high wind events. There have been kinetic and cyber attacks on the grid and the U.S. government has evidence of intrusions by nefarious nation state actors. All of these events constitute significant vulnerabilities which are expensive, disruptive, inconvenient, and dangerous. As we electrify our transportation fleets, these events may become catastrophic. The U.S. has a Strategic Petroleum Reserve (SPR) to ensure that it never runs out of gasoline and diesel, but there is no strategic electric reserve. In fact, many markets are operating at capacity during peak events.

 

Beam’s products provide a hedge against grid failures. Our EV ARC™ and Solar Tree® provide locally generated and stored electricity and are a highly robust and secure source of power to EVs. We are engaged with government officials at every level to increase awareness of our products and the benefits they can bring to energy security. We are increasingly hearing suggestions that 25% of all EV charging infrastructure should be independent of the centralized grid. We believe that our products are uniquely positioned to fulfill this need. Our current contracts with California, Florida, New York City, and the Federal government through our General Services Administration (GSA) Multiple Award Schedule Contract should ideally position us to take advantage of what we believe will be a significant increase for the requirements of robust and sustainable EV charging infrastructure. The Biden administration has stressed increased commitment to:

 

  1. American made products
  2. Clean Energy
  3. Energy Security
  4. Electrified transportation
  5. Transportation infrastructure

 

We believe that our products are ideally suited to fulfill all of these requirements.

 

Outdoor Media Advertising

 

As the value of traditional advertising media such as television, radio, and print diminish, advertisers in the United States and abroad are looking for new outlets to capture the attention of consumers. The Company believes there is opportunity in the outdoor advertising space to place outdoor content on Beam’s infrastructure products. One objective is to sell advertising space on our products to a company, with the proceeds being used to fund the delivery of EV ARC™ systems. Beam’s current focus in the media space is selling sponsorship and naming rights to networks of EV ARC™ systems deployed across major cities, using a similar model to the Citibike program in New York City. In 2012, Citigroup Inc. paid $41 million for five years of naming rights on New York’s bike sharing program. Citibank extended the naming rights agreement for $70 million to cover the period from 2019 to 2024. Beam intends to replicate this model with our Driving on Sunshine network. Because EV ARC™ systems are highly visible, we believe that they are an ideal platform for sponsored deployments wherein networks of EV ARC™ systems are deployed and owned by us and monetized through sponsorship and naming-rights agreements with corporate sponsors who are eager to have their brands associated with the “Driving on Sunshine” network. Our products also create significant reductions in greenhouse gas and CO2 emissions which, we believe, can be used as a further inducement to encourage corporations to sponsor the networks as they may benefit from the carbon offsets generated by a network of EV ARC™ systems. We believe that the EV ARC™ will provide 20 years of service (we have had them operating in the field for almost a decade to date) and will create a long-term recurring revenue stream from sponsorships. We believe that our Driving on Sunshine network will become more valuable as more EVs are purchased and used by the public.

 

In 2020, the Company entered into a collaboration agreement with the City of San Diego to deploy our solar-powered EV charging infrastructure products across San Diego (Driving on Sunshine network) and we have engaged a consultant to identify potential sponsors to take advantage of this naming rights platform.

 

 

 

 

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Strategy

 

Target Markets

 

Beam’s target markets consist of several broad segments: state, municipal and federal governments and agencies, auto manufacturers, corporations, energy utility companies, universities, retail, hospitality and international markets. These segments can further be broken down into increasingly granular segments as different market opportunities are identified.

 

Beam’s largest customers include the U.S. Federal Government, including the United States Marine Corps, and many other federal agencies, the State of California, which is a conglomeration of California state agencies and municipalities, and the City of New York. The most attractive markets for Beam have been New York and California, but we are now seeing growing opportunities throughout the U.S.

 

The factors below have been considered in determining favorable markets for our products:

 

  · Political Factors. Political statements, mandates and laws supporting policy to reduce carbon emissions through the electrification of transportation. State and local governments focusing on the transportation industry and the electrification of fleet vehicles to reduce carbon emissions.

 

  · Economic Factors. The use of grants and incentives to advance the adoption of EVs and EV charging infrastructure. Regions with difficult, time consuming permitting and regulatory requirements and high construction costs.

 

  · Sociocultural Factors. High concentration of EV drivers and a cultural desire to be good stewards of the environment.

 

  · Technological Factors. Regions with good insolation, expensive energy costs, and poor or degraded air quality, and a lack of capacity or expensive upgrade requirements for their utility grid.

 

  · Consumer Products. Auto manufacturers are delivering more diverse and popular EV models such as Ford’s F150 Lightning, GM’s electric Hummer, Rivian’s RT1, Ford’s E Mustang and Kia’s EV6

 

Many of these factors have been important since the early days of EV adoption. Government tail winds are stronger than ever with many nations and states announcing the outright banning of gasoline and diesel vehicle sales during the next two decades. In the U.S., California has announced a ban starting in 2035 and the State of Washington has a ban starting in 2030, less than eight years away. In addition, automotive manufacturers have started production of electric vehicles which are more consistent with traditional car models that have been popular with U.S. consumers. Ford announced an all-electric F150 pickup truck, available in 2022. Since 1981, the F150 has been the most popular vehicle in the US and the top selling pickup truck for forty-two years in a row. The electric version of the F150 will have the same towing and payload capacity and will be able to accelerate from 0 to 60 mph in under four seconds. GM has announced an electric Hummer which will have 1000HP (compared to the gasoline version with 300HP) with a similar acceleration rate as the F150. A record number of new electric vehicles in the light-, medium- and heavy-duty categories will be coming to market in 2022.

 

We believe that the consumer will adopt EVs faster than many experts are predicting and that as a result, the requirement for growth in EV charging infrastructure will be more urgent than is currently forecasted or contemplated. We also believe that as the easiest (low hanging fruit) locations for grid-tied chargers are used up, the process of deploying traditionally installed and powered grid-tied EV chargers will become more expensive and time consuming. At the same time, we believe that we will continue to reduce the costs to produce our products and become faster at deploying them. During a period of significant and increasing demand, we believe that our scalability and rapid deployment will create a significant advantage for our products and our position in the market.

 

 

 

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Growth Strategy

 

The electric vehicle market is expected to grow at a rapid pace. According to Goldman Sachs, the EV infrastructure market is expected to receive $6 trillion in investments. Bloomberg forecasts 559M EVs on the road by 2040. In addition, General Motors has committed to only offer zero-emissions vehicles by 2035. California’s Governor has also issued an executive order that by 2035, all new cars and passenger trucks sold in California must be zero-emission vehicles. Massachusetts and New Jersey have followed suit and others are expected to follow. We currently operate in three rapidly growing markets: EV charging infrastructure, outdoor media advertising and energy security and disaster preparedness. Our products are being used in 29 U.S. states, 170 municipalities, three international countries, and the U.S. Virgin Islands in the Caribbean. We believe that our products have a global appeal and that we are only at a very early stage in the development of our sector. We believe that our strategic growth plan will enable us to increase our user base and revenues while increasing profitability. Our strategic growth plan includes:

 

  · Engaging government relations experts to educate decision makers on the value of our “Made in America” products.
     
  · Increase marketing efforts to educate potential customers.

 

  · Expanding our geographic footprint and customer base.

 

  · Increasing our gross margins by increasing production volumes, improving operating efficiencies and reducing the cost of materials and production.  

 

  · Increase leverage of outsourcing as our manufacturing process scales.

  

  · Expand our recurring revenue business.
     
  · Educate potential customers regarding federal and other government grants, investment tax credits, and other incentives available to our customers.

 

  · Capture market share of the electrified personal and public transportation space, which is at a nascent phase.

 

  · Continue to expand our Outdoor Media Business unit.

  

  · Continue to develop and innovate new products and building a strong IP portfolio.

 

Sales and Marketing

 

Beam utilizes a combination of an in-house sales team and outside consultants and sells through a direct sales and marketing channel, pairing customers with our sales specialists, or Clean Mobility Experts, to ensure their needs are met.

 

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Our sales process is heavily focused on educating prospective customers about our products. We have been heavily investing more in marketing materials and videos, and we have engaged a public relations firm to help us to educate the market. Beam uses research to identify potential customers, as well as contacts established through trade show events and in-bound calls. We also utilize a combination of regional and industry focused campaigns, nurturing campaigns, speaking opportunities, product demonstrations, press releases and social media (Facebook, Instagram, Twitter, and LinkedIn). Beam is, we believe, an industry leader in the sustainable EV charging infrastructure space, and we use our website and social media to highlight our innovative products and offerings.

 

The sale of our products often have long sales cycles due to the large capital expense and sophisticated nature of our products though we have observed a reduction in the length of certain sales cycles along with an increase in the number of units ordered recently. We believe this is attributable to an increase in awareness and acceptance of our products as well as an increase in the urgency surrounding the deployment of EV charging infrastructure. Sales often rely on bureaucratic processes and funding approval which can result in extended sales cycles. We also support our customers by identifying grants and the federal grant process to reduce the cost of their purchase.

 

Our products may be eligible for various tax and other incentives which can significantly reduce the out-of-pocket expense paid by a customer for our products. Examples of these incentives include:

 

  · Federal Solar Investment Tax Credit (ITC) (Section 48 of the tax code). This may provide a tax credit, which is currently at 26% of the amount of a solar energy system purchase.
     
  · Rule 179 Depreciation or Bonus Depreciation - allows our customers to accelerate depreciation of their solar energy system up to 100% of the cost of the system in the first year it is in service.
     
  ·

Rule 30 C is a tax credit of up to 30% of the cost of the EVSE

 

In addition, President Biden has made several commitments to the funding of clean energy and EV charging at the federal level and we believe the current administration will continue incentives for products such as ours in the future. Some of the federal and state funding programs include:

 

  · A federal infrastructure bill passed in November 2021 designated $7.5 billion for the deployment of 500,000 EV charging stations across the US, $5.0 billion of which will be made available under the new National Electric Vehicle Infrastructure (NEVI) Formula Program which is allocated to state transportation departments and an additional $2.5 billion is available in grant opportunities to help connect rural and marginalized communities to electric vehicles. The Federal Government released a guidance manual on how NEVI funds should be spent in the first quarter of 2022. A picture of Beam Global’s products was used to illustrate the front cover of that manual.

 

  · In January 2022, Governor Newsom presented the California Blueprint, which is his budget proposal that includes $6.1 billion for electric vehicle related initiatives.

 

We believe that because our products are rapidly deployed, enhance energy security and are made in America, that we are well positioned to benefit from these and other initiatives.

 

Major Customer Contracts

 

In 2021 and 2020, we had three major customer contracts, the State of California, the General Services Administration (GSA) Multiple Award Schedule (MAS) and Electrify America, LLC that accounted for a substantial portion of our revenue.

 

 

 

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Contract with the California Department of General Services. On June 12, 2015, our bid for solicitation was accepted by the California Department of General Services (the “California Contract”). The term of the California Contract was initially for one year with two extension options for one year. California elected to exercise both options to extend. In June 2018, the California Contract was renewed for up to four more years (two years with two additional one-year options), and its scope was expanded to include more of our products, including our EV ARC™ DC Fast Charging Electric Vehicle Autonomous Renewable Charger, with a California estimated value of over $20 million. In January 2021, the contract was extended through June 2022 and was expanded to be utilized by agencies across the U.S. The California Contract permits California state and local government agencies, including cities, counties, special districts, California State universities, University of California systems, K-12 school districts, and community colleges, to purchase EV ARCs™, ARC Mobility Trailers, and related accessories from us. We have sold 161 EV ARCsTM for a total of $11,187,513 through December 31, 2021, which includes 75 units totaling $5,097,631 in 2021.

 

GSA MAS Contract. This is a five-year contract effective as of November 1, 2020. It was awarded by the GSA following an extensive evaluation process. This contract simplifies the federal procurement process and ensures best pricing for our customers. We sold 23 EV ARCs through this contract totaling $1,853,374 in 2021.

 

Electrify America Contract. In October 2019, Beam responded to a Request for Proposal with Electrify America, a subsidiary of Volkswagen Group of America. On February 21, 2020, Beam was awarded a contract for 30 EV ARC units to be deployed in rural areas in central California. During the years ended December 31, 2021 and 2020, we recognized revenues totaling $1,833,698 for this contract. Beam continues to develop a business relationship with Electrify America.

 

Competitors

 

We do not compete with EV charging companies or utilities. In fact, we support the major EV charging product and service providers by factory integrating installing their products into ours prior to deployment. We have deployed ChargePoint, Blink, Enel, Electrify America and many other quality charging brands. We also do not compete with utilities who use our product as another tool to provide electricity, primarily for EV charging to their customers. We currently have six utility customers and anticipate that that number will grow as more utilities become engaged in EV charging and also in deploying distributed generation resources to enhance grid stability. We are not aware of other companies that provide an infrastructure product similar to ours, utilizing solar energy to power EV charging in a rapidly deployed and highly scalable construction-free format. We have responded to several competitively bid contracts issued by, for example, New York City, California, Florida and Massachusetts where we were the only responding company with products that met the specifications cited in the Request For Proposal. We do compete with a number of companies which are involved in the design, construction and installation of fixed grid-connected EV charging stations that depend on the utility grid for a source of power, and on the construction and civil and electrical engineering services for the installation of traditional infrastructure. Our challenge is to market our products to ensure that potential customers are aware of our product offering.

 

Competition in the solar renewable energy and EV charging industries is intense, and competition is fragmented among a wide variety of entities. Companies such as Schneider, Eaton, Enel X, and Bosch manufacture EV charging units but do not offer charging services. There are many companies which offer installation services for the EV charging market. They are typically electrical and general contracting companies as well as some larger project management firms such as Black and Veatch, Bechtel, CH2M Hill and AECOM. Companies such as ChargePoint (NYSE: CHPT) and Blink (NASDAQ: BLNK) offer EV charging services and hardware but not, typically, installation. Our EV ARC™ units incorporate whatever charger the customer wants, so in most cases, we are not competing with the charger company, but rather creating opportunities for them which they might not otherwise have had.

 

iSun, Inc. (Nasdaq: ISUN) offers an off-grid charging solution using solar power to charge batteries, but their product is not transportable, does not have solar tracking, does not fit in a standard parking space and requires permitting, construction and electrical work for its installation.

 

 

 

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Volta (NYSE: SNPR) is a San Francisco based EV charging company which derives revenue through the sale of advertising. Volta provides some free charging for EVs and are deployed in shopping malls and other similar locations. While they do not have solar-powered, rapidly deployed infrastructure solutions, their business model of using media revenue instead of EV charging fees most closely matches our media business model.

 

Many solar companies are now fixing EV chargers to their parking lot structures and some are offering packages combining solar rooftop installations and EV charger installations for the residential marketplace. These installations are almost always grid-tied, require construction and electrical work and do not include energy storage.

 

Another example of an entity which is providing free or discounted EV charging infrastructure is Electrify America, the EV charging provider is required to spend approximately $2 billion on EV charging infrastructure ($800 million in California) to satisfy the requirements of a settlement with the U.S. government. Electrify America is a customer of Beam and has used our products to assist in the deployment of their EV charging network.

 

We also face competition, to some extent, from entities which are offering free or discounted EV charging infrastructure to our prospective customers. Utilities such as the three large IOUs (investor-owned utilities) in California (SDG&E, PG&E, SCE) have successfully lobbied the California Public Utility Commission for permission to rate base the costs of installations of EV chargers. As a result, they can offer the installation, or “make readies” of electrical circuits and other civil infrastructure, for a lower price or in some instances for free, to certain customers. We are adding utilities to our customer base and have provided product to six utilities to date. We do not view utilities as long-term competition and instead view them as a significant opportunity as they increasingly add off grid solutions to their energy mix.

 

Where energy security is concerned, we view the competition from companies that produce generators and combined solar and storage solutions. Companies in this space range from small startup companies like Green Charge Networks to behemoths like General Electric and NEC. Siemens, Eaton, Schneider and other large electrical component companies are all also working on combined renewables/storage product solutions. We are in contact with all these companies and have not observed that any of them have a product which provides all the same value and differentiation that our EV ARC™ product delivers because our EV ARC™ systems are transportable, rapidly deployed and offer multiple layers of value beyond EV charging and emergency power. For example, during 2020, our EV ARC™ products were repurposed by our customers from customer locations to Covid-19 Emergency Pop-Up Centers to provide remote emergency power and EV charging.

 

Our competitive advantage over these other solutions includes:

 

  o Rapid deployability and scalability of our products. Our products offer a turnkey product solution that is manufactured in our facility and delivered to a customer and deployed in minutes. This compares with requiring an entire ecosystem involving the design, engineering, permitting and constructing of civil projects which requires engaging a company, or group of companies, including architects, civil engineers, electrical engineers, zoning specialists, consultants, general contractors, electrical contractors, and EVSE vendors. These grid-tied projects can take six months to two years to complete.
  o Lower total cost of ownership. Beam’s products are powered by renewable sources. As a result, there is no charge for on-going energy to power vehicles because our products do not generate a utility bill.
  o Ability to operate during blackouts and brownouts. In addition, most units provide an emergency power panel that can be used for emergency power to charge other devices and emergency equipment during outages. Typical grid-tied solutions fail during grid failures and do not provide a source of emergency power. Even those grid-tied solutions that have back up battery integration rely on the grid to charge their batteries. During prolonged grid failures, those systems fail while Beam products continue to operate.

 

 

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  o Because a grid connection is not required, Beam’s EV ARC™ can be located anywhere, including remote locations that are hard to connect to a grid. Most grid-tied chargers are deployed in locations where the utility grid is easy and inexpensive to connect to. Many EV drivers have experienced this when they find charging units behind supermarkets next to dumpsters. This is because the utility grid interconnection exists at the back of the store and as such that is the cheapest place to deploy. We believe that early adopters of EVs are more willing to make these sorts of concessions than mainstream consumers will be. We believe that in the future two impacts will drive the installation of EV chargers in more expensive and complicated locations where grid connection is concerned. First, the locations close to grid connections will be used first and second mainstream consumers will not be content with parking and charging in less convenient locations. Both impacts will drive the deployment of EV chargers in front of stores and other locations where people want to park. Those locations typically do not have readily available grid connections so the cost and complexity to bring the grid to the charger will increase dramatically. The cost and complexity to deploy our products will not increase and in fact, we believe that, like any other manufacturing company, our costs will decrease while our efficiency and deployment velocity increases.
  o Environmentally sound product using clean energy. Grid-tied chargers rely upon electricity, more than 60% of which is generated by burning fossil fuels. The electricity our products provide is 100% emissions free. Furthermore, the construction activities required to dig trenches, pour concrete and perform the other tasks related to the construction and electrical installation of a grid-tied charger are environmentally impactful and reduce the environmental benefits of EVs. Our products are deployed with minimal or no disruption or environmental impact making them a cleaner choice.
  o Beam products can be relocated which gives the customer the flexibility to move it if a job site changes or business needs change. Grid-tied installations are a permanent solution. Many of our customers operate in leased facilities. The transportability of our products means that a customer can remove them when a lease matures whereas grid-tied solutions become tenant improvements and a sunk investment.
  o BeamTrak™, our patented solar tracking solution which causes the solar array to follow the sun generating up to 25 percent more electricity than a fixed array, is a significant advantage for our products over any similar offering. Our unique ability to deliver 25% more driving miles to an EV from an off-grid solar installation is, we believe, a significant differentiator.
  o Our ability to continuously improve our product’s energy production while reducing costs means that while the grid-tied competition is stuck at a theoretical maximum amount of energy that can be delivered at a given location, our products have continued to deliver more power without costing more.
  o Beam offers a product that delivers DC fast charging solely from solar generation, which we have not seen in the market to date.

 

Manufacturing

 

We are headquartered in San Diego, California in a leased building of approximately 53,000 square feet professionally equipped to handle the significant growth possibilities we believe are in front of us. The facility houses our corporate operations, sales, design, engineering and product manufacturing. We are currently staffed for one shift, five days a week and believe that at that level we can produce approximately 260 EV ARC™ units per year. We also believe that with an expansion of human resources, capital investment, increased engagement of contract manufacturing and operating 3 shifts, seven days a week we could produce approximately 4,000 EV ARC™ units a year from our current facility. As a result of our recent acquisition, we now also lease an 18,000 sq/ft facility in Broadview Il where we produce our energy storage products for our own products and also for a variety of other customers who need energy storage solutions.

 

All of our products are currently designed, developed and manufactured in this facility. We have been able to reduce our costs and improve our quality by performing fabrication in-house. This also provides a good environment for improving the manufacturing process as well as for the development of new products. Many of our suppliers are local which allows for shorter lead times and lower transportation costs. The EV ARC™ product family requires no field installation work and is typically delivered to the customer site by us or by a third-party transportation company for a fee. We sell our Solar Tree® products as an engineered kit of parts to be installed by third parties employed by the buyer of the Solar Tree® kit.

 

We continually endeavor to reduce component costs and make production improvements in both our products and our processes to reduce our manufacturing costs, while maintaining the high quality for which we strive. As unit sales continue to increase, we anticipate that we will be able to spread our fixed overhead costs over more units, reducing the cost per unit.

 

 

 

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Customer Concentration

 

During 2021, 55% of our revenue was attributable to the state agencies and municipalities in the State of California.

 

Backlog

 

Our backlog at December 31, 2021 was $4.1 million, of which $3.9 million is deliverable within twelve months. Reported backlog represents firm purchase orders or contracts received by customers for deliveries scheduled in the future.

 

Government Regulation

 

Businesses in general are subject to extensive regulation at the federal, state, and local level. We are subject to extensive government regulation relating to employment, health, safety, working conditions, labor relations, and the environment in the course of the conduct of our business. In order for our customers to enable the installation of some of our products, they can be required to obtain permits from local and other governmental agencies. In the case of our grid-tied products, they must comply with the applicable rules and regulations of the relevant state public utility agencies. In order for our customers to take advantage of available tax and other governmental incentives associated with the installation of solar power production facilities, and the production and use or sale of solar power, they must comply with the applicable regulatory terms and conditions. Changes to new government regulations may have a material adverse impact on our business, operating results, and financial condition.

  

Employees

 

As of the date of this report, we have 86 employees, of which 8 are temporary employees. Most of the temporary employees are retained through a temporary employment agency to maximize our flexibility and to reduce the risks and costs associated with permanent employees. We believe our employee relations to be good. None of our employees are represented by a labor union or collective bargaining agreement.

 

 

ITEM 1A. RISK FACTORS.

  

You should carefully consider the following risk factors, in addition to the other information contained in this report on Form 10-K, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed. This report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

 

We have sustained recurring losses since inception and expect to incur additional losses in the foreseeable future. We were formed on June 12, 2006 and have reported annual net losses since inception. For our fiscal years ended December 31, 2021 and December 31, 2020, we experienced net losses of $6,596,039 and $5,213,025, respectively (reflects cash and noncash expenses under generally accepted accounting principles). Further, as of December 31, 2021, we had an accumulated deficit of $57,618,645. In addition, we expect to incur additional losses in the future, and there can be no assurance that we will achieve profitability. Our future viability, profitability and growth depend upon our ability to raise capital and successfully operate and expand our operations. We cannot assure that any of our efforts will prove successful or that we will not continue to incur operating losses.

 

 

 

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We may need to raise additional capital or financing to continue to execute and expand our business. We expect that the net proceeds from the public offering in 2020 will be sufficient to sustain our operations for at least the next twelve months, until we are able to generate positive cashflow through our operations. However, we may need to raise additional capital to fund investment in our business or if it takes longer than expected to achieve positive cashflow. We may be required to pursue sources of additional capital through various means, including sale and leasing arrangements, and debt or equity financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may have to reduce our operations accordingly.

 

We face risks related to COVID-19 which could significantly disrupt our manufacturing, research and development, operations, sales and financial results. Our business may be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the COVID-19 outbreak, and any other related adverse public health developments may cause disruption to our business operations and sales activities. Our employees, suppliers and customers have been and will continue to be disrupted by absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, delays on deliveries, or other travel or health-related restrictions. Depending on the magnitude of such effects on our manufacturing, or the operations of our suppliers, manufacturing and product shipments will be delayed, which could adversely affect our business, operations. In addition, COVID-19 or other disease outbreak will in the short-run, and may over the longer term, adversely affect the economies and financial markets within the U.S., resulting in an economic downturn that will affect demand for our products, impact our operating results, and have a negative impact on our stock price. There can be no assurance that any decrease in sales resulting from COVID-19 will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the COVID-19 outbreak on our business and operations has been minor, it remains uncertain, the continued spread of the COVID-19 or the occurrence of other epidemics may adversely impact our business, financial condition, operating results and cash flows. Because we provide energy and transportation resources which we believe are considered essential services, we are able to continue to produce and deliver products. However, it is possible that we will experience disruptions to our business operations resulting from quarantines, self-isolations, or other restrictions on the ability of our employees to perform their jobs that may impact our ability to manufacture and deliver products.

 

Our revenues are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers. We have a few large customers including the State of California’s Department of General Services and Electrify America, LLC that generated 38% and 2%, respectively, of revenues in 2021 and 6% and 30%, respectively, of revenues in 2020. We have a contract with the State of California which can be used by a diverse group of state and local agencies within the state or across the country for the purchase of our products. The receipt of orders under this contract has been irregular and can create fluctuation in our revenues. In addition, there is no obligation for this customer to purchase any additional units, or to renew the contract when it expires. The State of California contract will expire on June 23, 2022. We are in the process of renewing this contract with the state. If this customer significantly reduced their purchases or terminates their contract, our results of operations would be adversely affected.

 

Our revenue growth depends on consumers’ willingness to adopt electric vehicles. Our growth is highly dependent upon the adoption of electric vehicles (“EV”), and we are subject to a risk of any reduced demand for EVs. If the market for EVs does not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:

 

  · perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs;

 

  · the limited range over which EVs may be driven on a single battery charge and concerns about running out of power without access to sufficient charging infrastructure;

 

  · improvements in the fuel economy of the internal combustion engine;

  

  · the environmental consciousness of consumers;

 

  · volatility in the cost of oil and gasoline;

 

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  · consumers’ perceptions of the dependency of the U.S. on oil from unstable or hostile countries and the impact of international conflicts;

 

  · government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 

  · access to charging stations and consumers’ perceptions about convenience and cost to charge an EV; and

 

  · the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles.

 

The influence of any of these factors may negatively impact the widespread consumer adoption of EVs, which could materially adversely affect our business, operating results, financial condition and prospects.

 

We face intense competition, and many of our competitors have substantially greater resources than we do. We are not aware of other companies that provide a similar infrastructure product that we do, utilizing solar energy to power EV charging in a transportable product. However, we compete with traditional grid-tied charging stations. Our challenge is to market our products in the industry to ensure that potential customers in this industry are aware of our product offering. Competition in the solar renewable energy and EV charging industries is intense, and competition is fragmented among a wide variety of entities. We operate in a highly competitive environment that is characterized by price fluctuations and rapid technological change. Our competitors often have greater market recognition and substantially greater resources than we do. Competition for Request For Proposals, and in our market in general, may intensify in the future. Competitors may develop products based on new solar power technologies that may ultimately have costs similar to, or lower than, our projected costs. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share and our business and results of operations would be adversely affected.

 

The solar energy industry and in particular, as it is utilized for EV charging, is an emerging market that is constantly evolving and may not develop to the size or at the rate we expect. The solar energy industry, especially as it applies to EV charging, is an emerging and constantly evolving market. We believe the industry will take several years to fully develop and mature, and we cannot be certain that the market will grow at the rate we expect. Any future growth of the solar energy market in general, and for EV charging in particular, and the success of our products depend on many factors beyond our control. These factors include without limitation recognition and acceptance of EVs and EV charging products by customers and users, the pricing of alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and other incentives and our ability to provide our product offerings cost-effectively. If the markets for EV charging do not develop at the rate we expect, our business may be adversely affected.

 

Tariffs imposed pursuant to Section 201 of the Trade Act of 1974 could significantly and adversely affect our business, revenues, margins, results of operations, and cash flows. On January 23, 2018, the President of the United States issued Proclamation 9693, which approved recommendations to impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International Trade Commission (the “International Trade Commission”). Recently, we have purchased solar panels exclusively from one supplier who is exempt from these tariffs. However, additional tariffs were imposed on other products, including cells used in our batteries. It is possible that tariffs may increase the costs and restrict the supply of certain of our components, causing us harm. The imposition of tariffs is likely to result in a wide range of impacts on the targeted U.S. industries and the global market in general. Such tariffs, if our products or the parts we use to manufacture our products are ultimately determined to be subject to them, could result in significant additional costs to us. If we elected to pass such increase in costs on to our customers, they could cause a significant reduction in demand for our products. We currently have no plans to use modules which are subject to tariffs.

 

Existing regulations and policies and changes to these policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. The market for electric generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the electric utility industry in the United States and abroad, as well as policies adopted by electric utilities. Changes that make solar power less competitive with other power sources could result in a significant reduction in the demand for our products. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our products. Any new regulations or policies pertaining to our products may result in significant additional expenses to us, which could cause a significant reduction in demand for our solar power products.

  

 

 

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In high demand locations, the use of our products could exhaust their electricity supply on particular days, even with our storage batteries. Our solar products create and store electricity during daylight hours. While this process has generally been effective to meet daily EV charging and energy storage demand, it is possible that heavy charging could cause a power draw exceeding the onboard electricity generation and storage capacity. In such instances, except for our grid-connected products, the EV charger would have to recharge through solar energy replenishment or other direct outside charge before EV charging could resume.

 

Developments in alternative technologies or improvements in distributed solar energy generation may have a material adverse effect on demand for our offerings. Significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions, such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production, transmission and distribution, may have a material adverse effect on our business and prospects. Any failure by us to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products, decreased revenue and a loss of market share to competitors.

 

Defects or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face warranty, indemnity, and product liability claims arising from defective products. Although our products meet our stringent quality requirements, they may contain undetected errors or defects, especially when first introduced or when new generations are released. Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties, which can affect both the quality and the yield of the product. Any actual or perceived errors, defects, or poor performance in our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to our reputation, lost revenue, diversion of our engineering personnel from our product development efforts, and increases in customer service and support costs, all of which could have a material adverse effect on our business, financial condition, and results of operations.

 

We may be subject to product liability claims. If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects, or improper installation, then we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead to unfavorable market conditions for the industry as a whole and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

 

If we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position. The EV industry is characterized by rapid technological change. We do not manufacture the EV service equipment (EVSE) which connects to the EV, rather, we deliver power to other vendors’ EVSE products. As such, we believe that we are less prone to impacts caused by changes in EV technology. Nevertheless, if we are unable to keep up with changes in EV technology or the costs associated with such changes, our competitive position may deteriorate which would materially and adversely affect our business, prospects, operating results and financial condition. As technologies change, we plan to upgrade or adapt our EV products in order to continue to provide EV charging services with the latest technology.

 

If a third party asserts that we are infringing upon its intellectual property, it could be costly and time-consuming litigation, and our business may be harmed. The EV and EV charging industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets. Although we are not presently aware of any current or threatened third party intellectual property rights claims against the Company, there is a risk that the Company could face third party intellectual rights claims against its products and challenges to the validity or enforceability of its products and trademarks in the future which could harm our relationships with our customers, may deter future customers from subscribing to our services or could expose us to litigation with respect to these claims.

 

 

 

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The success of our business depends in large part on our ability to protect and enforce our intellectual property rights. We rely on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. We cannot assure you, however, that we will be successful in obtaining these patents, service marks or trademarks, or that these applications will not be challenged, that others will not attempt to infringe upon our rights, or that these filings will afford us adequate protection or competitive advantages. If we are unable to protect our rights to our intellectual property or if such property infringes on the rights of others, our business could be materially adversely affected.

 

The success of our business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment with us at any time, and we will need to hire additional qualified personnel. We rely heavily on the services of Desmond Wheatley, our chairman and chief executive officer, as well as other management personnel. The Compensation Committee is working with a compensation consultant to structure a long-term compensation plan to retain key employees, however, loss of the services of any such individuals would adversely impact our operations. In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage over many of our competitors. Our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel.

 

If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully execute our growth strategies. Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including technical personnel. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to secure and complete customer engagements and could harm our business.

 

We are exposed to various possible claims and hazards relating to our business, and our insurance may not fully protect us. Although we maintain modest theft, casualty, liability, cyber and property insurance coverage, along with worker’s compensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. In particular, we may incur liability if one or more of our other products are deemed to have caused a personal injury. Should uninsured losses occur, they would have a material adverse effect on our operating results, financial condition, and business performance.

 

We may face litigation in the future. As a manufacturer and seller of goods, we are exposed to the risk of litigation for a variety of reasons in addition to reasons relating to intellectual property rights, including product liability lawsuits, employee lawsuits, commercial contract disputes, government enforcement actions, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

 

The costs incurred by us to develop and manufacture our products may be higher than anticipated which could hurt our ability to earn a profit. We may incur substantial cost overruns in the development, manufacture, and distribution of products. Unanticipated costs may force us to obtain additional capital or financing from other sources and would hinder our ability to earn a profit. If we incur cost overruns, there is no assurance that we could obtain the financing or capital to cover them. If a greater investment in the business is required because of cost overruns, the probability of earning a profit or a return of the shareholders’ investment in Beam is diminished.

 

The equipment comprising our products currently charge at rates that are comparable to the average charging speed of competitors, but that may change in the future. Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges EVs at a Level II pace which is consistent with the majority of installed EV chargers in the U.S. To date, we have found that since most EV trips are relatively short and local, the standard EV ARC™ has satisfied consumer demand. Our EV ARC™ HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger can provide a DC Fast Charge, so we believe we can compete in that market. Nevertheless, the demand for faster EV charging may increase in the future, requiring us to adjust our marketing and sales strategies. There is no assurance that our equipment will remain competitive in the market in the future, causing possible customer complaints and claims, and the loss of sales in the future.

 

 

 

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Our Company depends on key suppliers. The Company sources its materials and components from a wide variety of vendors. They are standard off-the-shelf components, but these components differ between manufacturers in terms of their specifications and performance. If one of these components became unavailable, it could hinder our ability to operate profitably and have a material adverse impact on our operating results, financial condition and business performance. We would be able to secure supply from another source and incorporate it in our design, but it would require modifications which could impact product deliveries. For these components, we maintain adequate supply to mitigate any supply risk.

 

We have experienced technological changes in our industry. New technologies may prove inappropriate and result in liability to us or may not gain market acceptance by our customers. The industries in which we operate are subject to constant technological change. Our future success will depend on our ability to appropriately respond to changing technologies and changes in function of products and quality. If we adopt products and technologies that are not attractive to consumers, we may not be successful in capturing or retaining a significant share of our market. In addition, some new technologies are relatively untested and unperfected and may not perform as expected or as desired, in which event our adoption of such products or technologies may cause us to lose money.

 

Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the purchase and use of our products, which may significantly reduce demand for our products. Installation of a small number of our products is subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental protection regulation, utility interconnection requirements for metering and other rules and regulations. In particular, our new EV Standard™ product, designed to provide curbside EV charging through existing or newly installed street lampposts owned by municipalities and utilities, will require close cooperation with, and supervision by, local government agencies. We attempt to keep up-to-date about these requirements on a national, state, and local level, and must design systems to comply with varying standards. Certain cities may have ordinances that increase the cost of installation of our products. In addition, new government regulations or utility policies pertaining to power systems are unpredictable and may result in significant additional expenses or delays in the installation of our grid-connected products and, as a result, could cause a significant reduction in demand, especially for our EV Standard™ product.

 

Our media branding and advertising strategy may not result in a profitable operation of that segment of our business. We are able to equip our EV ARC™ and Solar Tree® platforms with digital advertising screens with content that can be controlled directly, and in some cases, remotely. We may also sell other forms of media across our product platforms, such as naming rights or sponsorship deals, as well as traditional fixed media. There is no assurance that the revenue model crafted for this capability will be successful or profitable or will not result in operating losses or rejection by government regulators or consumers. Sponsors and advertisers for the service may not materialize or be willing to pay the rates sought by us or our customers.

 

Our business is impacted by the availability to our customers of rebates, tax credits and other financial incentives, the reduction, elimination or uncertainty of which would reduce the demand for our products. Many states offer substantial incentives to offset the cost of solar power systems, battery storage systems and EV charging infrastructure. These incentives can take many forms, including direct rebates, state tax credits, system performance payments and Renewable Energy Credits (RECs). Moreover, the federal government currently offers a 30% tax credit for the installation of solar power systems and associated energy storage systems. There are additional federal grants available that encourage renewable investment. Businesses may also elect to accelerate the depreciation on their systems in the first year of ownership. Uncertainty about the introduction of, reduction in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to some of our customers, resulting in significant reductions in demand for our products from non-governmental customers, which would negatively impact our sales.

 

 

 

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Our business strategy may depend on the widespread adoption of solar power and EV charging technology. The market for solar power products is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we could be unable to generate enough revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of solar power technology include but are not limited to:

 

  · cost-effectiveness and efficiency of solar power technologies as compared with conventional and non-solar alternative energy technologies;

 

  · performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;

 

  · fluctuations in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;

 

  · continued deregulation of the electric power industry and broader energy industry; and

 

  · availability of governmental subsidies and incentives.

 

Compliance with new and existing environmental laws and rules is required. Compliance with new and existing environmental laws and rules could significantly increase construction and start-up costs for our customers, deterring customers from purchasing a small sub-set of our products and services. To install Beam’s Solar Tree® products, our customers may be required to obtain and comply with a number of permitting requirements. As a condition of granting necessary permits, regulators could make demands that increase our customers’ expected costs of construction and operations, in which case they may delay or cancel delivery of certain sub-sets of our products. Environmental issues, such as contamination and compliance with applicable environmental standards could arise at any time during the construction and operation of a customer’s project. If this occurs, it could require a customer to spend additional resources to remedy the issues and may delay or prevent construction or operation of the project. This is why we have focused on the development of autonomous infrastructure products which do not require construction for their deployment.

 

The success of our sales is dependent upon a continued need for renewable energy. The topic of alternative fuels has retained a significant status in the consciousness of the American people, but interest in developing and utilizing alternative fuels could wane unexpectedly at any time. If such interest were lost or if the demand for alternative fuels were to decrease substantially, the Company could encounter problems generating sufficient revenue to achieve or sustain profitability or meet its working capital requirements.

 

The success of our product offering may in some instances require the availability of locations provided by municipalities or private owners of real estate. Our ability to sell branding opportunities or licenses could be highly dependent on the availability of real estate to locate our product, or municipal approval for visible branding. We cannot assure that these rights will be available to us in the future or will be available on terms acceptable to us. The lack of availability of these rights could have a material adverse effect on our results of operations and financial condition in our media business unit. We may operate part of our business in which leasing or licensing agreements with venues or municipalities are necessary, so the long-term success of this aspect of our business could depend upon our ability to initiate such agreements and to renew these agreements upon their termination. We cannot assure that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues.

 

 

 

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Risks Relating to our Organization and our Common Stock

 

The Company was formerly a shell company. Because we merged with a non-operating shell company in 2010, our stock that is not registered with the SEC may become subject to certain additional restrictions if we fail in the future to stay current in our reporting requirements with the SEC.

 

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common shares and our ability to access the capital markets. Our common stock is listed on the Nasdaq Capital Market.  If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements, Nasdaq may take steps to delist our common stock. Such a delisting would have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities.  In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

 

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline and raising capital could be more difficult. Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could significantly decline, and our business and financial condition could be adversely affected. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could decline significantly.

 

We currently do not have manufacturing or purchasing systems in place to track inventory and purchasing transactions or a perpetual inventory system. The Company performs manual processes during the year to track and control our inventory and purchases. While these processes provide good results in determining inventory and cost of sales transactions, as we grow, it has become a very time-consuming process and could impact our ability to submit timely reporting. We plan to invest in new systems in 2022 to automate these functions. We intend to take certain remedial actions intended to address the identified material weakness in our internal control over financial reporting. However, we can give no assurance that such measures will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future.

 

 

 

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Our stock price may be volatile. The public market trading price of our common stock is likely to be highly volatile, may decline, and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:

 

  · changes in our industry;

 

  · competitive pricing pressures;

 

  · our ability to obtain working capital financing;

 

  · additions or departures of key personnel;

 

  · limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

 

  · sales of our common stock privately or in the public market, by us or by other shareholders;

 

  · our ability to execute our business plan;

 

  · operating results that fall below expectations;

 

  · loss of any strategic relationship;

 

  · adverse regulatory developments;

 

  · adverse economic and other external factors;

 

  · additional dilution of ownership because of the issuance of new securities by us, and period-to-period fluctuations in our financial condition or operating results.

  

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144 or issued upon the exercise of outstanding options or warrants, the market price of our common stock could decline because of or in anticipation of the selling pressure. The existence of anticipated sales, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.  

 

 

 

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTIES.

 

Our corporate headquarters are located at 5660 Eastgate Dr., San Diego, California 92121. We lease approximately 53,000 square feet of office and warehouse space pursuant to a five-year lease that extends through August 30, 2025, with two one-year renewal options.

 

ITEM 3. LEGAL PROCEEDINGS.

 

The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time. As of December 31, 2021, and the date of this report, the Company is not involved in any material litigation matters.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Our common stock is traded on the NASDAQ Capital Market under the symbol “BEEM.”

 

On March 23, 2022, there were approximately 220 holders of record of our common stock. Because some of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.

 

We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We can give no assurances that we will ever have excess funds available to pay dividends.

 

Recent Sales of Unregistered Securities

 

During the year ended December 31, 2021, we issued the securities described below without registration under the Securities Act.  Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Warrants to purchase 11,989 shares of the Company’s common stock were exercised for an aggregate of $120,419.

 

ITEM 6. Reserved.

 

 

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

OVERVIEW:

 

Beam develops, manufactures and sells high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy storage, energy security, disaster preparedness and outdoor media advertising.

 

The Company has designed five product lines that incorporate the same underlying proprietary technology and value for producing a unique alternative to grid-tied charging, having a built-in renewable energy source in the form of attached solar panels and/or light wind generator to produce power and battery storage to store the power. These products are rapidly deployable and attractively designed. Our product lines include:

 

  - EV ARC™ Electric Vehicle Autonomous Renewable Charger – a patented, rapidly deployed, infrastructure product that uses integrated solar power and battery storage to provide a mounting asset and a source of power for factory installed electric vehicle charging stations of any brand. The electronics are elevated to the underside of the solar array making the unit flood-proof up to nine and a half feet and allowing adequate space on the engineered ballast and traction pad which gives the product stability.

 

  - Solar Tree® DCFC – Off-grid, renewably energized and rapidly deployed, patented single-column mounted smart generation and energy storage system with the capability to provide a 50kW DC fast charge to one or more electric vehicles or larger vehicles.

 

  - EV ARC™ DCFC – DC Fast Charging system for charging EVs.

 

  - EV-StandardTM – patent issued on December 31, 2019 and still under development. A lamp standard, EV charging and emergency power product which uses an existing streetlamp’s foundation and a combination of solar, wind, grid connection and onboard energy storage to provide curbside charging.

 

  - UAV ARC™ - patent issued on November 24, 2020 and still under development. An off-grid, renewably energized and rapidly deployed product and network used to charge aerial drone (UAV) fleets.

 

We believe that there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement. Unlike grid-tied installations which require general and electrical contractors, engineers, consultants, digging trenches, permitting, pouring concrete, wiring, and ongoing utility bills, the EV ARC™ system can be deployed in minutes, not months, and is powered by renewable energy so there is no utility bill. We are agnostic as to the EV charging service equipment or provider and integrate best of breed solutions based upon our customer’s requirements. For example, our EV ARC™ and Solar Tree® products have been deployed with Chargepoint, Blink, Enel X, Electrify America and other high quality EV charging solutions. We can make recommendations to customers, or we can comply with their specifications and/or existing charger networks. Our products replace the infrastructure required to support EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.

 

We believe our chief differentiators for our electric vehicle charging infrastructure products are:

  

  · our patented, renewably energized products which dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional, utility grid tied alternatives;

 

  · our first-to-market advantage with EV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site;

 

  · our products’ capability to operate during grid outages and to provide a source of EV charging and emergency power rather than becoming inoperable during times of emergency or other grid interruptions; and

 

  · our ability to continuously create new and patentable inventions which are marketable and a complex integration of our own proprietary technology and parts, and other commonly available engineered components, creating a further barrier to entry for our competition.

 

 

 

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Our revenues increased from $6.2 million in 2020 to $9.0 million in 2021 primarily due to an investment in sales and marketing resources over the past two years. During the year ended December 31, 2021, product sales were generated from a wide variety of markets, including state and local government agencies, colleges, commercial businesses, utilities, and federal customers. Our contract with the State of California included a 52-unit EV ARCTM purchase to provide sustainable EV charging and emergency power for 12 state government agencies in California. In late 2020, we entered into a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments. We have also invested in our federal business channel by adding a federal lobbyist, a federal business development resource and a government relations employee. These resources have helped with language in legislature to include renewable charging instead of just grid-tied, to raise awareness of our product and to increase outreach with federal agencies. This resulted in several orders in 2021, including a 21-unit order from the US Marine Corps at 14 bases throughout the U.S. In addition, there is increased support for funding EV charging infrastructure on the state and federal level, as well as a number of federal grants available in addition to the Federal Solar Investment Tax Credit and Rule 179 accelerated depreciation which provide a strong financial incentive for many of our target customers. We expect the electric vehicle market to continue to experience significant growth over the next decade as supported by an expected 61 new electric vehicles launching in 2022 which will require additional EV charging infrastructure. We believe our products are uniquely positioned to benefit from this growth.

 

We made progress in our outdoor media advertising business during 2021 and entered into a collaboration agreement with the City of San Diego to deploy solar-powered EV charging infrastructure across the city. We are currently working with The Superlative Group, an industry leading consultant engaged in the selling of corporate sponsorships, and have identified several corporate sponsors for a global naming rights agreement to our network of EV ARC units. Superlative is compensated when they are successful in securing a sponsor for our Driving on Sunshine network. This business model can be replicated in other cities throughout the country. Our energy security business is connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency power during utility grid failures. Our state-of-the-art storage batteries installed on our EV chargers are immune to grid failures and provide another benefit for certain customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators.

 

We have begun development on our newest patented products - our EV StandardTM and UAV ARC™, which we expect will expand our product offerings with the same proprietary technology as our current products and allow us to expand into new markets.

 

Several contributing factors resulted in reporting a gross loss in both 2021 and 2020. We currently have a fixed overhead structure and facility that will support expected growth over the next several years. Until our revenues increase, we have underutilized capacity that adds a fixed cost burden to our margins. As we have increased our production volumes, we have increased our fixed overhead absorption which reduces our fixed overhead cost allocation per unit, as well as benefited from improved labor efficiencies and utilization and cost improvements by negotiating volume purchase discounts. We are also implementing lean manufacturing process improvements and making engineering changes to our product where we can benefit from cost reductions. Many of the components that we integrate into our products are manufactured by others. This is consistent with our strategy to take advantage of the investment by large and well-funded organizations in the improvement of various components and sub-assemblies which we integrate into our final product. We experienced cost increases on many of our components in 2021, most notably our steel cost, which we believe to be largely a temporary increase brought on by supply chain issues resulting from plant closures and staffing shortages brought on by the Covid-19 virus. As those costs begin to come back down, and other components such as battery cells and solar panels continue to decrease in cost precipitously in the coming months and years, we expect to see a reduction in the cost of our bill of materials. Batteries are the highest cost contributor to our bill of materials, but with the March 2022 purchase of AllCell Technologies, LLC, a lithium-ion battery manufacturer, we expect those costs to be significantly reduced. We are in the process of identifying certain components and sub-assemblies which we manufacture or assemble in-house for which we intend to seek outsourced contracted manufacturing expertise. We believe that outsourcing certain components and sub-assemblies will further reduce our costs, increase our gross margins, and significantly increase the potential output from our factory. We expect to see a significant increase in the demand for electric vehicle charging infrastructure and as such we do not anticipate significant pricing pressure on our products. The combination of this increase in demand for electric vehicle charging infrastructure and our revenues, and the cost cutting measures described above lead us to believe that we will see significant improvement in our gross margins in the near future.

 

 

 

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Critical Accounting Policies

 

Please refer to Note 1 in the financial statements for further information on the Company’s critical accounting policies which are summarized as follows:

 

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 doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, 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.

 

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.

 

Impairment of Long-lived Assets. The Company accounts for long-lived assets in accordance with the provisions of Accounting Standards Codification (“ASC”) 360-10-35-15 “Impairment or Disposal of Long-Lived Assets,” which requires that long-lived assets and certain identifiable intangibles be 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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

Revenue Recognition. Beam follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle 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 30-45 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.

 

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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 are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to 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 30-45 day period.

 

The Company has a policy of recording sales incentives as a contra revenue.

 

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of 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.

 

Sales tax is recorded on a net basis and excluded from revenue.

 

The Company generally provides a standard one-year warranty on its 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. 

 

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, which are included in inventory prior to a sale, as cost of revenues. The Company further includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues.

 

Results of Operations

 

Comparison of Results of Operations for Fiscal Years Ended December 31, 2021 and 2020

 

Revenues. For the year ended December 31, 2021, our revenues were $9,001,751 compared to $6,210,350 for the same period in 2020, an increase of $2,791,401 or 45% which was driven by sales volume. Revenues for the year ended December 31, 2021 included the sale of 118 EV ARC™ units including the delivery of most of the 52 units ordered by the State of California. Sales to federal agencies also grew in 2021, including a 21-unit order from the U.S. Marine Corps. This is further supported by a federal infrastructure bill that was passed in November 2021 that designates $7.5 billion for the nationwide deployment of 500,000 EV charging stations and $6.1 billion for electric vehicle related initiatives in Governor Newsom’s California budget proposal. We are currently engaged in a contract renewal process with the State of California’s Department of General Services. In addition, we continue to see an increase in repeat orders and multiple unit orders compared to any prior year. During 2020, we experienced some delays in customers placing orders as a result of the COVID-19 pandemic, but this improved as we moved into 2021. Revenues for the year ended December 31, 2020 included the sale of 69 EV ARC™ units including 29 units to Electrify America for deployment in California, as well as to various municipalities, colleges, utilities and federal agencies. It also included the sale of three Solar Tree® systems and an EV ARC™ DC fast charging system for a rest stop in California. During fiscal 2021, we invested in sales and marketing employees, resources and programs to raise awareness of the benefits and value of our products. The receipt of orders may continue to be uneven due to the timing of customer approvals or budget cycles, however we believe that as EV adoption increases in concert with increased availability of infrastructure funding, our business will be less impacted by specific variations in order timing.

 

 

 

 

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Gross Loss. For the year ended December 31, 2021, we had a gross loss of $971,644 compared to a gross loss of $710,974 for the same period in 2020. Gross loss as a percentage of revenue decreased to 10.8% for the year ended December 31, 2021, compared to 11.4% for the same period in 2020. As a result of the increase in production levels in 2021 compared to 2020, we benefited from an increase in fixed overhead absorption. We have also implemented certain design changes and value engineering on our EV ARCTM which streamlined the manufacturing process and reduced material and labor costs in the latter part of the year. We are implementing lean manufacturing process improvements which resulted in some labor efficiency improvements and increased our output to allow us to meet production demand. These cost improvements were offset by increases in material costs, especially for steel and batteries, due to the Covid-19 pandemic and resulting inflationary pressures. Shipping costs have increased globally as well which has increased our delivery costs. However, we made some changes to our shipping practices in the second half of 2021 to minimize the use of third-party logistics companies, which helped to mitigate some of the increased cost. We expect our cost per unit to continue to decrease as we expect to see material costs return to normalcy post pandemic. We also acquired a lithium-ion battery manufacturer, AllCell Technologies, LLC in March 2022, which should significantly reduce the cost of the batteries in our units. In addition, as we expect the Company to grow in 2022 and beyond, we expect our fixed overhead absorption to continue to improve.

 

Operating Expenses. Total operating expenses were $5,627,674 for the year ended December 31, 2021 compared to $4,496,660 for the same period in 2020, a 25% increase. Our operating expense decreased as a percentage of sales from 72.4% of sales in 2020 to 62.5% of sales in 2021. The increase was primarily due to $573,235 for increased sales and marketing expense to support revenue growth, $98,975 for research and development increased headcount to support development projects, $86,926 for increased directors and officers insurance premiums, $77,683 for increased costs related to the 2021 annual shareholder meeting, $56,781 for increased accountant fees, $55,696 for building repairs, $32,834 for increased director cash compensation, $32,575 for legal fees and $116,309 of other net increases.

 

Income Tax Expense. Our tax expense for the year ended December 31, 2021 related to minimum taxes due, primarily for the California Franchise Tax Board. We did not incur any federal tax liability for the years ended December 31, 2021 or December 31, 2020 because we incurred operating losses for tax purposes in these periods. 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. Due to continuing losses, recoverability is not considered likely and as such we have provided a valuation allowance which will remain until the Company becomes profitable in an adequate amount that it becomes likely the deferred tax assets can be recovered.

 

Other Income and Expense. Interest income decreased by $6,844 in the year ended December 31, 2021 due to lower interest rates. Interest expense decreased from $11,893 for the year ended December 31, 2020 to $498 for the year ended December 31, 2021 due to the repayment of debt in 2020.

 

Liquidity and Capital Resources

 

At December 31, 2021, we had cash of $21,948,512, compared to cash of $26,702,804 at December 31, 2020. We have historically met our cash needs through a combination of proceeds received from private and public offerings of our securities and loans. Our cash requirements are generally for operating activities.

 

Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:

 

   December 31,
   2021  2020
Cash provided by (used in):          
Net cash used in operating activities  $(6,406,707)  $(4,138,138)
Net cash used in investing activities  $(582,141)  $(358,901)
Net cash provided by financing activities  $2,234,556   $27,350,387 

 

 

 

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For the year ended December 31, 2021, our cash used in operating activities was $6,406,707 compared to $4,138,138 for the year ended December 31, 2020. Net loss of $6,596,039 for the year ended December 31, 2021 was increased by $1,312,113 of non-cash expense items that included depreciation and amortization of $92,775, common stock issued for services for director compensation of $742,285, non-cash compensation expense related to the grant of stock options of $444,713 primarily due to an increase in the stock price in the year ended December 31, 2021, and $32,340 for amortization of operating lease right of use asset. Further, cash used in operations included an increase in accounts receivable of $2,040,783 due to a strong fourth quarter revenue in 2021 compared to 2020, $485,961 increase in inventory due to inventory purchases to support increased sales activity and $34,569 decrease in sales tax payable for California Q4 2021 shipments. Cash provided by operations included a decrease in prepaid expenses and other current assets of $141,199, an increase in accounts payable of $815,950 due to inventory purchases, $335,121 increase in accrued expenses primarily due to compensation related accruals at the end of the year and $146,262 for an increase in deferred revenue.

 

Our operating activities resulted in cash used in operations of $4,138,138 for the year ended December 31, 2020. Net loss of $5,213,025 for the year ended December 31, 2020 was increased by $1,208,504 of non-cash expense items that included depreciation and amortization of $40,952, common stock issued for services for director compensation of $458,924, non-cash compensation expense related to the grant of stock options of $722,549 primarily due to an increase in the stock price in the quarter ended December 31, 2020, amortization of debt discount of $5,990, offset by $19,911 for amortization of operating lease right of use asset. Further, cash used in operations included an increase in accounts receivable of $1,021,937 due to a strong fourth quarter revenue in 2020 compared to 2019, an increase in prepaid expenses and other current assets of $385,895 primarily due to warrants that were exercised but the payment was pending, and $220,417 for the payment of a convertible note to a related party for deferred compensation. Cash provided by operations included a reduction of inventory of $1,060,614, an increase in accounts payable of $242,900 due to inventory purchases to support Q4 2020 shipments, $86,452 increase in accrued expenses, $85,917 increase in sales tax payable for California Q4 2020 shipments, $13,880 for an increase in deferred revenue, and $4,869 for a decrease in deposits.

 

Cash used in investing activities in the year ended December 31, 2021 included $83,871 to fund patent related costs and $498,270 to purchase equipment, primarily for production and transportation. The year ended December 31, 2020 included $93,137 to fund patent related costs and $265,764 to purchase equipment, primarily for transportation equipment and a forklift truck.

 

In 2021, cash generated by our financing activities included $2,854,223 from the exercise of warrants and $10,706 from the exercise of stock options, offset by $630,373 used to cover payroll taxes for cashless stock option exercises. In 2020, cash generated by our financing activities included $18,999,675 in proceeds from the issuance of common stock pursuant to a public offering and $9,926,858 from the exercise of warrants, offset by the funding of equity offering costs of $1,566,852 and the payment of an auto loan.

 

Current assets decreased to $27,566,820 at December 31, 2021 from $29,903,431 at December 31, 2020, primarily due to a $4,754,292 decrease in cash, offset by a $2,040,783 increase in accounts receivable. Current liabilities increased to $2,955,010 at December 31, 2021 from $1,770,400 at December 31, 2020, primarily due to an increase in accounts payable for purchases of inventory to support the increased sales forecast and an increase in accrued expenses driven by accrued compensation costs at December 31, 2021. As a result, our working capital decreased to $24,611,810 at December 31, 2021 compared to $28,133,031 at December 31, 2020.

 

In May 2020, the Company received a Small Business Administration Payroll Protection Plan loan for $339,262 for protection against potential impact from the COVID-19 virus which was repaid with interest in November 2020.

 

The Company has been focused on marketing and sales efforts over the past two years to support an increase in revenues. While we did see a 45% increase in revenues in 2021 compared to 2020, the Company has still not earned a gross profit on its sale of products. However, the revenue growth in the quarter ended December 31, 2021 was 59% over the prior year and the gross loss improved by 37% primarily as a result of the increased fixed overhead absorption. Management has made several design changes and process improvements in our manufacturing operations in 2021 as well which has helped to increase labor efficiency and reduce costs. At the same time, supply chain issues related to the COVID-19 virus has caused an increase in certain of our material costs, most notably in steel purchases, which has offset some of the improvements made. However, we believe that we will continue to improve our gross profit as our revenues grow. Management believes that with increased production volumes that we believe are forthcoming, efficiencies will continue to improve, and the fixed overhead cost per unit will decrease. In addition, our suppliers believe that costs that have increased this past year should start to come back down in the later part of 2022. This should result in increasing gross profits on the EV ARC ™ and Solar Tree® products in the future.

 

 

 

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The Company may be required to raise capital from the private or public issuance of its securities or debt instruments until it achieves positive cash flow from its business, which is predicated on increasing sales volumes and the continuation of production cost reduction measures. The Company has 519,658 warrants remaining at December 31, 2021, which could potentially generate an additional $3,273,845 of proceeds over the next 2.3 years, depending on the market value of our stock and the warrant holders’ ability to exercise them. The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products.  Management cannot currently predict when or if it will achieve positive cash flow.

 

On March 4, 2022, the Company completed an acquisition of AllCell Technologies, LLC (“AllCell”), a leader in energy storage solutions. This strategic acquisition is expected to increase and diversify our Company’s revenue, gross profitability, manufacturing capabilities, intellectual portfolio and customer base. The Company purchased substantially all of the assets and business of AllCell for 1,055,000 shares of Beam Common Stock (“Closing Consideration”) (on the closing date, based on the closing price of the Beam Common Stock of $13.61, such shares had a value of approximately $14.4 million) plus an additional $911,711 in cash for the net working capital of primarily inventory held by AllCell at closing. In addition to the cash paid at closing of $911,711, the Purchase Agreement requires a capital investment of not less than $1,500,000 of equipment to be used for the business. The maximum aggregate amount of shares of Common Stock that Buyer will issue to Seller for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares.

 

Management believes that evolution in the operations of the Company may allow it to execute on its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and independent sales channels, continued management of overhead costs, increased overhead absorption resulting from revenue growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the maturation of certain long sales cycle opportunities. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to if or when the Company will be able to achieve those operating objectives.

 

Capitalization

 

On April 18, 2019, the Company closed an underwritten public offering with Maxim Group LLC (“Maxim”), as representative for the several underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 2,000,000 units with each unit consisting of one (1) share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock at an exercise price equal to $6.30 per share (the “Warrants”). In addition, the Company granted the Underwriters a 45-day option to purchase up to 300,000 additional shares of Common Stock, or Warrants, or any combination thereof, at the public offering price to cover over-allotments, if any. The Common Stock and the Warrants were offered and sold to the public (the “Offering”) pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-226040), filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 2, 2018, as amended, which became effective on April 15, 2019, and a related registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering price to the public was $6.00 per unit and the Underwriters purchased 2,000,000 units. In addition, the Underwriters purchased 300,000 Warrants for $3,000 upon the exercise of the Underwriters’ over-allotment option. The Company received gross proceeds of approximately $12,003,000, before deducting underwriting discounts and commissions and estimated offering expenses.

 

Concurrent with the offering, the Company effected a one-for-fifty reverse split of its issued and outstanding common stock (the “Reverse Stock Split”) and reduced the number of authorized shares of common stock from 490,000,000 to 9,800,000. No fractional shares were issued as a result of the Reverse Stock Split. Fractional shares were rounded up or down to the nearest whole share, after aggregating all fractional shares held by a stockholder, resulting in the issuance of 187 round-up shares. Any stockholder holding less than 24 shares of Common Stock on a pre-reverse stock basis were paid in cash for such fractional share of Common Stock, which totaled $171.

 

On May 15, 2019, the Company closed the Underwriters Second Over-Allotment partial exercise option to purchase 200,000 shares of Common Stock at $5.99 per share (the "Second Over-Allotment Exercise") for additional gross proceeds of $1.198 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company, pursuant to and in compliance with the terms and conditions of the previously announced April 16, 2019 Underwriting Agreement and Offering.

 

 

 

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The Company filed a “shelf” registration statement on Form S-3 and an accompanying prospectus with the Securities and Exchange Commission on May 26, 2020. On July 7, 2020, the Company closed an underwritten public offering issuing 1,393,900 shares, with a public offering price of $8.25 per share, generating approximately $10.5 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

On November 27, 2020, the Company closed a second underwritten public offering issuing 250,000 shares, with a public offering price of $30.00 per share, generating approximately $6.9 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

  

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements required by this item begin on page F-1 with the index to financial statements followed by the financial statements.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

At the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below under “Management’s Report on Internal Control Over Financial Reporting”. Since the type of material weakness identified below have a pervasive effect across the inventory transaction cycle, management has determined that these circumstances constitute material weakness that therefore affects disclosure controls and procedures.

 

 

 

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Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

During the period covered by this filing, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls over financial reporting. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, we do not yet have sufficient internal controls over financial reporting and procedures to ensure that all the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

 

We identified the following material weakness which existed as of December 31, 2021:

 

  · The Company currently does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory.
  · The Company performs manual processes during the year to track and control inventory transactions, apply labor and overheads to inventory and to perform a wall-to-wall physical inventory at the end of the year to confirm the ending inventory balance and valuation. While these processes provide good results in determining inventory and cost of sales transactions, as we grow, it has become a very time-consuming process and could impact our ability to submit timely reporting. A manufacturing system will also provide better management tools to analyze and plan production. This will avoid over-purchasing or shortages of inventory. We plan to implement a manufacturing and purchasing system during fiscal 2022.

 

Since these controls have a pervasive effect across the inventory transaction cycle, management has determined that these circumstances constitute a material weakness, based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 and as a result, we did not maintain effective internal control over financial reporting as of December 31, 2021.

 

No Attestation Report by Independent Registered Accountant

 

The effectiveness of our internal control over financial reporting as of December 31, 2021 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

 

Changes in Internal Controls Over Financial Reporting

 

During the quarter ended December 31, 2021, we continued to implement stronger manual processes. Our annual year-end wall-to-wall inventory process was improved over prior years. We still utilized spreadsheets to track our inventory counts and valuation, but our processes were improved to reduce the time required and the accuracy of the count. In October, we hired a Director of Operations who implemented improved warehouse organization, inventory procedures, order processing and more to add stronger processes and strengthen our controls. In late December, we also hired an experienced electro-mechanical assembly supervisor who will add oversight and process improvements to our inventory and manufacturing processes going forward. In addition, we hired a seasoned financial controller with accounting expertise to the Company to help insure we meet our closing timeline and assist in testing our manual controls. With these resources in place, we intend to implement a new Enterprise Resource Planning (ERP) system.

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

None.

 

 

 32 

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The information required by Item 10 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end or will be included in an amendment to this Form 10-K.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The information required by Item 11 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or will be included in an amendment to this Form 10-K.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The information required by Item 12 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or will be included in an amendment to this Form 10-K.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

The information required by Item 13 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or will be included in an amendment to this Form 10-K.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

The information required by Item 14 will be incorporated herein by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or will be included in an amendment to this Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 33 

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

1. Financial Statements

 

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this annual report.

 

2. Financial Statement Schedules

 

None

 

3.

Exhibits

 

The following exhibits are included with this filing:

 

        Incorporated by Reference    

Exhibit

Number

   Exhibit Description   Form   File No.   Exhibit  

Filing

Date

  

Filed

Herewith

                         
1.1   Underwriting Agreement   8-K   001-38868   1.1   4/18/2019    
                         
1.2   Underwriting Agreement, dated July, 2020   8-K   000-53204   1.1   7/6/2020    
                         
1.3   Underwriting Agreement, dated November 23, 2020   8-K   000-53204   1.1   11/27/2020    
                         
2.1   Asset Purchase Agreement By and Between Beam Global and AllCell Technologies, LLC dated February 16, 2022   8-K   001-38868   10.1   2/23/2022    
                         
3.1   Articles of Incorporation   SB-2   333-147104   3.1   11/2/2007    
                         
3.2   Amendment to Articles of Incorporation dated December 23, 2016   S-1/A   333-226040   3.1.2   4/4/2019    
                         
3.3   Certificate of Change to Articles of Incorporation dated April 11, 2019   8-K   001-38868   3.1   4/18/2019    
                         
3.4   Certificate of Amendment to Articles of Incorporation dated September 14, 2020   8-K   000-53204   3.1   9/14/2020    
                         
3.5   Bylaws of Registrant   SB-2   333-147104   3.2   11/2/2007    
                         
3.6   Amendment to Bylaws   8-K   000-53204   10.2    7/16/2014    

 

 

 

 34 

 

 

4.1   Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.   10-K   001-38868   4.1   3/30/2020    
                         
4.2   Form of Warrant issued to SFE VCF, LLC   8-K   000-53204   10.5   9/22/2017    
                         
4.3   Form of Investor Warrant   S-1   333-226040   4.2   4/11/2019    
                         
4.4   Warrant Agency Agreement by and between Envision Solar International, Inc. and Corporate Stock Transfer, Inc.   8-K   001-38868   4.2   4/18/2019    
                         
4.5   Form of Representative Warrant   8-K   001-38868   4.1   4/18/2019    
                         
4.6   Form of Warrant issued to bridge lender on August 27, 2018    8-K   001-38868   10.3   8/31/2018    
                         
4.7   Form of Warrant for Bridge Refinance Convertible Secured Promissory Note   S-1   333-226040   4.6   3/25/2019    
                         
10.1*   2011 Stock Incentive Plan of Envision Solar International, Inc., dated as of August 10, 2011    10-Q   001-38868   4.1   8/15/2011    
                         
10.2*   Form of Restricted Stock Agreement   10-Q   001-38868   10.3   11/14/2019    
                         
10.3*   Form of Stock Option Agreement   10-Q   001-38868   10.4   11/14/2019    
                         
10.4   10% Subordinated Convertible Promissory Note, dated December 17, 2009, issued to John Evey   8-K   000-53204   10.21   2/12/2010    
                         
10.5   Amended and Restated 10% Subordinated Convertible Promissory Note, dated as of December 31, 2010, issued to John Evey   8-K   000-53204   10.22   2/12/2010    
                         
10.6*   Employment Agreement by and between Envision Solar International, Inc. and Desmond Wheatley, effective as of January 1, 2016   8-K   000-53204   10.1   10/20/2016    
                         
10.7*   Amendment to Employment Agreement for Desmond Wheatley, effective as of January 1, 2016    S-1   333-226040   10.30   9/24/2018    
                         
10.8*   Amendment to Employment Agreement for Desmond Wheatley, effective as of January 1, 2021   8-K   000-53204   10.1   2/12/2021    
                         
10.9   Revolving Convertible Promissory Note, dated September 18, 2017   8-K   000-53204   10.1   9/22/2017    

 

 

 

 35 

 

 

10.10   Convertible Secured Promissory Note, dated September 18, 2017   8-K   000-53204   10.2   9/22/2017    
                         
10.11   Security Agreement -Purchase Order Financing, dated September 18, 2017   8-K   000-53204   10.3   9/22/2017    
                         
10.12   Security Agreement – Convertible Secured Promissory Note, dated September 18, 2017   8-K   000-53204   10.4   9/22/2017    
                         
10.13   Promissory Note for bridge loan, dated August 27, 2018   8-K   001-38868   10.1   8/31/2018    
                         
10.14   Securities Purchase Agreement for the bridge loan, dated August 27, 2018   8-K   000-53204   10.2   8/31/2018    
                         
10.15*   Promissory Note for Deferred Compensation of Desmond Wheatley, dated effective January 15, 2016   S-1   333-226040   10.31   9/24/2018    
                         
10.16   Amendment to Promissory Note with SFE VCF, LLC, dated December 1, 2018     S-1   333-226040   10.35   3/25/2019    
                         
10.17*   Offer letter to Katherine H. McDermott, dated July 12, 2019   8-K   001-38868   10.1   7/23/2019    
                         
10.18*   Separation Agreement for Chris Caulson dated as of July 23, 2019   10-Q   001-38868   10.2   8/14/2019    
                         
10.19*   Change in Control Severance Benefit Plan   8-K   000-53204   10.2   2/12/2021    
                         
10.20   Lease Agreement – 5660 Eastgate Dr.   10-Q   000-53204   10.1   11/12/2020    
                         
10.21   2021 Beam Global Equity Incentive Plan   8-K   001-38868   10.1   6/14/2021    
                         
23.1   Consent of Independent Registered Public Accounting Firm (RSM US LLP)                   X
                         
23.2   Consent of Independent Registered Public Accounting Firm (Salberg & Company, P.A.)                   X
                         
31.1   Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X
                         
31.2   Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X

 

 

 

 

 

 36 

 

 

32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                   X
                         
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                   X
                         
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)                   X
                         
101.SCH   Inline XBRL Taxonomy Extension Schema Document                   X
                         
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document                   X
                         
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document                   X
                         
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document                   X
                         
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document                   X
                         
104   Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).                   X

 

 

* Indicates a management contract or compensatory plan or arrangement

 

ITEM 16. FORM 10-K SUMMARY

 

Not applicable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 37 

 

 

Beam Global

Index to Financial Statements

 

 

  Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID 49 (2021)) (PCAOB ID 106 (2020)) F-2
Balance Sheets at December 31, 2021 and 2020 F-5
Statements of Operations for the Years Ended December 31, 2021 and 2020 F-6
Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020 F-7
Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F-8
Notes to Financial Statements F-9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-1 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Stockholders and the Board of Directors of Beam Global

 

 

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Beam Global (the Company) as of December 31, 2021, the related statements of operations, changes in stockholders’ equity and cash flows, for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

 

/s/ RSM US LLP

 

We have served as the Company's auditor since 2021.

 

Los Angeles, California

 

March 31, 2022

 

 

 

 

 F-2 
 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders of:

Beam Global

 

Opinion on the Financial Statement

 

We have audited the accompanying balance sheet of Beam Global (the “Company”) as of December 31, 2020, the related statement of operations, changes in stockholders’ equity, and cash flow, for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the 2020 audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 

 

 

 

 F-3 

 

 

Analysis of Liquidity and Going Concern

 

As summarized in Footnote 2 “Liquidity” to the financial statements, the Company has a history of net losses and net cash used in operating activities and believes such conditions will continue for a period of time into the future. These are considered adverse conditions or events that led management to consider whether there is substantial doubt about the ability of the entity to continue as a going concern for a reasonable period of time.

 

However, management believes that cash raises through public offerings both in 2019 and 2020 which created a cash balance and positive working capital alleviates the substantial doubt related to going concern and the need for a going concern risk disclosure.

 

We identified the going concern risk analysis as a critical audit matter. Auditing management’s going concern analysis including their process to develop the analysis and the projections of future cash flows, operating trends, and assessments of internal and external matters that may affect the Company’s future operations and cash flows involved a high degree of subjectivity. Additionally, auditing management’s plans to address the going concern risk involved highly subjective auditor judgment.

 

The primary procedures we performed to address this critical audit matter included (a) Assessed the reasonableness of management’s process for developing their assessment of whether a going concern risk exists, (b) Assessed the reasonableness of assumptions management used in their future cash flow projections including comparison to prior year results, consideration of positive and negative evidence impacting management’s forecasts, and consideration of the Company’s financing arrangements in place as of the report date, (c) Developed our own independent calculation of expected source and use of funds and needs of the Company over the one year period from the date of issuance of the financial statements, (d) confirmed cash balances as of December 31, 2020 with the banks and tested management’s bank reconciliations, (e) Identified management’s plans for dealing with the adverse conditions and events discussed above and assessed the reasonableness of the assumptions of such plans, (f) Assessed whether it is probable that management’s plans, when implemented, will mitigate the adverse effects of the conditions and events discussed above, (g) Concluded whether substantial doubt exists as to whether the Company can continue as a going concern for a period of one year after the financial statements are issued and (h) considered the effect of such conclusion on the financial statement disclosures and our report of independent registered public accounting firm. We agreed with management’s assessment that the going concern risk is alleviated and a liquidity footnote would be sufficient.

 

 

/s/ Salberg & Company, P.A.

 

SALBERG & COMPANY, P.A.

We had served as the Company’s auditor from 2008 through March 31, 2021.

Boca Raton, Florida

March 30, 2021

 

 

 F-4 

 

 

Beam Global

Balance Sheets

  

       
   December 31,
   2021  2020
       
Assets          
Current assets          
Cash  $21,948,512   $26,702,804 
Accounts receivable   3,827,254    1,786,471 
Prepaid expenses and other current assets   180,194    321,393 
Inventory   1,610,860    1,092,763 
Total current assets   27,566,820    29,903,431 
           
Property and equipment, net   650,195    235,036 
Operating lease right of use asset   2,029,912    2,418,503 
Patents, net   359,060    293,789 
Deposits   52,000    52,000 
Total assets  $30,657,987   $32,902,759 
           
Liabilities and Stockholders' Equity          
Current liabilities          
Accounts payable  $1,567,069   $727,919 
Accrued expenses   726,688    391,567 
Sales tax payable   57,561    92,130 
Deferred revenue   135,801    37,778 
Operating lease liabilities, current   467,891    521,006 
Total current liabilities   2,955,010    1,770,400 
           
Deferred revenue, noncurrent   117,950    69,711 
Operating lease liabilities, noncurrent   1,607,221    1,910,357 
Total liabilities   4,680,181    3,750,468 
           
Commitments and contingencies (Note 9)          
           
Stockholders' equity          
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of December 31, 2021 and 2020, respectively.   –    – 
Common stock, $0.001 par value, 350,000,000 shares authorized, 8,971,711 and 8,482,387 shares issued or issuable and outstanding as of December 31, 2021 and 2020, respectively.   8,972    8,482 
Additional paid-in-capital   83,587,479    80,166,415 
Accumulated deficit   (57,618,645)   (51,022,606)
           
Total stockholders' equity   25,977,806    29,152,291 
           
Total liabilities and stockholders' equity  $30,657,987   $32,902,759 

 

The accompanying notes are an integral part of these Financial Statements

 

 

 

 F-5 

 

 

Beam Global

Statements of Operations

 

 

           
   For the Years Ended
   2021  2020
       
Revenues  $9,001,751   $6,210,350 
           
Cost of revenues   9,973,395    6,921,324 
           
Gross loss   (971,644)   (710,974)
           
Operating expenses   5,627,674    4,496,660 
           
Loss from operations   (6,599,318)   (5,207,634)
           
Other income (expense)          
Interest income   4,602    11,446 
Interest expense   (498)   (11,893)
Total other income (expense), net   4,104    (447)
           
Loss before income tax expense   (6,595,214)   (5,208,081)
           
Income tax expense   825    4,944 
           
Net loss  $(6,596,039)  $(5,213,025)
           
Net loss per share - basic and diluted  $(0.74)  $(0.84)
           
Weighted average shares outstanding - basic and diluted   8,882,440    6,170,283 

 

The accompanying notes are an integral part of these Financial Statements

 

 

 

 

 F-6 

 

 

Beam Global

Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2021 and 2020

 

                          
               Total
   Common Stock  Additional  Accumulated  Stockholders'
   Stock  Amount  Paid-in-Capital  Deficit  Equity
Balance at December 31, 2019   5,208,170   $5,207   $51,628,536   $(45,809,581)  $5,824,162 
                          
Stock issued for director services - vested   59,782    60    444,122    –    444,182 
Stock issued to escrow account - unvested   2,126    3    (3)   –    – 
Stock option expense   –    –    722,549    –    722,549 
Proceeds from issuance of common stock, pursuant to public offering   1,643,900    1,644    18,998,031    –    18,999,675 
Warrants exercised for cash   1,552,206    1,552    9,925,306    –    9,926,858 
Warrants exercised (cashless)   11,304    11    (11)   –    – 
Stock option exercise (cashless)   2,199    2    (2)   –    – 
Stock issued for services   2,700    3    14,739    –    14,742 
Cash fees related to stock offerings   –    –    (1,566,852)   –    (1,566,852)
Net loss   –    –    –    (5,213,025)   (5,213,025)
Balance at December 31, 2020   8,482,387    8,482    80,166,415    (51,022,606)   29,152,291 
                          
Stock issued for director services - vested   40,513    41    742,244    –    742,285 
Stock issued to escrow account - unvested   (33,774)   (34)   34    –    – 
Stock option expense   –    –    444,713    –    444,713 
Warrants exercised for cash   445,926    446    2,853,777    –    2,854,223 
Stock option exercise (cashless)   35,820    36    (630,409)   –    (630,373)
Stock option exercise (for cash)   839    1    10,705    –    10,706 
Net loss   –    –    –    (6,596,039)   (6,596,039)
Balance at December 31, 2021   8,971,711   $8,972   $83,587,479   $(57,618,645)  $25,977,806 

 

The accompanying notes are an integral part of these Financial Statements

 

 

 

 

 F-7 

 

 

Beam Global

Statements of Cash Flows

 

       
   For the Years Ended
   2021  2020
       
Operating Activities:          
Net loss  $(6,596,039)  $(5,213,025)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   92,775    40,952 
Common stock issued for services   742,285    458,924 
Compensation expense related to grant of stock options   444,713    722,549 
Amortization of operating lease right of use asset   32,340    (19,911)
Amortization of debt discount   –    5,990 
Changes in assets and liabilities:          
(Increase) decrease in:          
Accounts receivable   (2,040,783)   (1,021,937)
Prepaid expenses and other current assets   141,199    (385,895)
Inventory   (485,961)   1,060,614 
Deposits   –    4,869 
Increase (decrease) in:          
Accounts payable   815,950    242,900 
Accrued expenses   335,121    86,452 
Convertible note payable repaid in lieu of salary - related party   –    (220,417)
Sales tax payable   (34,569)   85,917 
Deferred revenue   146,262    13,880 
Net cash used in operating activities   (6,406,707)   (4,138,138)
           
Investing Activities:          
Purchases of equipment   (498,270)   (265,764)
Funding of patent costs   (83,871)   (93,137)
Net cash used in investing activities   (582,141)   (358,901)
           
Financing Activities:          
Repayments of auto loan   –    (9,294)
Borrowings on note payable - Paycheck Protection Program   –    339,262 
Repayment on note payable - Paycheck Protection Program   –    (339,262)
Withhold shares to cover taxes for cashless stock option exercise   (630,373)   – 
Proceeds from stock option exercises   10,706    – 
Proceeds from warrant exercises   2,854,223    9,926,858 
Payments of equity offering costs   –    (1,566,852)
Proceeds from issuance of common stock and warrants, pursuant to public offering   –    18,999,675 
Net cash provided by financing activities   2,234,556    27,350,387 
           
Net (decrease) increase in cash   (4,754,292)   22,853,348 
           
Cash at beginning of year   26,702,804    3,849,456 
           
Cash at end of year  $21,948,512   $26,702,804 
           
Supplemental Disclosure of Cash Flow Information:          
Cash paid for interest  $85   $54,571 
Cash paid for taxes  $825   $4,944 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities:          
Purchase of property and equipment by incurring current liabilities  $23,200   $– 
Depreciation cost capitalized into inventory  $32,136   $20,363 
Recording of right of use asset and corresponding liability  $–   $2,605,032 
Reclassification of deferred equity offering costs into APIC  $–   $1,566,852 
Transfer of prepaid asset to inventory  $–   $212,188 
Transfer of fixed asset to inventory  $–   $76,946 

 

The accompanying notes are an integral part of these Financial Statements

 

 

 

 F-8 

 


BEAM GLOBAL

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

 

1. CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.

 

NATURE OF OPERATIONS

 

Beam is a cleantech innovation company based in San Diego, California. 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. 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. When competing with utilities or typical solar companies, we rely on our products’ ease of deployment, reliability, accessibility, and total cost of ownership, rather than producing the cheapest kilowatt hour with the help of subsidies.

 

Beam’s products and proprietary technology solutions target three markets that are experiencing significant growth with annual global spending in the billions of dollars:

 

  · electric vehicle (EV) charging infrastructure;

 

  · energy security and disaster preparedness; and

 

  · outdoor media advertising.

 

RISKS AND UNCERTAINTIES

 

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. The outbreak of COVID-19 has resulted in travel restrictions, quarantines, “stay-at-home” and “shelter-in-place” orders as well as the shutdown of many businesses around the world. To date, while we saw seen some delays and cancellations of opportunities in our pipeline in 2020 as a result of funding issues, priority issues or temporary business closures, the pandemic has not had a material adverse effect on the Company’s financial position or results of operations for the years ended December 31, 2020 and December 31, 2021. However, it is difficult to predict if these governmental actions and the widespread economic disruption arising from the pandemic will impact our business in the future. The Company will continue to monitor its progress and communicate changes in estimates and assumptions with shareholders, as necessary.

 

 

 

 F-9 

 

 

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 doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, 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, 2021. As of December 31, 2021, approximately $22,070,000 of the Company’s cash deposits were greater than the federally insured limits.

 

Major Customers

 

The Company continually assesses the financial strength of its customers. For the year ended December 31, 2021, two customers accounted for 33% and 13% of total revenues each. For the year ended December 31, 2020, revenues from one customer accounted for 30% of total revenues. At December 31, 2021, accounts receivable from four customers accounted for 30%, 22%, 13% and 10% of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance. At December 31, 2020, accounts receivable from two customers accounted for 61% and 13% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance. For the years ended December 31, 2021 and 2020, the Company had a heavy concentration of sales to federal, state and local governments which represented 86% and 53% of revenues, respectively.

 

 

 

 

 F-10 

 

 

CASH AND CASH EQUIVALENTS

 

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 cash equivalents at December 31, 2021 or December 31, 2020.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial instruments, including accounts receivable, accounts payable, accrued expenses, and short-term loans, are carried at historical cost basis. At December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 

 

ACCOUNTS RECEIVABLE

 

Accounts receivable are customer obligations due under normal trade terms. 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. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. There were no allowances for doubtful accounts as of the years ended December 31, 2021 and 2020.

 

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. Expenditures for maintenance and repairs, along with fixed assets below our capitalization threshold, are expensed as incurred.

 

PATENTS

 

The Company believes it will achieve future economic value benefits for its patents. All administrative costs for obtaining 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 years. In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent was denied or abandoned. Accumulated amortization related to patents was $30,175 and $11,574 as of December 31, 2021 and 2020, respectively. Patent amortization expense was $18,600 and $4,502 in the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the estimated patent amortization expense for each of the five succeeding years is $13,307.

 

 

 

 F-11 

 

 

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.

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

The Company accounts for long-lived assets in accordance with the provisions of Accounting Standards Codification (“ASC”) 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” This guidance requires that long-lived assets and certain identifiable intangibles be 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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

REVENUE RECOGNITION

 

Beam follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle 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.

 

 

 

 F-12 

 

 

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 30-45 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 are recognized when services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to 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 30-45 day period.

  

The Company has a policy of recording sales incentives as a contra revenue.

 

The Company includes shipping and handling fees billed to customers 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.

 

Sales tax is recorded on a net basis and excluded from revenue.

 

The Company generally provides a standard one-year warranty on its 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. At December 31, 2021, the Company has no product warranty accrual based on the Company’s historical financial warranty expense.

 

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

 

In accordance with ASC 730-10, “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 $360,586 and $261,611 for the years ending December 31, 2021 and 2020, respectively.

 

 

 

 F-13 

 

 

ADVERTISING

 

The Company conducts advertising for the promotion of its products and services. In accordance with ASC 720-35, “Advertising Costs,” advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $138,072 in 2021 and $122,840 in 2020.

 

STOCK-BASED COMPENSATION

 

The Company follows ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The fair value of the portion of an award that is ultimately expected to vest is recognized as an expense over the shorter of the service periods or vesting periods using the straight-line attribution method.

 

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.

 

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 Company follows the provisions of ASC 740-10-25-5, “Basic Recognition Threshold.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10-25-6, 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. As of December 31, 2021, tax years 2018 through 2021 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

 

The Company recognizes the benefit of a tax position when it is effectively settled. ASC 740-10-25-10, “Basic Recognition Threshold” provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740-10-25-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority. For tax positions considered effectively settled, the Company recognizes the full amount of the tax benefit.

 

 

 

 F-14 

 

 

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.

 

Options to purchase 263,433 common shares and warrants to purchase 519,658 shares of common stock were outstanding at December 31, 2021. Options to purchase 341,808 common shares and warrants to purchase 965,584 shares of common stock were outstanding at December 31, 2020. These shares were not included in the computation of diluted loss per share for the years ended December 31, 2021 and 2020 because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. 

 

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 follows ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.” During 2021 and 2020, the Company only operated in one segment; therefore, segment information has not been presented.

 

RECLASSIFICATIONS

 

Where necessary, the prior year’s information has been reclassified to conform to the current year 2021 statement presentation. On the Balance Sheets, $69,711 of deferred revenue was reclassified to deferred revenue, noncurrent.

 

 

 

 F-15 

 

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. This ASU includes amendments that significantly change the guidance on convertible instruments and the derivative scope exception for contracts in an entity's own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. The prior conditions were difficult to apply and resulted in circumstances where warrants may have been required to be accounted for as a liability rather than as equity if issued under a registration statement. The Company, in consultation with legal counsel, determined that its outstanding public warrants issued under a Registration Statement on Form S-1 met, and continues to meet, the criteria for equity based on the terms of the warrant. Had the warrants been determined that liability treatment was required, the liability would have been approximately $64 million for the 953,595 public warrants at December 31, 2020 with a non-cash charge to the statement of operations of $61 million for the year ended December 31, 2020.

 

The ASU is effective for smaller reporting companies in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, although early adoption is permitted, as early as fiscal years beginning after December 15, 2020. As such, the Company adopted ASU 2020-06 effective January 1, 2021, on a full retrospective basis, which will allow the Company to continue to classify the warrants as equity, and as a result, had no effect on its financial statements and related disclosures. If the Company had recorded the warrants as a liability in prior periods, with the full retrospective adoption on January 1, 2021, the liability would have been recast as equity and retained earnings adjusted to reverse the effect of the liability entries and as a result, there would be no impact on the financial statements for any periods presented.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC Topic 326) requiring initial recognition of credit losses, as well as any subsequent change in the estimate, when it is probable that a loss has been incurred. The standard eliminates the threshold for initial recognition in current U.S. GAAP and it covers a broad range of financial instruments, including trade and other receivables at each reporting date. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The standard is effective for the Company beginning January 1, 2023. The adoption of this guidance is not expected to have a material effect on our financial statements.

  

2. LIQUIDITY

 

The Company has a history of net losses, including the accompanying financial statements for the years ended December 31, 2021 and 2020 where the Company had net losses of $6,596,039 (which includes $1,186,998 of non-cash stock-based compensation expense) and $5,213,025 (which includes $1,181,473 of non-cash stock-based compensation expense), respectively, and net cash used in operating activities of $6,406,707 and $4,138,138, respectively. In May 2020, the Company filed a shelf registration statement on Form S-3 and subsequently closed two additional offerings generating gross proceeds of $11,499,675 in July 2020 and $7,500,000 in November 2020. In addition, the Company issued warrants as part of the April and May 2019 offering, which has generated an additional $2,854,223 and $9,926,858 of proceeds during 2021 and 2020, respectively.

 

The Company expects to continue to incur losses for a period of time into the future. In addition, there is no guarantee that the warrants will be exercised or that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The Company continues to invest in sales and marketing resources and seek out sales contracts that should provide additional revenues and, in time, generate operating profits.

 

The cash balance at December 31, 2021 was $21,948,512 and our working capital was $24,611,810 at December 31, 2021. With these financings, management believes it has sufficient cash to fund its liabilities and operations for at least the next twelve months from the issue date of this report.

 

 

 

 F-16 

 

 

 

3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets are summarized as follows:

          
   December 31, 
   2021   2020 
Prepaid insurance  $65,653   $33,320 
Vendor prepayments   87,557    83,049 
Related party receivable   26,984    10,574 
Cash due for warrant exercises   –    194,450 
Total prepaid expenses and other current assets  $180,194   $321,393 

 

Related party receivables as of December 31, 2021 and 2020 consisted primarily of payroll related taxes due for an employee option exercise.

 

4. 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, 2021 and 2020, inventory consists of the following:

          
   December 31,
   2021  2020
Finished goods  $–   $– 
Work in process   424,761    559,582 
Raw materials   1,186,099    533,181 
Total inventory  $1,610,860   $1,092,763 

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

          
   December 31,
   2021  2020
Furniture and fixtures  $129,075   $85,333 
Computer equipment and software   73,517    87,303 
Leasehold improvements   27,928    13,918 
Autos   337,394    84,796 
Machinery and equipment   565,499    425,856 
Total property and equipment   1,133,413    697,206 
Less accumulated depreciation   (483,218)   (462,170)
Property and Equipment, net  $650,195   $235,036 

 

Depreciation expense for 2021 and 2020 was $71,152 and $36,450, respectively. In 2021 and 2020, respectively, $32,136 and $20,363 of depreciation was capitalized into inventory as manufacturing overhead costs. In addition, net property and equipment of $3,023 and $0 were disposed of in 2021 and 2020, respectively.

 

 

 

 F-17 

 

 

 

6. ACCRUED EXPENSES

 

The major components of accrued expenses are summarized as follows:

          
   December 31,
   2021  2020
Accrued vacation  $238,147   $205,809 
Accrued salaries and bonus   353,121    178,449 
Vendor accruals   35,520    4,400 
Other accrued expenses   99,900    2,909 
Total accrued expenses  $726,688   $391,567 

 

7. CONVERTIBLE NOTE PAYABLE – RELATED PARTY AND NOTE PAYABLE

 

On October 18, 2016, the Company entered into a five-year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement, Mr. Wheatley received an annual deferred salary of $50,000 which Mr. Wheatley deferred until such time as Mr. Wheatley and the Board of Directors agreed that payment of the deferred salary and/or cessation of the deferral was appropriate. In August 2018, the Agreement was amended to provide that his salary shall defer until the earliest to occur of the following: (i) a permissible event specified in Section 409A of the Code, (ii) December 31, 2020, (iii) a change of control as defined in the Agreement, or (iv) a sale of all or substantially all of the assets of the Company.

 

All deferred amounts were evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley bearing simple interest at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s common stock at $7.50 per share at any time in whole or in part at Mr. Wheatley’s discretion. As the conversion price was equivalent to the fair value of the common stock at various salary deferral dates prior to June 30, 2018, there was no beneficial conversion feature to this note through such date. Subsequent to June 30, 2018 through December 31, 2018 and based on the average daily closing price of our common stock, the Company recorded $8,672 of debt discount for the beneficial conversion feature value which was being amortized to interest expense over the term of the note. For the three months ended March 31, 2019 and based on the average daily closing price of our common stock, the Company recorded $3,967 of debt discount for the beneficial conversion feature value which was also being amortized to interest expense over the term of the note. There was no beneficial conversion value and therefore, no debt discount was recorded for any other periods subsequent to March 31, 2019. Additionally, on March 29, 2017 the Board of Directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under the same terms of his salary deferral.

  

On September 17, 2019, the Board of Directors adopted a resolution to pay off the convertible promissory note issued to Mr. Wheatley for his deferred compensation in the near future (subject to a recommendation on timing from Mr. Wheatley), and no additional salary was deferred after September 15, 2019. In February 2020, the remaining debt discount of $5,990 was recorded as interest expense, additional interest of $3,442 was accrued, and the total note of $220,417 and interest of $52,326 was paid to Mr. Wheatley.

 

On May 1, 2020, the Company received a U.S. Small Business Administration Paycheck Protection Program loan of $339,262 which was offered through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). This loan was recorded as a note payable, is subject to a 1% annual interest rate and has a two year term. This low interest loan was intended to support short term cash flow in the event we were more heavily impacted by the COVID-19 virus. In July 2020, we were able to raise capital and no longer required the loan. The full amount of the loan was repaid on November 13, 2020 in addition to $1,847 of interest.

 

 

 

 F-18 

 

 

 

8. AUTO LOAN

 

In October 2015, the Company purchased a new vehicle and financed the purchase through a dealer auto loan. The loan has a term of 60 months, requires minimum monthly payments of approximately $950, and bears interest at a rate of 5.99 percent. The final payment was made on this loan on October 31, 2020.

 

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 December 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

 

Leases:

 

In August 2016, the Company entered into a sublease for its current corporate headquarters and manufacturing facility. The sublease expired in August 2020 which was the same term of the master lease for which the Company was the subtenant. In September 2020, the Company initiated a new five year master lease agreement, with two optional one year renewals. Monthly lease payments will range from $52,000 to $58,526 per month over the term of the lease (see note 10).

 

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, 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.

 

10. LEASES

 

The Company evaluates new leases at inception based on the criteria defined in Leases (Topic 842). On September 1, 2020, the Company entered into a five-year operating lease with payments ranging from $52,000 to $58,526. The lease has 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. The present value of the lease payment stream was calculated using an effective borrowing rate of 10% and recorded a ROU asset and operating lease liability each of $2,605,032 on September 1, 2020. The ROU asset and the corresponding lease liability are being amortized on a straight-line basis over the term of the lease which expires on August 31, 2025.

 

 

 

 F-19 

 

 

The tables below show the ROU assets and liabilities as of December 31, 2021 and December 31, 2020, including the changes during the periods.

     
   Operating right-of
   use asset
Sub-lease     
Office lease initial measurement January 1, 2019   $872,897 
Less amortization of operating lease   (523,738)
Straight-line lease expense in excess of cash payments   (32,770)
Operating lease ROU asset December 31, 2019  $316,389 
Less amortization of operating lease   (349,159)
Straight-line lease expense in excess of cash payments   32,770 
Operating lease ROU asset August 31, 2020 - end of sublease  $– 

 

New lease   
Office lease initial measurement September 1, 2020  $2,605,032 
Less amortization of operating lease   (173,669)
Straight-line lease expense in excess of cash payments   (12,860)
Operating lease ROU asset as of December 31, 2020   2,418,503 
Less amortization of operating lease   (388,591)
Operating lease ROU asset as of December 31, 2021  $2,029,912 

 

During the twelve months ended December 31, 2021, cash paid for amounts included in the measurement of operating lease liabilities was $405,476.

 

As of December 31, 2021 and 2020, the current and non-current portions of the lease liability were recorded to the Balance Sheet as follows:

          
   December 31, 
   2021   2020 
Operating lease liabilities, current  $467,891   $521,006 
Operating lease liabilities, noncurrent   1,607,221    1,910,357 
Total lease liability  $2,075,112   $2,431,363 

 

The future minimum rental commitments for our operating leases reconciled to the lease liability as of December 31, 2021 is as follows:

     
  

December 31,

2021

 
2022  $649,147 
2023   668,622 
2024   688,680 
2025   468,212 
Total undiscounted future minimum payments   2,474,661 
Less imputed interest   (399,549)
Total lease liability  $2,075,112 

 

 

 

 F-20 

 

 

11.          STOCKHOLDERS’ EQUITY

 

Stock Issued In Cash Sales

 

The Company filed a “shelf” registration statement on Form S-3 and an accompanying prospectus with the Securities and Exchange Commission on May 26, 2020. On July 7, 2020, the Company closed an underwritten public offering issuing 1,393,900 shares, with a public offering price of $8.25 per share, generating approximately $10.5 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. On November 27, 2020, the Company closed a second underwritten public offering issuing 250,000 shares, with a public offering price of $30.00 per share, generating approximately $6.9 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the aggregate net proceeds primarily for working capital and general corporate purposes.

 

Other Securities

 

In July 2020, 3,000 stock options were exercised on a cashless basis for 2,199 registered shares of the Company’s common stock at an exercise price of $4.09.

 

In August 2020, a stock grant was issued for 2,700 unregistered shares of the Company’s common stock to a consultant as payment for services. The shares were valued on the grant dates’ stock price of $5.46 per share or $14,742.

 

During the year ended December 31, 2020, 1,456,406 warrants to purchase shares of the Company’s registered common stock and 95,800 warrants to purchase shares of the Company’s unregistered common stock were exercised generating $9,926,858, of which $9,732,408 in cash was received and $194,450 was included in other assets as a receivable (see note 3) which was collected in January 2021. 18,000 warrants were cashless exercises in 2020 and the Company issued 11,304 unregistered shares of common stock.

 

The unregistered securities described above were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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 shares of the Company’s common stock are allowed to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously allowed under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee.

 

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 Company follows the provisions of ASC Topic 718, “Compensation – Stock Compensation.” ASC Topic 718 establishes standards surrounding the accounting for transactions in which an entity exchanges its equity instruments for goods or services. ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as options issued under the Company’s Stock Option Plans.

 

During the year ended December 31, 2021, the Company granted 43,300 stock options under the plans with a total valuation of $905,658 and a 10-year term. During the year ended December 31, 2020, the Company granted 105,604 stock options under the plans with a total valuation of $1,374,394 and a 10-year term.

 

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.

 

 

 

 F-21 

 

 

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, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options.

 

We used the following assumptions for options granted in fiscal 2021 and 2020:

          
   2021   2020 
Expected volatility   93.03% - 99.32%    74.16% - 115.78% 
Expected term   5 - 7 Years    5 - 7 Years 
Risk-free interest rate   1.25% - 1.38%    0.37% - 1.79% 
Weighted average FV  $19.55   $12.38 

 

The Company’s stock option compensation expense was $444,713 and $722,549 for the years ended December 31, 2021 and 2020, respectively, and there was $1,040,700 of total unrecognized compensation costs related to outstanding stock options at December 31, 2021 which will be recognized over 4.0 years.

 

Option activity for the years ended December 31, 2021 and 2020 is as follows:

             
  

Number of

Options

 

Weighted

Average

Exercise

Price

 

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2019   239,704   $9.25    
Granted   105,604    15.63    
Exercised   (3,000)   4.09    
Forfeited   (500)   5.27    
Outstanding at December 31, 2020   341,808    11.27    
Granted   43,300    24.63    
Exercised   (97,192)   13.28    
Forfeited   (24,483)   23.84    
Outstanding at December 31, 2021   263,433   $11.56   7.24 Years
Exercisable at December 31, 2021   155,402   $7.04   6.12 Years

 

Total intrinsic value of options exercised was $1,775,213 and $33,660 during the years ended December 31, 2021 and 2020, respectively. Total intrinsic value of options outstanding and options exercisable were $2,391,810 and $1,796,153, respectively, as of December 31, 2021.

 

 

 

 F-22 

 

 

Restricted Stock

 

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 issues restricted stock to Mr. Wheatley, 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, 2021 and 2020 is as follows:

Schedule of restricted stock award activity

  

Nonvested

Shares

 

Weighted-

Average Grant-

Date Fair Value

Nonvested at December 31, 2019  44,437   $5.63 
Granted  61,908    12.44 
Vested  (59,782)   7.51 
Nonvested at December 31, 2020  46,563    12.28 
Granted  20,444    31.41 
Vested  (40,513)   18.32 
Forfeited  (12,825)   14.95 
Nonvested at December 31, 2021  13,669   $20.45 

 

On June 17, 2020, the Board approved two restricted stock grants to Mr. Wheatley under the 2011 Stock Incentive Plan. The total number of shares granted was determined based on an award of $150,000 divided by the per share quoted trading price on June 17, 2020. On the grant date, the shares had a per share fair value of $7.35 and 20,408 shares were granted. During the year ended December 31, 2020, 10,203 shares vested generating an expense of $75,000.

 

On October 20, 2020, upon recommendation of its Compensation Committee, the Board granted two directors annual stock grants of 12,200 each and the lead director was issued an annual grant of 17,100, which vest quarterly in four (4) equal installments. On the grant date, these shares had a per share fair value of $14.95 based on the quoted trading price, or $620,425. During the year ended December 31, 2020, 10,375 shares vested generating an expense of $155,107.

 

Fair values of restricted stock vested during the year ended December 31, 2021 and 2020 were $1,367,138 and $1,539,637, respectively.

 

As of December 31, 2021, there were unreleased shares of common stock representing $279,578 of unrecognized restricted stock grant expense which will be recognized over three years.

  

Warrants

 

A summary of activity of warrants outstanding for the years ended December 31, 2021 and 2020 is as follows:

         
  

Number of

Warrants

   Weighted Average Exercise Price 
Outstanding at December 31, 2019  2,535,790   $6.41 
Exercised  (1,570,206)  $6.47 
Outstanding at December 31, 2020  965,584   $6.33 
Exercised  (445,926)  $6.40 
Outstanding at December 31, 2021  519,658   $6.30 
Exercisable at December 31, 2021  519,658   $6.30 

 

 

 

 F-23 

 

 

Exercisable warrants as of December 31, 2021 have a weighted average remaining contractual life of 2.30 years. The intrinsic value of the exercisable shares of the warrants at December 31, 2021 was $6,391,793. During the year ended December 31, 2020, 1,552,206 warrants to purchase shares of the Company’s common stock were exercised generating $9,926,858. 18,000 warrants were cashless exercises in 2020 and the Company issued 11,304 shares.

 

During the year ended December 31, 2021, 433,937 warrants to purchase shares of the Company’s registered common stock and 11,989 warrants to purchase shares of the Company’s unregistered common stock were exercised generating $2,854,222. The unregistered securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

  

12. REVENUES

 

For each of the identified periods, revenues can be categorized into the following:

          
   For the Years Ended
   December 31,
   2021  2020
Product sales  $8,574,096   $6,024,274 
Maintenance fees   44,068    30,957 
Professional services   98,134    57,506 
Shipping and handling   319,352    108,173 
Discounts and allowances   (33,899)   (10,560)
Total revenues  $9,001,751   $6,210,350 

 

International revenues were $0 and $84,081, or 0% and 1% of revenues, during the years ended December 31, 2021 and 2020, respectively.

 

During the year ended December 31, 2021 and 2020, 62% and 75% of revenues were derived from customers located in California, respectively.

 

At December 31, 2021 and 2020, deferred revenue was $253,751 and $107,489, respectively. These amounts represented customer deposits in the amount of $91,651 and $0 for December 31, 2021 and 2020, respectively and prepaid multi-year maintenance plans for previously sold products which account for $162,100 and $107,489 for December 31, 2021 and 2020, respectively and pertain to services to be provided through 2027. Revenue recognized during the year ended December 31, 2021 and 2020 which pertained to revenue deferred in prior years were $37,778 and $19,459, respectively.

 

13. INCOME TAXES

 

There was no Federal income tax expense for the years ended December 31, 2021 and 2020 due to the Company’s net losses. Income tax expense represents minimum state taxes due.

 

 

 

 F-24 

 

 

The blended Federal and State tax rate of 28.04% applies to loss before taxes. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes, (computed by applying the United States Federal tax rate of 21% to loss before taxes), as follows:

          
   Year ended December 31,
   2021  2020
Computed “expected” tax expense (benefit)  $(1,384,995)  $(1,093,697)
State taxes, net of federal benefit   (568,269)   (407,798)
Non-deductible stock options   (328,295)   (6,933)
Non-deductible items   1,831    611 
True-up to tax return   (41,173)   683,476 
Change in deferred tax asset valuation allowance   2,321,726    829,285 
Income tax expense  $825   $4,944 

 

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:

          
   2021  2020
Deferred tax assets:          
Stock options  $406,703   $574,365 
Deferred Revenue   71,155    31,070 
Other   63,473    86,457 
Net operating loss carryforward   12,484,444    10,012,021 
Total gross deferred tax assets   13,055,775    10,703,913 
Less: Deferred tax asset valuation allowance   (12,978,187)   (10,656,461)
Total net deferred tax assets   77,588    47,452 
Patents   (24,393)     
Deferred tax liabilities:          
Depreciation   (53,195)   (47,452)
Total deferred tax liabilities   (77,588)   (47,452)
Total net deferred taxes  $–   $– 

 

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, 2021 was $12,978,187. The increase in the valuation allowance during 2021 was $2,321,726.

 

At December 31, 2021, the Company has a net operating loss carry forward of $45,229,370, of which $25,107,807 is available to offset future net income through 2037. The net operating loss (“NOL”) expires during the years 2027 to 2037 and $20,121,563 may be carried forward indefinitely and limited to offsetting 80% of taxable income. The utilization of the net operating loss carryforwards is dependent upon the ability of the Company to generate sufficient taxable income during the carryforward period. In the event that a significant change in ownership of the Company occurs as a result of the Company’s issuance of common stock, the utilization of the NOL carry forward will be subject to limitation under certain provisions of the Internal Revenue Code. Management does not presently believe that such a change has occurred.

 

 

 

 F-25 

 

 

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, 2021. The Company does not expect that uncertain tax benefits will materially change in the next 12 months.

 

The Company files U.S. federal, California, New York, and Wisconsin State tax returns, and a New York City tax return. 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. 

 

14. SUBSEQUENT EVENTS

 

On March 4, 2022, the Company completed its acquisition of AllCell Technologies, LLC (“AllCell”), a leader in energy storage solutions. This strategic acquisition is expected to increase and diversify our Company’s revenue, gross profitability, manufacturing capabilities, intellectual portfolio and customer base. The Company purchased substantially all of the assets and business of AllCell for 1,055,000 shares of Beam Common Stock (“Closing Consideration”) (on the closing date, based on the closing price of the Beam Common Stock of $13.61, such shares had a value of approximately $14.4 million) plus an additional $911,711 in cash for the net working capital of primarily inventory held by AllCell at closing. In addition, AllCell is eligible to earn an additional number of shares of Beam Common Stock if it meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of AllCell revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of AllCell 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate amount of shares of Common Stock that Buyer will issue to Seller for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares.

 

All of the Company’s Common Stock issued to AllCell to satisfy the Closing Consideration and any Earnout Consideration will be issued in a private placement and will be subject to transfer restrictions under the Securities Act of 1933, as amended. Beam has agreed to file a resale registration statement with the SEC to register the resale of up to $10.0 million of the Common Stock issued to AllCell for the Closing Consideration. Pursuant to the terms of the Purchase Agreement, AllCell agreed not to sell shares of Beam Common Stock (i) in an amount greater than four percent (4%) of the average weekly volume of shares of Beam Common Stock during any trading week and (ii) on more than three days in any week and (iii) in an amount greater than ten percent (10%) of the average daily trading volume on any trading day.

 

The acquisition of AllCell will be accounted for as a business combination using the acquisition method of accounting in the first quarter of 2022. Given the recent timing of the transaction close, we are in the process of estimating the fair value of the Earnout Consideration as well as the assets acquired and liabilities assumed in the business combination. As a result, we are currently unable to provide the estimate of the purchase consideration or the preliminary allocation of purchase consideration based on the acquisition date fair values of the assets acquired and liabilities assumed as well as other related information, including pro forma disclosures, determination of segments, reporting units, and the final amount of transaction costs, which will be included in the Quarterly Report on Form 10-Q for the three months ending March 31, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-26 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Beam Global
   
Dated: March 31, 2022 By:   /s/ Desmond Wheatley
    Desmond Wheatley, Chief Executive Officer
President and Chairman

 

  

Power of Attorney

 

Each person whose signature appears below constitutes and appoints each of Desmond Wheatley and Katherine H. McDermott, true and lawful attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated:

 

Name   Title   Date
Principal Executive Officer:        
         
/s/ Desmond Wheatley   Chief Executive Officer, President and Chairman   March 31, 2022
Desmond Wheatley        
         
Principal Financial Officer
and Principal Accounting Officer:		        
         
/s/ Katherine H. McDermott   Chief Financial Officer   March 31, 2022
Katherine H. McDermott        
         
Directors:        
         
/s/ Peter Davidson   Director   March 31, 2022
Peter Davidson        
         
/s/ Anthony Posawatz   Director   March 31, 2022
Anthony Posawatz        
         
/s/ Nancy Floyd   Director   March 31, 2022
Nancy Floyd        

 

 

 

 

 38 

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